Authority and Responsibility of the Board of Directors Bylaws

(a) Except as otherwise provided in the articles of incorporation of the corporation or in these bylaws, the supreme authority of the corporation and the government and management of the affairs of the corporation shall be vested in the Board of Directors; and all the powers, duties, and functions of the corporation conferred by the articles of incorporation, these bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by or under the authority of the Board of Directors.

(b) The governing body of the corporation shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the management, affairs, and property of the corporation; shall determine its policies or changes therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, such rules and regulations for the conduct of its business and the business of the corporation as shall be deemed advisable. Under no circumstances, however, shall any actions be taken which are inconsistent with the articles of incorporation and these bylaws; and the fundamental and basic purposes of the corporation, as expressed in the articles of incorporation and these bylaws, shall not be amended or changed.

(c) The Board of Directors shall not permit any part of the net earnings or capital of the corporation to inure to the benefit of any member, director, trustee, or other private person or individual.

(d) The Board of Directors may, from time to time, appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the corporation.

(e) The Board of Directors is authorized to employ such person or persons, including an executive director, attorneys, trustees, agents, and assistants, as in its judgment are necessary or desirable for the administration and management of the corporation, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.

(f) The Board of Directors is hereby committed to exercise, in the best interests of the corporation, the powers described in section 1.170A-9(e)(11)(v)(B), (C), and (D) of the Treasury Regulations.

(g) The Board of Directors is hereby committed to obtain information and to take other appropriate steps with a view to seeing that each participating trustee, custodian, or agent administers each restricted trust or fund and the aggregate of unrestricted trusts or funds of the corporation in accordance with the provisions of section 1.170A-9(e)(11)(v)(F) of the Treasury Regulations.

(h) The Board of Directors shall have the power to replace any participating trustee, custodian, or agent for breach of fiduciary duty under the laws of the State of Georgia. If it appears that there may be grounds for exercising this power with respect to any trust or fund of the corporation, the Board of Directors shall notify the trustee, custodian, or agent involved and provide a reasonable opportunity for explanation and, in the discretion of the Board of Directors, for correction. The Board of Directors shall exercise this power by the affirmative vote of a majority of all the directors then in office. Before it exercises this power of replacement (or any other power), the Board of Directors may seek the advice of legal counsel in determining whether a breach of fiduciary duty has been committed under state law.

The Board of Directors shall have the power to replace any participating trustee, custodian, or agent for failure to produce a reasonable (as determined by the Board of Directors) rate of investment return (including return of net income and/or appreciation, as determined by the Board of Directors) over a reasonable period of time (as determined by the Board of Directors).

Upon the exercise of the foregoing power to replace any participating trustee, custodian, or agent, the Board of Directors shall have the power, subject to court approval, where appropriate, to select a successor trustee, custodian, or agent to which the fund or funds held by the former trustee, custodian, or agent shall be transferred.