The principal office of the corporation in the State of New York shall be located at such location in the City of New York as is determined by the board of Directors. The corporation may have such other offices, either within or without the State of New York as the board of directors may designate or as the business of the corporation may from time to time require. 1.  ANNUAL MEETING.
The annual meeting of the members shall be held on the first day of May in each year, beginning with the year 2004, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday such meeting shall be held on the next succeeding business day.

2.  SPECIAL MEETINGS.
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the directors, and shall be called by the president at the request of not less than twenty-five per cent of all the members entitled to vote at the meeting.

3.  PLACE OF MEETING.
The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place for meeting for any annual meeting or for any special meeting called by the directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statutes as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

4.  NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at its address as it appears on the records of the corporation.

5.  QUORUM.
At any meeting of members, a majority of the members of the corporation, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than said number of the outstanding shares are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum, shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

6.  PROXIES.
At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

7.  VOTING.
Each member entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy. Upon the demand of any members the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of this State.

8.  ORDER OF BUSINESS.
The order of business at all meetings of the members, shall be as follows:

1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.

9.  INFORMAL ACTION BY MEMBERS.
Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. ARTICLE III - BOARD OF DIRECTORS 1.  GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.

2.  NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be at least four and not more than twenty-two. Each director shall hold office until the next annual meeting of members and until his or her successor shall have been elected and qualified.

3.  REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of members. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

4.  SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the president or any-two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

5.  NOTICE.
Notice of any special meeting shall be given at least two business days previously thereto by written notice delivered personally, or by email or other electronic means, or mailed via the United States Postal Service, to each director at his or her business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by email or other electronic means, such notice shall be deemed to be delivered when sent. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6. QUORUM.
At any meeting of the directors, a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

7.  MANNER OF ACTING
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors. Any action which is required to be taken or which may be taken at a meeting of the board of directors or any committee of the board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the board of directors of the corporation or the committee. Any one or more members of the board or any committee thereof may participate in a meeting of the board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and any such participation shall constitute presence in person at the meeting.

8.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his or her predecessor.

9.  REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by vote of the members.

10.  RESIGNATION.
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

11.  COMPENSATION.
No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum for actual out-of-pocket expenses for actual attendance at a regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore if duly authorized by the board of directors.

12.  PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

13.  EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall, to the extent provided by the board resolution establishing it, have all the authority of the board of directors, except as otherwise provided by Section 712 of the not-for-profit corporation law. Each such committee shall serve at the pleasure of the board.

1.  NUMBER.
The officers of the corporation shall be a president, one or more vice-presidents, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

2.  ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the members. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

3.  REMOVAL.
Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.  VACANCIES.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

5.  PRESIDENT
The president shall be the principal executive officer of the corporation and, subject to the control of the directors, and shall in general supervise and control the business and affairs of the corporation. He or she shall, when present, preside at all meetings of the members and (if a director) of the directors. The president may sign, with the secretary or any other officer designated by the directors, any contract, document or other instrument authorized by the directors, and in general shall perform all duties incident to the office of the chief executive officer and such other duties as may be prescribed by the directors from time to time.

6.  VICE-PRESIDENT.
In the absence of the president or in event of his or her inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties as from time to time may be assigned to him by the president or by the directors.

7.  SECRETARY.
The secretary shall keep the minutes of the members' and of the directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each member which shall be furnished to the secretary by such member, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors.

8.  TREASURER.
The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and in general perform. all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the directors.

10.  SALARIES.
The salaries of the officers, if any, shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

1.  CONTRACTS.
The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2.  LOANS.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.

3.  CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.

4.  DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the directors may select.

The fiscal year of the corporation shall begin on the first day of January in each year, or as otherwise determined by the board of directors. The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words, "Corporate Seal". Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Each individual or entity (an "indemnitee") who is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she, or an entity as to which he or she is a representative, is or was a member, director or officer of the corporation, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the not-for-profit corporation law, as the same exists or may be hereafter be amended, against all loss, cost and expense (including, without limitation, attorneys' fees and expenses, unless legal representation is provided directly by the corporation, and amounts paid in settlement), reasonably incurred by the indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a member, director or officer, and shall inure to the benefit of is or her heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person or entity seeking indemnification in connection with a proceeding initiated by such person or entity only if such proceeding was authorized by the board of directors.

The right to indemnification incurred by this Article IX shall be a contract right and shall include the right to be paid by the corporation for the expenses incurred in defending any such proceeding in advance of its final disposition (unless such defense is provided for directly by the corporation); provided that, if required by law, the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking by the indemnitee to repay any amounts so advanced if it is ultimately determined that the indemnitee is not entitled to be indemnified under this Article IX or otherwise.

The corporation may, by action of the board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing provisions of this Article IX.

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of a majority of the members at any annual members' meeting or at any special members' meeting when the proposed amendment has been set out in the notice of such meeting, or by the unanimous written consent of the members. Any by-laws adopted by the directors may be altered, amended or repealed by the directors.