ARTICLE I

GENERAL PROVISIONS

SECTION 1.  NAME

The name of this corporation shall be the Life Insurance Settlement Association (the "Association"). The Association is a nonprofit, nonstock Delaware corporation.

SECTION 2. OFFICES

Upon 30 days notice to the Members, The Board of Directors may locate the principal office of the Association from to such location as is convenient for the officers of the Association. The Association shall also maintain a registered office and a registered agent in the State of Delaware, as required by the Delaware General Corporation Law (the "GCL").

The Board of Directors may change the address of the registered office from time to time. The Association may have such other offices, either within or outside the State of Delaware, as the Board of Directors may determine or as the affairs of the Association may require from time to time. At no time will the principal office be located at the office of any member.

SECTION 3. RESTRICTIONS

The Association is intended to qualify as a non-profit trade Association for members of the viatical and life settlement industry and other parties interested in such industry. It is the policy of the Association to comply fully with all applicable laws, including the antitrust laws. All policies and activities of the Association shall be consistent with:

(a) the mission statement adopted by the Board of Directors, as amended or modified from time to time;

(b) applicable federal, state, and local antitrust, trade regulation and other legal requirements; and

(c) applicable tax-exemption requirements, including the requirements that the Association not be operated for profit and that no part of its net earnings inure to the benefit of any private individual.

ARTICLE II

MEMBERS

SECTION 1. MEMBERSHIP QUALIFICATIONS.

Subject to the approval of the Board of Directors and in compliance with the rules, regulations, standards and related Code of Ethics of the Association, membership in the Association shall be open to all qualified persons and firms actively involved in, associated with, or having an interest in the settlement of life insurance policies.

SECTION 2. CLASSES OF MEMBERS.

The Association shall have Regular, Associate and Honorary members ("Members"). Upon approval of an applicant for membership, the applicant shall, depending on their elected category, be a voting or nonvoting member. An applicant may be granted associate or honorary membership classification at the discretion of the Board of Directors.

Regular Members

(a) Regular Voting Member: Voting Members are participants in the viatical and life settlement business as providers, brokers, or service providers, funding/financing entity and/or licensed under the laws of any state to engage in the business of viatical or life settlements. Each such business may have only one Voting Membership. Voting Members shall have full voting rights and shall be eligible to be elected to any officer position and/ or to the Board of Directors and shall be eligible to sit on any committee of the Association. Voting Members shall designate a principle; partner, agent or employee who will be the voting delegate. 

(b) Regular Nonvoting Member: Any person or entity who is a regular member, and elects to not have voting rights. Regular Nonvoting Members are interested or engaged in any aspect of viatical and life settlement transactions or who has an interest in the goals and objectives of the Association. Regular Nonvoting Members shall be eligible to serve on any committee of the Association to which they have been duly appointed and may vote in that capacity but will not have full voting rights in the Association.

Associate Members

Associate Members operate as an individual or sole proprietor; or are any other entity that is comprised of only producers and/or professional advisors – other than a Voting Member. Associate Members dedicate less than the majority of their time or services to the business of viatical or life settlements and assists clients or consumers in making decisions with regard to their life insurance policies; estate, retirement or long-term care planning; or provides financial or investment advice to seniors or pre-retirees. Associate Members will not have the right to vote but will be able to participate in meetings and serve on committees.

Honorary Members

Any person nominated for Honorary Membership by the Membership committee of the Association. Such individuals generally have made outstanding contributions to the goals and objectives of the Association in other capacities. Honorary Members shall pay no dues and shall not have voting rights in the Association but will be authorized to participate in meetings and serve on committees.

SECTION 3. ADMISSION OF MEMBERS.

Membership applicants may be admitted upon application in the manner established by the Board of Directors, and approval of a majority of the Directors present at any regularly constituted meeting of the Board where a quorum is present.

SECTION 4. TERMINATION OF MEMBERSHIP.

Membership may be terminated as follows:

1. Members of the Association who, after being accepted to membership, cease to be actively involved, associated with, or having an interest in the settlement of life insurance policies shall cease to be entitled to membership in the Association, unless such membership is continued by specific action of the Board of Directors;

2. Members of the Association, who, after being accepted to membership, are convicted of a felony involving moral turpitude, shall cease to be entitled to membership in the Association. Members of the Association, who, after being accepted to membership, are convicted of a misdemeanor involving moral turpitude and which, in the Board’s opinion, has a material relation to the industry, shall cease to be entitled to membership in the Association;

3. Members of the Association, who, after being accepted to membership are deemed to have violated the LISA Code of Ethics or LISA Standards, shall cease to be entitled to membership in the Association provided that reasonable due process is provided, and such action is approved by the affirmative vote of a majority of the Directors present at any regularly constituted meeting of the Board where a quorum is present;

4. A member who does not pay his/her membership dues within the time period set by the Board of Directors or President and Chief Executive Officer shall cease to be entitled to membership in the Association, unless an exception, due to special circumstances, is made by the Board of Directors or a duly appointed and authorized committee of the Board of Directors;

The Board of Directors shall have the power to suspend or withdraw the privilege of membership in the Association, or take other appropriate disciplinary action with regard to a member for good cause, provided that reasonable due process is provided, and such action is approved by the affirmative vote of a majority of the Directors present at any regularly constituted meeting of the Board where a quorum is present; and

The Board of Directors shall have the power to establish policies and procedures consistent with this Section of the Bylaws by the affirmative vote of a majority of the Directors voting where a quorum is present.

SECTION 5. RESIGNATION.

Any Member may resign by filing a written resignation with the Secretary or the Association, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

SECTION 6. REINSTATEMENT.

Upon written request signed by a former Member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority of the Directors voting where a quorum is present, reinstate such former Member to membership upon such terms as the Board of Directors may deem appropriate.

SECTION 7. TRANSFER OF MEMBERSHIP.

Membership in the Association is not transferable or assignable.

SECTION 8. CHANGE IN BUSINESS STRUCTURE.

Any changes to answers previously reported on the Member’s membership application, must be filed with the Association in a timely manner. Any amended information to the member’s membership application may cause the Board to revisit the member’s membership status.

SECTION 9. MEMBERSHIP STANDARDS

From time to time, the Board of Directors shall adopt standards for Association Members. These standards must be reviewed by the Board of Directors annually and shall then be disseminated to Members.

ARTICLE III

MEMBERSHIP DUES & CERTIFICATES

SECTION 1. AMOUNT & TIMING OF DUES.

The Board of Directors may determine from time to time the amount of the initiation fee, if any, and the amount and timing of dues payable to the Association by Members of each class. Dues of a new Member shall be prorated from the first day of the month in which such new Member is admitted to membership to the end of the fiscal year of the Association.

SECTION 2. DEFAULT IN PAYMENT OF DUES.

Expulsion of membership is automatic if dues are delinquent by 30 days from the date that such dues last became payable, unless the Board of Directors determines otherwise.

SECTION 3. CERTIFICATES OF MEMBERSHIP.

The Board of Directors may provide for the issuance of certificates evidencing membership in the Association, which shall state that (a) such certificate is not transferable and (b) the Association is a nonprofit, nonstock corporation that may not make distributions to its members except as otherwise permitted by the Certificate of Incorporation. Any certificates shall otherwise be in such form as may be determined by notice of consideration and the Board of Directors and shall be signed by the President and Chief Executive Officer. If any certificates evidencing membership shall become lost, mutilated or destroyed, a new certificate may be issued upon such terms and conditions as the Board of Directors may determine.

SECTION 4. ISSUANCE OF CERTIFICATES.

If the Board of Directors shall have provided for the issuance of certificates of membership, a certificate shall be issued by the Secretary to a new Member after such new Member has paid any initiation fee and dues that may then be required.

ARTICLE IV

MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING.

An annual spring meeting of the Members shall be held each year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held at the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as conveniently possible.

SECTION 2. SPECIAL MEETINGS.

Special meetings of the Members may be called by the Board of Directors or not less than half of the Voting Members.

SECTION 3. PLACE OF MEETINGS.

The Board of Directors may designate any place, either within or outside the State of Delaware, as the place for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the Association; but if all of the Members shall meet at any time and place and consent to the holding of such meeting, the meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 4. NOTICE OF MEETINGS.

Written notice of the place, date and hour of any meeting of Members shall be delivered, personally, by facsimile transmission, by mail, or electronic mail to each Member entitled to vote at such meeting, not less than ten nor more than sixty days before the date of such meeting. The purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Association., with first class or faster postage thereon prepaid. If notice is given by facsimile, such notice shall be deemed to be delivered upon receipt of the confirmation slip therefore. If notice is sent by electronic mail, such notice shall be deemed to be delivered when sent.

SECTION 5. INFORMAL ACTION BY MEMBERS.

Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by two thirds of the Voting Members or such higher number as is required by these By-laws or the GCL.

SECTION 6. QUORUM.

A majority of the Voting Members shall constitute a quorum for the conduct of business at any meeting. In the absence of a quorum or otherwise, a majority of the Members present may adjourn the meeting from time to time without further notice.

SECTION 7. PROXIES.

Voting Members may vote only in person, except that a Voting Member may designate by written proxy a person within his or her organization to vote on his or her behalf in lieu of the usual person representing such Voting Member if such usual person is absent.

SECTION 8. MANNER OF ACTING.

A majority of the votes entitled to be cast on a matter to be voted upon by the Voting Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of such matter unless a greater proportion is required by law or by these by-laws. Each Voting Member shall be entitled to one vote.

SECTION 9. VOTING BY MAIL.

Where Directors are to be elected by Voting Members, such election may be conducted by mail in such manner, as the Board of Directors shall determine.

SECTION 10. VOTING BY ABSENTEE BALLOT

Where Directors are to be elected by Voting Members, a Member may cast an absentee ballot, in a manner the Board of Directors shall determine.

ARTICLE V

BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS & QUALIFICATIONS.

Its Board of Directors shall manage the affairs of the Association. Directors must be voting delegates at time of the term commencing. Directors must maintain the voting delegate status throughout their tenure.

SECTION 2. NUMBER, TENURE AND ELECTION.

Except as otherwise determined by an affirmative vote of three-quarters of all Directors, the number of Directors shall be 9. Directors will hold office for three years and the Directors, as a group, shall have staggered terms such that the terms of at least three Directors expire each year. The Members at the annual meeting of Members shall elect directors and their term shall commence immediately after the annual meeting at which they are elected. In the event of a vacancy, that vacancy shall be filled within 120 days of such vacancy.

SECTION 3. REGULAR MEETINGS.

A regular meeting of the Board of 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 Board of Directors may hold such other meetings at such times and places as it selects. The President and Chief Executive Officer may be asked to leave any meeting of the Board at any time so that the Board may deliberate in private concerning any matter before the Board concerning the President and Chief Executive Officer.

SECTION 4. SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by or at the request of the President and Chief Executive Officer, the Chairman or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Delaware, or by conference call or other electronic means as the place for holding any special meeting of the Board called by them. In no case shall there be any meeting of the Board to which all the members of the Board are not invited. Notification of Board meetings shall be through the office of the President and Chief Executive Officer, the Chairman or the Secretary. The President and Chief Executive Officer may be asked to leave any meeting of the Board at any time so that the Board may deliberate in private concerning any matter before the Board concerning the President and Chief Executive Officer.

SECTION 5. NOTICE.

Written notice of any special meeting of the Board of Directors shall be given at least four days prior thereto if sent by mail, electronic mail, or facsimile transmission, or two days prior thereto if delivered personally, to each Director at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with first class or faster postage thereon prepaid. If notice is given by facsimile or e-mail, such notice shall be deemed to be delivered upon receipt of the confirmation slip or electronic proof of delivery thereof. The Notice shall state the general purpose(s) of such special meeting.

SECTION 6. QUORUM.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum or otherwise, a majority of the Directors present may adjourn a meeting from time to time without further notice.

SECTION 7. MANNER OF ACTING OR MEETING.

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or by these by-laws for such act. Directors may participate in Board meetings by conference call or similar means but shall not be permitted to vote by proxy. Proper memorializing of all actions shall be the responsibility of the President and Chief Executive Officer as directed by the Secretary.

SECTION 8. INFORMAL ACTION BY DIRECTORS.

Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors.

SECTION 9. VACANCIES.

Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the remaining Directors, or the unanimous consent of the remaining Directors if less than a quorum of the Board of Directors remains. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. All vacancies shall be filled within 120 days.

SECTION 10. REMOVAL.

A Director may be removed at any time by a vote of three fourths of the remaining Directors or a majority of the Voting Members.

SECTION 11. RESIGNATION.

A Director may resign from his seat on the Board of Directors by providing written notice of his resignation to the President and Chief Executive Officer. The resulting vacancy shall be addressed pursuant to Article V, Section 9 of these by-laws.

SECTION 12. COMPENSATION.

Directors shall not receive any stated salaries for their services as Directors but, by resolution of the Board of Directors, may be reimbursed for the reasonable expenses of attendance, if any, at a special meeting of the Board or for reasonable expenses incurred at the direction of the Board.

ARTICLE VI

OFFICERS

SECTION 1. OFFICERS & QUALIFICATIONS.

All officers of the Association must be members of the Board of Directors. The officers of the Association shall be a Chairman, a Vice Chairman, a Secretary and a Treasurer. The Board of Directors may elect or appoint such other officers, including one or more Assistant Vice Chairs, Assistant Secretaries or Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Each officer of the Association shall be a Voting Member who is currently serving as a Director.

SECTION 2. ELECTION AND TERM OF OFFICE.

The Voting Members shall appoint the initial officers of the Association. Thereafter the Board of Directors at the regular annual meeting of the Board of Directors shall elect the officers annually. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office for one year or until his successor shall have been duly elected and qualified.

SECTION 3. REMOVAL.

Any officer elected or appointed by the Board of Directors (i) shall be removed by the Board of Directors automatically if such officer ceases being a Voting Member or a Director, and (ii) may be removed by the Board of Directors whenever in the judgment of a majority of the Directors the best interests of the Association would be served thereby. Such removal shall be without prejudice to the contracts rights, if any, of the officer so removed.

SECTION 4. VACANCIES.

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

SECTION 5. CHAIRMAN.

The Chairman shall be the chief executive of the Association and shall preside at all meetings of the Members and the Board of Directors. The Chairman may sign, with the Secretary or other officer of the Association authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, these by-laws or by statute to some other officer or agent of the Association; and in general the Chairman shall perform all duties incident to the office of Chairman. The Board of Directors may prescribe other duties as from time to time.

SECTION 6. TREASURER.

The Treasurer shall have charge and custody of and be responsible for all funds of the Association; shall receive and give receipts for moneys due and payable to the Association from all sources whatsoever, shall deposit all such moneys in the name of the Association in such banks, trust companies or other institutions as shall be selected in accordance with the provisions of Article VIII of these by-laws; and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman or by the Board of Directors.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties, as the Board of Directors shall determine. The treasurer shall be responsible for the timely submission of all financial forms to governmental entities and shall accomplish this task with the aid of the President and Chief Executive Officer.

SECTION 7. SECRETARY.

The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; shall be the custodian of the corporate records and of any seal of the Association; 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 Chairman or by the Board of Directors. The Secretary shall keep copies of all business records of the Association and shall be charged with appropriate recording of all meetings of the Board.

SECTION 8. VICE PRESIDENTS; ASSISTANT TREASURERS; ASSISTANT SECRETARIES.

One or more Vice Chairs, Assistant Treasurers or Assistant Secretaries may be appointed to perform or assist in the performance of the duties of the Chairman, Treasurer, and Secretary, respectively, and shall perform such other duties as shall be assigned to them by the Board of Directors.

SECTION 9. COMPENSATION.

Officers shall not receive compensation for their services, but may be reimbursed for reasonable expenses as approved by the Board of Directors.

ARTICLE VII

PRESIDENT AND CHIEF EXECUTIVE OFFICER

A President and Chief Executive Officer may be appointed by the Board to serve at the pleasure of the Board, subject to any contractual arrangements. The President and Chief Executive Officer shall manage the day to day affairs of the Association, shall act as an advisor to the Board, shall be entitled to attend all meetings of the Board (except those meetings on matters concerning the President and Chief Executive Officer) and shall have such other powers and responsibilities as the Board shall provide, but shall not be entitled to vote at any meetings of the Board. The Board sets the compensation for the President and Chief Executive Officer including performance bonuses as well as employee benefits and personal expense reimbursement policies. The President and Chief Executive Officer reports to the Board.

ARTICLE VIII

COMMITTEES

SECTION 1. COMMITTEES OF DIRECTORS.

The Board of Directors may designate and appoint one or more committees to undertake such actions related to the management of the Association, as it shall authorize. Unless specifically authorized by the Board, a committee shall not have the power of the Board and shall serve only to recommend courses of action to the Board. In no event shall a committee have the authority of the Board of Directors in reference to:

a) amending, altering or repealing these by-laws;

b) electing, appointing or removing any Member of such committee or any Director, officer or Member of the Association;

c) amending or restating the Certificate of Incorporation of the Association;

d) adopting a plan of merger or adopting a plan of consolidation with another association;

e) authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association;

f) authorizing the voluntary dissolution of the Association, revoking proceedings thereof, or adopting a plan for the distribution of the assets of the Association;

g) the appointment of committees of the Board; or

h) amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.  \

The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

SECTION 2. COMPOSITION OF COMMITTEES.

Unless otherwise specified herein, each committee established pursuant to Section 1 above shall be comprised of at least one Director and such Voting and Nonvoting Members as the Board shall appoint. The Board shall appoint a Voting Member to be the Chairman of each committee. Consultants to the Board may attend committee meetings if the Board so permits. Nonvoting Members can participate in discussions and deliberations of committees, but shall not vote on matters upon which a committee takes a vote.

SECTION 3. OTHER COMMITTEES.

Other committees not exercising the authority of the Board of Directors, and not otherwise advising the Board of Directors, on the management of the Association may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, Members of each such committee shall be Members of the Association, and the Chairman of the Association shall appoint the Members thereof. Any Member thereof may be removed by the person or persons authorized to appoint such Member whenever in their judgment the best interests of the Association shall be served by such removal.

SECTION 4. TERM OF OFFICE.

Members appointed to a committee shall continue on such committee until the next annual meeting of the Members of the Association, unless the committee shall be sooner terminated, or unless such Member is removed from the Association or such committee.

SECTION 5. VACANCIES.

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 6. QUORUM.

Unless otherwise provided in the resolution of the Board of Directors establishing a committee, a majority of the whole committee shall constitute a quorum and an act of a majority of the committee Members present at the meeting at which a quorum is present shall be the act of the committee.

SECTION 7. RULES.

Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors and may conduct its meetings by teleconference or similar means.

SECTION 8. CONTROL & COMMUNICATIONS.

All committees are subject to the supervision and control of the Board of Directors and have only such powers as may be conferred upon them by the Board. Except by specific authorization of the Board, no committee shall make public communications on behalf of, or purport to act or speak on behalf of, the Association.

ARTICLE IX

EXECUTIVE COMMITTEE

SECTION 1. ORGANIZATION AND TERM OF OFFICE.

The Executive Committee of the Board shall consist of three Members: the Chairman, the Secretary, and the Treasurer. However, if any member of the Executive Committee is unavailable for a Committee meeting, then a Vice President of the Association shall serve as a substitute for such member during that meeting. The Chairman shall serve as Chairman of the Executive Committee.

SECTION 2. PURPOSE.

The primary function of the Executive Committee is to exercise powers of the Board of Directors which arise between regularly scheduled Board meetings or to exercise the specific powers given to it by the Board of Directors. The actions of the Executive Committee shall not be inconsistent with previous actions of the Board of Directors.

SECTION 3. MEETINGS.

Meetings of the Executive Committee may be called by the Chairman of the committee. The Chairman of the Executive Committee shall determine the form of any meeting of the Committee.

SECTION 4. MANNER OF ACTING.

A majority of the Executive Committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the Executive Committee. The Executive Committee shall keep a record of its acts and report the same to the Board of Directors on or before the next Board meeting.

SECTION 5. REMOVAL.

Any member of the Executive Committee may be removed from the Executive Committee, with or without cause, at any time, by the Board of Directors.

SECTION 6. VACANCIES.

Any vacancy in the Executive Committee shall be filled by the Board of Directors within 30 days after the vacancy.

ARTICLE X

REPRESENTATION OF THE ASSOCIATION

No Member of the Association is authorized to speak or take action on behalf of the Association without the prior specific authorization of the Board of Directors. In addition, no Member is authorized to use the name or logo of the Association in conducting its non-Association business in any manner that suggests or reasonably could be interpreted to imply the approval by the Association, other than to indicate mere membership in the Association.

ARTICLE XI

FINANCIAL AFFAIRS OF THE ASSOCIATION

SECTION 1. CHECKS, DRAFTS, CONTRACTS, ETC.

The Board shall adopt policies and procedures regarding the payment and authorization of checks, drafts, orders, contracts, and other evidences of indebtedness, which shall then be approved by resolution of the Board.

SECTION 2. DEPOSITS.

All funds of the Association shall be deposited from time to time to the credit of the Association in insured or money market account(s) maintained at such banks, trust companies or other institutions as the Board may select.

SECTION 3. GIFTS.

The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association and not inconsistent with the Certificate of Incorporation of the Association. Any gifts made by the Association must be approved in advance by an affirmative vote of three quarters of the Directors sitting on the Board or by a majority of the Voting Members.

SECTION 4. FISCAL YEAR.

The fiscal year of the Association shall begin on the first day of January, except for the initial year, and shall end on the last day of December each year.

SECTION 5. LIQUIDATION OR DISSOLUTION.

In the event of the liquidation or dissolution of the Association, the assets of the Association shall be transferred in accordance with Article X of the Certificate of Incorporation and in compliance with tax-exempt organization requirements under the Internal Revenue Code.

ARTICLE XII

BOOKS AND RECORDS

The Association shall keep (a) correct and complete books and records of account; (b) minutes of the proceedings of its Members, the Board of Directors and any committees having any of the authority of the Board of Directors; and (c) a record of the names, addresses and class of membership of each Member. Copies of all such books, records and minutes shall be maintained in written form at the Association's registered or principal office and may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time. In addition, the Board of Directors shall cause the Association to prepare an annual financial report and an annual statement of transactions with interested persons in accordance with Sections --, respectively, of the GCL (or any successor provision) for presentation to the Members at the annual meeting.

ARTICLE XIII

INDEMNIFICATION

SECTION 1. DIRECTORS AND OFFICERS.

a) The Association shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that such person is or was a Director or officer of the Association, or a chair, vice-chair or Member of any committee or task force of the Association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to the criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

b) The Association shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a Director or officer of the Association, or a chair, vice-chair, or Member of any committee or task force of the Association, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association, unless, and only to the extent that, a court in which action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.

c) To the extent that any person referred to subparagraphs (a) and (b) of this Section 1 has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith.

d) Any indemnification under subparagraphs (a) and (b) of this Section 1 (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Director or officer is proper in the circumstances because the has met the applicable standard of conduct set forth in subparagraphs (a) and (b) of this Section 1. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) if neither of the preceding actions occurs, by a majority of the Voting Members.

e) Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding if the Board so authorizes in light of all the circumstances, and upon receipt of an undertaking by or on behalf of the Director or such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association as provided in this Section 1.

f) The indemnification provided by this Section 1 shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, bylaw, agreement, vote of Members, or disinterested Directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or officer, and shall inure to the benefit of the heirs, executors, and administrators of such person.

g) The Association shall have power to purchase and maintain insurance covering the Association and any person who is or was a Director, officer, employee, agent, or chair, vice-chair, or Member of a committee, task force or similar group of the Association, against liability asserted against such persons and incurred in any such capacity, or arising out of his/her status as such, whether or not the Association would have the power to indemnify him/her against such liability under the provisions of this Article XII.

SECTION 2. EMPLOYEES AND AGENTS.

The Board of Directors may, by resolution, extend the indemnification provisions of the foregoing Section 1 to any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he/she is or was the President and Chief Executive Officer, or any employee, agent, or other officially designated representative of the Association.

ARTICLE XIV

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the GCL, the articles of incorporation of the Association or these by-laws, 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. Attendance of a person at a meeting shall constitute a waiver of notice of the meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of the designated business at such meeting

ARTICLE XV

AMENDMENTS TO BY-LAWS

At a meeting duly called for the purpose of considering changes to the by-laws, these by-laws may be altered, amended or repealed and new by-laws may be adopted by the affirmative vote of three-quarters of all Directors, so long as written notice of any such alterations or amendments is distributed to the Members as soon as possible thereafter. Nothing herein shall limit the powers of the Members to alter, amend or repeal and adopt new by-laws at a meeting of Members duly called for such purposes.

 

These Amended and Restated By-laws were approved and implemented the 16th day of January 2014.

Life Insurance Settlement Association

By: The Board of Directors