By-Laws

of

DESOTO CITIZENS FOR GROWTH of

HERNANDO, MISSISSIPPI, INC.

Adopted

November 24, 2003

ARTICLE I. NAME AND DESCRIPTION:

The name of this organization shall be Desoto Citizens for Growth, Hernando, Mississippi. It is incorporated as a nonprofit corporation under the laws of the State of Mississippi.

Said corporation is organized exclusively for charitable, educational, and scientific purposes, under section 501©(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE II. PURPOSE AND GOALS:

Our purpose is to promote responsible residential and commercial growth in Desoto County, Mississippi by providing public information to all segments of the community and by encouraging active communications between citizens and their elected and appointed officials.

We will accomplish this purpose through the following list of goals:

1. Educate and inform the community at large about the issues being evaluated by the supervisors, aldermen and planning commissions at both the city and county level for the purpose of reasoned and responsible debate and discussion;

2. Attend public meetings in order to be well informed of current and future planned growth for our area;

3. Advocate developmental density conformity to existing neighborhoods whenever possible; thereby protecting land values for Desoto County homeowners;

4. Limit the environmental impact of the retail and commercial sectors of the community by supporting tougher local laws and restrictions to protect or replace natural vegetation and protect wildlife habitat wherever feasible;

5. Support the planning and building of basic infrastructure (schools, roads, sewers, etc.) prior to the development of any given area;

6. Keep the community informed concerning spot zoning on any level;

7. Encourage other means of revenue for municipalities, including property taxes, professional service center, corporate headquarters, high end retail stores and antique mall, rather than “big box” retail;

8. Develop a communication system via e-mail to facilitate timely and correct dissemination of information regarding development in Desoto County to concerned citizens, home owner groups or business owners;

9. Research EPA standards and the impact of rapid growth in Desoto County;

10. Any other activity in keeping with our purpose and description.

ARTICLE III. GOVERNANCE:

No part of the net earnings of this organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

ARTICLE IV. MEMBERSHIP:

Members shall be citizens of Desoto County who share the goals and purposes of this organization. Active members are those attending our meetings and volunteering their time to talk with people, attend meetings in various areas of the county, and participate in activities to fund our projects.

No dues or fees are required to join the organization.

SECTION I. VOTING PRIVILEGES:

A. All active members from 18 years of age and up shall be entitled to vote on any matter submitted at the regular and special business meetings.

B. An inactive member cannot hold any office or have the privilege of vote in any of the meetings.

ARTICLE V. OFFICERS:

SECTION I. OFFICERS OF THE ORGANIZATION:

A. The offices of the organization are:

President Treasurer

Vice President Secretary

All these positions shall be filled by election or appointment as the need arises. .

B. Election of officers shall be at the annual meeting in November of each year

for a term of one year. Officers may succeed themselves.

C. All Officers are expected to be faithful in attendance and participation in regular business meetings and activities.

D. All officers shall normally assume their duties on January 1st. Retiring officers shall hold their office until the term of newly elected officers begins.

SECTION II.- OTHER POSITIONS:

Other positions of responsibility shall be created as needed, electing a person or persons to fill them.

SECTION III. – DUTIES OF THE OFFICERS:

A. President – shall preside over meetings; may call special meetings; provide leadership to fulfill the purpose of the organization.

B. Vice President – shall preside over meetings in the absence of the President; provide leadership to fulfill the purpose of the organization.

C. Secretary – shall keep a permanent record of all meetings and all organizational documents and legal papers.

D. Treasurer – shall keep accurate records of cash receipts and disbursements; prepare monthly reports and make them available for public viewing upon request.

ARTICLE VI. FINANCES:

SECTION I In general the funds raised for the organization shall be by

donations.

A. A record of contributors by date, name, address, and amount shall be kept

by the Treasurer. The names and addresses of contributors shall be available to

any officer. An individual’s record shall be made available to that individual

upon request.

SECTION II. Disbursement of funds shall only be made for normal operating

expenses and projects approved at regular or special meetings..

A. In emergency situations, the officers may approve the payment of a bill that

cannot wait until a regular meeting.

B. The Treasurer shall keep accurate records and receipts of all disbursements.

ARTICLE VII. BUSINESS MEETINGS:

SECTION I. ANNUAL MEETINGS:

A. There shall be an annual business meeting in the month of November.

B. The organization’s business year will begin Jan. 1st and end Dec. 31st.

SECTION II. REGULAR BUSINESS MEETINGS:

A. There shall be monthly business meetings unless there is no business

SECTION III. SPECIAL MEETINGS:

A. Special business meetings may be called as they become necessary.

ARTICLE VIII. CORPORATE SEAL:

SECTION I. This Corporation shall not have a corporate seal.

ARTICLE IX. AMENDMENTS:

SECTION I. These Articles (By-Laws) may be amended by a sixty-six (66%) percent vote at a special business meeting called for that purpose.

ARTICLE X. DISSOLUTION:

A. Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501©(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county of Desoto, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.