BYLAWS OF THE

CATHOLIC PROFESSIONAL & BUSINESS GROUP - DIOCESE OF RENO,

A Nevada Non-Profit Corporation

ARTICLE I

MISSION STATEMENT

The mission of the Catholic Professional and Business Group shall be to incorporate and uphold, the Deposit of Faith (Sacred Scripture, Sacred Tradition, and the Magisterium), which is the foundation of our beliefs in every aspect of our daily lives. We will gather to share with others who seek a more ethical business environment.

As professionals and businessmen and women, we are called to live our Christian ethics not only on Sundays, but throughout our daily lives at home and at work.

Each of us shall strive to achieve a commingling of our ethical obligations and our professional obligations in demonstration of the fact that ethics and business need not be mutually exclusive terms.

ARTICLE II

MEMBERSHIP

Membership is open to all Christians and interested adults who share the commitment to the Mission Statement set forth above. However, the emphasis of this organization shall be from the Catholic faith.

There shall be an annual membership fee in an amount to be determined by the Board of Directors, in addition to the cost of the monthly breakfast.

Privileges of membership shall be determined from time to time by the Board of Directors, and may include receipt of a monthly newsletter, access to the Group's roster through a website, a discounted price for the monthly breakfast, and receipt of a framed certificate from the organization, evidencing the member's participation in this organization.

ARTICLE III

BOARD OF DIRECTORS

The Board of Directors shall consist of no less than 3 and no more than 15 persons, chosen from the membership of the organization. It is the intent of this organization that the Board of Directors shall reflect the diversity of our membership and parishes, and the Christian community which we serve.

The initial Board of Directors shall be the original Steering Committee, which organized the CP&BG, and are to be ratified by the Bishop.

In succeeding years, Board nominees shall be proposed by the then existing Board of Directors, and the new members shall be elected by the then existing Board. However, before the actual election of the Board members, the list of nominees shall be approved by the Bishop.

At any time as he or she deems necessary, the President of CP&BG may fill a vacancy on the Board by nominating one or more persons to fill the vacancy, from the general membership of the organization. Said person shall become a member of the Board of Directors upon vote of a majority of members of the Board.

Duties of the Board of Directors

The Board of Directors shall conduct the general business of the organization, including but not limited to the following duties:

Determine the organization's meeting programs and agenda;

Adopt changes to the Bylaws;

Provide for the filling of vacancies on the Board, in accordance with nominations made by the President;

Determine the use to which and funds in excess of the organization's expenses shall be put, including the establishment of any scholarship fund, etc.;

Establish and participate on any special committees as may be necessary from time to time;

Attend periodic Board of Directors meetings as called by the President. In the event a Director misses three consecutive such meetings, the Director shall be subject to possible removal from the Board, upon vote of a majority of the Directors.

ARTICLE IV

OFFICERS

CP&BG shall have the following offices: President, Vice-President, Secretary, and Treasurer.

The term of office shall be one year. Each officer may serve three terms in each particular office. Terms shall commence on the date of the annual Installation of Officers meeting (to be determined by the President).

Officers shall be elected annually at the annual Installation of Officers meeting. However, each current officer shall be given the option to move up to the next officership position if they desire (i.e, Vice-President shall be offered the position of the President, etc.). If the current officer declines to accept the new officership, then that office shall be declared vacant, and filled as set forth below.

Vacancies of any officership shall be filled by nomination from the current President, and approved by a majority of the Board of Directors. The President shall have the authority to establish a Nominating Committee from the current Directors to assist with the filling of any Board vacancy.

Any retiring Director may be considered to serve on the Honorary Board of Ex Officio Directors, upon the mutual consent of the retiring Director and the current Board. As a member of the Honorary Board of Ex Officio Directors, the Director shall have the opportunity to continue to participate in the general organizational planning on an informal basis and contribute time and suggestions towards the implementation of the goals of this organization.

Any officer may be removed from office upon a vote of the majority of the Board of Directors, if it is determined in the Board's sole discretion that said director is no longer willing or able to fulfill his or her duties as an officer as described herein.

At the expiration of the President's term, each President shall prepare a report on the preceding year's activities, including financial position and any change thereto, as well as any suggestions the President has for use of excess funds of the organization as described herein.

ARTICLE V

MEETINGS

The Board of Directors shall meet at a time and place that may be selected by the President upon notice to all members of the Board of Directors. Provided, however, there shall be no meetings in July, August and December.

ARTICLE VI

USE OF EXCESS FUNDS

In the event the organization has funds in excess of its costs left at the end of any fiscal year, the President shall have the authority to establish a committee to recommend the use to which said funds should be dedicated. No funds in excess of costs may be dedicated as set forth below, unless the ending balance at the end of the fiscal year of the organization's bank account is at least $2,000.00

Said use must conform to the underlying goals of the organization as set forth in the Mission Statement. All such recommendations of the committee shall be considered and voted upon by the Board of Directors. The use which receives the most votes in its favor shall be adopted by the Board.

Examples of the types of uses which are considered to be in accordance with CP&BG's organization purpose, include, but are not limited to the establishment of a scholarship fund, a sponsorship program for students or other programs which highlight and advance the commingling of ethics and business in our community.

ARTICLE VII

AMENDMENTS

These Bylaws may be amended, revised or repealed and new Bylaws adopted by a simple majority vote of the Board of Directors, from time to time as deemed necessary by the Board.

ADOPTED AS AMENDED August 1, 2005