Amended BYLAWS OF THE

ASSOCIATION OF VOLUNTEER EMERGENCY RESPONSE TEAMS, INC.

ARTICLE I

NAME

Section 1.00 Foundation Name

The name of the Foundation, a non-profit corporation organized under the Utah Nonprofit Corporation and Co-operative Foundation Act (hereinafter the "Act") and the laws of the State of Utah, shall be the "Association of Volunteer Emergency Response Teams, Inc." also registered as "AVERT" (hereinafter the "Foundation").

ARTICLE II

PURPOSE

Section 2.00 Foundation Purpose

The purpose of the Foundation shall be as set forth in its Articles of Incorporation.

Section 2.01 By-Law Purpose Description

The Foundation's Board of Trustees purpose shall be to make recommendations to ensure the continuance and continuity of the Community Emergency Response Team (CERT) program(s), to make recommendations to local municipal government having jurisdiction regarding CERT programs, to certify AVERT Training Programs as to appropriate content and methods, to collect or purchase and redistribute equipment and supplies deemed necessary for preparedness and to promote disaster and emergency preparedness.

ARTICLE III

OFFICE

Section 3.00 Registered Office

The registered office of the Foundation in Utah shall be Association of Volunteer Emergency Response Teams, 2001 South State Street, Suite S1600, Salt Lake City, Utah 84190, unless otherwise established by the Board of Trustees and a record of such change is filed with the Utah Department of Commerce, Division of Corporations and Commercial Code in the manner provided by law.

Section 3.01 Other Offices

The Foundation may also have offices at such other places as the Board of Trustees may from time to time appoint or the business of the Foundation may require.

Section 3.02 Fiscal Year

The fiscal year of the Foundation shall begin on the 1st day of January in each year.

ARTICLE IV

NOTICE OF BOARD MEETINGS

Section 4.00 Manner of Giving Notice

Notice of meetings will be in the form of publication in newspaper, or by direct mail to Members, or by fax, or by electronic medium.

ARTICLE V

BOARD of TRUSTEES RULES

Section 5.01 Initial Objectives of the AVERT Board

The Association of Volunteer Emergency Response Teams Board shall make policies and rules pertaining to the Association of Volunteer Emergency Response Teams in order that it may be operated effectively and efficiently in times of disaster.

Initial objectives of the Association of Volunteer Emergency Response Team (AVERT) Board shall be to:

(a) Make clear definitions and descriptions of the mission of AVERT;

(b) Develop and adopt an AVERT Five Year Master plan;

(c) Make such recommendations as may aid and assist the CERT program managers and Municipalities in the implementation of the adopted AVERT Master plan;

The use of the acronym "A.V.E.R.T" by related organizations is permitted, provided that the Association of Volunteer Emergency Response Teams Board has representation in such organizations and approval is gained from the Board.

Section 5.02 Master Plans

In developing the Master plan, the Board shall consider and make recommendations regarding the continuity of the Community Emergency Response Team (CERT) programs by supporting the efforts of all emergency response organizations as they relate to CERT disaster preparedness.

Section 5.03 Resources

The Board shall seek out and solicit whatever resources are feasible and appropriate for the support of AVERT and the purposes as stated herein and in the Articles of Incorporation.

Section 5.04 Fund Raising

All Funds raised by the AVERT Board shall, consistent with State Law and County Ordinance and policy, be deposited with the AVERT Treasurer in an AVERT bank account within five (5) working days of receipt, so that all funds raised shall be used solely for the purposes of AVERT.

Section 5.05 Activities and Programs

The Board shall work toward the creation and implementation of activities and programs in AVERT which are consistent with the needs of the public.

Section 5.06 Self Assessment

The Board shall continually assess the appropriateness and effectiveness of AVERT's resources and services as they relate to the needs of the public.

Section 5.07 Public Informed

The Board shall strive to keep the general public informed of the activities and concerns relating to AVERT.

Section 5.08 Voting By Proxy

Board Members shall have the right to cast a proxy vote on any written motion being offered to the board at a regularly held board meeting, by informing the Chair and Vice-Chair, either verbally or in writing. The Chair shall present this proxy vote, on behalf of the board member at the time in which the vote is called on that specific piece of business, with the Vice-Chair confirming the accuracy and legitimacy of said proxy vote. Any board member choosing to vote by this means is encouraged to send a signed letter or e-mail message to the chair and vice-chair.

ARTICLE VI

BOARD MEMBERS

Section 6.01 Board of Trustees

The AVERT Board shall be comprised of three (3) to twelve (12) voting full members. They shall be representative of the population to be served by AVERT. There shall be such ex-officio or non-voting advisors to the Board from communities as the Board may deem appropriate. All voting full members shall be at least CERT trained or shall have certified training superior to CERT training, as determined by the Board.

Section 6.02 Trustee Replacements

New Board members will be presented by the Executive Committee for approval by a total majority vote of the Board when a Quorum is present. Procedures shall include reasonable opportunity for all Board members to be fully informed.

Section 6.03 Vacancy Declared

A Board member's seat shall be declared vacant when such member is absent from three (3) consecutive board meetings without formally notifying the Chairperson or his or her representative prior to each meeting.

Section 6.04 Vacancy Filled

When vacancies occur the Board shall act promptly to fill the seat of the vacancy. The new board member will complete the term of his/her predecessor.

Section 6.05 Member Term

Board members shall be appointed for a term of three consecutive years, with not more than one-third (1/3) of its member's terms to expire each year. Initial member's appointed to the board shall be appointed for one, two, or three year terms, as deemed appropriate by the Executive Committee, in order to accomplish the staggered terms. Thereafter, all subsequent board members shall be appointed for a term of three (3) years. No member of the board shall be reappointed to a consecutive term more than once.

Section 6.06 Removal

Any member may be removed from the Board with just cause by vote of two-thirds (2/3) of the total members of the Board.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 7.01 Executive Committee

The Executive Committee of the Board shall be the Chairperson, Vice-Chairperson and the Chief Financial Director. All Executive Committee Members shall be elected by the Board of Trustees. Executive Committee Elections will be held at an annual meeting of the Board. Executive Committee Members shall hold office for a period of one (1) year. All Executive Committee Members shall be selected from members of the Board of Trustees.

Section 7.01.1 The Chairperson

The Board Chairperson shall preside at board meetings and shall be ex-officio member of all committees with exception of any committee which may be preparing nominations for board executive committee members. The Board Chairperson shall have the right to veto any affirmative vote of the board that they deem is contrary to the purposes and operations of the corporation, with exception of any votes dealing with election of board executive committee members; with the board reserving the right to overturn the Chair's veto by a two thirds vote of the full board. The Chairperson will conduct all board meetings according to the standing rules of the board, as defined in policy & procedure 1010.

Section 7.01.2 The Vice Chairperson

The Vice Chairperson shall have all the powers and duties of the Chairperson in the absence of the Chairperson. The Vice Chairperson will act as the representative of community council and municipal interests for AVERT.

Section 7.01.3 The Financial Director

The Financial Director reports to the Board of Trustees all matters of Corporate Finances, and acts as the chief financial officer for the foundation. The Financial Director will act as the Treasurer's supervisor and coordinate necessary meetings between the Treasurer and the CPA accounting organization as necessary. The Financial Director may appoint an interim Treasurer as needed until a new Treasurer is qualified and approved by the board.

Section 7.02 Tabling Resolutions

The Executive Committee may table any resolution or matter made by the Board of Trustees for a time period not to exceed more than ninety (90) days. The matter may be brought to the Board prior to that time for reconsideration at a special meeting of the members of the Board. To table a resolution the Executive Committee Member must have one other Board member second the motion to table.

ARTICLE VIII

EXECUTIVE OFFICERS

Section 8.01 Executive Officers

The executive officers of the Foundation shall be the General (Program) Manager, Secretary and Treasurer. All Executive Officers will hold their positions perpetually at the pleasure of the AVERT Board.

Section 8.01.1 The Secretary

The Secretary of AVERT shall have the responsibility for taking and transcribing the minutes of board meetings, receiving and preprocessing of documents for Board meetings, preparing information packets for meetings and post-processing all meeting documents. The minutes shall be mailed, posted on the Web Site or faxed by the Secretary to each board member within seven (7) days of the board meeting. The agenda for the next meeting will be mailed, posted on the Web Site or faxed to board members between three (3) and ten (10) days prior to the next board meeting. The Secretary shall attempt to remind each member of the board of the next board meeting at least twenty-four (24) hours prior to the next scheduled meeting.

Section 8.01.2 The Treasurer

The position of the Treasurer of AVERT can be held by the Secretary, and shall collect and transmit all funds raised by the Foundation to an AVERT bank account in accordance with Article V, Section 4, hereof, and advise the AVERT Board of the same. The Treasurer shall work with a CPA accounting organization assuring that all necessary reporting documentation occurs. The CPA accounting organization shall be the Auditor of the Foundation's Books. In the case of necessary appointment, an Interim Treasurer will assume the responsibilities of the Treasurer as outlined.

Section 8.01.2.1 Signatory Authorizations

Disbursements for day to day operation of AVERT, (less than $100.00), may occur without Board review and the counter signature of an Executive Committee Member. All other, checks, drafts or any other disbursement from an AVERT account will require two signatures. The Treasurer will be provided with advisable bonding security for the necessary board members.

Section 8.01.3 The General (Program) Manager

The General (Program) Manager shall be responsible to uphold the integrity of the AVERT organization through the development and implementation of the AVERT and CERT programs. This shall include attendance at Board meetings, maintaining the CERT database of trained citizens and the membership, providing for continuing educational opportunities of AVERT personnel, and representing and reporting on AVERT activities to government entities and other Emergency Program Managers.

ARTICLE IX

COMMITTEES

Section 9.01 Committee Creation

The Board, at its discretion, may create and / or abolish its own committees or other organization units. Committees shall serve to make recommendations to the Board unless otherwise specified by the Board and AVERT Policies & Procedures.

Section 9.02 Committee Classifications

Committees shall be designated as standing committees and ad hoc committees. Standing committees will be those which are formed for at least one year. The ad hoc committees will be appointed as needed.

Section 9.03 Committee Members

Committee chairpersons and members must be approved by the Board of Trustees. All committee members must be volunteers to the Foundation.

Section 9.04 Membership Committee

There shall be an ad hoc membership committee whose duties are to evaluate prospective members according to board membership requirements as outlined in Article VI, above, and to keep an updated list of approved names of prospective members and to recommend approved candidates for membership to the Board in case of vacancies on the Board.

ARTICLE X

BOARD MEETINGS

Section 10.01 Meetings

The Board shall meet monthly unless otherwise determined by the board. Written notice shall be sent by the Secretary to all board members three (3) to ten (10) days in advance of the meeting date, with the exception of emergency meetings.

Section 10.02 Quorum

A majority of the board members shall constitute a quorum, and a majority of the members in attendance at any meeting shall, in the presence of a quorum, decide its action.

Section 10.03 Emergency Meetings

Any Board Member or Executive Officer may call a special or emergency meeting upon the request or approval of a least three (3) additional Board Members.

Section 10.04 Board or Officer Vacancies

During any regular monthly meeting, the board may elect another board member to fulfill the unexpired term of any Board Member or Executive Officer who has vacated that seat or position.

Section 10.05 Annual Meeting

The annual meeting shall be held during the month of January. The principal agenda item for this meeting shall be the seating of newly elected Board Members and appointed Executive Officers, who shall take office immediately.

Section 10.06 Rules of Order

Roberts Rules of Order shall apply in all situations not specifically covered by these Bylaws.

ARTICLE XI

Section 11.01 Amendment to bylaws

These bylaws shall be amended upon an affirmative vote of two-thirds (2/3) or more of the existing board members.

Section 11.02 Written Notice

Written notice setting forth the proposed amendment shall be mailed or given to each member of the board no less than ten (10) days prior to the meeting, during which a vote is cast on the amendments.

Section 11.03 Policies & Procedures

The AVERT Policies & Procedures shall provide greater details and more restrictive requirements than these By Laws and are intended to supplement these By Laws. In addition to topics addressed in these By Laws, the Policies & Procedures will address other topics of concern to the Foundation. By reference herein, AVERT Policies & Procedures are considered an extension of the By Laws and must therefore be approved by the Board when major revisions are made or new policies and procedures are developed.