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BYLAWS

ADDICITION PROFESSIONALS RESOURCE ALLIANCE,

a Texas nonprofit association

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Article 1: Organizational Matters

1.01 Formation. The undersigned persons (the "Initial Members") hereby form a nonprofit association (the "Association") under Chapter 252 (Unincorporated Nonprofit Associations) of the Texas Business Organizations Code (the "TBOC"). The minimum number of Initial Members for the formation of the Association shall be five (5).

1.02 Name. The name of the Association is "Addiction Professionals Resource Alliance."

1.03 Purpose. The primary purpose of the Association is to provide networking and

educational opportunities for addiction and mental health professionals and to conduct all activities reasonably relating thereto. The Association shall have all power and authority to do all acts that an Association may do under the TBOC.

1.04 Principal Office. The Association's principal office shall be located at such location as may from time to time be determined by the Board of Directors.

Article 2: Association Actsivitie

2.01 Activities. Without limiting the generality of the purpose described in Bylaw 1.03 (Purpose), in addition to other activities as may be prescribed from time to time by the Board of Directors, the Association may engage in the following activities:

(a) Organize networking events;

(b) Organize educational events for addiction and mental health professionals;

(d) Maintain a current mailing list of Members and other persons interested in the Association and its activities;

(e) Publish a Directory of Members in hardcopy format;

(f) Create an Association web site to list Members, upcoming events, articles, and to provide links to Member organizations or professional home pages;

(g) Promote collaboration between addiction and mental health professionals and educational institutions;

(h) Develop and maintain a speakers bureau of addiction and mental health professionals who are available for community education presentations;

(i) Organize an annual event designed to promote service work of volunteer Member to benefit the community at large; and

(j) Publish a newsletter that informs Members about upcoming events, trainings, and other addiction and mental health treatment-related issues.

2.02 Prohibited Activities. In addition to other activities as may be prohibited by the Board of Directors, the Association shall not engage in any of the following activities:

(a) Endorse any specific treatment philosophy or modality;

(b) Discriminate in membership on the basis of race, age, gender, ethnicity, or treatment philosophy;

(d) Accept funds or engage in activities that would benefit of any one organization or individual Member over another.

Article 3: Members

3.01 Classes. There shall be one class of Members of the Association.

3.02 Qualifications. Members must meet at least one of the following qualifications as well as any other qualifications determined from time to time by the Board of Directors:

(a) Be a licensed or certified addiction or mental health professional;

(b) Be a practitioner or intern in the process of acquiring licensure or certification as an addiction or mental health professional;

(d) Be affiliated with a licensed or accredited addiction, treatment, prevention, mental health or psychotherapy organization;

(e) Be a college or university faculty member in a behavioral sciences program; or

(f) Be affiliated with any business or organization which provides goods or services to addiction or mental health professionals or to accredited addiction, treatment, prevention, mental health or psychotherapy organizations.

3.03 Dues. Members shall pay annual membership dues at such times and in such amounts as determined from time to time by the Board of Directors. The initial annual membership dues shall be $25.00.

3.04 Admission. The Association shall admit as a Member each person who (a) applies for membership in the manner prescribed from time to time by the Board of Directors; (b) meets at least one of the qualifications provided in Bylaw 3.02; and (c) pays the required initial membership dues. A Membership is not transferrable or assignable without the approval of the Board of Directors.

3.05 Expulsion. The Board of Directors may expel any Member for any of the following reasons, as determined by the Board of Directors in its sole discretion:

(a) The Member ceases to meet any of the qualifications provided in Bylaw 3.02;

(b) The Member fails to pay Membership dues when due; or

3.06 Lack of Authority. No Member (other than a duly elected or appointed Director or officer acting as such) has the authority or power to act for or on behalf of the Association, to do any act that would be binding on the Association, or to incur any expenses on behalf of the Association.

3.08 Election of Directors. Each year commencing 2011, the Members shall vote on a slate of Directors proposed by a nominating committee appointed by the Board of Directors. At least ten (10) days before the annual meeting of the Board of Directors, the President shall send notice of the proposed slate of Directors to the Members. Each Member is entitled to one vote, which vote shall be submitted by electronic communications. Votes must be received prior to commencement of the annual meeting of the Board of Directors in order to be included in the calculation of the votes.

3.09 Required Vote. Each Member shall have one (1) vote on each act or decision of the Members. The vote of at least fifty-one percent (51%) of the Members is required for the election of the proposed slate of Directors or any other act or decision which the Board of Directors, in its sole discretion, proposes to the Members.

Article 4: Board of Directors

4.01 Management. The business and affairs of the Association shall be managed under the direction of the Board of Directors. No individual Director has the right, power, or authority to act for or on behalf of the Association, to do any act that would be binding on the Association, or to incur any debts or obligations on behalf of the Association.

4.02 Number. The Board of Directors shall consist of a minimum of nine (9) Directors and a maximum of eleven (11) Directors. The initial number of Directors shall be determined by the Initial Members at the organizational meeting of the Association; thereafter, the number of directors shall be determined from time to time by the Directors.

4.03 Qualifications. The Directors must be Members of the Association.

4.04 Initial Board of Directors. The initial Board of Directors shall consist of the two classes, Group 1 and Group 2. Group 1 Directors shall serve for one (1) year; Group 2 Directors shall serve for two (2) years. The persons who shall serve as initial Directors of the indicated group shall be determined by the Initial Members at the organizational meeting of the Association.

4.05 Election. Commencing in 2011, Directors shall be elected in the manner provided in Bylaws 3.08.

4.06 Term. The Initial Directors named in Bylaw 4.04 shall hold office for the period indicated in Bylaw 4.04 and until their successors are elected and qualified. Each successor to the Initial Directors shall hold their office for two (2) years and until his/her successors is elected and qualified.

4.07 Nominations. The Board of Directors shall appoint three (3) Directors to act as a nominating committee to select a slate of Directors to replace the Directors whose terms are ending at the next annual meeting of the Board of Directors.

4.08 Removal. At any meeting of the Board of Directors called expressly for that purpose, any one or more Directors may be removed by the vote of a majority of the other Directors, even though less than a quorum.

4.09 Vacancies. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by the vote of a majority of the remaining Directors, even though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

4.10 Required Vote. Each Director shall have one (1) vote on each act or decision of the Board of Directors. Unless otherwise specified in these Bylaws, any act or decision of the Board of Directors shall be effective only if it is approved by a majority of the Directors then serving.

4.11 Change in Number. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease shall have effect of shortening the term of any incumbent Director. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election of the Members.

4.12 Place of Meetings. Board of Directors meetings may be held within or without the State of Texas as designated from time to time by the Board of Directors. Absent such designation, meetings of Board of Directors shall be held at the Association's principal office.

4.13 Meetings. Meetings of the Board of Directors shall be held at the call of the President or any Director, but there shall be at least one meeting in January of each calendar year. The first meeting in each calendar year shall be the annual meeting.

4.14 Notice of Meetings. Notice of Board of Directors meetings shall be given in writing at least seventy-two (72) hours in advance to all Directors by or at the direction of the President or any Director

4.15 Quorum. Four (4) Directors shall constitute a quorum for the transaction of business at meetings of the Board of Directors.

4.17 Manner of Voting. Votes of the Directors may be in person, by proxy or by electronic communications.

4.18 Rules. The rules contained in the then-most current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

4.19 Minutes. The Board of Directors shall keep regular minutes of its proceedings, which shall be placed in the minute book of the Association along with written consents in lieu of meetings.

4.20 Committees. The Board of Directors may create committees which will have the authority designed by the Board of Directors. Each committee will be chaired by a Director appointed by the Board of Directors. The committee chair shall have the right, but not the obligation, to name one or more Members to serve on the committee with him/her. The Board of Directors shall have the power at any time to change the authority and members of any committee, to fill vacancies, and to terminate the existence of the committee. The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any Director, of any responsibility imposed by law. Without limiting the generality of the foregoing, the Board of Directors may create the following committees:

(a) Membership committee;

(b) Website committee;

(d) Event and Program committee.

Article 5: Advisory Board

5.01 Establishment. The Board may establish an Advisory Board to advise and consult with the Board concerning any matter of interest to Association. The Board shall have the power at any time to change the members of the Advisory Board, to fill vacancies, and to terminate the existence of the Advisory Board.

5.02 Membership. The Advisory Board shall consist of that number of members and have such qualifications as may be determined from time to time by the Board.

5.03 Other. The Advisory Board members shall have the right to attend meetings of the Board, except when otherwise determined by the Board. The Advisory Board shall not have voting rights or other powers. The Advisory Board members shall receive no compensation, but may be reimbursed for their reasonable and necessary expenses incurred in connection with their service on the Advisory Board. The designation of an Advisory Board shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

Article 6: Notice; Other Action

6.01 Notice.

(a) Manner. Whenever by law or these Bylaws, notice is required to be given to a Director, officer or Member, and no provision is made as to how the notice shall be given, such notice shall be effective if given as follows: (1) by personal or express delivery, with charges paid by the sender; (2) United States Mail; (3) facsimile; or (4) electronic communications. All such notices shall be addressed to the Director, officer or Member at his most recent address appearing on the records of the Association.

(b) Receipt. If a notice is given by personal or express delivery, facsimile or electronic communications, it shall be deemed received upon the earlier to occur of (1) actual receipt, or (2) if delivery is attempted and refused, upon such refusal. If a notice is given by mail, it shall be deemed received upon the earlier to occur of (1) actual receipt, (2) three (3) days after deposited at a post office or official depository under the care and custody of the United States Postal Service, or (3) if delivery is attempted and refused, upon such refusal.

6.02 Action without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or Members may be taken without a meeting if the proposed action is approved by the number of Directors or Members necessary to take that action as elsewhere provided in these Bylaws, so long as such approval is either (1) in writing and signed by at least the required number of Directors or Members, or (2) by electronic communications sent by the at least the required number of Directors or Members.

6.03 Meetings by Remote Communications Technology. Subject to the provisions of law and these Bylaws, a meeting of the Board of Directors or Members may be held by means of an electronic communications system, including conference telephone or similar communications equipment, videoconferencing technology or the Internet or any combination. Each person participating in the meeting need not be able to communicate concurrently with each other participant.

A person participating in a meeting is considered present at the meeting, unless the participation is for the express purpose of objecting to the transaction of business at the meeting on the ground that the meeting has not been lawfully called or convened.

Article 7: Officers and Agents

7.01 Number and Title. The Association shall have a President, a Secretary and a Treasurer. The Association may also have, at the sole discretion of the Board of Directors, one or more Vice Presidents and such other officers and assistant officers and agents as the Board of Directors from time to time designates.

7.02 Qualifications. Officers must be Directors.

7.03 Election. The officers of the Association shall be elected or appointed by the Board of Directors annually or at such other time as the Board of Directors may determine.

7.04 Term. Unless otherwise specified by the Board of Directors in writing at the time of election or appointment, each officer shall hold office until the end of the term for which he/she was elected or appointed, or, if earlier, his death, resignation, or removal, or a successor to the office is elected and qualified.

7.05 Several Offices. No two offices may be held by the same person.

7.06 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, at any regular or special Board of Directors meeting. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

7.07 Vacancies. Any vacancy occurring in any office of the Association (by death, resignation, removal or otherwise) may be filled by the Board of Directors at any regular or special Board of Directors meeting.

7.08 Authority. Officers and agents shall have such authority and perform such duties in the management by the Association as are provided in these Bylaws or as may be designated by resolution of the Board of Directors not inconsistent with these Bylaws.

7.09 President. Subject to the direction of the Board of Directors, the President shall be the chief executive officer of the Association. The President shall control the Association's business and the officers, agents and employees of the Association, and he/she shall have the general powers and duties of management usually vested in the office of president of a Association, including, without limitation, the power and duty to appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents and employees of the Association other than the duly appointed or elected officers of the Association. He/she shall preside at all Board of Directors meetings. He/she shall see that all orders and resolutions of the Board of Directors are carried into effect. He/she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.

7.10 Vice President. The Vice Presidents in the order of their seniority, unless otherwise designated by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

7.11 Secretary.

(a) The Secretary shall attend all Board of Directors meetings and all meetings of the Members, and the Secretary shall record all votes, actions, and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for committees when required.

(b) He/she shall give, or cause to be given, notice of all Members meetings and special Board of Directors meetings.

(c) He/she shall be under the supervision of the President. He/She shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

7.12 Treasurer.

(a) The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Association, and shall deposit all funds of other valuables in the name and to the credit of the Association in depositories designated by the Board of Directors

(b) He/she shall disburse the funds of the Association as ordered by the Board of Directors, and prepare financial statements as they direct.

(c) If required by the Board of Directors, he/she shall give the Association a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board of Directors) for the faithful performance of the duties of his office and for the restoration to the Association, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Association.

(d) He/she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

7.13 Assistant Officers. The assistant Secretaries and Treasurers in the order of their seniority, unless otherwise designated by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, as the case may be, perform the duties and have the authority and exercise the powers of the Secretary or Treasurer, as the case may be. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or the President may from time to time delegate.

7.14 Indemnification. The Association may, to the extent permitted by law, indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a officer of the Association.

Article 8: Execution of Instruments and Deposit of Funds

8.01 Authority for Execution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and that authority may be general or confined to specific instances. Unless so authorized, no officer or agent shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

8.02 Execution of Instruments. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Association, promissory notes, deeds of trust, mortgages, and other corporate instruments or documents, and certificates of shares of stock owned by the Association, shall be executed, signed or endorsed by the President and such other officer, if any, as is designated by the Board of Directors, and may have the corporate seal affixed thereto.

8.03 Bank Accounts and Deposits.

(a) All funds of the Association shall be deposited from time to time to the credit of the Association with such federally insured banks, financial institutions or other depositories as the Board of Directors may select or as may be selected by any officer or agent of the Association to whom that power may be delegated from time to time by the Board of Directors.

(b) Endorsements for deposit to the credit of the Association in any of its duly authorized depositories may be made without countersignature by the President, Secretary or Treasurer, or by any officer or agent of the Association to whom the Board of Directors, by resolution, has delegated that power, or by hand stamped impression in the name of the Association.

(c) All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Association shall be signed or endorsed by such person and in such manner as shall be determined from time to time by the Board of Directors.

Article 9: Records and Reports

9.01 Minutes of Corporate Meetings. The Association shall keep at its principal office a book of minutes of all Board of Directors meetings, each committee of the Board of Directors and its Members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given of the meeting, the names of those present at Board of Directors meetings, at each committee of the Board of Directors, the number of shares present or represented at Members' meetings, and the proceeding of such meetings. If a written consent in lieu of Board of Directors meetings or Members is executed, an original or copy of such consent shall be included in the minute book.

9.02 Books of Account. The Association shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.

9.03 Inspection of Records.

(a) Members. Any person who has been a Member of the Association for at least six (6) months immediately preceding his demand, upon written demand stating the purpose thereof, shall have the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes, and written consents in lieu of meetings.

(b) Directors. Each Director shall have the right, at any reasonable time or times, to examine and copy the Association's books and records of account, minutes, written consents in lieu of meetings, and any other corporate books and records, for any purpose reasonably related to the Director's service as a Director of the Association.

9.04 Annual Reports. The Board of Directors shall deliver a written annual report to the Members, at least ten (10) days before each annual meeting of the Members. The annual report shall contain a full and clear summary and statement of the business and condition of the Association, including a reasonably a detailed balance sheet and income statement for the last fiscal year and for the prior fiscal year.

Article 10: General Provisions

10.01 Amendment of Bylaws. These Bylaws may be amended or repealed and new Bylaws adopted only by a vote or written consent of a majority of the Directors then serving.

10.02 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any part of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:

(a) The remainder of these Bylaws shall be considered valid and operative; and

(b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.

10.03 Headings. The headings of these Bylaws are for convenience and clarity. In interpreting these Bylaws, they shall be subordinated in importance to the other written material.

10.04 Resignation. A Director, Member, committee member, officer or agent may resign by giving written notice to the President, Secretary or the Board of Directors. The resignation shall take effect at the time specified in it, or immediately if no time is specified. Unless it specifies otherwise, a resignation takes effect without being accepted.

INITIAL MEMBERS:

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