The Tax Counsellor

BYLAWS

1. Corporation Without Members. This corporation has no members. Any action which would otherwise require membership approval shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of Directors.

BOARD OF DIRECTORS

2. Number.The authorized number of directors of this corporation shall be not less than two nor more than nine, with the exact number of directors to be fixed, within the limits specified, by a resolution adopted by the Board of Directors. The number of directors may be changed by an amendment to the Articles of Incorporation or these bylaws.

3. Powers.Subject to the limitations imposed by law or contained in the Articles of Incorporation or these bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the ultimate direction of the Board of Directors.

4. Election, Term of Office, and Vacancies. Directors of the corporation shall be elected by the Board to terms of one year. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which the director was elected and until a successor has been elected and qualified. Vacancies on the Board of Directors, whether or not caused by removal, may be filled by a majority of the directors then in office, regardless of whether they constitute a quorum, or by a sole remaining director. No reduction in the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office.

5. Removal.

(a) For Cause. The Board of Directors may declare vacant the office of any director who has been declared to be of unsound mind by final court order, convicted of a felony, or found by a final court order or judgment to have breached any duty under Article 3 (relating to standards of conduct) of the California Nonprofit Corporation Law.

(b) Without Cause. Any director may be removed without cause if such removal is approved by a majority of the directors then in office.

6. Resignation. Any director may resign by giving notice to the Chairperson of the Board, the President, the Secretary or the Board of Directors. The resignation of a director shall be effective when notice is given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation. Except upon notice to the Attorney General of the State of California, no director may resign when the corporation would then be left without a duly elected director or directors in charge of its affairs.

7. Compensation. If the Board of Directors so resolves, the directors, including the Chairperson of the Board, shall receive compensation and expenses of attendance for meetings of the Board of Directors and committees. Subject to Section 8 of these bylaws, nothing in this Section shall be construed to preclude any director from serving the corporation in another capacity and receiving just and reasonable compensation for such service.

8. Restriction on Interested Directors. Not more than 49% of the persons serving on the Board of Directors may be interested persons. For purposes of this Section 8, an interested person is either (i) any person currently being compensated by the corporation for services rendered to the corporation within the previous 12 months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a director as director; or (ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

9. Committees.

(a) Committees of the Board. The Board of Directors may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees of the Board, each consisting of two or more directors, to serve at the pleasure of the Board. Appointments to any such committees shall be by a majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee who may replace any absent member at any meeting of the committee. To the extent permitted in the resolution of the Board of Directors, any such committee may exercise all of the authority of the Board except:

(i) The approval of any action which, under the California Nonprofit Corporation Law, would also require approval by the members or by a majority of all members, were this a corporation with members.

(ii) The filling of vacancies on the Board or any committee which has the authority of the Board.

(iii) The fixing of compensation of the directors for serving on the Board or on any committee.

(iv)The adoption, amendment or repeal of bylaws.

(v) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.

(vi)The appointment of committees of the Board or the members of such committees.

(vii)The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.

(viii) The approval of any self-dealing transaction, except as provided in Section 5233(d)(3) of the California Nonprofit Corporation Law.

(b) Other Committees. Pursuant to specific resolutions, the Board may delegate to any committee, however composed, any power or powers other than those set forth in subparagraphs (i) through (viii) of paragraph (a) above; provided however, that all such delegated powers shall be exercised under the ultimate direction of the Board.

10. Inspection of Records and Properties. Each director may inspect all books, records, documents, and physical properties of the corporation at any reasonable time. The right of inspection includes the right to copy and make extracts.

11. Time and Place of Meetings and Telephone Meetings. Meetings of the Board may be called by the Chairperson of the Board, the President or any Vice President, the Secretary, or any two directors. Meetings of the Board of Directors shall be held at such times as the Board may determine. All meetings of directors shall be held at the principal office of the corporation or at such other place, within or without California, as shall be designated in the notice of the meeting or in a resolution of the Board of Directors. Directors may participate in a meeting through use of conference telephone or similar communications equipment, provided that all members so participating can hear each other.

12. Notice. Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings has been fixed in these bylaws or by the Board. Special meetings shall be held upon four days' notice by first-class mail or 48 hours' notice delivered personally or by telephone or telegraph. Regular meetings shall be held upon similar notice if notice is required for such meetings. Neither a notice nor a waiver of notice must specify the purpose of any regular or special meeting. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting is announced at the meeting at which the adjournment is taken, but if a meeting is adjourned for more than 24 hours, notice of the adjourned meeting shall be given prior to the time of such meeting to the directors who were not present at the time of the adjournment.

13. Meeting Without Regular Call and Notice. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. For such purposes, a director shall not be considered present at a meeting if, although in attendance at the meeting, the director protests the lack of notice prior to the meeting or at its commencement.

14. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all of the members of the Board individually or collectively consent in writing to such action.

15. Quorum and Required Vote. A majority of the directors then in office shall constitute a quorum for the transaction of business, provided that unless the authorized number of directors is one, the number constituting a quorum shall not be less than the greater of one-fifth of the authorized number of directors or two directors. Subject to Section 5212 (Creation of and Appointment to Committees), Sections 5233 and 5234 (Self-dealing Transactions), Section 5235 (Compensation of Directors or Officers) and Section 5238(e) (Indemnification of Corporate Agents) of the California Nonprofit Corporation Law, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting. A majority of the directors present at a meeting, whether or not a quorum is present, may adjourn the meeting to another time and place.

16. Committee Meetings. The principles set forth in Sections 11 through 15 of these bylaws shall apply to committees of the Board and to actions taken by such committees.

17. Indemnification of Directors, Officers, Employees and Certain Others.

(a) Right of Indemnity. To the full extent permitted by law, this corporation shall indemnify its directors, officers, employees and other persons described in Section 5238(a) of the California Nonprofit Corporation Law, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in such Section, including without limitation an action by or in the right of the corporation, an action brought under Section 5233 (Self-dealing Transactions) of the California Nonprofit Corporation Law, and an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was a person described by such Section. "Expenses", as used in this bylaw, shall have the same meaning as in Section 5238(a) of the California Nonprofit Corporation Law.

(b) Approval of Indemnity. Upon written request to the Board of Directors by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Nonprofit Corporation Law, the Board shall promptly determine in accordance with Section 5238(e) whether the applicable standard of conduct set forth in Sections 5238(b) and (c) has been met and, if so, the Board shall authorize indemnification.

(c) Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board of Directors in the specific instance, expenses incurred by a person seeking indemnification under this bylaw in defending any proceeding covered by this bylaw shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation therefor.

OFFICERS

18. Titles and Relation to Board of Directors. The officers of the corporation shall include a Chairperson of the Board or a President or both, a Secretary, and a Chief Financial Officer. The Board of Directors may also appoint one or more Vice Presidents, Assistant Secretaries, Assistant Financial Officers, or other officers. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President or Chairperson of the Board. All officers shall perform their duties and exercise their powers subject to the direction of the Board of Directors.

19. Appointments, Term of Office and Vacancies. The officers of the corporation shall be appointed by the Board of Directors. The Board may appoint officers or fill vacant offices at any time. No officer must be a member of the Board of Directors except the Chairperson of the Board. The officers shall hold office until their successors are chosen, except that the Board of Directors may remove an officer at any time subject to such officer's rights, if any, under a contract of employment.

20. Resignation. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. The resignation of an officer shall be effective when notice is given unless the notice specifies a later time. The resignation shall be effective regardless of whether it is accepted by the corporation.

21. Chairperson of the Board; President. If the Board of Directors elects a Chairperson of the Board, such officer shall preside over all meetings of the Board of Directors. If there be no Chairperson of the Board, the President shall perform such duties. The Board of Directors shall designate either the Chairperson of the Board or the President as the chief executive officer and may prescribe the duties and powers of the chief executive officer. If there be no Chairperson of the Board, the President shall be the chief executive officer.

22. Secretary. Unless otherwise determined by the Board of Directors or the chief executive officer, the Secretary shall have the following powers and duties:

(a) Record of Corporate Proceedings. The Secretary shall attend all meetings of the Board of Directors and its committees and shall record all votes and the minutes of such meetings in a book to be kept at the principal office of the corporation or at such other place as the Board may determine. The Secretary shall keep, at the corporation's principal office in California, the original or a copy of the corporation's Articles of Incorporation and bylaws, as amended.

(b) Notices. The Secretary shall give such notices as may be required by law or these bylaws.

23. Chief Financial Officer. Unless the Board of Directors designates another treasurer, the Chief Financial Officer shall be the treasurer of the corporation. Unless otherwise determined by the Board of Directors or the chief executive officer, the Chief Financial Officer shall have custody of the corporate funds, shall keep adequate and correct accounts of the corporation's properties and business transactions, shall disburse such funds of the corporation as may be ordered by the Board or the chief executive officer and the Board, shall attend regular meetings of the Board or whenever the Board may require, and shall maintain an account of all transactions and the financial condition of the corporation.

24. Other Officers. The other officers of the corporation, if any, shall exercise such powers and perform such duties as the Board of Directors or the chief executive officer shall prescribe.

25. Salaries. The Board of Directors shall fix the salary of the chief executive officer and may fix the salaries of other employees of the corporation including the other officers. If the Board does not fix the salaries of the other officers, the chief executive officer shall fix such salaries.

REPORTS

26. Reports to Directors.

(a) Annual Report. Unless the corporation receives less than $25,000 in gross revenues during the fiscal year, the corporation shall furnish annually to all directors a report containing the following information in appropriate detail and accompanied by a report of independent accountants or (if there is no report of independent accountants) the certificate of the Chief Financial Officer or other authorized officer that such information was prepared without audit from the books and records of the corporation:

(i) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

(ii) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

(iii) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.

(iv) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

(v) Any information required by subsection (b) below.

(b) Annual Statement.For purposes of this subsection (b), a "covered transaction" is a transaction in which the corporation, its parent or its subsidiary, was a party, and in which either of the following "interested persons" had a direct or indirect material financial interest (other than a mere common directorship): (1) any director or officer of the corporation, its parent or its subsidiary; (2) any holder of more than 10 percent of the voting power of the corporation, its parent or its subsidiary. The corporation shall include in the annual report to directors required by subsection (a) above a statement briefly describing:

(i) Any covered transaction during the previous fiscal year involving more than $50,000, or which was one of a number of covered transactions in which the same interested person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than $50,000. The statement shall include the names of the interested person or persons involved in such transaction, such person's relationship to the corporation, the nature of such person's interest in the transaction and, where practicable, the amount of such interest.

(ii) The amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation.

AMENDMENT OF BYLAWS

27.These bylaws may be adopted, amended or repealed by the Board of Directors.

This is to certify that the foregoing is a true and correct copy of the bylaws of the corporation named in the title of these bylaws and that such bylaws were duly adopted by the sole incorporator of this corporation on [fill in name] and approved by resolution by unanimous written consent of the Board of Directors of such corporation on [fill in date]

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Signature line for Secretary

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