This corporation shall be organized and operated exclusively for charitable, scientific, literary, religious, and educational purposes. Subject the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and chapter 501(c)(3) exemption of the Internal revenue Code of 1954 (or its corresponding future provisions). The primary purpose for which this corporation is organized and actually intends to engage in this state, which shall not limit the character of the exempt activities which this corporation may ultimately conduct, are as follows: To select participants from disadvantaged inner city youth and economically disadvantaged individuals and/or heads of families, for a long-term commitment with specific programs involving in-depth training and employment in a broad range of skills. Students will directly participate in a mentorship capacity with management and staff personnel in various aspects of project activities. MeriSol Services Inc. will use as a focal point and vehicle the Hi-Tech Multimedia Training Center.

Article II. Non-membership: This corporation shall have no members.

Article III: Executive Director: The Executive Director shall be appointed by the incorporator.

Article IV: Oversight Committee: An Oversight Committee, chaired by the Executive Director, will act as a liason to the Board of Directors, and will be responsible for the establishment of related projects to maintain the corporation's purpose of an on-going jobs training program for at risk youth and financially disadvantaged heads of households. Members, appointed by the Executive Director, will include one board member, two project staff members and a representative selected from the student body.

Article V: Board of Directors: The initial Board of Directors will be appointed by the Executive Director.

Section 1. Duties: The financial affairs of the corporation shall be overseen by the Board of Directors.

Section 2. Number and Qualifications: The number of Directors is established at between may vary between a minimum of three and a maximum of ten.

Section 3. Term and Election: The term of office for Directors shall be two years. A Director may be re-elected without limitation on the number of terms he may serve. The board shall elect its own members, except that a Director shall not vote on that members own position.

Section 4. Removal: Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office.

Section 5: Vacancies: Vacancies on the Board of Directors and newly created board positions will be filled by a majority vote of the Directors then on the Board of Directors.

Section 6. Quorum and Action. A quorum at a board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, a majority of the number in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of the directors present, except as otherwise provided by these bylaws. Where the law requires a majority vote of the directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority as required by law.

Section 7. Regular meetings: Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two days prior to the special meeting.

Section 8. Meeting by Telecommunication: Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications in which all Directors participating may hear each other.

Section 9. No salary: Directors shall not receive salaries for their Board Services, but may be reimbursed for expenses related to Board Service.

Section 10. Action by Consent: Any action required by law to be taken at a meeting of the board, or any action which may be taken at a board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.

Article VI: Committees:

Section 1. Oversight Committee: The Executive Director shall select members to make up an Oversight Committee, chaired by the Executive Director, and including one Board Member, two staff members and one student. The Oversight Committee shall report to the board, and is responsible for overseeing the success of the corporation.

Section 2. The Executive Director shall select members to make up a Selection Committee, Chaired by the Executive Director, and including the Project director, two instructors and the Director of Human Resources. The Selection Committee is responsible for the selection of students for the projects of the corporation.

Section 3. Executive Committee: The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make on-going decisions between Board meetings and shall have the power to make financial and budgetary decisions.

Section 4. Other Committees: The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board of Directors or may be advisory committees.

Section 5. Composition of Committee Exercising Board Functions. Any committee that exercises any function of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the Directors prescribed by the Board, or if no number is prescribed, of all Directors in office at that time.

Section 6. Quorum and Action: A quorum at a committee meeting exercising Board functions shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

Section 7. Limitations on the Powers of Committees: No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; may elect, appoint or remove directors or fill vacancies on the board or on any of its committees; nor may adopt, amend, or repeal the Articles, bylaws, or any resolution by the Board of Directors.

Article VII: Officers

Section 1. Titles: The officers of this corporation shall be the Executive Director, Secretary, and Treasurer.

Section 2. Election: The Board of Directors shall elect the Secretary and Treasurer to serve one year terms. The Executive Director shall serve three year terms. An Officer may be reelected without limitation on the number of terms the officer may serve.

Section 3. Vacancy: A vacancy of the office of Executive Director, Secretary, and Treasurer shall be filled not later than the first regular meeting of the Board of Directors following the vacancy.

Section 4. Other Officers: The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.

Section 5. Executive Director: The Executive Director shall be the chief officer of the corporation and shall act as the Chair of the Board. The Executive Director shall have any other powers and duties prescribed by the Board of Directors.

Section 6. Secretary. The Secretary shall have overall responsibility for all record keeping and all corporate funds. The Secretary shall perform, or cause to be performed, the following duties; (a) official recording of the minutes of all proceedings of the Board of Directors meetings and actions; (b) provision for notice of all of the Board of Directors; (c) authentication of the records of the corporation; and (d) any other duties as may be prescribed by the Board of Directors.

Section 7. Treasurer: The Treasurer shall have the overall responsibility of (a) keeping of full and accurate accounts of all financial records of the corporation; (b) deposit of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; (c) disbursement of all funds when proper to do so; (d) making financial reports as to the financial condition of the corporation to the Board of directors; and (e) any other duties as may be prescribed by the Board of Directors.

Article VIII: Corporate Indemnity: This corporation will indemnify its officers and directors to the fullest extent allowed by Oregon law.

Article IX: Non-discrimination Policy: It is the policy of MeriSol Services Inc. to provide client services without regard to race, color, religion, gender, national origin, age, marital status, sexual orientation or political belief.