Section 1. Proscription against private inurement.
No dividend shall be paid and no part of the net earnings of CW&SG shall inure to the benefit of, or be distributable to, its members, Directors, Directors, officers, or other private persons, except that CW&SG shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I hereof.

Section 2. Proscription against propaganda and political activity.
No substantial part of the activities of CW&SG shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and CW&SG shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Section 3. Other Proscriptions.
Notwithstanding any other provisions of these By-Laws, CW&SG shall not carry on any activities not permitted to be carried on
(a) by a corporation exempt from federal income tax under Section 501(c)(3) of Internal Revenue Code of 1986 (as amended)(or the corresponding provision of any future federal tax code) or
(b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (as amended)(or the corresponding provision of any future federal tax code.)

Section 4. Dissolution.
Upon the dissolution of CW&SG and after paying or making provision for the payment of all the liabilities of CW&SG, the Board of Directors shall dispose of all the assets of CW&SG exclusively for the purposes stated in Article I. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas (the Circuit Court) of the city or county in which the principal office of CW&SG is then located, exclusively for the purposes stated in Article I hereof or to such organization(s), as said court shall determine, as are then organized and operated exclusively for such purposes.

Section 5. Indemnification.
(a) To the extent applicable, the provisions of this Article shall be in the nature of a contract between the Corporation and each of its Directors and Officers, made in consideration of such person’s continued service to the Corporation. The protection afforded to each Director or Officer by the provisions of this Article shall survive such person’s term of office or employment. This Article shall not be repealed, nor may the benefits to the Directors and Officers afforded hereby be diminished, except as to liability accruing in respect of acts or omissions occurring after the date of such repeal or modification.
(b) The Corporation shall hold harmless and indemnify each Director and Officer to the fullest extent authorized or permitted by the provisions of subsections 1 through 6 and 9 through 11 of section 355.476, RSMO, as amended, (which section, in its entirety, is hereinafter referred to as the “State Statute”) or any other or additional statutory provisions which are hereafter adopted authorizing or permitting such indemnification.
(c) The Corporation may purchase and maintain insurance on behalf of any person, as named insured or additional insured, who is or was a Director, officer, employee, or agent (including volunteers) of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent (including volunteers) of another corporation, partnership, joint venture, trust, or other enterprise (foreign or domestic, for-profit or nonprofit) against any liability asserted against her(him) or incurred by her(him) in any such capacity, or arising out of her or his status as such, whether or not the Corporation has the power to indemnify her(him) against such liability under the provisions of these Articles or by operation of law. Such insurance may include a policy or policies of general comprehensive liability insurance (covering claims arising out of death, illness or injury or arising out of property loss or damage) and Directors’ and officers’ liability insurance (covering claims arising out of wrongful acts or omissions) in respect of liabilities asserted against and/or incurred by its Directors and Officers in either such capacity or otherwise in the performance of their services for the Corporation.
(d) In addition to the foregoing, and subject to the exclusions set forth in section (e) of this Article, the Corporation may, to the fullest extent authorized or permitted by the provisions of subsection 7 of the State Statute, hold harmless and indemnify each Director and Officer: (i) against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Director or Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which such Director or Officer is, was or at any time became a party, or is threatened to be made a party, by reason of the fact that such Director or Officer is, was or at any time becomes a Director, Officer, employee or agent of the Corporation, or is or was serving or at any time at the request of the Corporation as a director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; and (ii) otherwise to the fullest extent as may be provided to such Director or Officer by the Corporation under the non-exclusivity provisions of the State Statute.
(e) No indemnity pursuant to section (d) of this Article shall be paid by the Corporation: (i) except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Director or Officer is indemnified either pursuant to section (b) of this Article or pursuant to any insurance of the type referred to in section (c) of the Article purchased and maintained by the Corporation; (ii) in respect of remuneration paid to such Director or Officer if it shall be determined by a final decision of a court having jurisdiction in the matter that such remuneration was in violation of law; (iii) on account of such Director’s or Officer’s conduct which is finally adjudged by a court having jurisdiction in the matter to have been knowingly fraudulent, deliberately dishonest or willful misconduct or (iv) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.
(f) All agreements and obligations of the Corporation contained in this Article shall continue during the period the Director or Officer is a Director or Officer of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise) and shall continue thereafter so long as the Director or Officer shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was a Director or Officer of the Corporation or was serving in any other capacity referred to in this Article.
(g) The Corporation may pay, in advance of the final disposition of the action, suit or proceeding, all reasonable expenses of the Director or Officer incurred in defending any civil or criminal action, suit or proceeding against him or her, provided he or she shall have agreed to reimburse the Corporation if and to the extent that it shall be ultimately determined that he or she is not entitled to be indemnified by the Corporation for such expenses.

Section 6. Non-discrimination.
CW&SG shall be an equal opportunity employer. It shall not discriminate in employment, provision of its services, granting of contracts, etc. on the basis of race, color, creed, sex, national origin, ancestry, marital status, handicap, sexual orientation or age. CW&SG shall not discriminate in admitting members or granting financial aid on the basis of race, color, creed, gender, or national or ethnic origin, ancestry, marital status, handicap, sexual orientation, or age.

Section 7. Notice regarding removal, dismissal, suspension or expulsion of officers or Directors.
Whenever, under the Articles of these By-Laws, a vote is to be taken by the Board of Directors to remove, dismiss, suspend or expel any Officer or Director, the following procedural Steps shall be taken.
(a) Thirty (30) days prior to the above-described vote, the Board of Directors shall cause to be delivered by registered mail, return receipt requested, a letter notifying the Officer or Director of CW&SG who is the subject of the proposed action of the proposed vote by the Board of Directors.
(b) The letter shall set forth in detail the basis for the proposed removal, dismissal, suspension or expulsion and shall inform the Officer or Director of his right to present argument on his behalf to the Board of Directors at the meeting at which the vote is to be taken.

Section 8. Principal Office.
The principal office of CW&SG shall be at such location as shall be determined by the Board of Directors.

Section 9. Waiver of Notice.
Whenever any notice is required to be given under the provisions of the “GENERAL NOT-FOR-PROFIT CORPORATION LAW” of Missouri or under these By-Laws, except in cases of dismissals, removal, suspension or expulsion of any Officer or Director, a written waiver of such notice, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Also a Director’s attendance at or participation in a meeting constitutes a waiver by that Director of any required notice of the meeting unless the Director objects to the lack of notice and does not vote for or assent to any action on a matter not noticed in conformity with the law, the articles or bylaws. To avoid such a waiver based on attendance at or participation in a meeting, a Director must object to the lack of notice upon arriving at the meeting or prior to any vote on the action to which he(she) claims lack of notice.
Section 10. Definitions.
As used herein, the masculine gender shall include both the feminine and neuter genders and the feminine gender shall include the masculine and neuter genders. The singular number shall include the plural number.