Westchester Club Chefs

Club Chefs of Westchester, Inc. Bylaws:

ARTICLE 1
OFFICES

The Association shall continuously maintain in the State of New York General Statutes.
The registered office of the Association may be changed from time to time by the Executive
Board. The Association may have such other offices, either within or without the State of
New York as the business of the Association may require from time to time.

ARTICLE 2
PURPOSES

This Association is one which does not contemplate pecuniary gain or profit of the
members thereof and the purposes for which this Association is formed are:

1. To form a professional association for chefs who work in private clubs.

2. To promote and encourage professionalism and education among
professional culinarians in private clubs.

3. To benefit the club chef trade through the exchange of ideas regarding new
developments and problems in the private club environment.

4. To promote higher professional standards and better operational
methods by recognizing excellence in the field.

5. To improve the general standing of its members and to
promote this general welfare.

6. To do each and everything necessary suitable or proper at any time or place
for the accomplishment of any one of the purposes or the attainment of any one
or more of the subjects herein enumerated or conductive to or expedient to the
interests or benefit of the Association and its members.

7. To exercise and possess all powers, rights, and privileges necessary or
incidental to the purposes for which the Association is organized or to the
activities in which it is engaged on behalf of its members acting through this
Association and including any rights, powers and privileges granted by the
laws of the State of New York to not-for-profit corporations.

8. No part of the net earning of the Association shall ensure to the benefit
of any member , director or officer of the Association, or any private
individual (except that reasonable compensation may be paid for
services rendered to or for the Association affecting one or more
of its purposes) and no member, director, officer of the Association,
or any private individual shall be entitled to share in the distribution
of any of the corporate assets or dissolution of the Association.

9. To actively support any and all organized ChefÕs Associations,
or related organizations, to keep abreast with all new discoveries
developed for the betterment of our industry.

ARTICLE 3
MEMBERSHIP

SECTION 1: MEMBERSHIP

Membership levels and qualifications shall be determined by the Executive
Board and Membership Committee. The qualifications fee for the members
of each class shall include, but are not limited to:

A.
Chef, or Sous Chefs at a bona fide profit or non-profit,
member-owned club which meets the following criteria:

1. Acceptance of club members must be subject to the
control of a bona fide Board of Governors which is responsible
to the members.

2. The Club must enjoy the use of permanent quarters and or facilities.

3. Club members must pay reasonable dues or assessments.

4. The control and supervision of the clubÕs kitchen must be discharged by
a full time, salaried chef, responsible to the clubÕs manager or chief operating
officer who shall be responsible to the Board of Governors.

B.
1. Members who having been accepted into the association in accordance to
Article 3, Section 1 who are in good standing, will, at the discretion of the Executive
Board, remain full and equal members of the Association when the terms or
nature of their employment change within the club industry.

2. Members who having been accepted into the association in accordance to
Article 3, Section 1 who are in good standing, will, at the discretion of the
Executive Board, become fraternal members should their career path take
them out of the club industry.

3. A fraternal member will not have voting rights, or will not serve on the
Executive Board or the Nominating Committee, but other than that is a full
participating Association member.

4. Fraternal members cannot be representatives or salesmen of any
company that could take pecuniary advantage by being represented
within our membership.

5. Fee structure is the same for fraternal members as it is for
members of the Association.

6. The status of fraternal member will be reviewed
annually by the Board.

SECTION 2: PRIVILEGES OF MEMBERSHIP

All Association members in good standing shall have the right to vote on
all Association matters submitted to the membership for a vote, hold office,
propose candidates for office, participate on any committees and make use
of the services provided by the Association.

SECTION 3: ANNUAL MEETING

The annual meeting of the members shall be held during the month of March
at such date and time as determined by the Executive Board of Directors.

SECTION 4: SPECIAL MEETING

Special meetings of the members may be called at any time by either the
President, the Executive Board, or upon written request for not less than
ten percent (10%) of the members having voting rights. No business other
than specified in the notice of meeting shall be transacted at any special meeting.

SECTION 5: NOTICE OF MEETING

Written notice stating the time, place, and date of any meeting of members
shall be delivered to each member entitled to vote at such meeting not fewer
than five (5) nor more than forty (40) days before the date of such meeting.
In the case of a special meeting, the purpose of which the meeting is called
shall be deemed delivered when deposited in the United States mail, addressed
to the member at his or her address as it appears in the records of the Association
with postage thereon prepaid.

SECTION 6: CHANGE OF MEMBERSHIP STATUS

A. RESIGNATION Ð Any member may resign by fileing a resignation with the
Secretary. Such resignation shall not relieve the member from the obligations to
pay any accrued and unpaid dues or other changes nor will such resignation entitle
a member to a refund of any dues already paid.

B. REINSTATEMENT Ð Upon written request signed by the former member
and filed with the Secretary, the Membership Committee, may, by the affirmative
vote of a majority of the members of the Board, reinstate such former member
and membership, provided that any accrued and unpaid dues and changes have
been paid in full, upon such terms as the Executive Board may deem appropriate.

C. TRANSFER OF MEMBERSHIP Ð A membership in the Association is not
transferable or assignable.

D. TERMINATION OF MEMBERSHIP Ð The Executive Board by an affirmative vote
of the majority of the Association may suspend or expel a member for cause after an
appropriate hearing and may, by a majority vote of those present at any regularly
constituted meeting, terminates the membership of any member who becomes ineligible
for membership, or suspend or expel in Article 3, Section 7 of these By-laws. Such
termination shall not entitle the termination member to any refund of any dues
previously paid.

SECTION 7: INITIATION FEE AND DUES

A. ANNUAL DUES Ð The Executive Board of Directors may determine from time
to time the amount of initiation fee and assessment fees if any, and annual dues payable
to the Association by members of each class established pursuant to Article 3, Section
1 of these By-laws.

B. DEFAULT AND TERMINATION OF MEMBERSHIP Ð When any member of any
class shall be in default in the payment of dues for a period of sixty (60) days, the
membership shall be automatically terminated unless special circumstances are
recognized by the Executive Board of Directors.

SECTION 8: INFORMAL ACTION BY MEMBERS

Unless specifically prohibited by these By-laws, any action required to be taken by the
New York General Statutes at any annual or special meeting of the members entitled
to vote, or any other action which may be taken at a meeting of the members entitled
to vote, if a consent in writing, setting forth the action so taken, shall be signed either
(i) by all of the members entitled to vote with respect to the subject matter thereof, or
(ii) by the would be members having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all members
entitled to vote thereon were present and voting.

SECTION 9: PROXIES

No member shall be entitled to vote by proxy.

SECTION 10: QUORUM

The members holding on half (50%) of the votes which may be cast at any
meeting shall constitute a quorum at such meeting. If a quorum is not present
at any meeting of the members, a majority of the members present may adjourn
the meeting to a future date without notice. Once a quorum is present withdrawal
of any of the members shall not cause failure of a duty constituted quorum of that meeting.

ARTICLE 4
THE EXECUTIVE BOARD

SECTION 1: THE EXECUTIVE BOARD

The Executive Board shall consist of the President, Vice President, Treasurer,
Secretary and the immediate Past President.

SECTION 2: OFFICERS

The officers shall be a President, Treasurer, Secretary, and such other officers
as may be deemed necessary by the Executive Board. To be eligible for election
as an officer, candidates must be members, in good standing, to the Association.

SECTION 3: ELECTION AND TERM OF OFFICE

The offices of the Association shall be elected by all members of the Association
and each officer shall serve for a two-year term, or until the officer resigns or
shall have been removed in the manner hereinafter provided. A board member
can serve one term only as President and one term as immediate past President.
Vacancies may be filled or new offices created and filled at annual or special
meetings called for that purpose.

SECTION 4: THE NOMINATING COMMITTEE

The election procedure will be as follows. The Executive Committee which
consists of the President, Vice President, Treasurer, Secretary and immediate
Past President will elect a Nominating Committee. The Nominating Committee
will consist of four (4) members and the outgoing President or Ex-President as
chairman of the committee. The Nominating committee will present a slate of
officers. The slate will be voted on by the membership during the annual meeting.
An opposing slate can be proposed by signatures of one third (1/3) of the
membership. The run off election, if necessary, shall take place during the
Annual March meeting. The Nominating Committee will be drawn up at the
March meeting 12 months before the election and as with all other committees
must report on any official meetings that they have held to the Executive Committee.
At a meeting of the Nominating Committee all appointed members must be physically
present. Elections will be held at the Annual March meeting. The newly elected
Executive Board will be instated at the Annual March meeting.

SECTION 5: PRESIDENT

The President shall act in a general executive capacity subject to the General
Membership of the Association. The President shall be in control of the general
and active management, administration, and operation of the Associations business
and in the supervision of its policies and affairs and over its several officers, agents
and employees. The President shall perform the duties of the chief executive officer
of the Association, and shall be subject to all the restrictions and shall not act
contrary to the policies set by the Executive Board, except in those instances in
which the authority to execute is expressly delegated to another officer or agent of
the Association or a different mode execution is expressly prescribed by all members
or these By-laws. The President may execute, for the Association, any contracts,
deeds, mortgages, bonds or other instruments which the Executive Board has
authorized to be executed, and he or she may accomplish such execution individually
or with the Secretary or any other officer thereunto authorized by the Executive Board,
according to the requirements of the form of the instrument.
The President shall perform such other duties as from time to time may be assigned
to him or her by the General Members or these By-laws.

SECTION 6: FIRST VICE PRESIDENT

The Vice President shall preside at all meetings in the absence of the President and
shall fulfill the duties and functions of the President in the event the office of the
President becomes vacant through resignation or other reason. The Vice President
shall assist the President in the discharge of his or her duties as the President may
direct and shall perform such other duties from time to time that may be assigned
by the President or Executive Board.
The Vice President shall oversee revenue and fund generation for the Association
and other duties as may be requested by the Executive Board.

SECTION 7: TREASURER

The Treasurer shall be the principal accounting and financial officer of the Association.
The Treasurer shall (a) be responsible for the maintenance of accurate records of all
financial transactions; (b) receive and disburse funds in accordance with the policies
of the Executive Board, (c) furnish financial reports to the Board and (d) submit
records and accounts for an annual Board audit to the Executive Board. If required by
the Executive Board the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Executive Board may determine.

SECTION 8: SECRETARY

The Secretary shall (a) record the minutes of the meetings and of the Executive Board
meetings, if invited, in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these By-laws or as required
by law; (c) be custodian of the corporate records; (d) keep a register of the post offices
addresses of each member which shall be furnished to the Secretary by such member;
(e) sign with any other officer thereunto authorized by the Executive Board any
contracts, deeds, mortgages, bonds, or the instrument, except when a different mode
of execution is expressly prescribed by the Executive Board or these By-laws; (f) perform
all duties as from time to time may be assigned to him or her by the President; and (g)
at the request of the secretary the President will appoint an assistant secretary
from within the membership.

ARTICLE 5
COMMITTEES

SECTION 1: COMMITTEES

The Executive Board by resolution adopted by a majority of the Directors in office,
may designate one or more committees. The committees shall have and exercise the
authority confirmed on them by the Executive Board in the management of the
Association, but the designation of such committees and the delegation thereto of
authority shall not operate to relieve the Executive Board or any individual Director,
or any responsibility imposed upon it, him or her by law.

SECTION 2: COMMISSIONS OR ADVISORY BODIES

Commissions or advisory bodies not having and exercising the authority of the
Executive Board in the Association may be designated or created by the Executive
Board; and shall consist of such persons as the Executive Board designates.
A commission or advisory body may or may not have directors as advisory
may not act on behalf of the Association or bind it to any actions but may
make recommendations to the Executive Board or to the officers of the
Association. To conduct surveys and studies, recommended by the Executive Board.

SECTION 3: TERM OF OFFICE

Each member of a committee advisory board or commission shall continue
as such until the next annual meeting of the members of the Association and
until his or her successor is appointed, unless the committee shall be sooner
terminated, or unless such member be removed from such committee, advisory
board or commission by the Executive Board, or unless such member shall
cease to qualify as a member thereof.

SECTION 4: CHAIRMAN

One member of each committee, advisory board or commission may be
filled by appointments made by the Chairperson of the committee.
All members shall be eligible.

SECTION 6: QUORUM

Unless otherwise provided in the resolution of the Executive Board
designating a committee a majority of the whole committee shall constitute a
quorum and the act of a majority of the members present at a meeting of said
committee at which a quorum is present shall be the act of the committee,
advisory board or commission. For the Nominating Committee a quorum
shall be its entire membership.

SECTION 7: RULES

Each committee, advisory board or commission may adopt rules for its own
government not inconsistent with these By-laws or with rules adopted
by the Executive Board.

SECTION 8: INFORMAL ACTION

The authority of a committee may be exercised without a meeting if a
consent in writing, setting forth the action taken, is signed by all of the
members entitled to vote.

SECTION 9: REVIEW OF THE COMMITTEES

Any actions of the committees shall be reported to the Executive Board
at the next meeting of the Executive Board succeeding such action, and
shall be subject to revision or alternation by the Executive Board.

ARTICLE 6
CONTRACT, LOANS, CHECKS AND DEPOSITS

SECTION 1: CONTRACTS

The Executive Board may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Association, and such authority
may be general or confined to specific instances.

SECTION 2: LOANS

No loans shall be contracted on behalf of the Association and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution
of the Executive Board. Such authority may be general or confined to
specific instances.

SECTION 3: CHECKS, DRAFTS, OTHER

All checks, drafts or other orders for the payment of money, notes or
other evidence of indebtedness issued in the name of the Association, shall
be signed by such officer or officers, agent or agents of the Association and
in such manner as shall from time to time be determined by resolution
of the Executive Board.

SECTION 4: DEPOSITS

All funds of the Association not otherwise employed shall be deposited
from time to time to the credit of the Association in such banks, trust
companies or other depositories as the
Executive Board may select.

SECTION 5: GIFTS

The Executive Board may accept on behalf of the Association any contribution,
gift, bequest or devise for any specific purpose of the Association.

ARTICLE 7
BOOKS AND RECORDS

The Association shall keep, correct and complete books and records of
account and shall also keep minutes of the proceedings of its meetings.
Executive Board, and committees having any of the authority of the Executive
board and shall keep at the registered or principal office a record giving the
names and addresses of the members entitled to vote. All books and records
of the Association may be inspected by any member, or his or her agent
or attorney for any proper purpose at any reasonable time.

ARTICLE 8
FISCAL YEAR

The fiscal year of the Association shall be determined by resolution
of the Executive Board.

ARTICLE 9
MISCELLANEOUS

Notwithstanding any other provision of these By-laws, the Association shall
not carry on any activity not permitted by an organization except under Section
501 (c) (6) of the Internal Revenue Code and the Regulations thereunder as t
hey now exist or as they may be amended.

Upon the dissolution of the Association or the winding up of its affairs, all liabilities
and obligations of the Association shall be paid, satisfied and discharge, or
adequate provision shall be made thereof.

Assets held by the Association upon condition requiring return, transfer or
conveyance, which condition occurred by reason of the dissolution, shall be
returned, transferred or conveyed in accordance with such requirements.

ARTICLE 10
WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of
these By-laws or under the provisions of the New York General Statutes a waiver
thereof in writing, 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. Attendance at any meeting shall constitute waiver of notice thereof
unless the person at the meeting objects to the holding of the meeting because
proper notice was not given.

ARTICLE 11
INDEMNIFICATION OF OFFICERS
DIRECTORS, EMPLOYEES AND AGENTS,
INSURANCE

SECTION 1:
AUTHORIZATION FOR INDEMNIFICATION

(a) The Association may indemnify any person who was or is a party, or is
threatened, pending or completed action, suit or proceedings whether civil,
criminal, administrative or investigative (other than an action by or in the right
of the Association) by reason of the fact that such person is or was serving at
the request of the Association as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expense
(including attorneys fees) judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or proceeding,
if such person acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to the best interestsof the Association, and with respect to any
criminal action or proceeding had no
reasonable cause to believe his or her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contenders or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonable believed
to be in or not opposed to the best interests of the Association or, with respect to any
criminal action or proceeding, that the person had reasonable cause to believe that his
conduct was unlawful.

(b) The Association may indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Association to procure a judgment in its favor
by reason of the fact that such person is or was a director, officer, employee
or agent of the Association, or it was serving at the request of the Association
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneyÕs fees)
actually and reasonably incurred by such person in connection with the defense of
settlement of such action or suit, if he or she acted in good faith and in a manner he
or she reasonably incurred by such person in connection with the defense or
settlement of such action or suit, if he or she acted in good faith and in a manner
he or she believed to be in, or not opposed to the best interests of the Association,
provided that no indemnification shall be made in respect of any claim, issue or
other matter as to which such person shall been adjudged to be liable for negligence
or misconduct in the performance of his duty to the Association, unless, and only to
the extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such persons fairly and reasonably entitled to indemnification
for such expenses as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the Association has been
successful, on the merits or otherwise in the defense of any action, suit or proceeding
referred to in paragraphs (a) and (b), or in defense of any claim, issue or matter therein
her or she may be indemnified against expenses (including reasonable attorneyÕs fees)
actually and reasonably incurred by him in connection therewith.

SECTION 2: AUTHORIZATION BY DIRECTORS,
LEGAL COUNSEL OR MEMBERS

Any indemnification under these By-laws (unless ordered by a court) shall be made by
the Association only as authorized in the specific case upon a determination the
indemnification of the director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in Section 1 of
this Article. Such determination shall be made by the members entitled to vote.

SECTION 4: PAYMENT OF EXPENSES IN ADVANCE

Expenses incurred in defending a civil or criminal action, suit or proceeding may be
paid by the Association in advance of the final disposition of such action, suit or
proceedings, as authorized by the Executive Board in the specific case, upon receipt
of any undertaking by or on behalf of the director, officer, employee or agent to
repay such amount, unless it shall ultimately be determined that he or she is
entitled to be indemnified by the Association as authorized in this Article.

SECTION 5: INSURANCE

The Association may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Association, or who is
or was serving at the request of the Association as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprises,
against any liability asserted against such person and incurred by such person in
any such capacity, or arising out of his or her status as such, whether or not the
Association would have the power to indemnify such person against such liability
under the provisions of the New York General Statute.

SECTION 6: NOTICE TO MEMBERS

If the Association has paid indemnify or has advanced expenses under this Article
to a director, officer, employee or agent, the Association shall report the
indemnification or advance in writing to any members, entitled to vote with or
before the notice of the next meeting of the members entitled to vote.

SECTION 7: REFERENCES TO ASSOCIATION

For purposes of this Article, references to Òthe AssociationÓ shall include, in
addition to the surviving corporation, an merging corporation (including any
corporation having merged with a merging corporation) absorbed in a merger
which, if its separate existence had continued, would have the power and
authority to indemnify its directors, officer, employee or agents, so that any
person who was a director, officer, employee or agent of such merging
corporation, as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the surviving
corporation as such person would have with respect to such merging
corporation if its separate existence had continued.

SECTION 8: OTHER REFERENCES

For purpose of this Article, reference to Òother enterprisesÓ shall include
employee benefit plans: references to ÒfinesÓ shall include any excise taxes
assessed on a person with respect to an employee benefit plan, and references
to Òserving at the request of the AssociationÓ shall include any service as a
director, officer, employee or agent of the Association which imposes duties
on, or involves services by such director, officer, employee, or agent with
respect to any employee benefit plan, its participants, or beneficiaries. A
person who acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner Ònot opposed to the best
interest of the AssociationÓ as referred in this Article.

ARTICLE 12
AMENDMENTS

The power to alter, amend, or repeal the By-laws or adopt new By-laws shall be
vested in either the Executive Board or the members unless otherwise provided
in the Articles of Incorporation or the By-laws. Such action may be taken at a
regular or special meeting for which written notice of the purpose shall be given.

ARTICLE 13

If any of the provisions included in these By-laws are in conflict with the New York
General Statutes as amended from time to time, it is hereby set forth that the New
York General Statutes shall prevail over the provisions included in these By-laws.

ARTICLE 14
GENDER AND NUMBER

The use of the masculine, feminine or neuter gender and the use of the singular and
plural shall not be given the affect of any exclusion or limitation herein; and the use
of the word partyÓ shall mean and include any individual, trust, corporation,
partnership or other entity.