Oregon Poker Club is a mutual benefit non-profit social gaming club. Only members and member guests are allowed to use the facilities and the club is financed only through member facility fees.

BY LAWS OF
OREGON POKER CLUB LLC

Article 1

1.1  Oregon Poker Club llc (hereinafter “club”) is a mutual benefit social gaming club registered in the state of Oregon

1.2 The principal office for the club is 100 Kerr Parkway Unit 29 Lake Oswego, Oregon 97035

Article 2

2.1 General Purpose:
The club is organized and operated for the following general purposes

(a) Exclusively as a social club organized and operated for the
pleasure and recreation of its members with the meaning of 501(c)7
of the internal revenue code of 1986(amended)

(b) The club shall not engage in the business of making its social
club available to the general public. Further, the club shall not
make any solicitation of the general public.

2.2 Specific purpose : The specific purpose of the club include,
without limitation the following
(a) Provide a low stress social environment for
people to talk about, play and enjoy the many aspects of poker.

(b) Networking opportunities

Article 3

3.1 Qualifications for membership:
The members of the club shall consist of such persons as:

1) apply for membership on a form approved by the board of directors;

2) subscribe to the purposes and goals of the club;

3) agree to abide to the by-laws of the club

4) must be 21 or older

3.2 Membership Dues
We charge no annual fee at this time but there is a facility use fee of $5
each time the facilities are used. You also have the option of paying a $50 fee

once a month for unlimited facility usage. The due is only paid once
in the cycle of 9:00am to 3:00am and the one fee is good at all
facilities.

3.3 Termination of membership:
The membership of each member of the club will be terminated
upon the members death, resignation, or expulsion.

3.4 Suspension or Expulsion:
Any member may be suspended or expelled from membership with or
without cause upon a affirmative vote of at least two-thirds of the
board if , in the discretion of the board, it is in the best
interests of the club. Nothing in these bylaws shall be construed
as granting to any member a continued membership or expectation of
membership in the club.

Article 4

4.1 Powers:

Subject to any limitations of the Articles of organization , the
Oregon nonprofit act or these bylaws, all club powers shall be
exercised by, or under the authority of, and the business and affairs
of the club shall be controlled by the board.

Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the board shall
have the following powers:
(a) To conduct, manage and control the affairs of the club, and
to make such rules and regulations therefor, not inconsistent
with the law, or the articles of organization, or the bylaws, as
they may deem best.
(b) To designate any place of meeting for the board
© To manage in such a manner as they deem best, all funds and
property, real and personal, received and acquired by the club,
and to distribute, loan or dispense the same or the income and
profits thereof.

4.2 Number of boards members :

The number of directors
constituting the entire board shall be a minimum number of three.

4.3 Qualifications of being on board :

Must be a member in good standing of this club. Each director must be of age 21 or older

4.4 Election of directors : The board shall choose its own members.

4.5 Place and number of meetings :

Meetings of the board shall be at a location which has been designated from time to time. Must
meet at least once every 3 months

4.6 Quorum and voting :

A quorum will consist of at least one third of the board. Every act or decision shall be regarded as an
act of the board. Proxies are allowed

Article 5

5.1 Property of the corporation :

The title to all property of the corporation, both real and personal shall be vested in the
corporation

5.2 Disposition upon Dissolution:

Upon the dissolution of the club all of the business assets and income of the club after
payment, or provision of payment, of all debts and liabilities of this club, shall be distributed to a like minded nonprofit
organization.

5.3 Financial accounts :

The club may open one or more checking or savings accounts

5.4 Liability of directors and officers :

No director or officer of the club shall be personally liable to its creditors or any
indebtedness or liability and any and all creditors shall only look at the assets of the club for payment.


5.5 Member liability :

No member shall be personally liable for any club debt or liability and all creditors shall only look at the
assets of the club for payment.

5.6 Property interests of members:

Members have no interest in the property or assets of the club.

5.7 Fiscal year :

The fiscal year of the club is the calendar year

Article 6

6.1 Right of Indemnification :

Each person who was or is a party to or is threatened to be made a party to or is involved in any
action , suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal(herein
refereed to as proceeding), by reason of the fact that he or she , or a person of whom he or she is the legal representative, is or
was a director or officer of the club or , while serving as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, join venture, trust or other enterprise, whether for profit or nonprofit, including
service with respect to employee benefit plans, whether the basis of the alleged action in an official capacity as a director,
officer, employee, or agent or in any other capacity while serving as a director, officer, shall be indemnified and held harmless by
the club to the fullest extent authorized by state law, as it it exists or may be amended, against all expenses, liability,
loss(including attorney fees, judgments, fines, ERISA excise tax, or penalties and amounts to be paid in settlement) reasonably
incurred by the person in connection therewith, and the identification shall continue for a person who has ceased to be a
director or officer and shall inure to the benefit of his or her heirs, executors, and administrators. The right to indemnification
conferred in this article shall be a contract right.

6.2 Non-exclusivity of rights :

The right to indemnification conferred in this article shall not be exclusive of any other right
that any person may have or acquire under any statute, provision of
the articles of organization, bylaw, agreement, or otherwise.

6.3 Impact on tax exempt status :

The rights to indemnification set forth in this article are expressly condition upon such rights
not violating the clubs status as a nonprofit described in 501(c)7
of the IRS code as amended.