Article V.                   DISSOLUTION AND LIQUIDATION

Upon dissolution of Maendeleo, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of Maendeleo, dispose of all assets of Maendeleo exclusively for the purposes of Maendeleo in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by court of contempt jurisdiction of the state in which the principal office of Maendeleo is then located, exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated are exclusively for such purposes.

Article VI.                AMENDMENTS

These Bylaws may be altered, added to, amended, or repealed or new Bylaws may be adopted, provided that (i) such alteration, addition, or amendment shall be initiated by the Board and approved by a vote of two-thirds of the total membership, either at the annual meeting, or at any special meeting of the Board; (ii) notice of any such proposed alteration, amendment, repeal, or adoption of new Bylaws be presented to the members of the Board at least ten days prior to the annual meeting at which such changes will be introduced or be contained in the notice of any special meeting; and (iii) that such alteration, addition, or amendment shall receive a majority vote of the voting members of the organization present and voting at the regular annual meeting.

Article VII.              CERTIFICATION

These bylaws contained herein were approved at a meeting of the Board of directors by two thirds majority vote in the Month of Dec in the year 2008.