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AMENDED AND RESTATED BYLAWS

OF

CONSOURCE, INC.

(hereinafter called the “Corporation”)

^{* * * * *}

(a Non-stock/Non-profit Corporation)

Article 1
Offices

Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.02. Principal and Other Offices. The principal office of the Corporation shall be at 1700 K Street, N.W., Washington, D.C. 20007. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 1.03. Books. The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. Unless the Board of Directors determines otherwise, the following books of the Corporation shall be kept at the principal office of the Corporation: (i) a copy of the certificate of incorporation of the Corporation, (ii) a copy of these bylaws and (iii) a copy of all minutes of all meetings of the Board of Directors.

Article 2
Members

Section 2.01. Conditions Of Membership. The Corporation shall have one class of members (“Members”). Notwithstanding any other provision of these bylaws, the Members shall have no voting rights of any kind or any authority to transact any business of the Corporation, except to elect and remove directors and as otherwise required by law. Members shall not be entitled to vote on any amendment to the certificate of incorporation of the Corporation. Upon the election of any new director to the Board of Directors, such person shall thereupon immediately and without further action become a Member. Upon any person ceasing to serve as a director of the Corporation, whether by virtue of death, resignation or other reason, such person shall thereupon without any further action, cease to be a Member.

Section 2.02. Time and Place of Meetings. All meetings of Members shall be held at such place, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a designation by the Board of Directors).

Section 2.03. Annual Meetings. Unless directors are elected by written consent in lieu of an annual meeting as permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), an annual meeting of Members shall be held for the election of directors. Members may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

Section 2.04. Special Meetings. Special meetings of Members may be called by the Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of two thirds (2/3) of the total Members. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.05. Notice of Meetings and Adjourned Meetings; Waivers of Notice. ( ) Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which Members may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by Delaware Law, such notice shall be given not less than 3 nor more than 60 days before the date of the meeting to each Member. Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which Members may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each Member.

( ) A written waiver of any such notice signed by the Member entitled thereto, or a waiver by electronic transmission by the Member entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice.

Section 2.06. Quorum. Unless otherwise provided under the certificate of incorporation or these bylaws and subject to Delaware Law, the presence, in person or by proxy, of two thirds (2/3) of the total Members of the Corporation at a meeting of Members shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members present in person or represented by proxy shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.07. Voting. ( ) Unless otherwise provided in the certificate of incorporation and subject to Delaware Law, each Member shall be entitled to one vote. Unless otherwise provided in Delaware Law, the certificate of incorporation or these bylaws, the affirmative vote of two thirds (2/3) of the total Members of the Corporation and who are present, in person or by written proxy, at a meeting of Members and entitled to vote on the subject matter shall be the act of the Members.

( ) Each Member entitled to vote at a meeting of Members or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such Member by written proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 2.08. Action by Consent. ( ) Unless otherwise provided in the certificate of incorporation and subject to the proviso in Section 2.03, any action required to be taken at any annual or special meeting of Members, or any action which may be taken at any annual or special meeting of Members, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the 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 voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, or a director or agent having custody of the book in which proceedings of meetings of Members are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting.

( ) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this section and Delaware Law to the Corporation, written consents signed by a sufficient number of Members to take action are delivered to the Corporation by delivery to its registered office in Delaware, or a director or agent of the Corporation having custody of the book in which proceedings of meetings of Members are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Section 2.09. Organization. At each meeting of Members, the Chairman of the Board, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, shall act as chairman of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 2.10. Order of Business. The order of business at all meetings of Members shall be as determined by the chairman of the meeting.

Article 3
Directors

Section 3.01. General Powers. Except as otherwise provided in Delaware Law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.02. Number, Election and Term Of Office. The number of directors which shall constitute the whole Board shall be fixed from time to time by resolutions of the Board of Directors but shall not be less than three or more than nine. The directors shall be elected at the annual meeting of the Members by written ballot, except as provided in Section 2.03 and Section 3.13 herein, and each director so elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Section 3.03. Quorum and Manner of Acting. ( ) Unless the certificate of incorporation or these bylaws require a greater number, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

( ) Notwithstanding any other provision of these bylaws, two thirds (2/3) of the total number of directors shall constitute a quorum for the transaction of the following business, and the affirmative vote of two thirds (2/3) of the total number of directors shall be the act of the Board of Directors:

( ) the election or removal with or without cause of the Chairman of the Board;

( ) the election of the President (also known as the Executive Director) of the Corporation; and

( ) any amendment, alteration, repeal or restatement in its entirety of the certificate of incorporation of the Corporation or these bylaws.

( ) Notwithstanding any other provision of these bylaws, three fourths of the total number of directors shall constitute a quorum for the transaction of the following business, and the affirmative vote of the following portion of the total number of directors shall be the act of the Board of Directors:

( ) two thirds (2/3) to remove for cause the President (also known as the Executive Director) of the Corporation; and

( ) three fourths (3/4) to remove without cause the President (also known as the Executive Director) of the Corporation.

Section 3.04. Time and Place of Meetings. The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a determination by the Board of Directors).

Section 3.05. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of Members, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.06. Regular Meetings. After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.07. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Chairman of the Board, President or Secretary on the written request of three directors. Notice of the time, place and purpose of each special meeting of the Board of Directors shall be given by the Secretary to each director at least three days before the date of the meeting in such manner as is determined by the Board of Directors.

Section 3.08. Committees. The Board of Directors may designate one or more committees, including, without limitation, an Executive Committee (for day-to-day operations), as it may from time to time deem advisable. Each committee may consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise such powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matter: (a) approving or adopting, or recommending to the Members, any action or matter expressly required by the certificate of incorporation of the Corporation or by Delaware Law to be submitted to the Members for approval, (b) adopting, amending or repealing any bylaw of the Corporation, or (c) filling vacancies on the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.09. Chairman. The Chairman (or, in the absence of the Chairman, a person appointed by the Chairman or, in the absence of any such person, a person appointed by a majority of the directors present at such meetings) shall establish or cause to be established the agenda of, and preside at, all meetings of the Board of Directors.

Section 3.10. Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.11. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.12. Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.13. Vacancies. Unless otherwise provided in the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by two thirds (2/3) of the directors then in office, although less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with Delaware Law. Unless otherwise provided in the certificate of incorporation, when one or more directors shall resign from the Board of Directors, effective at a future date, two thirds (2/3) of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

Section 3.14. Removal. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of two thirds (2/3) of the total Members of the Corporation and the vacancies thus created may be filled in accordance with Section 3.13 herein.

Section 3.15. Compensation. By resolution of the Board of Directors, a fixed sum for expenses of attendance may be allowed for attendance at each regular or special meeting of the Board of Directors. In addition, the Board of Directors shall have the power, in its discretion, to pay to directors a fixed sum for attendance at each meeting of the Board of Directors, or alternatively, a reasonable compensation or fee as allowed under Section 4941 of the Internal Revenue Code of 1986, as amended (the “Code”). No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of the Executive Committee may be permitted like reimbursement of expenses and compensation for attending meetings of the Executive Committee.

Section 3.16. Waiver of Notice. Whenever any notice is required to be given to any director under the provisions of the certificate of incorporation of the Corporation or these bylaws, a written waiver of any such notice signed by the director, or a waiver by electronic transmission by the director, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting.

Article 4
Officers

Section 4.01. Principal Officers. The principal officers of the Corporation shall be a President (also known as Executive Director), a Treasurer and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of Members and directors in a book kept for that purpose. The Corporation may also have such other principal officers as the Board may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of President and Secretary.

Section 4.02. Election, Term of Office and Remuneration. The principal officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting thereof. Each such officer shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors, subject to any limits imposed by Section 4941 of the Code. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

Section 4.03. Subordinate Officers. In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

Section 4.04. Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors in accordance with these bylaws.

Section 4.05. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

Section 4.07. Restrictions On Commissions to Fundraisers. Unless approved by resolution adopted by the Board of Directors in accordance with these bylaws, each officer of the Corporation shall be prohibited from paying or agreeing to pay, and no officer of the Corporation shall have the authority to pay or agree to pay, any fundraiser retained by the Corporation a commission in excess of 10% of the total funds raised by such fundraiser.

Article 5
Investments, LOANS

Section 5.01. Investments. No investments shall be made in any manner that would subject the Corporation to any tax under Section 4944 of the Code or the regulations thereunder.

Section 5.02. Loans to Officers and Directors. No personal loans shall be made by the Corporation to any of its officers or directors.

Article 6
Prohibition Against Sharing In Corporate Earnings

Section 6.01. Prohibition Against Sharing in Corporate Earnings. No Member, director, officer, employee, or person connected with the Corporation, or member of the Advisory Council, any advisory committee or panel, or any other private individual or entity shall receive, at any time, any of the net earnings or pecuniary profit from the operations of the Corporation; provided, that this shall not prevent the payment to any such person or entity of such reasonable compensation for services rendered to or for the Corporation in furtherance of any of its purposes as shall be determined by the Board of Directors. No such person or entity shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All Members and directors of the Corporation shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over to such eleemosynary institutions (i) which are organized and operated for purposes substantially similar to those of the Corporation, and (ii) which qualify as exempt organizations within Section 501(c)(3) of the Code, and upon such terms and conditions and in such amounts and proportions as the Board of Directors may impose and determine, to be used by eleemosynary institutions receiving the same for such similar or kindred purposes as are set forth in the certificate of incorporation of the Corporation and any and all amendments thereto.

Article 7
CORPORATE PRINCIPLES

Section 7.01. Free Service. As stated in the Corporation’s mission statement, the Corporation is committed to providing a service to the public free of charge. The purpose of this commitment is to allow professionals and students of all ages and any institutional affiliation to access the words of the Founders free of charge.

Section 7.02. Public Participation. The Corporation is also committed to providing the public with an opportunity to participate in the creation and development of the ConSource project. The manner and mode of this participation will be determined after review by the Board of Directors, with input from scholars dedicated to the subject matter.

Section 7.03. Non-Discrimination. The Corporation is committed not to discriminate on the basis of race, religion, gender, ethnicity, national origin, disability, or political or other viewpoint in making any employment decisions or in nominating, appointing or removing persons to the Board of Directors, the National Advisory Board, or other current or future body or auxiliary body of the Corporation.

Article 8
General Provisions

Section 8.01. Year. The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 8.02. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 8.03. Amendments to Bylaws. These bylaws or any of them, may be altered, amended, repealed or restated in their entirety by the Board of Directors.

Section 8.04. Amendments to Certificate of Incorporation. The certificate of incorporation of the Corporation may be altered, amended or repealed by the Board of Directors. No amendment, alteration or repeal shall be effected which would result in the denial of tax-exempt status under Section 501(c)(3) of the Code and the regulations thereunder.