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whether  before  or  after  the  time  stated  therein,  shall  be  deemed
        equivalent to the giving of such notice.

        ARTICLE XV
        Amendment to Bylaws

               These  bylaws  may  be  altered,  amended  or  revised  and  new
        bylaws may be adopted by a majority of the membership present at any
        regular  meeting  of  the  corporation  or  at  any  special  meeting  of  the
        corporation.  Representation by proxy shall not be permitted.

        ARTICLE XVI
        Effective Date


        Any Amendment to these By Laws shall go into effect immediately upon
        its  adoption,  unless  the  motion  to  adopt  the  amendment  specifies
        another time for the amendment to become effective.


        ARTICLE XVII
        Parliamentary Authority

               The  Ivy  Educational  and  Charitable  Foundation  of  Houston,
        Incorporated, shall be governed by the latest edition of Robert’s Rules
        of Order in all matters not provided for in these bylaws.


        Article XVIII
        Election Guidelines

        Section 1
            1.  The By - laws of the Ivy Educational and Charitable Foundation
               of  Houston,  Inc.,  Article  VI,  Section  2,  states  the  Board  of
               Directors shall be elected by the members of the Foundation to


        Ivy Educational & Charitable Foundation                    Page 46
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