BY-LAWS OF THE MICROFINANCE CLUB OF NEW YORK, INC.

ARTICLE I NAME AND PURPOSE

SECTION 1 NAME: The name of the organization shall be the Microfinance Club of New York, Inc. (the "Corporation") SECTION 2 MISSION: The mission of the Corporation is to be a leading forum for free exchange of information and ideas about microfinance and to disseminate readily understandable, transparent and succinct information so as to further the microfinance field.

ARTICLE II MEMBERSHIP
SECTION 1 ELIGIBILITY FOR MEMBERSHIP: Membership shall be open to any person who supports the mission statement in Article I, Section 2. Membership for a 12 month period is granted after payment of annual dues SECTION 2 RIGHTS OF MEMBERS: Each member shall be eligible to attend the annual meeting and vote on matters presented including election of officers. Members can volunteer for any of the committees established by the Board of Directors or for working groups established by general members of the Corporation.

ARTICLE III MEETINGS OF MEMBERS

SECTION 1 REGULAR MEETINGS: Regular meetings of the members shall be held quarterly or more frequently as desired, at a time and place designated by the Board of Directors. SECTION 2 ANNUAL MEETINGS: An annual meeting of the members shall take place in the month of December, the specific date, time and location of which will be designated by the Board of Directors. At the annual meeting the members shall elect members of the Board of Directors, receive reports on the activities of the club, and determine the direction of the club for the coming year. SECTION 3 NOTICE OF MEETINGS: Printed notice of each meeting shall be given to each member, by electronic mail, not less than two weeks prior to the meeting.

ARTICLE IV BOARD OF DIRECTORS

SECTION 1 COMMITTEE ROLE AND SIZE: The committee is responsible for overall policy and direction of the club and the members of such shall act as directors of the Corporation. The committee

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shall be comprised at a minimum of the members of the Executive Committee, and those other positions designated by the Executive Committee. SECTION 2 TERMS: Members of the Board of Directors shall serve two-year terms and are eligible for re-election at every other Annual Meeting. SECTION 3 COMMITTEE ELECTIONS: New committee members and current committee members shall be elected or re-elected by the members at the annual meeting. Committee members will be elected by a simple majority of members present at the annual meeting, provided there is a quorum. SECTION 4 MEETINGS AND NOTICE: The committee shall meet at least quarterly, at an agreed upon time and place or by teleconference. An official Board of Directors meeting requires that each committee member have written notice at least two weeks in advance. Any member of the Board of Directors who is absent at three or more meetings in a twelve month-period may be recommended for removal from the committee by a vote of other members of the Board of Directors. SECTION 5 ELECTION PROCEDURES: Members of the Board of Directors shall be responsible for nominating a slate of prospective directors representing the clubs diverse constituency. In addition, any member can nominate a candidate or volunteer to be on the slate of nominees. SECTION 6 QUORUM: A quorum must be attended by at least a simple majority of the Board of Directors for decisions to be made about activities of the club. SECTION 7 OFFICERS AND DUTIES: The Board of Directors shall appoint an Executive Committee consisting of the President, Treasurer and Secretary. These offices can be held singly or as coheads. Any of the officers of the Executive Committee will have authority to sign contracts and act on behalf of the club. The specific duties of each office are as follows. The President shall convene regularly scheduled Board of Directors meetings, shall preside or arrange for other members of the Board of Directors to preside at each meeting. The Treasurer shall oversee the finances and the Corporation, maintain the bank account, and be responsible for reporting and for filing necessary tax and audit reports. The Secretary shall be responsible for keeping records of Board of Directors actions, including overseeing the taking of minutes at all Board of Directors meetings, sending out meeting announcements, and distributing copies of minutes and the agenda to each member of the Board of Directors. SECTION 8 VACANCIES: When a vacancy on the Board of Directors exists mid-term, the secretary must receive nominations for new members from present members of the Board of Directors -2 NY1 6235250v.2 6578297.3

two weeks in advance of a Board of Directors meeting. These nominations shall be sent out to members of the Board of Directors with the regular Board of Directors announcement, to be voted on at the next Board of Directors meeting. These vacancies will be filled only to the end of the particular Board of Directors members term. SECTION 9 RESIGNATION, TERMINATION AND ABSENCES: Resignation from the Board of Directors must be in writing and received by the Secretary. A Board of Directors member can be terminated from the Board of Directors due to excess absences or other inappropriate behavior including excessive absences described in Section 4 hereof, subject to a majority vote of the Board of Directors. SECTION 10 INDEMNIFICATION: The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or director of the Corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to (a) any matter arising out of, based upon or attributable to any dishonest or fraudulent act or omission or any criminal act or omission or (b) such person gaining any profit, remuneration or advantage to which they were not legally entitled. Provided, however, these exclusions shall only apply if he or she shall have been finally adjudicated in any proceeding to have committed such act or omission; these exclusions shall not apply to any actual or alleged intentional and unlawful use of, or threat to use, deadly force with an intent to cause harm at any building, facility or property occupied by the Corporation in conducting its operations; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of members of the Board of Directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

ARTICLE V COMMITTEES
SECTION 1 COMMITTEE AND WORKING GROUP FORMATION: The Board of Directors may create committees as needed, such as member initiatives, technology, etc. The Executive Committee appoints all committee chairs. Members of the Corporation may also organize working groups. A member of the Board of Directors must approve member initiated working groups. SECTION 2 THE EXECUTIVE COMMITTEE: The President, Treasurer and Secretary serve as the members of the Executive Committee. The Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board of Directors. -3 NY1 6235250v.2 6578297.3

ARTICLE VI AMENDMENTS
SECTION 1 AMENDMENTS: These by-laws may be amended when necessary by simple majority of the Board of Directors present at the relevant meeting.. Proposed amendments must be submitted to the Secretary to be sent out with regular Board of Directors announcements.

ARTICLE VII ADDITIONAL ARTICLES

SECTION 1 ADDITIONAL ARTICLES: The Board of Directors reserves the right to vote on or make decisions about other issues that may arise currently not described in these by-laws.

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