MSSRA By

The principal office of the Corporation shall be in the metropolitan area of Baltimore, Maryland. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.

Annual Meeting. The annual meeting of the members of the Corporation shall be held on a day duly designated by the Board of Directors in May, and in no event later than the last day of June, for t he purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting.

Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the President, by a Vice President, or by a majority of the Board of Directors, and shall be called forthwith by the President, by a Vice President, or by any director of the Corporation upon the request in writing of a majority of all the members entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of the members shall be confined to the purpose or purposes stated in the notice of the meeting.

Place of Meetings. All meetings of members shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.

Notice of Meetings. Notice of each meeting shall be given to the members by sending such notice, via electronic mail (“e-mail’) to each member at the e-mail address of record, or in the case of any member who does not have an e-mail address on record with the Corporation, by first-class mail, postage prepaid, to that member’s address of record, at least two (2) weeks prior to the date of the meeting. Such notice shall include a description of the purpose of the meeting, and in the event that any election of Director(s) shall be scheduled to take place at such meeting, shall include the name(s ) of the person(s) nominated for election and a statement of the position for which each such person has been nominated.

Quorum. The presence in person or b/y proxy of ten five percent of the members of the Corporation who have attained the age of nineteen (19) as of the date of said meeting shall constitute a quorum at all meetings of the members, except as otherwise provided by law, by the articles of Incorporation, or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as if originally called.

Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation, or, if (s)he is not present, by a Vice-President, or if none of said officers is present, by a chairman to be elected at the meeting. The secretary of the Corporation, or if (s)he is not present, any Assistant Secretary, shall act as secretary of such meetings; in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as secretary of the meeting.

Voting. At all meeting of members, every member entitled to vote otherwise in good standing and having attained the age of nineteen (19) as of the date of said meeting thereat shall have one (1) vote. Such vote may be either in person or by proxy appointed by e-mail sent to the Corporation at its e-mail address within twenty four (24) hours of the time of the meeting, or by an instrument in writing subscribed by such member or his duly authorized attorney and witnessed by any other person who has attained the age of nineteen (19), bearing a date delivered to the Corporation or any officer or director thereof in person or by certified mail, return receipt requested not more than three (3) months ten (10) days prior to said meeting. All elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by law, in the articles of Incorporation, or by these By-Laws.

Ballot. If the chairman of the meeting shall so determine, a vote by ballot may be taken upon the request of ten percent (10%) or more of the members entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and taken in charge and all questions touching the qualification of voters, the validity of proxies, and the acceptance or rejection of votes, shall be decided by the tellers. Such tellers shall be appointed by the chairman of said meeting.

Identity of Members. The members of the Corporation shall be composed of those persons or organizations who shall have paid any and all annual dues, and are in compliance with any and all other requirements for membership imposed by the Board of Directors.

ARTICLE III
Board of Directors

General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.

Number and Term of Office. The number of directors shall be nine (9) or suc h other number, but not less than three (3) nor more than nine (9), as may be designated from time to time by resolution of the majority of the entire Board of Directors. Directors shall be members and shall have attained the age of eighteen (18) as of the date of his election. The Each directors shall serve for a period of one (1) five (5) years, or until the end of the term the completion of which he was appointed to fill pursuant to the terms of Article III, paragraph 4 of these By-Laws.

Nomination and Election. At least thirty (30) fourteen (14) days prior to the annual meeting of the members of the Corporation, the Nominating Committee Board of Directors shall decide upon a slate of directors, and shall present such slate to the Board of Directors of the Corporation not less than twenty (20) days prior to said annual meeting. Upon written request of at least one of the members of the Corporation, made to a member of the Nominating Committee not less than ten (10) seven (7) days prior to said annual meeting, designating an additional slate or slates to the Board of Directors of the Corporation. Immediately thereafter, the Secretary shall apprise the members of the Corporation of said slate or slates. The Nominating Committee 1 Board of Directors shall thereafter present the said slate or slates of nominees to the members of the Corporation for election at the annual meeting.

Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto. Similarly, in the event of the number of directors being increase as provided in these By-Laws, the additional directors so provided for shall be elected by a majority of the Board of Directors already in office, and shall hold office until the next annual meeting of the members. Any director may be removed from office with or without cause by the affirmative vote of a majority of the members entitled to vote at a special meeting of the members regularly called for the purpose.

Place of Meeting. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, either within or outside the State of Maryland, at such place or places as they from time to time determine by resolution of all the directors. The Board of Directors may hold their meeting by conference telephone or other similar electronic communications equipment in accordance with the provisions of the Maryland corporation law.

Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three (3) days prior to the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the members at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board.

Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least three (3) days prior to the meeting to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place, and objectives of any special meeting.

Quorum. A majority of the whole Board shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors at any meeting at which there is a quorum shall be the act of the Board of Director, except as may be otherwise specifically provided by law or by the Articles of Incorporation or by these By-Laws.

Required Vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution.

Compensation of Directors. Directors shall not receive any stated salary for their services as such, but this section shall not be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors, and, if provided by the resolution, one or more members, which committee, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board.

ARTICLE IV
Officers

Officers. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and also such other officers including an Historian, one or more Vice-Presidents, and/or one or more assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation.

Tenure. The officers shall be elected bi-annually by the Board of Directors at its first meeting following the annual meeting of the members , in any year in which the terms of the officers then holding office shall expire, except where a longer term is expressly provided in an employment contract duly authorized and approved by the Board of Directors.

Incumbency. The President shall be a director, and the other officers may, but need not be, directors. Any two or more of the above offices, except those of President and Vice-President, may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed. Acknowledged or verified by any two or more officers.

Compensation. The officers of the Corporation shall serve without compensation, except such as may be approved from time to time by resolution adopted by the Board of Directors.

Vacancy. In the event that any office, other than an office required by law, shall not be filled by the Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these By-Laws.

Removal. Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and all the officers, agents, and employees shall hold office at the discretion of the Board of Directors or of the officers appointing them.

President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. The president shall preside at all meetings of the members. The president shall preside at all meetings of the Board of Directors unless the Board of Directors shall by a majority vote of a quorum thereof elect a chairman other than the President to preside at any such meeting. The President may sign and execute all authorized bonds, contracts and other obligations in the name of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

Vice President. The Board of Directors shall appoint a Vice President and may appoint more than one Vice president. Any Vice President (unless otherwise provided by resolution of the Board of Directors) may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board of Directors or by the President. In the case of the absence or disability of the President, the duties of that office shall be performed by any Vice President, and the taking of any action by any such Vice President in the place of the President shall be conclusive evidence of the absence or disability of the President.

Secretary. The secretary shall give, or cause to be given, notice of all meetings of members and directors and all other notices required by law or by these By-Laws, and in the case of his/her absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors or members upon whose written request the meeting is called as provided by these By-Laws. The Secretary shall record all the proceedings of the meetings of the members and of the Board of Directors in books provided for that purpose, and shall perform such other duties as may be assigned to him/her by the Board of Directors or the President. In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.

Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation, and s/he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. S/he shall render t the President and to the Board of Directors, whenever either of them so requests, and account of all his/her transactions as Treasurer and of the financial condition of the Corporation. The treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board of Directors, for the faithful performance of the duties of his/her office and for the restoration to the Corporation in case of his death, resignation, retirement, or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall perform all the duties generally incident the office of the Treasurer, subject to the office of the Treasurer, subject to the control of the Board of Directors and the President.

Historian. The Board of Directors may appoint an Historian, who shall maintain the records of winners and finalists of all tournaments, and a file of all suitable photographs and clippings. S/he shall research all previous tournaments in order to maintain accurate historical records. S/he shall keep a record of the donors of all trophies. S/he shall research previous records in order to maintain a record of previous presidents of the Association. S/he shall generally be responsible for all publications and matters of publicity concerning the Corporation. S/he shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board of Directors or the President.

Assistant Secretary. The Board of Directors may appoint an Assistant Secretary or more than one Assistant Secretary. Each Assistant Secretary shall (except as otherwise provided by resolution of the Board of Directors) have the power to perform all the duties of the Secretary in the absence or disability of the secretary and shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of the office shall be performed by any such Assistant Secretary, and the taking of any action by any such Assistant Secretary in the place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.

The Board of Directors may appoint an Assistant Secretary or more than one Assistant Treasurer. Each Assistant Treasurer shall (except as otherwise provided by resolution of the Board of Directors) have the power to perform all the duties of the Treasurer in the absence or disability of the secretary and shall have such other powers and shall perform such other duties as may be assigned to him/her by the Board of Directors or the President. In case of the absence or disability of the Treasurer, the duties of the office shall be performed by any such Assistant Treasurer, and the taking of any action by any such Assistant Treasurer in the place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.

Bank Account and Loans

Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have the authority to deposit any funds of the Corporation in such banks, trust companies or money market funds as shall from time to time be designated by the Board of Directors, and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited upon checks, drafts or other instruments or orders of payment of money, drawn against the account or in the name of this Corporation, and made or signed by such officers or agents. Each such depository is authorized to accept, honor, cash, and pay, without limit as to amount, all checks, drafts, or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors, until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such depository. There shall from time to time be certified to such depositories the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts, and other instruments or orders for the payment of money shall be signed, as provided in this section, all of such checks, drafts, and other instruments or orders for the payment of money shall be signed by the President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.

Loans. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have the authority to effect loans, advances, or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms, or persons as the Board of Directors shall from time t time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse, and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights, and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills, and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof, as such officers or agents shall deem proper; and also to sell, or discount or rediscount with such banks, trust companies, institutions, corporations, firms, or persons any and all commercial paper, bills receivable, acceptances, and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm, or person so designated, the signatures of the officers or agents so authorized; and each bank, trust company, institution, corporation, firm or person is authorized to rely upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm, or person.

Definitions. As used in this Article VI, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (“the Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a director or officer of the corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

Fiscal Year. The fiscal year of the Corporation shall end on the last day of May.

Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer, or member it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member, officer, or director at such address as appears on the books of the Corporation, or in default of any such address, to such director, officer or member at the general post office in the City of Baltimore, Maryland, and such notice shall be deemed to be given at the time same shall be thus mailed. by sending such notice, via electronic mail (“e-mail’) to the e-mail address of record. In the event that any member does not have an e-mail address on record with the Corporation, notice shall be sent by first class mail, postage prepaid, to the member’s address of record. Any member, director, or officer may waive any notice required to be given under these By-Laws by notifying the Secretary of such waiver in writing or by e-mail to the e-mail address of the Corporation.

Amendment of By-Laws. The Board of Directors shall have the power and authority to amen, alter, or repeal these By-Laws or any provision thereof, and may from time to time make additional By-Laws.

MSSRA By-Laws