The 6th Annual Cocktail Reception at the
El Caribe Country Club on November 8, 2007

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BYLAWS OF THE MARK HINDY CHARITABLE FOUNDATION, INC.

ARTICLE I

NAME, SEAL, AND OFFICES

1.1 Name. The name of this corporation is "The Mark Hindy Charitable Foundation, Inc."
1.2 Seal. If the Board of Trustees shall determine that the corporation shall have a corporate seal, it shall be circular in form and shall bear on its outer edge the words "The Mark Hindy Charitable Foundation, Inc." and in the center, the words and figures "Incorporated 2001 New Jersey." The Board of Trustees may change the form of the seal or the inscription thereon at its pleasure.
1.3 Offices. The principal office of the corporation shall be located in Essex County, New Jersey. The corporation may move the location of its principal office and have other offices at such other places as the Board of Trustees from time to time may determine.

ARTICLE II

PURPOSES
2.1 Purposes. The corporation is organized and shall be operated exclusively for charitable, educational, religious and scientific purposes, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations thereunder as they now exist or as they may hereafter be amended (collectively, the "Code"). The purposes of the corporation are as more particularly set forth in Article SECOND of the corporation's Certificate of Incorporation.

ARTICLE III

MEMBERS, TRUSTEES AND CORPORATE POWERS

3.1 Members. The corporation shall not have any members.
3.2 Trustees. The number of trustees constituting the Board of Trustees shall be between nine (9) and fifteen (15). The Board of Trustees shall have authority to increase or decrease the number of trustees (but not below three (3)) by resolution of the Board from time to time without amendment of this section of these Bylaws.
3.3 Corporate Powers. All of the corporate powers of the corporation shall be exercised by the Board of Trustees, except to the extent specifically provided otherwise by law or by these Bylaws.

ARTICLE IV

TERM AND ELECTION OF TRUSTEES

4.1 Duration of Term of Office. The terms of each of the initial trustees of the corporation shall be deemed to have begun on the date of the corporation's incorporation. The trustees shall serve for staggered terms of three (3) years each. Initially, the trustees will be divided randomly into three (3) classes, as close to equal in number as possible, one class with terms of one (1) year, one class with terms of two (2) years and one class with terms of three (3) years. For all subsequent terms, the trustees will be elected to terms of three (3) years each. The term of each trustee shall expire at the close of the annual meeting of the corporation in the last year of such trustee's term, provided, however, that a trustee shall remain in office, beyond the expiration of his or her term, until such time as a successor shall be duly elected and shall have assumed office. A trustee shall leave office prior to the expiration of his or her term immediately upon death, incapacity, removal or resignation, or if he or she becomes ineligible to serve as trustee.
4.2 Eligibility and Election of Trustees. Trustees must be eighteen years of age or older, and shall be selected for their willingness to serve the corporation and for the knowledge and skills they may contribute to the conduct of the affairs of the corporation. The trustees shall be elected by the Board of Trustees at the annual meeting.
4.3 Assumption of Office. Newly-elected trustees shall assume office upon the expiration of their predecessor's term, if any, and if there is no predecessor a newly-elected trustee shall assume office immediately.
4.4 Removal of Trustees. Any trustee of the corporation may be removed from office with cause by the affirmative vote of a majority of the other trustees then in office.
4.5 Vacancies. The Board of Trustees may fill any vacancy among the Trustees, including a vacancy caused by death, incapacity, removal, resignation, ineligibility, or otherwise, by appointing a successor trustee to serve the remainder of the vacating trustee's term. The trustees may fill a vacancy even if they lack a quorum to decide other matters. Any person elected or appointed to fill a vacancy on the Board of Trustees shall hold office until the later of the expiration of his or her predecessor's term or the date on which a successor is duly elected and assumes office. Notwithstanding the foregoing, the Board of Trustees may authorize the President to make interim appointments to fill vacancies of trustees that occur during unexpired terms, to serve until elections can be held at the next annual meeting or appointments can be made.
4.6 Duties and Responsibilities. Trustees shall attend Board meetings regularly, serve without remuneration for their services as trustee, and shall advise the Board of any conflict of interest that might affect their ability to serve in an unprejudiced manner.

ARTICLE V

MEETINGS OF THE TRUSTEES

5.1 Annual Meetings. The annual meeting of the trustees for the election of trustees and officers, and for the transaction of such other business as may properly come before the meeting, shall be held at the principal office of the corporation, or at such other place within or outside the State of New Jersey as the Board of Trustees shall designate on the first Wednesday in February, or on such other date and time as the Board of Trustees shall determine by resolution.
5.2 Regular Meetings. Regular meetings of the trustees of the corporation (one of which shall be the annual meeting) shall be held quarterly, unless otherwise scheduled by the Board of Trustees, at the principal office of the corporation or at such other place within or outside the State of New Jersey as the Board of Trustees shall designate, on such dates and at such times as the Board of Trustees may determine by resolution.
5.3 Special Meetings. Special meetings of the trustees may be called at any time by the President and must be called by the President upon receipt of a written request from any two (2) trustees, and shall be held at the principal office of the corporation or at such other place as the President calling the meeting shall designate.
5.4 Notice of Meetings. Notice of the time, place, manner, and purpose or purposes of annual, regular or special meetings shall be given or served personally, by mail, by fax or by telephone, upon each person who appears upon the books of this corporation as trustee; provided, however that the business which may be transacted at any meeting shall not be limited to the purpose or purposes set forth in such notice. Notice of any annual, regular or special meeting shall be given not less than five (5) or more than sixty (60) days prior to the date of the meeting. Such notice, if mailed, shall be directed to each trustee at the trustee's address as it appears on the books of the corporation, unless the trustee shall have filed with the Secretary of the corporation a written request that such notice be mailed to some other address, in which case the notice shall be mailed to the address designated in such request. The President shall send, or cause to be sent, notice of meetings.
5.5 Waiver of Notice. Whenever under the provisions of any law or under the provisions of the Certificate of Incorporation or Bylaws of this corporation, the corporation or the Board of Trustees or any committee thereof is authorized to take any action after notice to the trustees of the corporation or to the members of a committee or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time if at any time before or after such action is completed the notice requirement is waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken, or by his, her or their duly authorized attorney.
5.6 Quorum. At any meeting of the trustees, the presence of a majority of the trustees serving at that time shall constitute a quorum for all purposes except as otherwise provided by law or by these Bylaws. The act of a majority of those trustees present at any meeting at which there is a quorum shall be the act of the corporation except as otherwise may be provided specifically by law or by these Bylaws. At any committee meeting, the presence of a majority of the committee members serving at that time shall constitute a quorum and the act of a majority of those present at any committee meeting shall be the act of the committee, except as otherwise may be provided specifically by law or by these Bylaws. Either in the absence of a quorum or when a quorum is present, a trustee or committee meeting may be adjourned from time to time by vote of the majority of those present in person, without notice to those in attendance other than by announcement at the meeting. At least twelve (12) hours notice of the date of the postponement shall be given to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.
5.7 Voting. At every meeting of trustees, each trustee entitled to vote by these Bylaws shall be entitled to one (1) vote in person and not by proxy.
5.8 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting, if prior or subsequent to such action, a written consent to such action is signed by all trustees or by all members of such committee, as the case may be, and if such written consent is filed with the minutes of proceedings of the Board of Trustees or the committee.
5.9 Meetings by Conference Call. Meetings by telephone conference call or by any means of communication by which all persons are able to hear each other shall be permitted, upon proper notice, provided that a quorum of trustees participates in any such conference call.
5.10 Contracts and Services. The trustees and officers of the corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the corporation, notwithstanding that they also may be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, trustees, or otherwise. However, any contract, transaction, or act on behalf of the corporation in a matter in which any trustee or officer is personally interested as a stockholder, director, trustee, or otherwise shall be disclosed to the trustees, conducted at arm's length, and shall not violate the proscription in the corporation's Certificate of Incorporation against the corporation's use or application of its funds for private benefit. In addition, no contract, transaction, or act shall be taken on behalf of the corporation if such contract, transaction or act is a prohibited transaction or an act of self-dealing as those terms are defined in the Code, or would result in the denial of any tax exemption, deduction, or benefit under any provision of the Code. In no event, however, shall any person or other entity dealing with the trustees or officers be obligated to inquire into the authority of the trustees and officers to enter into and consummate any contract, transaction, or other action.

ARTICLE VI

COMMITTEES OF THE BOARD OF TRUSTEES

6.1 Committees. From time to time the Board of Trustees may authorize by resolution such standing committees and ad hoc committees as the Board shall deem necessary.
6.2 Appointment. All committees shall be appointed by the President of the Board, with the advice and consent of the Board of Trustees, and the President of the Board shall further appoint the chairperson of each committee. Non-trustees shall be eligible for appointment as members of committees (except as members of the Executive Committee, if any), but may not serve as the chairperson of any committee in the absence of specific authorization by the Board of Trustees. In addition, non-trustee committee members may not vote in connection with any action that may bind the corporation.
ARTICLE VII

OFFICERS

7.1 Officers; Term; Election. The officers of the corporation shall consist of a President, a Secretary and a Treasurer, all of whom shall be trustees. In addition, the trustees may appoint or elect a Vice-President, assistant officers and other officers, who need not be trustees. Assistant officers and other officers shall have such duties and powers as are determined by the Board of Trustees, provided that such powers and duties are consistent with these Bylaws. Any person may hold more than one office. The officers shall be elected by the Board of Trustees at its annual meeting. All officers shall be elected for a term of one (1) year, and shall hold office until their successors are duly elected and assume office.
7.2 Vacancies. In case any office of the corporation becomes vacant by death, incapacity, resignation, retirement, removal, disqualification or any other cause, the Board of Trustees may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the later of the next annual meeting or the date on which a successor is elected and assumes office. In the event that any officer cannot conduct the duties of their office for a period exceeding sixty (60) days, the Board of Trustees has the authority to determine the position to be vacant.
7.3 President. The President shall be the chief executive officer of the corporation, and shall preside at all meetings of the trustees of the corporation. The President shall develop the agenda for meetings with the assistance of the officers and shall be a nonvoting member of all committees. The President of the Board shall appoint the members and chairpersons of all standing and ad hoc committees, with the advice and consent of the Board of Trustees, and shall do and perform such other duties as may be assigned by the Board of Trustees.
7.4 Vice President. At the request of the President, or in the event of the President's absence or incapacity, the Vice President, if any, shall perform the duties and possess and exercise the powers of the President. To the extent authorized by law, the Vice President shall have such other powers as the Board of Trustees may determine, and shall perform such other duties as may be assigned by the Board of Trustees.
7.5 Secretary. The Secretary shall be in charge of such of the corporation's books, documents and papers as the Board of Trustees may determine, and shall have custody of the corporate seal. In the absence of a recording secretary, the Secretary shall keep the minutes of all meetings. With the President or Vice President, the Secretary may sign any contracts or agreements authorized by the Board of Trustees, in the name and on behalf of the corporation, and when so authorized or ordered by the Board of Trustees, the Secretary may affix the seal of the corporation. The Secretary shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Trustees, and shall do and perform such other duties as may be assigned by the Board of Trustees.
7.6 Treasurer. The Treasurer shall have custody of all funds, property, and securities of the corporation, subject to such regulations as may be imposed by the Board of Trustees. When necessary or proper the Treasurer may endorse for collection on behalf of the corporation checks, notes and other obligations, and shall deposit the same to the credit of the corporation at such bank or banks or depository as the Board of Trustees may designate. The Treasurer shall sign all receipts and vouchers and, together with the other officer or officers, if any, designated by the Board of Trustees, the Treasurer shall sign all checks of the corporation, except in cases where the authority to sign or execute checks has been expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the corporation. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the corporation. The Treasurer shall enter regularly on the books of the corporation to be kept by the Treasurer for the purpose full and accurate account of all moneys and obligations received and paid or incurred by the Treasurer for or on account of the corporation and, upon request by any trustee, shall exhibit such books to such trustee at a reasonable time at the offices of the corporation. The Treasurer shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Trustees.
7.7 Removal. Any officer of the corporation may be removed from office with or without cause by the affirmative vote of a majority of the Board of Trustees.

ARTICLE VIII

AGENTS AND REPRESENTATIVES

8.1 Authority. The Board of Trustees may appoint additional agents and representatives of the corporation to perform such acts or duties on behalf of the corporation as the Board of Trustees may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law. Specifically, but without limitation, the Board of Trustees may hire, engage and retain attorneys, accountants, financial and investment advisors and other professionals in furtherance of the purposes herein set forth.

ARTICLE IX

CONTRACTS AND ADMINISTRATION OF FUNDS

9.1 Contracts and Administration of Funds. The Board of Trustees, except as these Bylaws otherwise provide, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to a specific instance.

ARTICLE X

FISCAL YEAR

10.1 Fiscal Year. The fiscal year of the corporation shall be such year as determined by resolution of the Board of Trustees.

ARTICLE XI

PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS; DISSOLUTION

11.1 No Private Inurement. No trustee, officer, employee, committee member, or other person connected with the corporation, or any other private individual, shall receive any of the net earnings or pecuniary profit from the operations of the corporation at any time, provided, however, that this shall not prevent the payment to any such person of reasonable compensation, as determined by the Board of Trustees, for services rendered to or for the corporation and/or for reimbursement of reasonable expenses incurred in connection with such services.
11.2 Procedure Upon Dissolution. In the event of a liquidation, dissolution, termination, or winding up of the corporation, whether voluntary, involuntary or by operation of law, the Board of Trustees shall, after provision for all liabilities, distribute any remaining assets or property of the corporation for one or more exempt purposes within the meaning of Code section 501(c)(3) to such organization or organizations then located in the United States and qualified under Code section 501(c)(3), or to a state or local government for a public purpose, as the Board of Trustees shall deem appropriate. Any such assets not so disposed of shall be disposed of by the Superior Court of New Jersey, exclusively for such purposes or to such organization or organizations as such Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XII

INVESTMENTS

12.1 Reinvestment. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Trustees, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction. However, no action shall be taken by or on behalf of the corporation if such action would result in the denial of the corporation's income tax exemption under Code section 501(c)(3).
12.2 Commingling. The Board of Trustees shall incorporate as assets of the corporation all property received and accepted by the corporation and, subject to any limitations, conditions, or requirements which may be a part of any gift, may commingle any assets of the corporation with any other of the corporation's assets, or may maintain any asset or assets in segregated funds or accounts whenever in their sole discretion they shall determine such segregation to be in the best interest of the corporation or when the conditions, limitations, or instructions of any gift, grant, bequest, or devise shall require such segregation.

ARTICLE XIII

EXEMPT ACTIVITIES

13.1 Preservation of Exempt Status. Notwithstanding any other provision of these Bylaws, no trustee, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation which is not permitted to be taken or carried on (1) by an organization exempt from federal income tax under Code section 501(c)(3), or (2) by an organization, contributions to which are deductible under Code sections 170, 2055(a)(2), or 2522(a)(2).
13.2 Prohibition on Lobbying. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of (or in opposition to) any candidate for public office.
13.3 Public Inspection of Annual Returns. The corporation shall make available for public inspection a copy of its three most recent annual returns, such returns containing all required information representing direct and indirect transaction relationships between itself and other tax-exempt organizations not described in Code section 501(c)(3), e.g., lobbying groups or political organizations, and upon request shall provide copies of such returns and any other documents, all as may be required by law.

ARTICLE XIV

INDEMNIFICATION

14.1 Indemnification by corporation. Each present and future trustee of the corporation, each present and future officer of the corporation and each present and future member of any committee of the Board of Trustees, and the legal representatives of such persons, shall be indemnified by the corporation to the fullest extent permitted by the New Jersey Nonprofit Corporation Act, as may be amended from time to time.
14.2 Indemnification Not in Restriction of Other Privileges. The right of indemnification described in section 14.01 above shall be in addition to, and not in restriction or limitation of, any other privilege or power with respect to indemnification or reimbursement which the corporation or the individual seeking indemnification may have, pursuant to N.J.S.A. 15A:3-4 or any other source.

ARTICLE XV

AMENDMENTS

15.1 Amendments to Bylaws. The Board of Trustees shall have the power to make, alter, amend, and repeal the Bylaws of the corporation by affirmative vote of a majority of those trustees present at any duly-convened meeting (except where a greater majority is required by law), or by unanimous consent of all trustees without a meeting; provided, however that unless adopted by unanimous written consent, the proposed alteration, amendment, or repeal shall be specified in the notice of the meeting of this corporation provided for in Article V of these Bylaws.
Mark David Hindy, 28, was 6 feet 4 inches, 250 pounds. His niece Olivia, 22 months old, is 2 feet 11 inches and weighs 30 pounds. That's a big difference -- a 3-foot, 5-inch, 220-pound difference, to be exact -- but somehow a bond had grown between them when she was even smaller.

"His hand was the size of her, but you could see the gentleness of his big hand supporting her back when he held her," said Ginny Hindy, Mr. Hindy's mother.

Olivia smiled at him when she was 6 months old -- before she had smiled at anyone else. When the family watched television, Olivia always crawled to Mr. Hindy's lap instead of her father's.

"She felt very secure with Mark," Ms. Hindy said.

Greg Hindy, Mr. Hindy's brother and Olivia's father, said that Olivia clearly missed her favorite uncle after the attacks destroyed the offices of Cantor Fitzgerald, where he worked.

"After 9/11, she would ask for Mark. `Markie, hug, Markie, kiss,' she would say," he said. "Then I would say, `Hug Daddy. Mark will hug you through Daddy.' Now she points to his picture, and says `Markie, angel.' "

Because of the pair's special relationship, the Hindy's have created the Mark Hindy Charitable Foundation to help, among other things, fight diseases that afflict children.