ARTICLE I
OFFICES AND REGISTERED AGENT

Section 1. Principal Office. The principal office of the American Obesity Association Research Foundation, Inc. (the " Foundation ") may be located in Washington D.C. or at such place as the Board of Directors shall from time to time designate.

Section 2. Registered Office and Agent. The Foundation shall have and continuously maintain a registered office in the State of Delaware (which may be identical with the principal office) and the Board of Directors of the Foundation shall appoint and continuously maintain in service a registered agent in the State of Delaware at such place as be designated by the Board of Directors.

ARTICLE II
PURPOSES

The Foundation's purposes are to promote better understanding of
obesity, to expand research on obesity, to develop better treatments, to eliminate the stigma and discrimination endured by persons with obesity and to promote the access by persons with obesity to appropriate care.

Pursuant to procedures adopted by the Board of Directors, the Foundation shall:
(A) carry out research on:
(1) the basic research on the causes of obesity,
(2) effective methods of prevention,
(3) the role of obesity in the development of other health conditions, such as diabetes and heart disease,
(4) the unique aspects of obesity in women, children and members of minority groups,
(5) improvements in treatment, and,
(6) the impact of obesity on quality of life, disability, social stigma and discrimination
(7) research on related health issues of nutrition, physical activity, eating disorders, and smoking.
(B) carry out programs for the education of the public, physicians and other health professionals, industry and public policy makers regarding obesity, including:
(1) publications, periodicals, books, and tools,
(2) fellowships and internships for professionals,
(3) conferences, meetings and exchanges.
(C) promote international cooperation and understanding of obesity,
(D) promote programs for the elimination stigma and discrimination in all its forms against persons with obesity or at risk for obesity, including legal, economic and social research,
(E) assist persons who, in extreme cases, are destitute and in need of treatment for obesity.

ARTICLE III
MEMBERSHIP

The Foundation shall not have members.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Powers. There shall be a Board of Directors of the Foundation, which shall manage, supervise and control the business, property and affairs of the Foundation, except as otherwise expressly provided by law, the Certificate of Incorporation of the Foundation, or these Bylaws,. The Board of Directors shall be vested with the powers possessed by the Foundation itself, including the powers to determine the policies of the Foundation and prosecute its purposes, to appoint and remunerate agents and employees (including the power to delegate some or all of this authority), to establish the budget of the Foundation, to disburse the funds of the Foundation, and to adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

Section 2. Number and Qualifications. The members of the initial Board of Directors of the Foundation shall be those listed in the Certificate of Incorporation. Thereafter, the Board of Directors shall be elected by the Board of Directors of the American Obesity Association (AOA).

Section 3. Election. Removal. and Vacancies. Directors shall be elected at the time of the elections of the directors of AOA and shall serve a term of office that is the same as the term for the directors of AOA. The method of election, removal, and resignation of directors, and the filling of vacancies on the Board of Directors, shall be conducted in the manner provided for in the Bylaws of AOA. Provided however, that, if a member of the Board of Directors of the AOA Research Foundation, does not participate in at least one of the three meetings a year, that person is presumptively removed from the Board of Directors. Such board member may be reinstated by the AOA Board of Directors.

Section 4. Regular Meetings. A regular annual meeting of the Board of Directors of the Foundation shall be held each year, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. Two additional meetings must be held each year at a time and place to be determined by the Board.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the President of the Foundation or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.

Section 6. Notice. Notice of the time, day and place of any meeting of the Board of Directors shall be provided by the Executive Director at least fifteen (15) days previous thereto by notice sent by mail, messenger, telegram or telephone to each director at his or her address as shown by the records of the Foundation. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance at a meeting shall constitute a waiver of notice thereof, except where attendance is for the express purpose of objecting to the call or convening of the meeting.

Section 7. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except if less than a quorum of directors is present at such meeting, one-third of the directors present may adjourn the meeting from time to time without further notice.

Section 8. Manner of Acting. Except as otherwise expressly required by law, the Certificate of Incorporation of the Foundation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.

Section 9. Written Consent. Action taken by the Board of Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 10. Telephone and Electronic Meeting. Any one or more or all of the directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications or electronic device which allows all persons participating in the meeting to communicate with each other and such participation in a meeting shall be deemed presence in person at such meeting.

Section 11. Compensation. Directors shall not receive compensation for services rendered in such capacity. Additionally, the Board may by resolution provide for the reimbursement of actual travel and lodging expenses incurred in the performance of the duties of the director to the extent provided by such resolution.

Section 12. Advisory Board. The Board of Directors may establish an advisory board, which may make recommendations to the Board of Directors and which may exercise such other rights and privileges as the Board may from time to time establish.

ARTICLE V
Conflict of Interest

Section 1. Conflict of Interest. No director, officer or agent shall be personally involved in any request for financial assistance to themselves, a family member, their own institution or employer, or any entity in which they have or expect to have a financial interest of any kind. No director, officer or agent shall participate in receipt of gifts, gratuities and entertainment and any favors from an individual or entity under circumstances in which it might be inferred that such action was intended to influence or possibly would influence the director, officer or agent in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value, reasonable honoraria, or entertainment of nominal or insignificant values which are not related to any particular transaction or activity of the Foundation.

Section 2. Annual Disclosure. The Board of Directors shall approve a Conflict of Interest Form. Each year each director, officer and agent shall be provided a copy of the policy and acknowledge in writing that he or she has reviewed the policy. Each director, officer and agent shall annually complete a disclosure form identifying any relationships, positions or circumstances in which he or she is involved in which he or she believes could contribute to a conflict of interest arising. Such relationship, position or circumstance might include services as a director or consultant to a nonprofit organization or ownership of a business that might provide goods or services to the Foundation. Any such information regarding business interests of the director, officer or agent or family member shall be treated as confidential and shall generally be made available only to the President, Executive Director and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.

Section 3. Procedures.

A. Prior to board or committee action on a contract or transaction involving a conflict of interest, a director or committee member having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict of interest. Such disclosure shall be reflected in the minutes of the meeting.

B. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a conflict of interest shall disclose to the chair of the meeting all facts material to the conflict of interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.

C. A person who has a conflict of interest shall not participate in or be permitted to hear the board's or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.

D. A person who has a conflict of interest with respect to a contract or transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the contract or transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person's ineligibility to vote shall be reflected in the minutes of the meeting.

E. Agents, officers or staff who are not members of the Board of Directors of the Foundation who have a conflict of interest with respect to a contract or transaction that is not the subject of Board or committee action, shall disclose to the Chair or the Chair's designee any conflict of interest that such person has with respect to a contract or transaction. Such disclosure shall be made as soon as the conflict of interest is known to the person. The agent, officer or staff shall refrain from any action that may affect the Foundation's participation in such contract or transaction.

In the event it is not entirely clear that a conflict of interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair's designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.

ARTICLE VI
OFFICERS

Section 1. Officers. The officers of the Foundation shall consist of a President, a Vice-President, a Secretary and a Treasurer. The Foundation may also have such other officers and assistant officers as the Board of Directors may from time to time deem necessary, such officers to have the authority, and to perform the duties prescribed from time to time by the Board of Directors. One person may hold more than one office, except that the President and Secretary cannot be the same individual. The officers of AOA shall serve as the officers of the AOA Research Foundation unless otherwise elected by the Board of Directors of AOA.

Section 2. Election of Officers. The officers of the Foundation shall be elected by the Board of Directors of the Foundation at the annual meeting of the Board of Directors.

Section 3. Term of Office. The officers of the Foundation shall be installed at the annual meeting at which they are elected and shall hold office for three years or until their respective successors shall have been duly elected and qualified.

Section 4. Resignation. Any officer may resign at any time by giving written notice to the President of the Foundation Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President.

Section 5. Removal. Any officer may be removed, with or without cause, by a majority vote of the Board of Directors at any regular or special meeting of the Board of Directors at which a quorum is present, whenever in its judgment the best interests of the Foundation would be served thereby, but, such removal will be without prejudice to the contract rights, if any, of the officer so removed.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors for the unexpired term.

Section 7. President. The President shall be the Chairman of the Board of the Foundation and, subject to the overall guidance and supervision of the Board of Directors, give active direction and control of the business and affairs of the Corporation. He or she may sign, with the Secretary, Treasurer or any other proper officer of the Foundation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Foundation; and in general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 8. Vice-President. The Vice President shall perform the duties of the President in his or her absence, and shall perform such other duties as the President or the Board of Directors shall from time to time assign.

Section 9. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by aw; be custodian of the corporate records; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 10. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for moneys due and payable to the Foundation from any source whatsoever, and deposit all such moneys in the name of the Foundation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article IXof these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 11. Compensation. Officers may receive reasonable compensation for services rendered in such capacity. Additionally, the Board may by resolution provide for the reimbursement of actual travel, lodging, or other expenses incurred in the performance of the duties of the officer to the extent provided by such resolution.

ARTICLE VII
EXECUTIVE DIRECTOR/CHIEF EXECUTIVE OFFICER

The Executive Director of the Foundation shall be the chief staff officer of the Foundation and, subject to the overall guidance and supervision of the Board of Directors, give active direction and control of the business and affairs of the Foundation. The Executive Director shall be responsible to the Board of Directors for the fundraising and administration of the affairs of the Foundation. He or she shall be responsible for performing due diligence that the funds of the Foundation are expended in the proper and expected manner and for enforcing the policies of the Foundation. Prior to action, the Executive Director shall review all requests for financial support for compliance with the policies and procedures of the Foundation. The Executive Director shall serve as an ex officio non-voting member of the Board of Directors and all other boards or committees established by the Foundation. The Executive Director shall serve as the Assistant Secretary and Assistant Treasurer.

ARTICLE VIII
COMMITTEES

Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Foundation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any director or officer of the Foundation; amending the Certificate of Incorporation of the Foundation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Foundation; authorizing the voluntary dissolution of the Foundation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Foundation; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon the Board or the director by law.

Section 2. Other Committees. The Board of Directors, may create and appoint members to such committees as they shall from time to time deem appropriate, such committees to have the power and duties designated by the Board of Directors; provided that no such committee which has members who are not directors shall have and exercise the authority of the Board of Directors in the management of the Foundation.

Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Vacancies. Vacancies in the membership of committees may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE IX
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any officer or officers of the Foundation in addition to the President, Chief Executive Officer and Treasurer authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.

Section 2. Checks' Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation in addition to the President, Chief Executive Officer and Treasurer in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer (or an Assistant Treasurer) of the Foundation.

Section 3. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE X
Public Accountability

Section 1. Annual Report. The Foundation shall provide an annually updated written account, presenting its purposes, description of overall programs, activities and accomplishments; eligibility to receive deductible contributions; information about the governing body and structure; and information about financial activities and financial position.

Section 2. Annual Financial Statements. An annual financial statement will be prepared following generally accepted accounting principles and shall include the auditor's or Treasurer's Report. When total income exceeds $100,000, the financial statements shall be audited in accordance with generally accepted auditing standards. Annual financial statements shall include: (a) significant categories of contributions and other income, (b) expenses reported in categories corresponding to the descriptions of major programs and activities, (c) detailed schedule of expenses by natural classification e.g. salaries, benefits, occupancy, postage for each major program and supporting activity; (d) accurate presentation of all fundraising and administrative costs including multi-purpose activities cost allocations.

Section 3. Financial Control. The Foundation shall require that any raising of funds by a committee, branch, chapter which are controlled by or affiliated with the benefiting organization and for which a primary activity is raising funds account for all income received by and costs incurred by such entities.

ARTICLE XI
Solicitation and Use of Funds

1. Accurate Information. Solicitation and informational materials distributed by any means shall be truthful, accurate and not misleading in whole or in part. Solicitations shall include a clear description of the programs and activities or shall identify a source of such written information.

2. Control. The Foundation shall establish and exercise control over fund raising activities conducted for their benefit by staff, volunteers, consultants, contractors and controlled or affiliated entities including commitment to writing of all fund raising contracts and agreements. The Foundation shall establish and exercise adequate controls over disbursements including but not limited to making periodic payments for milestones, reports and on-site visits.

3. Confidentiality. The Foundation shall honor donor request for confidentiality and shall not publicize the identities of donors without prior written permission.

4. Operational Expenditures. A reasonable percentage of total income from all sources shall be applied to programs and activities directly related to the purposes for which the organization exists. A reasonable percentage of public contributions shall be applied to the programs described in solicitations in accordance with donor expectations. Total fundraising and administrative costs shall be reasonable. The Foundation will seek to achieve a balanced portfolio of grants and activities encompassing all of its purposes.

ARTICLE XII
INDEMNIFICATION

Indemnification and Insurance. Unless otherwise prohibited by law, the Foundation shall indemnify any director or officer, any former director or officer, any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, and any employee against any and all expenses and liabilities actually and necessarily incurred by him or her or imposed on him or her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been such director, officer, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the Foundation for damages arising out of his or her own negligence or misconduct in the performance of a duty to the Foundation.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Foundation may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any director, officer, or employee; provided, however, that such director, officer, or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he or she is not entitled to indemnification under this Article.

The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the Foundation to make any indemnification permitted by law.

The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability asserted against or incurred by him or her which arises out of such person's status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the Foundation would have the power to indemnify the person against that liability under law.

In no case, however, shall the Foundation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Code. Further, if at any time the Foundation is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in § 4941(d) or § 4945(d), respectively, of the Code.

If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

ARTICLE XIII
AMENDMENT OF CERTIFICATE OF INCORPORATION AND BYLAWS

The Certificate of Incorporation of the Foundation may be amended in whole or in part by a majority vote of the Board of Directors pursuant to the procedure outlined in title 8, § 242(b)(1) of the Delaware General Corporation Law. The Bylaws of the Foundation may be adopted, amended or repealed in whole or in part by a majority vote of the Board of Directors pursuant to the procedure outlined in title 8, § 109 of the Delaware General Corporation Law. The Certificate of Incorporation and Bylaws may not be amended in any way which would jeopardize the tax exempt standing of the Foundation.

ARTICLE XIV
MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Foundation shall commence on January 1 and terminate on December 31, except that the first year of the Foundation shall commence on the date of incorporation.

Section 2. Notice. Whenever under the provisions of these Bylaws, the Certificate of Incorporation of the Foundation or statute, notice is required to be given to a director, committee member, or officer, such notice shall be given by the Executive Director in writing, by first-class, certified, or registered mail or by express delivery service, with postage or express delivery charges thereon prepaid, to such person at his or her address as it appears on the records of the Foundation. Such notice shall be deemed to have been given when deposited in the United States mail or delivered to the express delivery service. Notice may also be given by telegram, telex, or telephone, and will be deemed given when received, if followed by a writing mailed on the same day or the next day.

Section 3. Books and Records. The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members of its Board of Directors.

Section 4. Bonding. The Board may require officers, agents, or employees to give security for the faithful performance of their duties.

Section 5. Loans to Directors and Officers. No loans shall be made by the Foundation to its directors or officers.