BY-LAWS OF APNA FOUNDATION an Alabama non-profit corporation

OFFICES

The principal office of the Corporation in the State of Alabama shall be located in Tuscaloosa County. The corporation may have such other offices, either within or without the state of Alabama, as the Board of Directors may designate. The registered office and registered agent of the Corporation shall be as stated in the Articles of Incorporation of the Corporation (the "Articles") or as changed in accordance with law. Capitalized terms not otherwise defined in these By-laws shall have, when used herein, the respective meaning accorded to them int he Articles.

BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the Corporation shall be managed by the Board of Directors.

Section 2. Number, Tenure and Qualifications. The number of directors comprising the initial Board of Directors shall be three (3) unless and until changed by resolution of the Board of Directors adopted at any regular meeting by the vote of two-thirds (2/3) of the then members of the Board, provided that the Board of Directors shall consist of not less than three, and that no decrease shall have the effect of shortening the term of any incumbent director. Each director shall hold office until the next annual meeting of directors and until his or her successor shall have been elected.