Article X

BYLAWS

ARTICLE X: MISCELLANEOUS PROVISIONS

A.         Fiscal Year. The fiscal year of the Corporation shall begin on July 1 of each year and shall end on June 30 of each year.

B.         Deposit of Funds. All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies, or other reliable depositories as the Board of Directors from time to time may determine.

C.        Checks, Etc. All checks, drafts, endorsements, notes and evidence of indebtedness of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as the Board of Directors from time to time may determine.  Endorsements for deposits to the credit of the Corporation shall be made in such manner as the Board of Directors from time to time may determine.

D.        Loans. No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, except as authorized by the Board of Directors.  Any such authorization shall relate to specific transactions.

E.         Contracts. Any officer or agent of the Corporation specifically authorized by the Board of Directors may, on behalf of the Corporation, enter into those contracts or execute and deliver those instruments that are specifically authorized by the Board of Directors.  Without the express and specific authorization of the Board of Directors, no officer or other agent of the Corporation may enter into any contract or execute and deliver any instrument in the name of the Corporation.

F.       Indemnification. To the fullest extent permitted by law, the Corporation shall indemnify its Directors, and Officers, employees, and other persons described in Corporations Code, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used in that section and including an action by or in the right of the Corporation, by reason of the fact that such person is or was a Director or Officer.  “Expenses” as used in this bylaw shall have the same meaning as in that section of the California Corporations Code.

On written request to the Board by any person seeking indemnification hereunder, the Board shall promptly determine in accordance with Corporations Code whether the applicable standard of conduct set forth in Corporations Code section has been met, and if it has, the Board shall authorize indemnification.  If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to the proceeding, the Board shall promptly call a meeting of Members.  At that meeting, the Members shall determine under the applicable provisions of the Corporations Code whether the applicable standard of conduct set forth in Corporations Code has been met, and if it has, the Members present at the meeting shall authorize indemnification.

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under the bylaws in defending any proceeding covered by those sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.

G.        Construction and Definitions.  Unless the context requires otherwise or a term is specifically defined herein, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation law shall govern the construction of these Bylaws.  Without limiting the generality of the above, the masculine gender includes the feminine and neuter, and singular number includes the plural and the plural number includes the singular.  All captions and titles used in these Bylaws are intended solely for the reader’s convenience of reference and shall not affect the interpretation or application of any of the terms or provisions contained herein.

H.         Insurance.  This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.

I.          Maintenance of Corporate Records.  This corporation shall keep

(a)        Adequate and correct books and records of account;

(b)        Meeting Notices, written minutes of the proceedings of its members, board, and committees of the board; and

(c)        A record of each member’s name, address, and class of membership.

J.         Members’ Right to Inspect.

1.         Membership Records.  Unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:

(a)        Inspect and copy the records containing members’ names, addresses, and voting rights during usual business hours on five days’ prior written demand on the corporation, which must state the purpose for which the inspection rights are requested; or

(b)        Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member.  The demand shall state the purpose for which the list is requested.  The secretary shall make this list available to the member on or before the later of ten days after the demand is received or the date specified in the demand as the date of which the list is compiled.

The corporation may, within ten business days after receiving a demand

under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list.  Any rejection of this offer must be in writing and must state the reasons the proposed alternative does not meet the proper demand.

If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this section, it may deny the member access to the membership list.

Any inspection and copying under this section may be made in person or by the member’s agent or attorney.  The right of inspection includes the right to copy and make extracts.  This right of inspection extends to the records of any subsidiary of the corporation.

2.         Accounting Record and Minutes.  On written demand on the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the board of directors, and committees of the board at any reasonable time for a purpose reasonably related to the member’s interest as a member.  Any such inspection and copying may be made in person or by the member’s agent or attorney.  This right of inspection extends to the records of any subsidiary of the corporation.

3.         Maintenance and Inspection of Articles and Bylaws.  This corporation shall keep at its principal office the original or a copy of the articles of incorporation and bylaws, as amended to the current date, which shall be open to inspection by the members at all reasonable times during office hours.

K.         Directors’ Right to Inspect.  Every Director shall have an absolute right at any reasonable time to inspect all books, records, documents, and minutes of the corporation and the physical properties owned by the corporation.  The right of inspection by a Director includes the right to make extracts and copies of documents.

L.         Private Foundation Restrictions.  It is the intention of the corporation that at no time or for any purpose shall this corporation be considered a private foundation within the meaning of any state or federal law.  To carry out that intent, this corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Internal Revenue Code section 4942, shall not engage in any act of self-dealing as defined in Internal Revenue Code section 4941(d), shall not retain any excess business holdings as defined in Internal Revenue Code section 4943(c) , shall not make any investments in a manner as to subject it to tax under Internal Revenue Code section 4944, and shall not make any taxable expenditures as defined in Internal Revenue Code section 4945(d).