BYLAWS OF A California Nonprofit Public Benefit Corporation

– A California Nonprofit Public Benefit Corporation Page 1 of 12

Corporate Bylaws

BYLAWS OF

A California Nonprofit Public Benefit Corporation

ARTICLE 1 - OFFICES

SECTION 1. NAME

The name of this corporation is .

SECTION 2. PRINCIPAL OFFICE OF THE CORPORATION

The principal office for the transaction of activities and affairs of this corporation is located at .

Street, County, California

SECTION 3. CHANGE OF ADDRESS OF PRINCIPAL OFFICE

The Board of Directors shall have full power and authority to change said principal office from one

location to another within the State of California. Any such change shall be noted by the Secretary in

these bylaws opposite this Section; alternatively, this Section may be amended to state the new location.

SECTION 4. OTHER OFFICES

The Board may at any time establish branch or subordinate offices at any place or places where this

corporation is qualified to conduct its activities.

ARTICLE 2 - PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES

This corporation is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.

The purpose of this corporation is to expand, enhance and preserve urban and community forests in

California by building alliances and supporting community-based action and environmental stewardship.

In the context of these general purposes, this shall be accomplished through, but shall not be limited to,

outreach, education, advocacy and grants.

SECTION 2. DEDICATION OF ASSETS

This corporation’s assets are irrevocably dedicated to public benefit purposes. No part of the net

earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of

any private person or individual, or to any director or officer of the corporation. On liquidation or

dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and

liabilities of the corporation shall be distributed to a nonprofit fund, foundation or corporation that is

organized and operated exclusively for charitable purposes and that has established its exempt status

under Internal Revenue Code section 501(c)(3).

ARTICLE 3 – MEMBERS

SECTION 1. MEMBERS

This corporation shall have no voting members within the meaning of the Nonprofit Corporation Law. The

corporation’s Board of Directors may, in its discretion, admit individuals to one or more classes of

nonvoting members; the class or classes shall have such rights and obligations as the Board finds

appropriate.

– A California Nonprofit Public Benefit Corporation Page 2 of 12

Corporate Bylaws

ARTICLE 4 – BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS

Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and

any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws of this

corporation, the activities and affairs of this corporation shall be managed and all corporate powers shall

be exercised, by or under the direction of the Board of Directors.

SECTION 2. SPECIFIC POWERS

Without prejudice to the general powers set forth in Article 4, Section 1 of these bylaws, but subject to the

same limitations, the Board of Directors shall have the power to do the following:

A) Perform any and all duties imposed on them collectively or individually by law, by the Articles of

Incorporation of this corporation or by these bylaws.

B) Appoint and remove, at the pleasure of the Board, all corporate officers, agents and employees;

prescribe power and duties for them as are consistent with the law, the articles of incorporation

and these bylaws; fix their compensation; supervise their performance; and require from them

security for faithful service.

C) Change the principal office or the principal business office in California from one location to

another; cause the corporation to be qualified to conduct its activities in any other state, territory,

dependency, or country; and conduct its activities in or outside California.

D) Borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and

delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds,

debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and

securities.

E) Authorize any officer or agent of the corporation 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 specific instances. Except for matters pertaining to the ordinary and

necessary operation of the business of the corporation and as otherwise provided in Section 5214

of the California Corporations Code, unless so authorized by the Board, no officer, agent or

employee shall have any power or authority to bind the corporation by any contract or

engagement or to pledge its credit or to render it liable monetarily for any purpose or in any

amount.

F) Accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or

public purposes of this corporation.

G) Adopt, use and, at will, alter a corporate seal.

SECTION 3. NUMBER OF DIRECTORS

The Board of Directors shall consist of at least three (3) but no more than twenty (20) directors unless

changed by amendment to these bylaws. The exact number of directors shall be fixed, within those

limits, by a resolution adopted by the Board of Directors.

SECTION 4. RESTRICTION ON INTERESTED PERSONS AS DIRECTORS

No more than 49 percent of the persons serving on the Board may be “interested persons.” An interested

person is (a) any person compensated by the corporation for services rendered to it within the previous

12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding

any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor,

descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-

law of such person. However, any violation of this paragraph shall not affect the validity or enforceability

of transactions entered into by the corporation.

– A California Nonprofit Public Benefit Corporation Page 3 of 12

Corporate Bylaws

SECTION 5. NOMINATIONS OF DIRECTORS

The Chair of the Board shall appoint a committee to nominate qualified candidates for election to the

Board at least 60 days before the date of any election of directors. The nominating committee shall make

its report at least 30 days before the date of the election, or at such other time as the Board may set, and

the secretary shall forward to each member, with the notice of meeting required by these bylaws, a list of

all candidates nominated by committee.

SECTION 6. ELECTION OF DIRECTORS

Directors shall be elected at the annual meeting of the Board of Directors for a term of two (2) years and

shall hold office until the expiration of the term for which elected, and until a successor is elected and

qualified. The candidates receiving the highest number of votes up to the number of directors to be

elected shall be elected. Each director shall cast one vote.

In order to stagger the terms of the first elected Board of Directors, one-third (1/3) of the directors shall be

elected for a term of three (3) years, one-third (1/3) shall be elected for a term of two (2) years, and one-

third (1/3) shall be elected for a term of one (1) year.

SECTION 7. COMPENSATION

Directors shall serve without compensation, but may receive such reimbursement of expenses as the

Board may establish by resolution to be just and reasonable as to the corporation at the time that the

resolution is adopted.

SECTION 8. RESIGNATION OF DIRECTORS

Any Director may resign by giving written notice to the Chair of the Board, the Executive Director, the

Secretary of the Board, or the Board of Directors. The resignation shall be effective when the notice is

given unless it specifies a later time for the resignation to become effective. If a director’s resignation is

effective at a later time, the Board may elect a successor to take office as of the date when the

resignation becomes effective.

Except upon notice to the California Attorney General, no director may resign if the corporation would be

left without a duly elected director or directors in charge of its affairs.

SECTION 9. REMOVAL OF DIRECTORS

Any director may be removed with or without cause by a vote of two-thirds (2/3) of the members of the

entire Board of Directors at a special meeting called for that purpose or at a regular meeting, provided

that notice of that meeting and of the removal questions are given as provided in Article 5, Section 6. Any

director who has missed two consecutive Board meetings without prior notice of planned absence will be

automatically removed from the Board without Board resolution unless (a) the director requests a leave of

absence for a limited period of time and the leave is approved by the directors at a regular or special

meeting (if such leave is granted, the number of Board members will be reduced by one in determining

whether a quorum is or is not present), (b) the director suffers from an illness or disability that prevents

him or her from attending meetings and the Board by resolution waives the automatic removal procedure

of this subsection; or (c) the Board by resolution of the majority of Board members must agree before a

director who has missed two meetings may be reinstated.

Any vacancy caused by the removal of a director shall be filled as provided in Article 4, Section 10 of

these bylaws.

– A California Nonprofit Public Benefit Corporation Page 4 of 12

Corporate Bylaws

SECTION 10. VACANCIES

A vacancy or vacancies on the Board of Directors shall occur in the event of (a) the death, removal, or

resignation of any director; (b) the declaration by resolution of the Board of a vacancy in the office of a

director who has been convicted of a felony, declared of unsound mind by a court order, or found by final

order or judgment of any court to have breached a duty under California Nonprofit Public Benefit

Corporation Law, Chapter 2, Article 3; or (c) the increase of the authorized number of directors.

Vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office

is less than a quorum, by (1) the unanimous written consent of the directors then in office; (2) the

affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers

of notice complying with Corporations Code Section 5211; or (3) a sole remaining director.

SECTION 11. NO REMOVAL FOR REDUCTION OF NUMBER OF DIRECTORS

Any reduction of the authorized number of directors shall not result in any director’s being removed before

his or her term of office expires.

SECTION 12. LIMITED LIABILITY OF DIRECTORS

Subject to their fiduciary responsibilities and standards of conduct for directors including, but not limited

to, the duty of care, the duty of loyalty, the duty of inquiry and other duties imposed by law, the directors

shall not be personally liable for the debts, liabilities or other obligations of the corporation.

ARTICLE 5 – MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. PLACE OF BOARD MEETINGS

Meetings of the Board shall be held at the principal office of the corporation unless another location is

designated in the notice of the meeting.

SECTION 2. MEETINGS BY TELEPHONE OR OTHER TELECOMMUNICATIONS EQUIPMENT

Any Board meeting may be held by conference telephone, video screen communication, or other

communications equipment. Participation in a meeting under this Section shall constitute presence in

person at the meeting if all of the following apply:

(A) Each member participating in the meeting can communicate concurrently with all other members;

(B) Each member is provided the means of participating in all matters before the Board, including the

capacity to propose, or to interpose an objection to, a specific action to be taken by the

corporation;

a. A person participating in the meeting is a director or other person entitled to participate in

the Board meeting;

b. All actions of or votes by the Board are taken or cast only by the directors and not by

persons who are not directors.

SECTION 3. ANNUAL MEETING

The annual meeting of the Board of Directors shall be held within the first month of the new fiscal year,

unless such other date is chosen by consensus of the Board. At the annual meeting, directors shall be

elected by the Board of Directors in accordance with Article 4, Section 6.

– A California Nonprofit Public Benefit Corporation Page 5 of 12

Corporate Bylaws

SECTION 4. REGULAR MEETINGS

The Board of Directors by resolution may establish a schedule of regular meetings of the Board of

Directors.

SECTION 5. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chair of the Board, the Executive

Director, the Vice Chair, the Secretary, or by any two directors, and such meetings shall be held at the

place designated by the person or persons calling the meeting and in the absence of such designation, at

the principal office of the corporation.

SECTION 6. NOTICE OF SPECIAL MEETINGS

Notice of the time and place of special meetings shall be given to each director by (a) personal delivery of

written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or

other system or technology designed to record and communicate messages, either directly to the director

or to a person at the director’s office who would reasonably be expected to communicate that notice

promptly to the direct; (c) facsimile; (e) electronic mail; or (f) other electronic means. All such notices

shall be given or sent to the director’s address or telephone number as shown on the corporation’s

records.

Notices sent by first-class mail shall be deposited in the United States mails at least four (4) days before

the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be

delivered, telephoned, or sent, respectively, at least forty-eight (48) hours before the time set for the

meeting.

The notice shall state the time of the meeting and the place, if the place is other than the corporation’s

principal office. The purpose of the special meeting must be specified in the notice.

SECTION 7. QUORUM

A majority of the duly elected directors constitutes a quorum of the Board of Directors for the transaction

of business except as hereinafter provided.

Every action taken or decision made by a majority of the directors present at a duly held meeting at which

a quorum is present shall be an act of the Board, subject to the more stringent provisions of the California

Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to:

(a) approval of contracts or transactions in which a director has a direct or indirect material financial

interest, (b) approval of certain transactions between corporations having common directorships, (c)

creation of and appointments to committees of the Board, and (d) indemnification of directors.

A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal

of some directors from that meeting, if any action taken or decision made is approved by at least a

majority of the required quorum for that meeting.

Except as otherwise provided in these bylaws or in the Articles of Incorporation of this corporation, or by

law, no business shall be considered by the Board at any meeting at which a quorum is not present and

the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 8. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETING

The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid

as though the meeting had been duly held after proper call and notice, provided a quorum, as above

described, is present and provided that either before or after the meeting each director not present signs

a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such

– A California Nonprofit Public Benefit Corporation Page 6 of 12

Corporate Bylaws

waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of

the meeting. Notice of a meeting need not be given to any director who attends the meeting and who,

before or at the beginning of the meeting, does not protest the lack of notice to him or her.

SECTION 9. ADJOURNMENT

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to

another time and place.

SECTION 10. ACTION WITHOUT A MEETING

Any action that the Board is required or permitted to take may be taken without a meeting if all Board

members consent in writing to the action; provided, however, that the consent of any director who has a

material financial interest in a transaction to which the corporation is a party and who is an “interested

director” as defined in Corporations Code Section 5233 shall not be required for approval of that

transaction. Such action by written consent shall have the same force and effect as any other validly

approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the

Board.

Any certificate or other document filed under any provision of law which relates to action so taken shall

state that the action was taken by unanimous written consent of disinterested directors of the Board of

Directors without a meeting and that the bylaws of this corporation authorize the directors to so act, and

such statement shall be prima facie evidence of such authority.

ARTICLE 6 – COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of directors, designate the Chair of the Board and one (1)

or more other officers, and other members as designated by the Board, and no one who is not a director,

to constitute an Executive Committee and delegate to such Committee any of the powers and authority of

the Board in the management of the business and affairs of the corporation, except with respect to:

(A) Taking any final action on any matter that, under the California Nonprofit Public Benefit

Corporation Law, also requires approval of the directors or approval of a majority of all directors;

(B) The filling of vacancies on the Board or on any committee which has the authority of the Board;

(D) The amendment or repeal of bylaws or the adoption of new bylaws;

(E) The amendment or repeal of any resolution of the Board which by its express terms is not so

amendable or repealable;

(F) The creation of committees of the Board or the appointment of members thereof;

(G) The expenditure of corporate funds to support a nominee for director if there are more people

nominated for director than can be elected;

(H) The approval of any transaction to which this corporation is a party and in which one or more of

the directors has a material financial interest, except as special approval is provided for in

Corporations Code Section 5233(d)(3).

By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of

the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill

vacancies therein from the members of the Board.

SECTION 2. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution

of the Board of Directors. Such other committees may consist of persons who are not also members of

the Board. These additional committees shall act in an advisory capacity only to the Board.

– A California Nonprofit Public Benefit Corporation Page 7 of 12

Corporate Bylaws

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees of the Board shall be governed by, held, and taken under the

provisions of these bylaws concerning meetings and other Board actions, except that the time for general

meetings of such committees and the calling of special meetings of such committees may be set either by

Board resolution or, if none, by resolution of the committee.

Minutes of each meeting shall be kept and shall be filed with the corporate records. The Board may

adopt rules for the governance of any committee as long as the rules are consistent with these bylaws. If

the Board has not adopted rules, the committee may do so.

ARTICLE 7 – OFFICERS

SECTION 1. OFFICES HELD

The officers of the corporation shall be a Chair, Vice Chair, Secretary, and Treasurer. The corporation

may also have, at the discretion of the directors, such other officers as may be appointed by the directors.

Any number of offices may be held by the same person except that neither the Secretary nor the

Treasurer may serve concurrently as the Chair of the Board.

SECTION 2. ELECTION OF OFFICERS

Officers of this corporation, except any appointed under Article 7, Section 4 of these bylaws, shall be

chosen at the Annual Board Meeting by the Board and shall serve at the pleasure of the Board.

SECTION 3. TERMS OF OFFICE

Each officer shall hold office until his or her successor shall be elected and qualified, or until he or she

resigns or is removed, or is otherwise disqualified to serve, whichever occurs first. Officers may serve

more than one term.

SECTION 4. APPOINTMENT OF OTHER OFFICERS

The Board may appoint and authorize the Chair of the Board or another officer to appoint any other

officers that the corporation may require. Each appointed officer shall have the title and authority, hold

office for the period, and perform the duties specified in the bylaws or established by the Board.

SECTION 5. REMOVAL OF OFFICERS

The Board may remove any officer with or without cause. An officer who was not chosen by the Board

may be removed by any other officer on whom the Board confers the power of removal.

SECTION 6. RESIGNATION OF OFFICERS

Any officer may resign at any time by giving written notice to the Chair of the Board, the Executive

Director of the corporation, or the Board of Directors. Any such resignation shall take effect at the date of

receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the

acceptance of such resignation shall not be necessary to make it effective. Any resignation shall be

without prejudice to any rights of the corporation under any contract to which the officer is a party.

SECTION 7. VACANCIES IN OFFICE

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall

be filled in the manner prescribed in these bylaws for normal appointments to that office, provided,

however, that vacancies need not be filled on an annual basis. In the event of a vacancy in any office

other than that of Chair, such vacancy may be filled temporarily by appointment by the Chair until such

– A California Nonprofit Public Benefit Corporation Page 8 of 12

Corporate Bylaws

time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the

discretion of the Board may or may not be filled as the Board shall determine.

SECTION 8. RESPONSIBILITIES OF CHAIR OF THE BOARD

The Chair of the Board shall preside at all meetings of the Board of Directors and subject to the control of

the Board of Directors, shall oversee and control the affairs of the corporation, the activities of the officers

and the Executive Director. He or she shall perform all duties incident to his or her office and such other

duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws,

or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly

provided by law, by the Articles of Incorporation or by these bylaws, he or she shall, in the name of the

corporation, execute, or cause to be executed, such deeds, mortgages, bonds, contracts, checks or other

instruments which may from time to time by authorized by the Board of Directors.

SECTION 9. RESPONSIBILITIES OF VICE CHAIR

In the absence of the Chair, or in the event of his or her inability or refusal to act, the Vice Chair shall

perform all the duties of the Chair, and when so acting shall have the powers of, and be subject to all the

restrictions on, the Chair. The Vice Chair shall have other powers and perform such other duties as may

be prescribed by law, by the Articles of Incorporation, or by these bylaws, or as may be prescribed by the

Board of Directors.

SECTION 10. RESPONSIBILITIES OF SECRETARY

The Secretary shall:

(A) Certify and keep or cause to be kept at the principal office of the corporation the Articles of

Incorporation and the original or a copy of these bylaws as amended or otherwise altered to date.

(B) Keep or cause to be kept at the corporation’s principal office or such other place as the Board

may direct, a book of minutes of all meetings, proceedings and actions of the Board and of

committees of the Board. The minutes of meetings shall include the time and place that the

meeting was held; whether the meeting was annual, general or special and, if special, how

authorized; the notice given and the names of persons present at Board and committee

meetings.

these bylaws require to be given.

(D) Be custodian of the seal of the corporation and see that the seal is affixed to all duly executed

documents, the execution of which on behalf of the corporation under seal is authorized by law or

these bylaws. Failure to affix the seal to corporate instruments, however, shall not affect the

validity of any such instrument.

(E) Exhibit or cause to be exhibited at all reasonable times to any director of the corporation, or to his

or her agent or attorney on request thereof, the bylaws and the minutes of the proceedings of the

directors of the corporation.

(F) Perform all duties incident to the office of Secretary and such other duties as may be required by

law, by the Articles of Incorporation of this corporation, or by these bylaws, or which may be

assigned to him or her from time to time by the Board of Directors.

SECTION 11. RESPONSIBILITIES OF TREASURER

The Treasurer shall:

(A) Have charge and custody of, and be responsible for, all funds and securities of the corporation

and deposit, or cause to be deposited, all such funds in the name of the corporation in such

banks, trust companies, or other depositories as shall be selected by the Board of Directors.

(B) Disburse, or cause to be disbursed by the Executive Director, the funds of the corporation as may

be directed by the Board of Directors, taking proper vouchers for such disbursements as the

– A California Nonprofit Public Benefit Corporation Page 9 of 12

Corporate Bylaws

Board may order. Except as otherwise specifically determined by resolution of the Board of

Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the

payment of money, and other evidence of indebtedness of the corporation shall be signed by the

Executive Director, an officer, or by such individuals as are authorized by the Board of Directors.

(D) Keep and maintain adequate and correct accounts of the corporation’s properties and business

transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and

losses.

(E) Exhibit at all reasonable times the books of account and financial records to any director of the

corporation, or to his or her agent or attorney, on request thereof.

(F) Render to the Chair and directors, whenever requested, an account of any or all transactions and

of the financial condition of the corporation.

(G) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to

be included in any required reports.

(H) In general, perform all duties incident to the office of Treasurer and such other duties as may be

required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned to

him or her from time to time by the Board of Directors.

ARTICLE 8 – EXECUTIVE DIRECTOR

SECTION 1. RESPONSIBILITIES

The Board of Directors shall hire or appoint an individual to act in the capacity of Executive Director.

Subject to the control of the Board, he or she shall have general supervision, direction, and control of the

business and programs of the corporation, and general control of the employment, supervision and

direction of the corporation’s staff. He or she may, in the name of the corporation, execute such deeds,

mortgages, bonds, contracts, checks or other instruments that may, from time to time, be authorized by

the Board of Directors or the Executive Committee.

ARTICLE 9 – CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS

SECTION 1. CONTRACTS WITH DIRECTORS AND OFFICERS

No director of this corporation nor any other corporation, firm, association, or other entity in which one or

more of this corporation’s directors are directors or have a material financial interest, shall be interested,

directly or indirectly, in any contract or transaction with this corporation, unless (a) the material facts

regarding that director’s financial interest in such contract or transaction or regarding such common

directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or

are known to all members of the Board prior to the Board’s consideration of such contract or transaction;

(b) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient

for that purpose without counting the votes of the interested directors; (c) before authorizing or approving

the transaction, the Board considers and in good faith decides that after reasonable investigation that the

corporation could not obtain a more advantageous arrangement with reasonable effort under the

circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and

reasonable to the corporation at the time the transaction is entered into.

This Section does not apply to a transaction that is part of an educational or charitable program of this

corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified

favoritism and (b) results in a benefit to one or more directors or their families because they are in the

class of persons intended to be benefited by the educational or charitable program of this corporation.

SECTION 2. LOANS WITH DIRECTORS AND OFFICERS

This corporation shall not lend any money or property to or guarantee the obligation of any director or

officer without the approval of the California Attorney General; provided, however, that the corporation

may advance money to a director or officer of the corporation for expenses reasonably anticipated to be

– A California Nonprofit Public Benefit Corporation Page 10 of 12

Corporate Bylaws

incurred in the performance of his or her duties if that director or officer would be entitled to

reimbursement for such expenses by the corporation.

ARTICLE 10 – INDEMNIFICATION AND INSURANCE

SECTION 1. INDEMNIFICATION

To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees,

and other persons described in Corporations Code Section 5238(a), 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 the person is or was a

person described in that section. “Expenses”, as used in this bylaw, shall have the same meaning as in

that section of the Corporations Code.

On written request to the Board by any person seeking indemnification under Corporations Code Section

5238(b) or Section 5238(c), the Board shall promptly decide under Corporations Code Section 5238(e)

whether the applicable standard of conduct set forth in Corporations Code Section 5238(b) or Section

5238(c) has been met and, if so, the Board 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 Article 10, Section 1 of these

bylaws in defending any proceeding covered by this Section 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.

SECTION 2. 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.

ARTICLE 11 – CORPORATE RECORDS AND REPORTS

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California:

(A) Minutes of all meetings of directors and committees of the Board, indicating the time and place of

holding such meetings, whether regular or special, how called, the notice given, and the names of

those present and the proceedings thereof.

(B) Adequate and correct books and records of account including accounts of its properties and

business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and

losses.

be open to inspection by the directors of the corporation at all reasonable times.

SECTION 2. DIRECTORS’ INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect the corporation’s books,

records, documents of every kind, physical properties, and the records of each subsidiary. The

inspection may be made in person or by the director’s agent or attorney. The right of inspection includes

the right to copy and make extracts of documents.

– A California Nonprofit Public Benefit Corporation Page 11 of 12

Corporate Bylaws

SECTION 3. ANNUAL REPORT

The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days

after the close of the corporation’s fiscal year to all directors of the corporation, which report shall contain

the following information in appropriate detail:

(A) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal

year;

(B) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

for the fiscal year;

(D) The expenses or disbursements of the corporation, for both general and restricted purposes,

during the fiscal year;

(E) Any information required by Section 4 of this Article;

(F) An independent accountants’ report or, if none, the certificate of an authorized officer of the

corporation that such statements were prepared without audit from the corporation’s books and

records.

SECTION 4. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS AND INDEMNIFICATIONS

As part of the annual report, this corporation shall furnish to its directors a statement of any transaction of

indemnification of a kind described in Section 6322, subdivision (d) or (e) of the California Nonprofit

Public Benefit Corporation Code:

(A) Any transaction (i) in which the corporation was a party, (ii) in which an “interested person” had a

direct or indirect material financial interest, and (iii) which involved more than $50,000 or was one

of several transactions with the same interested person involving, in the aggregate, more than

$50,000. For this purpose, an “interested person” is either:

a. Any director or officer of the corporation, its parent, or subsidiary (but mere common

directorship shall not be considered such an interest); or

b. Any holder of more than ten (10) percent of the voting power of the corporation.

The statement shall include a brief description of the transaction, the names of the interested

persons involved, their relationship to the corporation, the nature of their interest in the

transaction and, if practicable, the amount of that interest, provided that if the transaction was

with a partnership in which the interested person is a partner, only the interest of the partnership

need be stated.

(B) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to

any officer or director of the corporation under Article 10, Section 1of these bylaws, unless that

indemnification has already been approved by the Board under Corporations Code Section

5238(e)(2).

ARTICLE 12– FISCAL YEAR

SECTION 1. FISCAL YEAR

The fiscal year of the corporation shall begin on the first of July and end on the thirth of June of each

year.

ARTICLE 13 – AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT OF BYLAWS

Subject to any provision of law applicable to the amendment of bylaws of public benefit nonprofit

corporations, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws

adopted by a two-thirds (2/3) vote of the entire Board of Directors elected pursuant to these bylaws.

– A California Nonprofit Public Benefit Corporation Page 12 of 12

Corporate Bylaws

These bylaws may not be amended to include any provision that conflicts with law or with the

corporation’s Articles of Incorporation.

ARTICLE 14 – AMENDMENT OF ARTICLES OF INCORPORATION

SECTION 1. AMENDMENT OF ARTICLES

Subject to limitations placed by Corporations Code Section 5810(a) and any other provision of law

applicable to the amendment of Articles of Incorporation of public benefit nonprofit corporations, the

Articles of Incorporation may be altered, amended, or repealed and new Articles adopted by a two-thirds

(2/3) vote of the entire Board of Directors elected pursuant to these bylaws.

SECTION 2. LIMITATIONS ON AMENDMENTS

Notwithstanding the above section of this Article, this corporation shall not amend its Articles of

Incorporation to alter any statement which appears in the original Articles of Incorporation of the names

and addresses of the first directors of this corporation, nor the name and address of its initial agent,

except to correct an error in such statement.

ARTICLE 15 – PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No director, officer, employee, or other person connected with this corporation, or any private individual,

shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation,

provided, however, that this provision shall not prevent payment to any such person of reasonable

compensation for services performed for the corporation in effecting any of its public or charitable

purposes, provided that such compensation is otherwise permitted by these bylaws and is fixed by

resolution of the Board of Directors; and no such person or persons shall be entitled to share in the

distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.

The Board of Directors of the corporation shall be deemed to have expressly consented and agreed that

on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the

assets of the corporation, after all debts have been satisfied, shall be distributed as required by the

Articles of Incorporation of this corporation and not otherwise.

CERTIFICATE OF THE SECRETARY

I certify that I am the duly elected and acting Secretary of , a California nonprofit public

benefit corporation; that these bylaws, consisting of 12 pages, are the bylaws of this corporation as

adopted by the Board of Directors on ___August _; and that these bylaws have not been

amended or modified since that date.

Executed on __ /10__ in ________ ________, California.

______________________________________

Signature

___________, Secretary

Typed Name