SDLRLA Scholarship Fund Bylaws

AMENDED AND RESTATED BYLAWS

OF

SAN DIEGO LA RAZA LAWYERS ASSOCIATION SCHOLARSHIP FUND

A California Nonprofit Public Benefit Corporation

 

Effective Date: March 17, 2009

Amended January 29, 2011

ARTICLE I

CORPORATE OFFICES

Section 1.1      OfficesThe principal office of the San Diego La Raza Lawyers Association Scholarship Fund (the “Corporation”) for the transaction of business shall be located in the County of San Diego, State of California.

Section 1.2      Other OfficesThe Corporation may have such other offices, either within or without the State of California, as the Board of Directors of the Corporation (the “Board”) may determine or as the affairs of the Corporation may require from time to time.

ARTICLE II

PURPOSE

It shall be the purpose of the Corporation to establish a scholarship trust fund to provide scholarships for persons: (1) of Hispanic heritage and/or (2) persons that have demonstrated a meaningful commitment and/or significant contribution to the Hispanic community; and whom meet one of the following criteria:

(i) Attend law schools accredited by the American Bar Association in San Diego County;

(ii) Hail from the San Diego County or the Imperial County region and attend law schools accredited by the American Bar Association outside of those counties; and

(iii) Attend law schools accredited by the American Bar Association and have demonstrated ties to the region of San Diego and Imperial Counties;

and to carry on other charitable activities associated with this goal.

ARTICLE III

MEMBERSHIP

Section 3.1      No MembersThe Corporation shall have no members.

Section 3.2      Associates.  Nothing in Article III shall be construed as limiting the right of the Corporation to refer to persons associated with it as “members” even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Nonprofit Corporation Law.  The Corporation may confer by amendment of its articles of incorporation (the “Charter”) or of these bylaws (the “Bylaws”) some or all of the rights of a member, as set forth in the California Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the election of directors or on a disposition of substantially all of the assets of the Corporation or on a merger or on a dissolution or on changes to the Charter or Bylaws, but no such person shall be a member within the meaning of said Section 5056.

Section 3.3      Approval of the BoardPursuant to Section 5310(b) of the California Nonprofit Corporation Law, any action which would otherwise, under law or the provisions of the Charter or Bylaws, require approval of the majority of all members or approval by the members, shall only require the approval of the Board of Directors of the Corporation (the “Board”).

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1      General Powers.  The Corporation shall have powers to the full extent allowed by law.  All powers and activities of the Corporation shall be exercised and managed directly by the Board or, if delegated, under the ultimate direction of the Board.

Section 4.2      Number of Directors.  The governing body of the Corporation shall be the Board.  The Corporation shall have not fewer than three (3) nor more than fifteen (15) directors unless changed by an amendment to the Bylaws.  The exact number of directors shall be fixed within those limits by a resolution adopted by the Board.  The number of members of any future Board, and the number of directors in each class, shall be determined from time to time by resolution of the Board.  Additional directorships resulting from an increase in the number of directors shall be apportioned among the classes as equally as possible as determined by the Board.

Section 4.3      Qualifications of Directors.  The directors of the Corporation must be at least eighteen (18) years of age, and shall not have been convicted of a felony offense.  See Section 4.4(a) for further qualification requirements.

Section 4.4      Composition.  The Board shall be divided into two classes, Class A directors (“Class A Directors”) and Class B directors (“Class B Directors”), with rights and duties as further described herein.

(a)     Class A Directors.  Class A Directors shall be composed of four people, divided into two groups, designated Class A-I directors (“Class A-I Directors”) and Class A-II directors (“Class A-II Directors”).  Class A-I Directors shall be composed of (i) the current president of the San Diego La Raza Lawyers Association (the “Association President”) and (ii) another member from the San Diego La Raza Lawyers Association (the “Association Director”), to be appointed by the Association President.  Class A-II Directors shall be composed of (i) the immediate past Association President (the “Association Past President”) and (ii) another member from the San Diego La Raza Lawyers Association to be appointed by the Association Past President (the “Association Past Director”).  Among the duties of the Association Director, he or she shall be required to communicate with the San Diego La Raza Lawyers Association on a quarterly basis on the finances and activities of the Corporation.

(b)    Class B Directors.  Class B Directors shall be composed of three people, divided into three groups, designated as Class B-I directors (“Class B-I Directors”), Class B-II directors (“Class B‑II Directors”) and Class B-III directors (“Class B-III Directors”).

Section 4.5      Nomination.  Any person qualified to be a director under Section 4.3 of these Bylaws may be nominated by the method of nomination authorized by the Board.

Section 4.6      Election.  The initial directors of the Corporation shall be designated by the Incorporator of the Corporation.  Thereafter, Class A Directors shall come to office in accordance with Section 4.7(a), and Class B Directors shall come to office in accordance with Section 4.7(b).

Section 4.7      Terms of Office. 

            (a)     Class A DirectorsThe terms of office of the initial Class A-I Directors and initial Class A-II Directors shall expire at the annual meeting of the Board (“Annual Meeting”) in 2006.  In accordance with Section 4.11, and until their successors are duly elected or appointed and qualified, Class A Directors, including Class A Directors elected or appointed to fill vacancies, shall hold office until the first Annual Meeting following their election or appointment.  Such term of office does not apply to (i) Class A-I Directors who must serve an additional one (1)-year term as Class A-II Directors immediately following their term as Class A-I Directors; or (ii) any Class A Director in the case of death, resignation or removal.  Upon a vacancy in the office held by the Association President, such directorship shall be vacant until the Association President is replaced by a successor designated by the San Diego La Raza Lawyers Association who will serve for the unexpired portion of the term of office.  Upon a vacancy in the office of the Association Director, the Association President shall appoint a successor to serve for the unexpired portion of the term of office.  Upon a vacancy in the office of any Class A-II Director, a successor shall be elected by a vote of the then constituted board of directors of the San Diego La Raza Lawyers Association which person will serve as a Class A-II Director for the unexpired portion of the term of office.  No person may hold a position of Class A Director for longer than two (2) consecutive years.

            (b)    Class B DirectorsThe term of office of the initial Class B-I Director shall expire at the 2007 Annual Meeting.  The term of office of the initial Class B-II Director shall expire at the 2008 Annual Meeting.  The term of office of the initial Class B-III Director shall expire at the 2009 Annual Meeting.  In accordance with Section 4.11 and until their successors are duly elected or appointed and qualified, Class B Directors shall hold office until the third Annual Meeting following their election or appointment.  Such term of office does not apply to (i) the initial Class B-I Director and Class B-II Director designated by the Incorporator of the Corporation; (ii) any Class B Director in the case of death, resignation or removal; or (iii) any Class B Director elected or appointed in the case of a vacancy to fill the unexpired portion of a predecessor’s term.  At each Annual Meeting, Class B Directors elected to succeed those directors whose terms expire shall be elected by a vote of the majority of the Board for a term of office to expire at the third succeeding Annual Meeting after their election.  In the event of an increase in the number of Class B-I, Class B‑II or Class B-III directorships, the terms of office of any such directorships shall be governed by the provisions defining the class in which the directorships are created.  Upon a vacancy in the office of any Class B Director, a successor shall be elected by the vote of a majority of the remaining directors then serving on the Board to serve for the unexpired portion of the term of office.  In the event of a failure of the directors in any election to elect the full number of Class B Directors authorized, the vacancies shall be filled by appointment by the Association President.  No person may hold a position of Class B Director for longer than six (6) consecutive years.

Section 4.8      Removal.

            (a)   Class A Directors.  Any Class A Director shall be removed automatically if and when his or her requisite status as a member of the Association ceases to exist, to be replaced in a manner consistent with the requirements of Section 4.7(a).

            (b)   Class A or Class B Directors.  Any Class A or Class B Director may be removed, with cause, by the vote of a majority of the directors then serving on the Board at a special meeting called for that purpose, or a regular meeting, provided that notice of that meeting and of the removal proposals are given as provided in Section 4.13.  Any vacancy caused by the removal of a Class A or Class B Director shall be filled in a manner consistent with the requirements of Section 4.7(a) or (b), as applicable.

Section 4.9      Resignation.  Any director may resign upon giving written notice to the Chairperson of the Board (the “Chairperson”), the President of the Corporation (the “Corporation President”), the Secretary of the Corporation (the “Secretary”) or the Board, effective on the date of giving such notice, unless the notice specifies a later time for the effectiveness of such resignation.  The resignation of a Class A Director from the Association shall constitute a resignation from the Board as well.  If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 4.10    Vacancies.  A vacancy on the Board shall exist on (i) the death, resignation or removal of any director from the Board; (ii) whenever the number of directors authorized is increased; and (iii) on the failure of the directors in any election to elect the full number of directors authorized.  Vacancies may be filled for the unexpired portion of the term of office in a manner consistent with Sections 4.7(a) and 4.7(b).

Section 4.11    No Vacancy on Reduction of Number of DirectorsAny reduction of the authorized number of directors shall not result in any director being removed before his or her term of office expires.

Section 4.12    Annual MeetingThe Corporation shall hold its annual meeting (the “Annual Meeting”) in the first 45 days in any calendar year.  The Annual Meeting shall be held at the principal office of the Corporation unless a different place is fixed by the Chairperson or the Corporation President and stated in the notice of the meeting as provided in Section 4.13.  Each Annual Meeting shall be held for the purpose of electing directors and officers and for such other purposes as may properly be brought before the meeting under law, the Charter or these Bylaws.

If an Annual Meeting is not held as herein provided, a special meeting of the Board may be held in place thereof with the same force and effect as the Annual Meeting, and in such case all references in these Bylaws to the Annual Meeting, except in this Section 4.12, shall be deemed to refer to such special meeting.

Section 4.13    Regular MeetingsRegular meetings of the Board shall be held, without call or notice, at such time and place as agreed to by the Board.  Regular meetings shall be held at any place within or without the State of California which has been designated from time to time by the Board.  In the absence of such designation, regular meetings shall be held at the principal office of the Corporation.

Section 4.14    Special Meetings.  Special meetings of the Board may be called at any time by the Chairperson, the Corporation President or a majority of the directors.  Notice of the time and place of special meetings shall be given to each director by (i) personal delivery of written notice; (ii) first-class mail, postage prepaid; (iii) 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 director; (iv) facsimile; (v) electronic mail; or (vi) 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 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 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.  Except as otherwise provided in these Bylaws, the notice need not specify the purpose of the meeting.

Section 4.15    Waiver of Notice.  The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present, and either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting.  Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

Section 4.16    Quorum.  A majority of the directors of the Board shall constitute a quorum for the transaction of business.

Section 4.17    Transactions of Board.  The action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act, subject to the more stringent provisions of the California Nonprofit Corporation Law and unless otherwise specified in the Charter or Bylaws of the Corporation, including, without limitation, those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) approval of certain transactions between corporations having common directorships, (iii) creation of and appointments to committees of the Board, (iv) resolutions of the Board to amend the Charter or Bylaws, and (v) indemnification of directors.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Section 4.18    Conduct of Meetings.  The Chairperson or, in the Chairperson’s absence, any director selected by a majority of the directors present, shall preside at meetings of the Board.  The Secretary or, in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board.

Section 4.19    Telephone MeetingsDirectors may participate in meetings of the Board through use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another.  Such participation shall constitute personal presence at the meeting.

Section 4.20    AdjournmentA majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 4.21    Action Without a Meeting.  Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action.   Such written consents shall be filed with the minutes of the proceedings of the Board.  Such action by written consent shall have the same force and effect as any other validly approved action of the Board.

Section 4.22    CommitteesThe Board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(i)         The approval of any action for which the California Nonprofit Corporation Law also requires approval of the members or approval of a majority of all members (such limitation of committee action shall apply whether or not the Corporation has members);

(ii)        The filling of vacancies on the Board or in any committee of the Board;

(iii)       The amendment or repeal of these Bylaws or the adoption of new bylaws;

(iv)       The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; or

(v)        To the extent provided by Section 5233 of the California Nonprofit Corporation Law, the approval of any self-dealing transaction, as such transactions are defined in said section.

Any such committee shall be created, and the members thereof appointed, by a resolution adopted by a majority of the directors then serving on the Board, and any such committee may be designated an Executive Committee or by such other name as the Board shall specify.  The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee.  The Board shall have the power to prescribe the manner in which proceedings shall be conducted.  Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of Article IV applicable to meetings and actions of the Board.  Minutes shall be kept of each meeting of each committee.

(a)   Appointment Committee.  The Board shall contain an Appointment Committee, in accordance with Section 4.22, consisting of a number of directors and other persons as the Board may determine from time to time.  The Appointment Committee shall be responsible for the selection and appointment of scholarship recipients, in accordance with criteria also developed by this committee.

(b)   Fundraising CommitteeThe Board shall contain a Fundraising Committee, in accordance with Section 4.22, consisting of such directors and other persons as determined by the Board from time to time.  The Fundraising Committee shall be responsible for fundraising for the scholarship trust.

Section 4.23    Standard of Care.  A director shall perform the duties of a director and as a member of any committee of the Board on which the director may serve, in good faith, in a manner such director believes to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.  In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(i)         One or more officers or employees of the Corporation whom the director believes to be reliable and competent in the matters presented;

(ii)        Counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence; or

(iii)       A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 4.24    Liability of Directors.  Except as provided in Section 5233 of the California Nonprofit Corporation Law, a person who performs the duties of a director in accordance with Sections 5231(a) and (b) of the California Nonprofit Corporation Law shall have no liability based on any alleged failure to discharge that person’s obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the Corporation, or assets held by it, are dedicated.

Section 4.25    Compensation and Reimbursement of Expenses.  Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

ARTICLE V

OFFICERS

Section 5.1      Officers.  The officers of the Corporation shall be a Chairperson or a Corporation President, or both; a Secretary; a Treasurer/Chief Financial Officer and such other officers with such titles and duties as shall be determined by the Board and as may be elected in accordance with the provisions of Article V.  The Board may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board.  Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer/Chief Financial Officer may serve concurrently as Corporation President and/or Chairperson.

Section 5.2      Election and Term of Office.  The officers of the Corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 5.3 or Section 5.6 of these Bylaws, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

Section 5.3      Subordinate OfficersThe Board may elect, and may empower the Corporation President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 5.4      Removal.  Any officer elected or appointed by the Board may be removed, with or without cause, by the Board.  An officer who was not chosen by the Board may be removed by the Board or by any other officer on whom the Board confers the power of removal.

Section 5.5      Resignation.  Any officer may resign at any time by giving written notice to the Secretary or to the Chairperson.  Any resignation shall take effect at the date of the receipt of that notice, or at any later time specified by that notice, and unless otherwise specified in that notice, the acceptance shall not be necessary to make it effective.

Section 5.6      Vacancies.  A vacancy in any office for any reason shall be filled for the unexpired term in the manner prescribed in these Bylaws for normal appointments to that office.

Section 5.7      Chairperson.  The Chairperson shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be prescribed by the Board.

Section 5.8      Corporation President.  The Corporation President’s powers and duties of management shall not be confused with those of the Association President.  Subject to such powers, if any, as may be given by the Board to the Chairperson, if there be such an officer, the Corporation President is the general manager and chief executive officer of the Corporation and has, subject to the control of the Board, general supervision, direction and control of the business and officers of the Corporation.  The Corporation President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board.

Section 5.9      Secretary.  The Secretary shall keep, or cause to be kept, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof.

The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 5.10    Treasurer/Chief Financial Officer.  The Treasurer/Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation.

The Treasurer/Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board.  The Treasurer/Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the Corporation President and the directors, whenever they request it, an account of all transactions as Treasurer/Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 6.1      Contracts.  The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to officers so authorized by these Bylaws, 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.

Section 6.2      Checks, Drafts, etc.  All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.  In the absence of such determination by the Board, such instruments shall be signed by either the Treasurer/Chief Financial Officer or the President.

Section 6.3      Deposits  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

Section 6.4      Gifts.  The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE VII
BOOKS AND RECORDS

Section 7.1      Maintenance of Corporate Records.  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board and committees having any of the authority of the Board.  The financial records and all other corporate records, and the minutes of all meetings of the Board and all other committees of the Corporation shall be kept at the principal office of the Corporation. Upon leaving office, each officer shall turn over to his or her successor in good order such moneys, book records, documents and other property of the Corporation as have been in his or her custody during his or her term of office.

Section 7.2      Directors’ Inspection RightsEvery director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.

Section 7.3      Annual ReportThe Board shall cause an annual report to be furnished not later than 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:

(i)         The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;

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

(iii)       The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year;

(iv)       The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; and

(v)        Any information required by Article XIII of these Bylaws.

The annual report shall be accompanied by an independent accountants’ report, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit and from the books and records of the Corporation.

ARTICLE VIII
ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS

            The Corporation shall furnish to each director within 120 days of the close of the fiscal year, a statement which briefly describes the amount and circumstances of any indemnification or transaction in which the Corporation, or its parent or subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:

(i)         Any director or officer of the Corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or

(ii)        Any holder or more than 10% of the voting power of the Corporation, its parent or subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than $5,000 or which was one of a number of transactions with the same persons involving, in the aggregate, more than $5,000.  Similarly, the statement need only be provided with respect to indemnification or advances aggregating more than $1,000 paid during the previous fiscal year to any director or officer.

Any statement required by Article VIII shall state the names of the interested persons involved in such transactions, stating each person’s relationship to the Corporation, the nature of such person’s interest in the transaction, and where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

ARTICLE IX
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the California Nonprofit Corporation Law or under the provisions of the Charter or the Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to such notice.

ARTICLE X
INDEMNIFICATION AND INSURANCE

Section 10.1    Definitions.  To the fullest extent permitted by law, the Corporation may indemnify its directors, officers, employees and other persons described in Section 5238(a) of the California Nonprofit Corporation Law, 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 Section 10.1, shall have the same meaning as in that section of the California Nonprofit Corporation Law.

Section 10.2    Authorization.  On written request to the Board by any person specified in Section 10.1 of these Bylaws seeking indemnification under Section 5238(b) or 5238(c) of the California Nonprofit Corporation Law, the Board shall promptly decide under Section 5238(e) of the California Nonprofit Corporation Law whether the applicable standard of conduct set forth in Section 5238(b) or 5238(c) of the California Nonprofit Corporation Law has been met and, if so, 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 that proceeding, then the court in which such proceeding is or was pending, upon application made by the Corporation, agent, attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation, shall decide under Section 5238(e) of the California Nonprofit Corporation Law whether the applicable standard of conduct set forth in Section 5238(b) or 5238(c) of the California Nonprofit Corporation Law has been met and, if so, the court shall authorize indemnification.

Section 10.3    Advancement of Expenses.  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 Section 10.1 or 10.2 of these 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 expense.

Section 10.4    InsuranceThe Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of Article X, provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the California Nonprofit Corporation Law.

ARTICLE XI
AMENDMENTS TO BYLAWS

These Bylaws may be altered or amended by majority vote of the Board, except that any alteration or amendment that materially affects the rights and powers of the Class A Directors, including but not limited to a repeal of the Bylaws or changes to Sections 4.4(a), 4.4(b), 4.6, 4.7(a), 4.7(b), 4.8(a), 4.8(b), 4.9 and 4.10, shall require a majority vote of such Class A Directors.

ARTICLE XII
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No director, officer, employee or other person connected with the 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 prohibit payment to any such person of reasonable compensation for services performed for the Corporation in effect of any of its public or charitable purposes, provided further that such compensation is otherwise permitted by these Bylaws and fixed by resolution of the Board.  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.  All members, if any, of the Corporation shall be deemed to have expressly consented and agreed that upon 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 Charter and not otherwise.

ARTICLE XIII
DUTY TO MAINTAIN TAX-EXEMPT STATUS

Section 13.1    Violation of Duty.  It shall be the duty of each director and officer to maintain the tax-exempt status of the Corporation.  A willful violation of this duty shall constitute a wrongful act or conduct subjecting the participating director or officer to termination or removal procedures as set forth in these Bylaws.

Section 13.2    Prohibited Activities.   The Corporation has been formed under the California Nonprofit Corporation law for public, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.  The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the charitable and public purposes described in the Charter.  No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials or statements with the purpose of attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office, except as provided in Section 501(h) of the Internal Revenue Code.

Section 13.3    Property and Assets Irrevocably Dedicated to Public or Charitable Purposes. The property of the Corporation is irrevocably dedicated to public, charitable and educational purposes and no part of the net income or assets of the Corporation shall ever inure to the benefit of any director or officer thereof, or to the benefit of any private person.

Section 13.4    Distribution of Assets. Upon the dissolution or winding up of the Corporation, its 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 which is organized and operated exclusively for charitable or educational purposes and which has established its appropriate tax-exempt status under the Internal Revenue Code.

ARTICLE XIV

FISCAL YEAR

The Corporation’s fiscal year shall be determined by resolution of the Board of the Corporation at a meeting duly noticed and held in accordance with these Bylaws.