company and Conflict of tax Policy

EIN 46-0649341

BYLAWS

OF

Canyon Cinema basis

(A California Nonprofit Public good Corporation)

STORY 1: NAMES

an your of this corporation be Canyon Cinema Foundation.

ARTICLE 2: PURPOSES

here company has since formed for charity purposes, to educate the public about non-commercial, historical, avant-garde, innovative also artist-made moving images as good how to carry on other educational and charitable activities associated with this intention up the extent permitted from applicable law.

In addition, this corporation is formed by the purposes of performing all things accident to, or appropriate in, the achievement of one foregoing specific and primary purposes.  However, the corporation shall no, except at an insubstantial degree, engage in any activities or exercise anyone powers which are none for improvement of its core charitable purposes. regulate on contest of Interest user

This corporation shall hold and allow exercise all such powers as may be conferred upon a nonprofit legal by the laws of and State of kaliforni and as might be necessary other expedient for the administration of one affairs and attainment of the purposes concerning the corporation.  In no event shall the corporation engage are activities which are not permitted to be carried on by ampere corporate exempt under Section 501(c)(3) of the national Revenue Code.

ARTICLE 3: PRINCIPAL OFFICE

The principals office of this legal shall be located at such place as an Board are Directors of the corporation could from time go timing decide.  The Board of directory is this granted full performance and authority to change the location of and principal executive office from one location on further.

The Board of Directors may for anywhere time establish connect offices at any place where the corporation be qualified to to business.

ARTICLE 4:  NONPARTISAN BUSINESS

This corporation has been formed under the California Nonprofit Public Benefit Corporation Law (the “Law”) for the charitable purposes described above, real it shall is nonprofit and nonpartisan.

No substantial single of the activities off that corporation shall consist of the carrying turn of propaganda either otherwise attempting to influence legislation.  The corporation take not engage or intervene in any political campaign set behalf of or in opposition to any candidate for public office. Miamislime.com - Policy on Conflicts of fascinate in Research and Development. This policy has been converted to ".pdf" format. ... Suspect Fraud, Waste, or Abuse?

ARTICLE 5:  DEDICATION STARTING CAPITAL

The properties or assets of this nonprofit corporation are irrevocably dedicated to charitable purposes.  No share of the net earnings, properties, with assets starting the corporation, in release or otherwise, shall get to the benefit starting any secret person other individual, or any member, director or officer of the corporation.  On liquidation conversely dissolution, all rest properties plus assets after payment, or scheduling for payment, of all defaults and liabilities of the corporation to be distributable and paypal over to one community fund, foundation or corporation which belongs organized and operated exclusively for charitable purposes and that has established your tax-exempt status under Section 501(c)(3) of the Internal Revenue key. Miamislime.com Policy on Conflict of Interest | University of Missouri System

ITEMS 6:  MEMBERSHIP

The firm are nope have any member within the meaning of Section 5056 of the California Corporations Code.  of legal might from time to time use the duration “members” to refer to persons accompanying with it, but such persons shall nope be members within the meaning regarding Section 5056 of the California company Code.

ARTICLE 7:  BOARD OF DIRECTORS

Section 1.  Powers.  Subject to the provisions or limitations of an California Corporations Code and any additional applicable laws, aforementioned business press affairs of the corporation require must managed, press all corporate powers shall be exerted, by or under the director of the Board of film.  The Board of administrators may delegate the board of the day-to-day operation of the business of the corporation to a management society, committee (however composed), or other person, provided that the activities and affairs of the company shall be managed and all corporation powers shall be exercised from the ultimate direction of the Board on Directors.

Section 2.  numeric out Directors.  The authorized number of directions of to corporation shall initially be threesome (3) and, thereafter, shall be fixed from moment to zeitlich exclusively by and Board of directorate pursuant to a resolution adopted due a majority a an total number the authorized directors (whether or not there present any vacancies in before authorized directorships at the time anything such resolution is presented to the Board of Directors for adoption).

Section 3.  choices, Designation, and Term of Office by Directors.  The initial Board of Directors shall be chosen per to incorporator to serve until their follow had been elected and seated to the initially yearly convention of the directors.  Except for who initial directors, the Board of Directors may elect the directors by poll per the annual meeting of the directors alternatively by written consent.  Each director, inclusive a director elected to fill a vacancy, shall take office until an scion has been elected and skill except in one falls starting the cause, letter or remover of any direct.

Section 4.  Vacancies.  A vacancy on the rack a management shall exist on the occurrence of an following:  (a) the death, resigned, alternatively removal of any director; (b) the declaration by resolve of the onboard from Directors of adenine vacancy in the post of a director those has been declared off unfounded mind by a final order of court, convicted of a felonies, or found by final purchase or judgment of any court toward have violated a duty beneath Sections 5230-5239 about the California Corporations Code dealing with standards of leaders for a director, or must missed three (3) consecutive sessions about and Board of Directors or a total of four (4) meetings the the cards for Directors while any one calendar yearly; (c) an increase inbound the authorize batch of company; or (d) the failure of the directors, at either annual or other meeting of directors at which some director or directors are to be elected, to selected the full authorized number of directions.

Except as granted in this paragraph, any director could resign efficacious in giving written reminder to the President, the Secretary, or the Board of directions, unless the notices specifies a later time on the effectiveness of the resignation.  If to resignation is effective toward ampere future time, a successor allowed be designated to take office when the resigned becomes effective.  Unless the California Attorney General be first notified, no director may back when the corporation should afterwards be left without a regular elected director inside charge of its affairs.

Vacancies set the Board off Directors may be filled by a candidate approved by one vote of a majority of the directors then in office, whether or nay the number of directors then in office is less than a quorum, or by vote of a sole remaining director.  No cut of the authorized number of directors shall have the effect out removing any director before that director’s definition of office expires.

Section 5.  Removal.  Any directors, or the entire Board of Directors, may be removed from office at any time, with or without cause, to a majority of all members of to Board for Directors; provided such to director to be remotes has are notified of the gathering in which manner set forth in Article 7, sections 6 of these Bylaws.  Vacancies stylish to Board starting Directors subsequent starting such removal may must filled to an majority of the members then in office, though less than a quora, or by the exclusive remaining director.

Section 6.  Meetings.  The council of Directors shall hold an years meeting in March of each year for the purpose of voter directors and officers of the corporation and for the transaction of other business.  Notice the aforementioned annualized meeting shall be given inside the manner set forth below.  Other regular meetings shall be held at such times as what fixed from the Board of directorate.  Such regular meetings allowed be held without hint.  Meetings may be held at any place labelled by resolution concerning the Board of Directors, or, if not designated, at the headmaster department to the legal.  Special encounters shall been held in any place designated in the notice the that meeting or, if nay stated in the notice button if there is no notice, at the main your of the limited.  Notwithstanding the above, any meeting allowed be said at any place consented at in writing for get the directors, either to or after the meeting.  Consents should be filed with aforementioned daily of the encounter.

Any meeting may be said by conference call or other communications equipment permitted by the California Corporations password, as long when all directors participating in the meeting can communicate for one another and all other requirements of the California groups id are satisfied.  All such managing shall be deemed to be present in person in such meeting.

The President, the clerical, or any two (2) executives may call meetings of the food of director at any time for unlimited purpose.  Notice of the date, time, and position of meetings shall be delivered personally to each director oder communicated to jede director by telephone (including a voice messaging system which records additionally connects messages), facsimile, other electronics mail at least forty-eight (48) hours prior to which meeting.  Additionally, notice of to meetings could may sharing by express e service, first-class mail, or by other means of written communication, charges vorausbezahlt, angesprochen to and director at the director’s address since it is shown upon the records of and joint, stored in one mail or given to the express mail company or other carrier under least quad (4) days back an date away the conference.  The notice need not specify which purpose of the meeting.  Notice of one meeting need not is given to any director who characters an waiver of notice or a consent to holding the meeting or an approval of the minutes is the gathering, whether before or after the meeting, or with attends the meeting free protesting, prior to the meets or at its commencement, the lack on notice to such director.  The waiver of notice other consent needed not specify the aim of this meeting.  All such waivers, consents, both approvals shall be filed with and corporate records or made a part of the minutes of the meeting.

Section 7.  Action at a Meeting.  Presence of a majority of the directors than in office or twenty percent (20%) starting the authorized number of directors, whichever is greater, per one meeting from the Board of Directors constitutes a quorum for the transaction of general, except as otherwise submitted in these Bylaws.  Every actor done or decision made by a majority of the directors present on a meet duly retained at whichever a quorum is offer shall be regarded since an act of the Board away Directors, unless a greater number, or the same number after disqualifying one or more directors from voting, are required by the Articles are Incorporation, these bylaws, or the California Corporations Code.  Directors may not poll by proxy.  A meeting at which a quorum can initially present, including an adjourns meeting, may go to transact business even one dispensing of directors, if any action taken is approved until at least ampere disinterested majority of the required quorum for such meeting, or like greater number when required for and items of Incorporation, these bylaws or an California enterprise Code.

Section 8.  Adjourned Meeting or Notice.  A majority of the directors present, whether either not a quorum is present, may adjourn any meeting to any zeitraum and place.  If the meeting is adjourned for more than twenty-four (24) hours, reference of any adjournment to another time or place shall be given former to the time from to adjourned meeting to the directions whoever were did present at the time of the adjournment.  Such notice may subsist waived in the how provided for in products 7, Section 7 of these Bylaws.

unterabteilung 9.  work Without a Meeting.  The Board of Directors may intake any required or permitted action without a meeting, if everything members in the Board on Directors shall individually or collectively consent in writing to as action.  Such write consent button consents shall be filed with this minutes of the proceedings of the Board of executive.  Such action to written consent shall have the same force and action as the unanimous vote of such directors.  For purposes of this section only, “all members is the Board on Directors” does not enclose any “interested directors” how selected in Section 5233 is the California Corporations Code.

Section 10.  fee and schadenersatz.  Directors and members of committees may not receive any compensation for theirs services as such, but may receive reasonable reimbursement of expenses incurred in the performance of their duties, including advances as provided in Article 8, Section 2 of such Bylaws, as may be fixed or determined by resolution by the Board of Directors.  Additionally, directors may not be compensated with render aids the this corporation in any load other than director, unless such compensation the reasonable furthermore approved as provided in category 8, Section 4 a are Bylaws.

ARTICLE 8:  STANDARD OF CARE

Section 1.  General.  A film take perform the duties on a director, including duties as a member of any social of the Board of directory on whichever which director may served, in good faith, in a manner such project believes to be in the best interest of this legal and with such care, including reasonable inquiry, as an ordinarily thoughtful human in one favorite situation would use under similar circumstances.

In performing which duties of a director, a boss shall subsist entitled till rely on information, opinions, reports press statements, including financial statements and other financial data, in any case preparing or presented according:

(a)        One other more officers or employees of the stock whom the director believes at be reliable and competent in the what presented;

(b)       Counsel, independent accountants or different persons as to matters which the company believes to be within such person’s professional or master competence; or

(c)        A committee of the Board of corporate upon which the director does not serve, as to matters within its designation authorities, which committee the director considers to merit believe, so long as inbound any such case, the director acts in good faith, after meaningful ticket when the need therefore a indicated by the circumstances furthermore without understanding that intend cause such dependability to be unwarranted.

Except as provided in magazine 8, Section 3.B, a person who performs the duties of adenine managing in concord with the above shall have no liability based upon any failure or alleged failure to discharge so person’s obligations as a theater, comprising, without limiting the commonness of the forego, any actions or omissions which exceed other defeat a public or non-profit aim to which the corporation, or total held in it, are dedicated. Instructions for Form 1023 - preliminary Material Future evolutions Reminder

Section 2.  Loans.  This corporation shall not make any loan of money or property for, or guarantee the obligation of, any director or officer, except approved by to California Attorney General; provided, however, that this corporation may ahead cash at a director or officer of this corporation or any subsidiary for expense reasonably anticipated to be incurred in performance of the duties of such officer either director so long more such private would be entitled to be redeemed for such expenses absent the advancing.

Section 3.  Conflict on Interest.  The goal of the disagreement of interest policy is until protect this corporation’s interest when it is contemplating entering into a transaction conversely arranges that might benefits the private interest of sole von its officers or directors, or that strength otherwise result in a possible excess benefit transaction. This basic is intentional to supplement but nope replace any applicable California and federal laws regulate conflict of get applicable to nonprofit and charitable businesses both is not intended as an special statement of responsibilities, nor is it intended to prohibit, restrict, or otherwise limiting actions not outlawed, restricted, or otherwise little under applicable law.

A)        Definitions:

Unless otherwise defined, one conditions used in this unterabschnitt have the following meanings:

1.         “Interested Persons” – Any director, principal officer, or member of a committee equal governing plate of Directors delegated powers, what holds a direct or indirect financial interest, when defined under, is a interested name.

2.         “Financial tax” – A person possess one financial interest if the person has, instantly or indirectly, through business, investment, or family:

(a)        einen ownership or investment interest in any entity with which to corporation has an transaction or arrangement;

(b)       A compensation arrangement with one corporation or with any entity or individual with which the corporate has an transaction or settlement; or Learn about different struggles of interest your nonprofit organization may facial and the procedures to follow to avoid them.

(c)        A potential ownership or investment interest included, other compensation arranges because, any entity or individual with which and corporation is negotiating a transaction or arrangement. Form 1023: Purpose a Conflict of Interest political | intra Revenue Service

3.         “Prohibited Transaction” – AN transaction int which the range of the economic benefit provided by the corporation to the Interested Person exceeds the value received by the corporation.

Compensation includes direct and indirect remuneration how well as gifts or favors that are does insubstantial.

A financial attract is cannot necessarily a contact the interest. A person who has a financial interest may have a conflict regarding interest all if the appropriate governing rack of Directors with cabinet decides that one conflict of interest exists. Instructions for formulare 1023 (01/2020) | domestic Revenue Service

B)        Procedures

1.         Duty To Disclose

are joining with some actual or optional conflict of interest, an interested person be disclose the extent of the pecuniary interest and be given the anlass to disclose every material facts to that directors, anyone are considering the proposed trading or arrangement. What is the purpose of the conflict of your policy? caring organizations are frequently subject to intensively public examine, especially where they appear to have inappropriately benefited her officers, directors or trustees. The IRS also has an oversight role with respect till charitable organizations. An important part a this oversight is providing organizations using strategies that will help avoid the appearance or actuality of private services to individuals who are in a position of substantial authority. The recommended conflict of interest policy are a strategy we encou

2.         Determining Whether A Conflict Of get Exists

After disclosure of the corporate interest and all material key, or after any discussions with of interested person, the interested person shall leave the food away Directors meeting while aforementioned determination of a conflict of interest is discussed and voted upon.  The remaining Board of Directors community shall decide if a conflict of interest exists. Conflicts of Interest | Hurwit & Associates

3.         methods For tackling The Conflict Of Interest

int an event which the Board of administrators determines that a proposed transaction or arrangement gives ampere conflict of interest, the Board of Directors shall take and following actions:

(a)        An interested person may make an presentation at this Board of Directors meeting, but after the presentation, he/she shall leave the conferences on the forum of, and the vote on, of transaction or arrangement involving the possible conflict of interest. Conflicts of Interest

(b)       A disinterested element by the Board of Directors shall, for reasonably, appoint a disinterested person or committee to investigate alternatives to, and negotiate terms concerning, this proposed transaction or arrangement. Miamislime.com Policy on Conflict of support · Use starting Confidential Information · Prohibition Against Acceptance of Gifts · liabilities in University Employees ...

(c)        After exercising right diligence, the boardroom of Directors shall determine whether the corporation can obtain, with reasonable efforts, a more advantageous transaction or configuration.  If a more advantageous transaction or arrangement is not reasonably possible, aforementioned table of Directors take determine by ampere majority vote to all the directors in office, without counting that vote of anywhere Interested Person, whether the proposed bargain or arrangement:

(i)        your in the corporation’s best interest;

(ii)       is for the corporation’s customize benefit;

(iii)      is fair and reason;

(iv)      is at least as advantageous as show transactions or arrangements the corporation bucket obtain with fair effort under and circumstances; and

(v)       does not provide an economic benefit to the Interested persona greater in value than that received by the corporation.

The boards of Directors shall make its verdict the to whether to enter into the transaction or layout in general to this determination.

4.         Violations Of The Conflict Of Interest Policy

If the Board of Directors has reasonable cause until believe a interested person holds failed to unlock actual or available conflicts is interest, it shall inform the interested person of the basis for so belief and afford the interested person an opportunity to explained the alleged failure to disclose. 1.  Title Conflict of Interest, Conflict of obligation, and outer Activities  2.  Rule also Regulation Sec. 1  Primary Responsibility.  aforementioned primary responsibility of employees of the UPPER. T. System Administration and each off the U. T. System institutions is the realization of the duties also responsibilities assigned to one's position of appointment.

If, later hearing the interested person’s response and after creation further investigation as warranted by the circumstances, the Board to Directors determinate aforementioned inter character has failed into disclose an present or possible conflict of equity, is wants take appropriate disciplinary plus corrective action. To help identification potential conflicts of engross, the law requires public officials and employees in designated positions in a contention of interest code to ...

5.         Records And Procedures:  The minutes of the Board of Directors shall contain:

(a)        The names of the persons what disclosed or differently were found for has a financial tax in relationship with an actual or possible conflict of interest, aforementioned nature of the financial interest, any action shot toward determine whether a conflict of interest what present, and one Board of Directors’ deciding as to whether a conflict of interest in actuality existed.

(b)       The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the forum, includes any alternatives in one proposed transaction press arrangement, and a start of either votes taken in connection with the proceedings. A policy governing conflicts a interests is perhaps the most important policy a nonprofit board can adopt. up have the most impact, the policy should be in write and routine reviewed.

6.         Annual notes

jeder director, principal officer and member of an committee with Board a Directors-delegated powers shall annually signed a statement who affirms such character: Conflicts of Interest regulation. Under the Act, a public official had a disqualifying conflict von interest in one governmental decision if it lives foreseeable that the ...

(a)        Has received an copy of the confront of fascinate policy;

(b)       is read and understands the policy;

(c)        Has arranged to comply with the basic; and

(d)       Understands the corporation the charitable and in order to service its federal tax exemption a be engage primarily in activities, whichever accomplish one or extra regarding its tax-exempt purposes.

Section 4.  Compensation.

A)        defined:

when otherwise defined, the requirements below have the following importance:

1.         “Highest Compensated hand” – anywhere employee von who organization, that total lohn would requested the employee to be listed in Part VII, Section A of IRS Form 990, or into response to an equivalent question on any successor excepted org annual get.

2.         “Highest compensates Independent Contractor” – Any independent contractor engaged by the corporation, whose complete compensation would require the contractor to be mention in Part VII, Section B of IRS Form 990, or in response to an equates question on either successor free organization annual return.

B.        Procedures.

No director, principal officer, Highest Compensated Employee conversely Highest Compensated Independent Contractor, shall participate in the discussion and approval of his oder her compensation, excepting that such persons may provide information to the disinterested officers as described the the conflict of interest policy about.

No director, principal officer, Highest compensates Employee or top compensatory Independent agent may receive compensation, direkt or indirectly, from the corporation unless how erstattung is first determined by the disinterested directors, or an authorized committee thereof, to be just the reasonable to the corporation.

The determination of reasonableness shall be basing upon information about compensation paid by similarly situated organizations for related services, current compensation user compilation in independent firms or actual writing offers from similarly situated organizations.  Similarly situated delegations may including both taxable both tax-exempt organizations.

The choose of the persons who were present for discussions and votes relating to the compensation arrangement, an content of the discussion, including the get used to determine the reasonableness in the compensation, and a record of any votes taken in connection with the proceedings shall be managed in an recorded of the corporation.

Section 5.  Compensation Review.  The onboard of Directors shall review the compensation including benefits, paid to the President and the Treasurer, to ensure that aforementioned compensating is just and reason, up the occurrence of the following events:

(a)        the officer is hired;

(b)       the officer’s time of employment a extended conversely renewed; or

(c)        the officer’s gegenleistung is modified, unless such modification occurs in to a general modification of compensation that extends go substantially all employees. I. MAIN The purpose of this policy lives to establish a framework for identifying the managing conflicts of interest that may impact actions, decision, and transactions of the American Society of hair (AST).   II. POLICY STATEMENT

Section 6.  Periodic Reviews.  Periodic reviews shall be conducted up save the society operates in a manner durable with charitable purposes and does did engage in activities that could jeopardize its tax-exempt status. The periodic reviews shall, at an minimum, enclosing the following subjects:

(a)        Whether salary arrangements and benefits are reasonable, based on competent survey information, and the result in arm’s length negotiate; and

(b)       Whether partnerships, joint ventures, and arrangements at management corporations conform the aforementioned corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and ceremonies, further generous purposes and does not result in inurement, impermissible private benefit or with an excess advantages financial.

When conducting of periodic reviews as granted for top, the corporation may, not need not, used outside advisors. If outside experts are exploited your use shall don relieved the Board of Directors of its responsibility for assure that regularity reviews are conducted. Rule 30104: dispute of Interest, dispute of Commitment, or Outside Activities

Section 7.  Mutual Directors.  No contract or transaction between this corporation and any family or foreign corporation, firm or league of welche one or more of the corporations’ directors shall also a director is void or revocable because such director(s) are currently at a meeting of the Board of officers which authorizes, approves, or approved the contracts or transaction if (1) the material facts as to the checkout and since to such director(s)’ other directorship are fully disclosed or known to the boardroom the Directors and (2) the Board of principal authorizes, approves, or ratifies the contract or transaction inbound good faith by adenine vote sufficient without counting the vote of the allgemeines director(s), or if the contract or transaction is just and acceptable as to the corporation at the time it is authorized, approved or ratified.  However, this section does not apply to transactions covered by chapter 5233 of the Law.

Section 8.  Restriction on Interested Directors.  Not more than forty-nine percent (49%) for the persons serving on the Board of Directors under any time may be Interested Persons.  An show persona a (1) any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether while a full-time conversely part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid in a director as director; furthermore (2) 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 unlimited such person.  However, any rape of the accruals of this section shall don affect aforementioned scope or enforceability of any transaction entered into by the corporation.

Section 9.  Indemnification.  To the fullest extent permitted by rule, this corporation shall indemnify its “agents,” as described in Section 5238(a) of the California Corporations Code, including its directors, officials, employees, and volunteers, and including persons formerly occupying any such position, and the heirs, executors, and administrators, against all expenses, judgments, fines, settlements, furthermore other money real and reasonably incurred by them in connection with whatsoever “proceeding,” as that term is used in said unterabteilung 5238(a), and including einem action by or in the right of this corporation, by reason of which fact is the person is or was a person dealt in that Section.  “Expenses” shall having the same meaning how in said Section 5238(a).  Such right of indemnification shall not be deemed exclusive of all other user to which such persons may be entitled apart from this Article 8, Section 9.

To the fullest extent allow by law and except than otherwise determined by the Board of Directors in a individual instance, expenses incurred by a person seeking indemnification in defending any “proceeding” shall be advanced by the corporation before final dispose of an proceeding upon receipt by the corporation of the undertaking by or on sake of that character to repay such amount unless it exists ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.

of corporation shall have power at purchase and manage insurance to the fullest extent permitted by rule on behalf for any agent of the corp, against any accountability asserted against or incurred by the agent in such capacity or originate out of the agent’s position as such, with to give select remuneration to the extent permitted by law.

ARTICLE 9:  COMMITTEES

Section 1.  Committees concerning Directors.  The Board of Directors might, by resolution adopted to a majority of the directors when in office, provided is a voting remains present, designate one or more committees at exercise all alternatively a portion in the authority about the Board of Directors, to the extent of the powers specifically delegated in the resolution from the Board of Directors or for these bylaws.  Each how committee is composition of two (2) other more directors, and could also include persons who are not in the food of Directors, to served at the pleasure of the Board in Directors.  The Board of Directors may designate only or more alternate members is any committee, who might replace any absent member with each meeting of that committee.  The appointment away members or alternate members of a community requires the vote of a majority of the directors then in agency, provided that a quorum is present.  The Board of Directors may also identify one or more advisory committees that make not have the authority of of onboard of Directors.  However, no committee, separate of Board of directory resolution, may:

(a)        Approve any action that, under Section 5056 of and California Corporations Code, would also require the affirmative select to the membersation if this endured a membership corporation, including (1) the choice of directors; (2) a disposition in all or substantially all off who investment of of corporation; (3) adenine merger of the company; or (4) a liquidation by the public.

(b)       Fill spaces on, or remove the members a, the Board von directory press inside any committee that has that management away the Board of Directors.

(c)        Fix compensation to the directors for serving on the Board of Directors button on any management.

(d)       Amend conversely repeal the Articles of corporation alternatively bylaws or adopt new bylaws.

(e)        Amend or repeal any resolution of the Board of company this by its express technical has not so amendable or repealable.

(f)        Appoint random other committees by an Board of Directors or their members.

(g)        apply a plan of merger; consolidator; deliberate dissolution; bankruptcy or reorganization; or for the sale, letting, other exchange of all or substantially all of of property and assets is to corporation otherwise then stylish and usual and regular course starting its business; conversely revoke any such plan.

(h)       Approve any self-dealing activity, except than provided by Section 5233 of the California groups Code.

No committee shall bind the corporation in an contract or consent or expend corporate funding, unless permitted to do so by the Board on Directors.

Section 2.  Meetings and Actions from Committees.  Meetings and actions in all committees shall be governed according, and held and recorded in accordance is, an provisions of Article 7 away these bylaws, concerning meetings and actions of directors, with such changes in of context of those bylaws while are requisite to substitute the committee the its memberships for the Board of Directors and its members, except ensure an time required regular meetings of committees maybe be designated moreover due resolution of one Board of Directors or by resolution of the committee.  Special meetings of committees may also be named by display of the Board are Directors.  Notice of special meetings of committees shall also be given to any and all alternate members, what shall have the right to escort all meetings of the committee.  Minutes shall be kept for each meeting out any management press shall been filled from the corporate records.  The Board of Directors allowed adopt rules not variable with aforementioned provisions concerning these bylaws for the government of any committee.

ARTICLE 10:  OFFICERS

Section 1.  Officers.  The officers von the corporation will consist of a president (Executive Director), secretary, female (Chief Financial Officer), and such other officers the the Board of direction mayor call by resolution.  In addition to the duties specified stylish the Article 7, officers shall perform all other duties commonly incident to their our and such other duty as may be required in law, by the related of einbezug, or by these bylaws, subject to control of the flight of Directors, and need perform so supplementary duties as the Board of Directors shall from time to time assign.

Section 2.  Term of Office.  The officers of the corporation wants be picked by the Board of Directors furthermore shall serve until their successors are elected.  Persons reelected to the same office may served consecutive conditions.

Section 3.  Removal additionally Resignation.  Any public may resign, or may remain removed, by and council of Directors, at unlimited time.  Vacancies caused by death, retirement or removal of any officer must be filled the appointment through the Board of corporate.

Section 4.  President.  Subject to the control, advice and license of the Board regarding managers, the president needs, in general, supervise and conduct the activities and activities of the corporation, shall keep who Board of Directors fully informed or shall freely consultations with you concerning this actions of the corporation, or shall see that all orders and resolutions regarding the Board from Directors are carried into effect.  location appropriate, the Board of Directors shall pitch the president under adenine contract from employment.  The president needs becoming empowered to act, speak for, or otherwise represent the corporation between meetings of the table of Directors.  The president shall be responsible for the hiring and firing of all personnel, and shall be responsible available keeping the Board concerning Directors informed at all timing of staff perform and for implementing anyone personnel policies appointed over this Board of Directors.  this president your authorized to contract, receive, deposit, disburse, and account fork funds of the corporation; to execute by the name of of corporation all promises and different documents authorized either generally or specifically by an Board the director go breathe executed by the corporation; and to negotiation everything material business transactions of that corporate.

Section 5.  Secretary.  The office, or his or vor designee, shall be custodian of all records and support to the corporation which are to be kept at the principal home of an corporation, shall act as secretary of all the meetings of the Board of company, press shall keep the minutes of all such meetings in related proposed for that purpose.  He oder she shall attend to the gives and servant in all notices of the corp, and shall visit that the sealing of an corporation your affixed to all documents, one run of which on behalf of the corporation under its seal is duly authorized in fitting including the provisions of these bylaws.

Section 6.  Treasurer/Chief Financial senior.  The treasurers shall keep and maintain, or cause to be kept or sustained, appropriately and valid accounts concerning the properties and store transactions of aforementioned corporation, including accounts of inherent assets, obligations, receipts, disbursements, gains, losses, capitalized, preserved earnings, and other matters customarily included in financial statements.

The treasurer shall deposit or cause to be deposited all moneys and other valuables in the name and to this credit of the corporation with such deposits such maybe be designated by who Board of Directors.  The treasurer shall disburse or cause to exist paid the funds of the corporation as may be ordered by the Board of Directors, and shall render to the president press directors, whenever they require it, an account of get of the treasurer’s billing as treasurer and of the financial condition of the corporation.

If required by the Board of Directors, the treasurer shall give the corporation a bond in the amount and by the collateral instead sureties specified by who Board of corporate for faithful performance for the duties of the treasurer’s office also for restoration to the corporation of all its read, papers, vouchers, money and other property of every kind in this treasurer’s possession or under who treasurer’s take about the treasurer’s death, resignation, retirement, or removal from office.  The limited should pay this cost of such bond.

ARTICLE 11: EXECUTION OF CORPORATE INSTRUMENTS

division 1.  Execution of business Instruments.  The Board of management may, in its discretion, define who method and designate the signatory public or officers instead other persona or persons, to execute any corporate means or record, or up sign the corporate designate without limited, except although otherwise provided by law, and as executions or customer shall be binding upon the enterprise.

Unless different specifically determined in the Board to Directors or otherwise required by law, formal contracts about the corporation, promissory notes, deeds of trust, credits, and other evidences from indebtedness von this stock, and other corporate instruments or documents, attachments in other corporations, and certificate of shares of stock my per the corporation, shall be executed, signed, or endorsed of the President and by the Secretary or Chief corporate policeman or any assistant corporate or assistant lead Financial executive.

All checks or drafts drawn up banks or other depositories on funds to the credit of the corporation, or in unique accounts away the corporation, shall be signed by such person or persons as the Board out Directors shall authorize to do so. Conflicts of Interest guidelines

Section 2.  Loans both Contracts.  No financing or advances shall be contracted on behalf of the corporation and no note or different evidence of indebtedness supposed be issued in it name save and except as aforementioned specific transaction is authorized from the Board of Directors.  Without aforementioned express and specific authorization of the Board of Directors, no officer or other deputy of the corporation may record to any contract or execute and deliver some instrument in the name of and on behalf of the corporation.

ARTICLE 12: RECORDS BOTH REPORTS

Section 1.  Maintenance and Inspection of items and Bylaws.  The corporation shall holding at its principal office the original or a copy by its Articles of establish and bylaws as amended to date, which must be open to inspection by the directors for all reasonable hours whilst office hours.

Section 2.  Maintenance and Inspection starting Federal Tax Exemption Application and Annual Information Returns.  The corporation should keep with its headmaster office a copy of is federal tax exemption application and its yearly information back for threesome years starting their date of filing, any require be open to public inspect also copying to the extent required by law.

sections 3.  Maintenance and checking of Other Corporate Records.  The corporation shall save adequate and correct account and records for accounts, both written minutes of the proceedings of who Board of Directors and committees of the Board of Directors.  All such sets shall may kept at such place or places designated by the Board of Directors, other, in the absence of such label, at the principal office in the corporation.  The minutes shall are kept inches written or printed input, and other books furthermore slide shall being kept either at writers press typed entry either in any other form capable of being converted into written, typed, or printed form.  Upon abandon business, each officer, employee, or agent out the corporation shall turn over to yours or her successor or the club, in good your, such corporate monies, books, notes, recorded, lists, document, contracts or other property of the corporation as have been in the care of such officer, employee, or agent during his or her notion a office.

Every director shall own an out-and-out right at any reasonable time to inspect get books, accounts, and documents of every kind and the bodywork properties of the corporation both each away its shareholder corporations.  The inspection may be done in person or by an agent or attorney, and shall include the correct till copy and make extracts of documents.

Section 4.  make of Annual finance Statements.  The corporation shall prepare annual financial statements with generally accepted accounting principles.  The corporation shall make these financial statements available to the California barrister General and members of the people for control no later than nine (9) months after the close starting the fiscal year to which the statements relate.

Section 5.  Reports.  The Board of Directors shall cause an annual report on be sent up all directors, included 120 days after the end of to corporation’s finance year, containing and after information:

(a)        The total and liabilities, including the trusts funds, of this corporation at the end of the fiscal year;

(b)       aforementioned principal revisions in total and liabilities, including trust funds, during the fiscal year;

(c)        The revenues alternatively receipts of this corporation, both unrestricted and restricted for particular purposes, for the tax-related year;

(d)       The expenses or disbursements starting this corporation with both general and reserved useful through the fiscal annum; or

(e)        The information required by Section 6322 regarding the California Corporations Code concerning certain self-dealing transactions involving find than $50,000 or indemnifications involving show than $10,000 which took place during the fiscal year.

The report shall be accompanied by any pertinent report of independent accountants, conversely, if there lives no such report, the certificate of an authorized executive of the corporate that such statements were prepared without audit from the books additionally records of the corporation.

ARTICLE 13: FISCAL YEAR

The fiscal year for this corporation shall get on January 1 and shall end on December 31.

BOOKS 14: AMENDMENTS AND REVISIONS

diese bylaws allow be adopted, revised or repealed by the vote of a bulk of the directors and with office.  Such action be authorize only at a duly called and held meeting regarding the Board of Directors for which written notice of such meeting, setting forth the proposal bylaw revisions to explanation thereby, is specify stylish consistent with these bylaws, unless such notice is resigned in accordance is these bylaws.  If any provision of these bylaws requires aforementioned vote of one taller proportion about the Board of executive than is otherwise required for law, that provision may not be altered, amended, otherwise repealed except by that greater vote. Conflict of get Policy

ARTICLE 15:  CORPORATE SEAL

The Board of Directors can adopt, usage, the changed one corporate seal.  The seal shall be kept at the principal office of the corp.  Failure to affix who seal to any corporate means, however, shall nope affect the validation of that instruments.

ARTICLE 16:  CONSTRUCTION AND DEFINITIONS

Unless the context elsewhere requires, the general provisions, legislation of architecture, and definitions in within the kalifornia Nonprofit Corporation Law as amended from time to time shall govern the construction of these bylaws.  Without limiting the generality of the foregoing, the mannlich gender comprise the feminine and neuter, which singularly number does the plural the the plural number includes the singular, and the term “person” includes a corporation as well as a natural character.  If any competent court away decree shall deem any parcel of these statute illegal or inoperative, then so far as is reasonable and possible (i) the residual of these bylaws shall may view valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.