Charitable Foundation Bylaws

a California Nonprofit Public Benefit Corporation

NAME AND OFFICES

Section 1. Name. The name of this corporation is the BAKERSFIELD ASSOCIATION OF REALTORS® CHARITABLE FOUNDATION, INC. (the “Corporation”).

Section 1.2. Offices of the Corporation. The Corporation’s principal office shall be 2300 Bahamas Drive, Bakersfield, CA 93309. The Board of Directors of the Corporation (the “Board”) is granted full power and authority to change said principal office from one location to another. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

MEMBERSHIP

Section 2.1. Members. The corporation shall have one member, which is the Bakersfield Association of Realtors®, Inc., a California non-profit mutual benefit corporation (the “Association”). Any action which would otherwise require approval by a majority of all members or approval of the members shall require only approval of the Board of Directors of the Association (the “Association Board”).

ORGANIZATIONAL MATTERS

Section 3.1. Mission Statement. The mission of the Bakersfield Association of Realtors® Charitable Foundation, Inc. is to support various charities, especially those in the Greater Bakersfield area, to provide scholarships to various individuals in need to financial educational support in order to promote interests in careers in real estate, and to benefits to various individual where there is a special need. The Foundation is one of the ways the Association and its members contribute to the community consistent with the high standards of Realtors®.

Section 3.2. Objectives and Purposes. The objectives and purposes of this corporation shall be consistent with the Mission Statement in section 3.1 above and shall include, but shall not necessarily be limited to, the following: (a) To contribute to various community service and special projects of the Association; (b) To provide college scholarships for deserving graduates of high schools in the Greater Bakersfield area who have indicated an interest in a career in real estate; (c) To provide for the temporary and emergency needs and requests from deserving individuals and organizations; and (d) To contribute funds to other charitable groups and organizations within the meaning of Section 170(c) of the Internal Revenue Code of 1986, or corresponding provisions of any later federal tax laws. In the context of these purposes, the Corporation shall not carry on propaganda or otherwise attempt to influence legislation, nor participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office or cause.

Section 3.3. Limitations. The Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes stated in the Articles of Incorporation. The property of the Corporation is irrevocably dedicated to 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, officer, or other private person. Upon dissolution or winding up of the Corporation, its assets

remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 (“IRC”) as now in effect or as hereafter amended.

DIRECTORS

Section 4.1. Powers of Directors. Subject to the provisions and limitations of the California Nonprofit Public Benefit Law (Corporations Code Sections 5110, et seq.) and any other applicable laws, the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities and affairs of the Corporation to any person or persons or committees however composed; provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to the foregoing general powers, and subject to the same limitations, the Board shall have the power to: (a) Select and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, the Articles of Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service; (b) Change the principal office or the principal business office in the State of California from one location to another; and cause the Corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or outside the State of California; (c) Adopt, make, and use a corporate seal and to alter the form of the seal; and (d) Borrow money and incur indebtedness on behalf of the Corporation, 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.

Section 4.2. Number of Directors. The Board shall consist of eleven (11) directors unless changed by an amendment to these Bylaws .

Section 4.3. Restriction on Interested Persons as Directors. No more than forty-nine percent (49%) of the persons serving on the Board may be “Interested Persons”. An “Interested Person” is (i) any person compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or parttime employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director for services as a director; and (ii) any brother, sister, and ancestor, descendent, spouse, brother-in-law, sister-inlaw, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this section shall not effect the validity or enforceability of any transaction entered into by the Corporation.

Section 4.4. Selection and Term of Office of Directors. Directors shall be selected as follows:

(a) Three (3) directors shall be ex-officio and consist of the immediate Past President of the Association, the acting President of the Association, and the President Elect of the Association, and each shall hold office for the time periods in which the particular director is within the exofficio class of directors.

(b) Except with respect to directors appointed by the incorporator, the other eight (8) directors shall be designated by the Association Board. At least three (3) of such directors shall be Past-Presidents of the Association and shall each be designated as a “Past President Director”. The other five (5) directors shall each be designated as an “At Large Director.” All such directors shall hold office for a three-year term with the term of at least one Past-President Director and one At Large Director expiring each year. Past-President Directors may serve multiple terms. The incorporator or the Association Board may initially designate terms of less than three (3) years in order to stagger the terms of the other Directors so that they do not all expire at the same time. In the event the Association Board is unable or unwilling to designate

one or more directors of the Corporation as may be required by law or by these Bylaws, then the then acting directors of this Corporation shall designate those directors. A director must be a member in good standing of the Association.

Section 4.5. Removal. Any Director may be removed, with or without cause, upon the majority vote of the Association Board at a duly called and noticed Association Board meeting.

Section 4.6. Vacancies on Board.

4.6.1. Events Causing Vacancy. A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of the following: (i) the death of a director; (ii) the director ceases to be a member in good standing of the Association; (iii) the removal of any director pursuant to section 4.5 above or under Corporations Code Sections 5221, 5222 or 5223; (iv) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by a final order of judgment of any court to have breached any duty arising under Article 3 of Chapter 2 of the Corporations Code, or who has failed to attend three (3) consecutive meetings of the Board or more than five (5) meetings in any one (1) year; (v) the resignation of a director; or (vi) the increase of the authorized number of directors.

4.6.2. Resignation. Subject to the provisions of Corporations Code Section 5226, any director may resign effective upon giving written notice to the chairman of the Board, or to the president or secretary of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.

4.6.3. Filling Vacancies. Vacancies on the Board shall be filled in the same manner as the selecting of directors as provided in section 4.4. Each director so selected shall hold office until the expiration of the term of the replaced director.

Section 4.7. Annual Meetings. The Board shall hold an annual meeting for the purpose of organization, election of directors, selection of officers, and the transaction of other business. Annual meetings shall be held at such place that has been designated by the Board, and unless otherwise so designated, shall be held during the month of January each year. Notice of this meeting shall not be required.

Section 4.8. Other Regular Meetings. Other regular meetings of the Board shall be held without call or notice on such dates and times as may be fixed from time to time by the Board.

Section 4.9. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the chairman of the Board, if any, the president, or any two (2) directors. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (i) upon four (4) days’ prior written notice delivered by first-class mail; (ii) forty-eight (48) hours’ prior notice given personally by telephone; or (iii) forty-eight (48) hours’ prior written notice given by hand-delivery, telegraph, telex, electronic mail, or other similar means of communication. Any such notice shall be addressed or delivered at such director’s address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the director for purposes of notice. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States Mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been give at the time it is communicated, in person or by telephone to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver. The notice, however given, shall state the time and place of the meeting, but need not specify the purpose of the meeting.

Section 4.10. Place of Meeting; Participation by Telephone. Regular meetings of the Board shall be held at any place within or outside the State of California as shall be 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. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal office of the Corporation. Notwithstanding the foregoing, a regular or special meeting of the Board may be held at any place consented to in writing by all directors either before or after the meeting. Members of the Board may participate in any meeting through the use of a conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 4.11. Quorum. A majority of the Board shall constitute a quorum of the Board for the transaction of business, except to adjourn as provided in section 4.13 below. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law or by the Articles of Incorporation, subject to applicable provisions of the Corporations Code, 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, and (iv) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of one or more 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.

Section 4.12. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 4.13. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned, except that if the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given, prior to the time of the adjourned meeting, to the directors who were not present at the time of the adjournment. Section 4.14. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 4.15. Fees and Compensation. Directors may receive a fee or other compensation for his or her services as a director or officer, and may receive payment or reimbursement for expenses of attendance at meetings of the Board or at any committee, in such amounts as the Board may establish by resolution to be just and reasonable. This section shall not be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation for such services.

OFFICERS

Section 5.1. Officers. The officers of the Corporation shall be a president, secretary, and chief financial officer. The Corporation may also have, at the discretion of the Board, a chairman, vice chairman, one or more vice presidents, assistant secretaries, assistant treasurers, and such other officers as may be elected or appointed in accordance with the provisions of section 5.3 below. Any number of offices may be held by the same person except that neither the secretary

or chief financial officer may serve concurrently as the president or chairman of the Board.

Section 5.2. Election of Officers. The immediate Past-President of the Association, if a director, shall be the President of this Corporation. If such person shall for any reason cease to be a director, then the President of the Association shall be the President of this Corporation until he or she is no longer the President or the immediate Past-President of the Association. The other officers of the corporation, except for subordinate officers appointed in accordance with the provisions of Section 5.3 of this Article V, shall be chosen annually by 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 Officers. The Board may elect and may empower the 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 and Resignation. Except for the President, any officer may be removed, with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer. Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by a majority vote of the directors taken at the next regular meeting of the Board following the event giving rise to the vacancy; provided, however, that any vacancy in the office of chairman shall be deemed immediately filled by the person then serving as vice chairman without further action of the Board. Such persons so elected or appointed to fill any such vacancy shall continue to serve as such officers until their successors are duly elected and qualified as otherwise provided in Section 5.2.

Section 5.6. Responsibilities of Officers.

5.6.1. Chairman of the Board. The chairman of the Board, if any, shall direct the business of the Board and, if present, shall preside at all meetings of the Board. He or she shall also exercise and perform such powers and duties as may be set forth in these Bylaws or as may, from time to time, be assigned to him or her by the Board, including but not limited to the following: (i) the supervision of, and on an annual basis the evaluation of, the president; (ii) the guidance and supervision of the affairs and operations of the Corporation to assure compliance with the purposes and mission statement, if any, of the Corporation; (iii) coordination of all Board activities; and (iv) representing the Board and the Corporation to the community through participation in appropriate corporate or community activities or events. If there is no president, the chairman shall, in addition, act as the chief executive officer of the Corporation, and shall have the powers and duties as set forth in subsection 5.6.3 below. The chairman shall at all times be a duly elected and acting director of the Corporation.

5.6.2. Vice Chairman. The vice chairman, if any, shall assist the chairman in the performance of any duties or responsibilities which might be delegated or assigned to him or her from time to time by the chairman or the Board, and shall act for the chairman in his or her absence or disability. if the office of chairman is vacated, the vice chairman shall assume the duties of, and shall have all the powers of, chairman and shall act as such until a new chairman is otherwise appointed by the Board or for the remainder of the applicable term. The vice chairman shall at all times be a duly elected and acting

director of the Corporation.

5.6.3. President. Subject to such powers, if any, as may be given by the Board to the chairman of the Board, if any, the president shall act and be the chief executive officer of the Corporation, and shall have, subject to the control of the Board, general supervision, direction, and control of the business, affairs, officers and employees of the Corporation. In the absence of the chairman or vice chairman of the Board, the president shall also preside at all meetings of the Board. The president shall have the general powers, duties, and responsibilities of management usually vested in the chief executive officer and/or general manager of a Corporation, and such other powers, duties and responsibilities as may be prescribed by the Board or these bylaws. The president shall be appointed by the Board, and may be terminated or removed by the Board, subject to any applicable contract of employment.

5.6.4. Vice Presidents. In the absence or disability of the president, the vice presidents, if any are appointed, in order of their rank as fixed by the Board or, if not ranked, the vice president designated by the Board, shall perform all the duties of the president and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

5.6.5. Secretary. The secretary shall keep or cause to be kept, at the principal office or at such other place as the Board may direct, a book of minutes of all meetings and actions of the Board, 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 meetings, and the proceedings thereof. The secretary shall keep, or cause to be kept, at the principal office or at such other place as the Board may direct, the original or a copy of the Corporation’s Articles of Incorporation and Bylaws, as amended to date. The secretary shall give, or cause to be given, notice of all meetings of the Board required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

5.6.6. Chief Financial Officer. The chief financial officer (“CFO”) shall have overall responsibility for the financial affairs of the Corporation, and for the preparation and pre-sentation of all financial reports and budgets. He or she shall have such other powers and perform such other duties as from time to time may be prescribed by the Board, including the following: (i) he or she shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation; (ii) he or she 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; (iii) he or she shall disburse the funds of the Corporation as may be directed by the Board or the president; and (iv) he or she shall render to the president or the Board, whenever they request it, an account of all of his or her transactions as CFO and of the financial condition of the Corporation.

COMMITTEES

Section 6.1. Committees of the Board. The 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: (a) The filling of vacancies on the Board or any committee; (b) The amendment or repeal of the Bylaws or adoption of new Bylaws; (c) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (d) The fixing of compensation of the directors for serving on the Board or on any committee; (d) The appointment of other committees of the Board or the members thereof; or (e) The approval of any self-dealing transaction, as such transactions are defined in California Corporations Code Section 5233(a). Section 6.2. Appointment of Committee Members Any such

committee must be created, and the members thereof appointed, by resolutions adopted by a majority of the authorized number of the directors then in office, provided a quorum is present, and any such committee may be designated as an ad hoc or standing committee and by such name as the Board resolution shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent, resigned or removed member of such committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its 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 meeting and actions of the Board. Minutes shall be kept of each meeting of the committee, which shall be presented for review at the next succeeding regular meeting of the Board and shall be filed with the corporate records.

RECORDS AND REPORTS

Section 7.1. Maintenance of Articles and Bylaws. The Corporation shall keep at its principal executive office the original or a copy of its Articles and Bylaws as amended to date. Section 7.2. Maintenance of Other Corporate Records. The accounting books, records, and minutes of the proceedings of the Board and any committee(s) of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form. Section 7.3. Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and any subsidiaries. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 7.4. Annual Report. Within one hundred twenty (120) days after the end of the Corporation’s fiscal year, the President shall furnish or cause to be furnished a written report to all directors containing the following information: (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; (c) The revenue or receipts of the Corporation, both unrestricted and restricted for particular purposes, for the fiscal year; (d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; (e) Any transaction during the previous fiscal year involving more than $50,000 in which the Corporation (or its subsidiaries, if any) was a party and in which any Director or Officer of the Corporation has a direct or indirect financial interest, or any of a number of such transactions in which the same person had a direct or indirect financial interest and which transactions in the aggregate involved more than $50,000; and (f) The amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any Director or Officer of the Corporation pursuant to Article 8 of these Bylaws, unless such indemnification has already been approved pursuant to Section 8.1. For each transaction, the report must disclose the names of any Interested Persons involved in such transaction and state such person’s relationship to the Corporation, the nature of such person’s interest in the transaction and, where practicable, the value of such interest. The report shall be accompanied by any report of independent accountants or, if there is no such report, by the certificate of an authorized officer of this Corporation that such statements were prepared without an audit from the books and records of this Corporation. Such report may be furnished to the Directors by electronic

transmission in accordance with section 3.5 of these Bylaws. Section 7.5. Financial Audit. The Corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of $2 million or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting. Any audited financial statements obtained by the Corporation, whether or not required by law, shall be made available for inspection by the Attorney General and by the general public within nine (9) months after the close of the fiscal year to which the statements relate. For three (3) years, such statements (i) shall be available at the Corporation’s principal office during regular business hours and (ii) shall be made available either by mailing a copy to any person who so requests in person or in writing, or by posting them on the Corporation’s website.

INDEMNIFICATION

Section 8.1. Right of Indemnity. 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 position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is defined 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. The term, “expenses,” as used herein, shall have the same meaning as in Corporations Code Section 5238(a). Section 8.2. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Corporations Code Sections 5238(b) or 5238(c), the Board shall promptly determine under Corporations Code Section 5238(e) whether the applicable standard of conduct set forth in Corporations Code Sections 5238(b) or 5238(c) 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, the determination of whether the indemnification shall be authorized shall be made by the court in which such proceeding is or was pending upon application made by the Corporation or the agent or the 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. Section 8.3. 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 Sections 7.1 and 7.2, and 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 determined that the person is entitled to be indemnified by the Corporation for those expenses. Section 8.4. Insurance. The Corporation shall have the right to purchase and maintain insurance on behalf of its officers, directors, employees, and other agents of the Corporation against any liability asserted against or incurred by any such person in such capacity or arising out of such person’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article VIl; provided, however, that a Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Corporations Code Section 5233.

CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS

Section 9.1. Contracts with Directors and Officers. No Director or Officer of this Corporation, nor any other corporation, firm, association, or other entity in which one or more of this Corporation’s Directors or Officers are directors or have a

material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless all of the following are satisfied: (a) The material facts regarding such Director’s or Officer’s financial interest in such contract or transaction and/or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board 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 vote or votes of such interested Director(s); (c) Prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) This Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into. The provisions of this Section do not apply to a transaction which is part of an educational or charitable program of the Corporation if it: (i) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefitted by the educational or charitable program of this Corporation. Section 9.2. Loans to Directors and Officers. The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General of the State of California; provided, however, that the Corporation may advance money to a Director or Officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or Officer, provided that in the absence of such advance such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation.

MISCELLANEOUS PROVISIONS

Section 10.1. Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Corporation and any other person, when signed by the chairman of the Board, the President, or any Vice President and Secretary, any Assistant Secretary, or the Chief Financial Officer of the Corporation shall be valid and binding on the Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and, 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 for any purpose or amount. Section 10.2. Representation of Shares of Other Corporations. The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other Corporation or Corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer. Section 10.3. Acceptance of Contributions. The Board is authorized to receive and administer for and on behalf of the Corporation, gifts, endowments, and other contributions in accordance with the request of the donor and the objectives and purposes of the Corporation. Section 10.4. Private Foundation Restrictions. This Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Internal

Revenue Code Section 4942, shall not engage in any act of selfdealing as defined in Internal Code Section 4941(d), shall not retain any excess business holding as defined in Internal Revenue Code Section 4943(c), shall not make any investments in a manner as to subject it to tax under Internal Revenue Code Section 4944, and shall not make any taxable expenditures as defined in Internal Revenue Code Section 4945(d). Section 10.5. Amendment of Bylaws. Except as otherwise provided herein, by law, or by the Articles of Incorporation, these Bylaws may be amended or repealed, in whole or in part, and new Bylaws adopted, by the approval of a majority of the Board at a duly held regular or special meeting or by the unanimous written consent of all directors as provided in section 4.14 above; provided, however, that any amendment or repeal of any of these Bylaws shall not be effective without the approval of the Association Board. Section 10.6. Electronic Transmission of Communications. Subject to any guidelines and procedures that the Board may adopt from time to time, the terms “written”, and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions, such as facsimile or email, provided (i) for electronic transmissions from the Corporation, the Corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the Corporation, the Corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form. Section 10.7. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions contained in the California Nonprofit Corporation Law, the California Nonprofit Public Benefit Corporation Law, and, where applicable, the other provisions of the California Corporations Code shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person. Section 10.8. Effective Date. These Bylaws shall become effective upon their approval by the incorporator of the Corporation.