The corporation shall have 3 to 7 directors and collectively they shall be known as the board of directors or simply as the board. The board shall from time to time pass a resolution fixing the precise number of seats on the board within the aforementioned range and that number will be the number of directors until the board passes a subsequent resolution fixing a new number, provided, however, that no board resolution changing the number of directors of the corporation shall case the removal of any director then holding office. Certain employees and/or officers of the corporation may have the term "director" in their title, however, this does not necessarily indicate that the person is a member of the board of directors. A person becomes a director only pursuant to these bylaws.

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

It shall be the duty of the directors to: (a) Act as fiduciaries in carrying out the purposes of the corporation, generally oversee all activities of the corporation, and make decisions in the best interests of the corporation; (b) Abide by the Articles of Incorporation, these Bylaws, and the law; (c) Meet at such times and places as required by these bylaws; and (d) Register and maintain their current contact information with the secretary of the corporation so that valid notices of meetings may be sent to them as needed.

Each Director shall hold office for a term of 2 years, except among the initial board there shall be approximately half of the directors assigned by resolution of the board to 1 year terms so as to create a staggering of terms. Directors shall be elected by the outgoing board of directors annually, except when filling a vacancy such vacancy may be filled for the duration of the term of that vacant office at the board meeting following the occurrence of a vacancy.

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Directors may not be compensated for rendering services to the corporation except as allowable under the provisions of Section 1.6 below and pursuant to this corporation's conflict of interest policy as set forth in Article 7 of these bylaws.

Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested person" means either: (a) Any person compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full- or part-time officer, employee, independent contractor, or otherwise; or (b) Any agent, principal, 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 any person described in paragraph (a) above.

Meetings shall be held at such place which has been designated from time to time by resolution of the board of directors. Any meeting of the board of directors may be held by phone or video conference as long as the following conditions are met: (a) Each director participating in the meeting can hear and can communicate with all of the other directors concurrently; (b) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, vote on, and object to any specific action; and (c) The corporation has some means of verifying the identity of all participants.

Regular meetings of directors shall be held on a recurring schedule that shall be fixed by resolution of the board of directors. When a regular meeting date falls on a legal holiday, the regular meeting shall be held at the same hour and place on the next business day. Once per year, one regular meeting shall be designated as the annual meeting for the election of directors.

Special meetings of the board of directors may be called by any officer of the corporation, or by any two directors, and such meetings shall be held at the place designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.

Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon 48 hours notice (unless notice is provided by first-class mail in which case there shall be at least 4 days' notice). Use of email or other electronic notice shall be valid so long as each director has provided an email address or other electronic communication contact information to the Secretary of the corporation for notice purposes, and the director has not withdrawn consent to receive notices of meetings by such electronic means. Any changes in contact information for notice purposes must be made in writing and presented to the Secretary of the Corporation.

Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any board meeting need not be specified in the notice unless these Bylaws require notice of a certain type of action to be considered at a meeting.

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(a) A quorum shall consist of a majority of directors. (b) Except as otherwise provided in these bylaws or in the articles of incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum is not present. (c) The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business and make decisions notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, except for any decisions which require a quorum or any greater percentage.

(a) 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 is the act of the board of directors, except those decisions described in paragraph (b) of this section. (b) (i) Any decisions that require a greater threshold of votes pursuant to the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233), and indemnification of directors (Section 5238e) shall be so governed by that law. (ii) The removal of a director shall require a vote pursuant to Section 1.17 of these bylaws. (iii) The Amendment of these Bylaws or Articles of Incorporation require the votes described in Article 8 of these Bylaws. (vi) The dissolution of the corporation shall be governed by Article 9 of these Bylaws.

Meetings of the board of directors shall be presided over by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in their absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law or any director who is recused due to any potential or actual conflicts of interest. Such written consent or 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 the unanimous vote of the directors.

(a) Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, (2) whenever the number of authorized directors is increased, and (3) when a director has been absent for three consecutive, duly noticed meetings of the board and the board has voted to declare the office of said director vacant. (b) The board of directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law. (c) Any director may be removed without cause by a majority of the directors then in office provided that the director had a reasonable opportunity to be heard by the board of directors at a duly called and held meeting of the board of directors in which the potential removal of the director is included in the notice of the meeting. (d) Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without any duly elected director or directors in charge of its affairs, except upon notice to the attorney general. (e) Vacancies on the board may be filled by approval of the board. (f) A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the board of directors or until their death, resignation, or removal from office.

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

To the extent that a person who is, or was, a director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that they is, or was, an agent of the corporation, or has been successful in defense of any claim, issue, or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

(a) The board of directors shall maintain general liability insurance on behalf of the corporation, any additional insurance deemed prudent considering the activities of the corporation, and any additional insurance as required by law. (b) The board of directors may, at its discretion, maintain insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent acting as an agent of the corporation.

The officers of the corporation shall be a president, a secretary, a chief financial officer/treasurer and an executive director. The corporation may also have, as determined by the board of directors, any other officers. Any number of offices may be held by the same person except that neither the secretary nor the treasurer may serve as the president or chairperson of the board.

Any person may serve as an officer of this corporation. Officers shall be elected by the board of directors, at any time, and each officer shall hold office until they resign, are removed, or are otherwise disqualified to serve, or until their successor shall be elected and qualified, whichever occurs first.

Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein.

Any vacancy caused by the death, resignation, removal, or disqualification of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy.

The President may serve as the representative of the corporation in meetings and discussions with other organizations and agencies, and otherwise perform all of the duties which are ordinarily the function of the office, or which are assigned by the Board. Unless another person is specifically appointed as chairperson of the board of directors, the President shall preside at all meetings of the board of directors or shall appoint a chairperson for a particular meeting.

(a) The secretary shall see to it that those minutes, documents, records, and reports described in Section 5.1 of these bylaws are kept at the principal office of the corporation at all times. The Secretary may personally keep such minutes or write such reports or the secretary may oversee the employee of the corporation who keeps such minutes and reports. (b) The secretary shall ensure that meeting notices are duly made. (c) The Secretary shall, as needed, certify the accuracy of various documents as needed to conduct business. (d) In general, the Secretary shall perform all duties incident to the office of secretary and such other duties as may be required or which may be assigned by the board of directors.

(a) The Treasurer shall see to it that all books and financial records of the corporation are kept in good order and that all directors may access such books and financial information as requested. (b) The Treasurer shall see to it that all filings with state and federal tax authorities are timely filed, which may entail the supervising of an accountant hired by the corporation. (c) The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors. (d) The Treasurer shall receive, or cause to be received, and disburse, or cause to be disbursed, monies due and payable to the corporation and monies to be paid by the corporation as directed by the board of directors. (e) The Treasurer shall certify financial statements as needed and ensure all directors have access to financial information and reports as needed to facilitate decision-making by the board.

The Executive Director shall fulfill the roles customarily associated with the Chief Executive Officer of a corporation and shall be more particularly described in a job description which shall be adopted and may from time to time be modified by the board.

The salaries of the officers, if any, shall be set by the board of directors. An officer who is also a member of the board of directors may receive a salary as long as such compensation is paid for serving as an officer of this corporation (not as a director) and as long as such compensation is permitted under the provisions of Section 1.6, of these bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation. All officer salaries must also be approved in accordance with this corporation's conflict of interest policy in Article 7 of these bylaws.

The corporation may have any committees designated by the board of directors. Committees shall generally each be designated as advisory committees or decision-making committees, as provided herein. When creating a committee, the board shall pass a resolution appointing the membership of the committee and designating the committee as advisory or as decision-making. The board of directors may add or remove members of committees at any time and for any reason.

Advisory committees may be formed to collect information, carry out tasks of various types, and to deliberate matters and develop proposals for the board of directors to consider. Members of advisory committees may be directors or any other persons appointed by the board.

Decision-making committees may be authorized by the board of directors to act on behalf of the corporation on those specific matters designated by the board. Decision-making committees shall be composed of at least 2 directors of this corporation and no non-directors shall be voting members of decision-making committees, however, decision-making committees may meet with and take advice from other persons as the committee deems appropriate.

No committee shall be delegated final decision-making power over any of the following matters: (a) The filling of vacancies on the board or on any committee that has any decision-making authority. (b) The fixing of compensation of the directors for serving on the board or on any committee. (c) The amendment or repeal of bylaws or the adoption of new bylaws. (d) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable. (e) The appointment of committees of the board or the members thereof. (f) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected. (g) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

The board of directors may authorize the president or any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of the corporation, and such authority may be general or confined to specific instances. Unless authorized by the board of directors, no individual officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement. Resolutions of the board authorizing any agent to enter into any contract or execute and deliver any instrument in the name of the corporation shall be kept with the minutes of the board.

Except as otherwise specifically determined by the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation in excess of $10,000 shall be signed by the treasurer and countersigned by either the president or the executive director of the corporation. Such instruments of amounts of $10,000 or less may be signed by the executive director, the president or the treasurer.

The corporation shall keep at its principal office in the State of California all of the following: (a) Copies of the Corporation's Articles of Incorporation, Bylaws, documents evidencing the corporation's tax-exempt status, recent tax filings, and all other current corporation documents. (b) A file of minutes of all meetings of the directors, and, if applicable, meetings of committees, including records of how meetings were called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. Said file should include any supporting documents pertaining to meetings, minutes, and consents and any copies of written consents of the board.

The corporation shall keep at its principal office in the State of California all of the following: (a) Adequate and correct accounts of the corporation's properties and all business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses; (b) Financial statements to be included in any required reports; (c) Tax filings as made with all local, state, and federal agencies.

Every director shall have the absolute right, personally or through their attorney or agent, 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.

The fiscal year of the corporation shall begin on the first of January and end on the 31st of December in each year.

The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

(a) Interested Person. Any director, principal officer, member of a committee with governance powers, or any other person who has a direct or indirect financial interest, as defined below, is an interested person. (b) Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (i) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement, (ii) a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest as provided in Section 7.3, paragraph b of this article.

(a) Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing powers considering the proposed transaction or arrangement. (b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. (c) Procedures for Addressing the Conflict of Interest. (i) An interested person may make a presentation at the governing board or committee meeting regarding the transaction, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (ii) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (iii) After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement. (d) Violations of the Conflicts of Interest Policy. (i) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (ii) If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

The minutes of meetings during which any potential or actual conflict of interest is discussed shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

(a) Any voting member of the board of directors who receives compensation, directly or indirectly, from the corporation is precluded from voting on matters pertaining to that member's compensation. Similarly, a voting member of any committee whose jurisdiction includes compensation matters is precluded from voting on matters pertaining to that member's compensation, if any. (b) When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or any compensation committee shall obtain and rely upon appropriate data regarding compensation of similar positions prior to approving the terms of compensation. Appropriate data may include the following: (i) compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; (ii) the availability of similar services in the geographic area of this organization; (iii) current compensation surveys compiled by independent firms; and (iv) actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement. (c) The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the body that approved of the compensation.

Each director, principal officer, and member of a committee with governing powers shall annually sign a statement which affirms such person: has received a copy of the conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

These bylaws may be amended or replaced with new bylaws by a 2/3 majority vote of the board of directors at a duly held meeting at which a quorum is present or by unanimous written consent.

Any amendment of the articles of incorporation may be adopted by a 2/3 majority vote of the board of directors at a duly held meeting at which a quorum is present or by unanimous written consent.

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these bylaws and is fixed by resolution of the board of directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.

The Corporation may be dissolved by a two-thirds (2/3) vote of the directors then serving provided that notice of the proposed dissolution has been submitted to the directors in writing with written notice of the meeting date to decide on the proposed dissolution. In the event of dissolution, the board of directors shall dispose of all of the net assets of the corporation exclusively to such organization(s) which are organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code. Any remaining assets shall be disposed of by the Court in the jurisdiction in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations.