AMERICAN EDUCATIONAL RESEARCH ASSOCIATION, INC. et al v. PUBLIC.RESOURCE.ORG, INC.

Filing 60

MOTION for Summary Judgment Filed by AMERICAN EDUCATIONAL RESEARCH ASSOCIATION, INC., AMERICAN PSYCHOLOGICAL ASSOCIATION, INC., NATIONAL COUNCIL ON MEASUREMENT IN EDUCATION, INC. (Attachments: #1 Statement of Facts Points of Authority, #2 Statement of Facts Statement of Undisputed Facts, #3 Declaration Declaration of Jonathan Hudis, #4 Exhibit Ex. A, #5 Exhibit Ex. B, #6 Exhibit Ex. C, #7 Exhibit Ex. D, #8 Exhibit Ex. E, #9 Exhibit Ex. F, #10 Exhibit Ex. G, #11 Exhibit Ex. H, #12 Exhibit Ex. I, #13 Exhibit Ex. J, #14 Exhibit Ex. K, #15 Exhibit Ex. L, #16 Exhibit Ex. M, #17 Exhibit Ex. N, #18 Exhibit Ex. O, #19 Exhibit Ex. P, #20 Exhibit Ex. Q, #21 Exhibit Ex. R, #22 Exhibit Ex. S, #23 Exhibit Ex. T, #24 Exhibit Ex. U, #25 Exhibit Ex. V-1, #26 Exhibit Ex. V-2, #27 Exhibit Ex. W, #28 Exhibit Ex. X, #29 Exhibit Ex. Y, #30 Exhibit Ex. Z, #31 Exhibit Ex. AA, #32 Exhibit Ex. BB, #33 Exhibit Ex. CC, #34 Exhibit Ex. DD, #35 Exhibit Ex. EE, #36 Exhibit Ex. FF-1, #37 Exhibit Ex. FF-2, #38 Exhibit Ex. FF-3, #39 Exhibit Ex. FF-4, #40 Exhibit Ex. FF-5, #41 Exhibit Ex. FF-6, #42 Exhibit Ex. GG, #43 Exhibit Ex. HH, #44 Exhibit Ex. II, #45 Exhibit Ex. JJ, #46 Exhibit Ex. KK, #47 Exhibit Ex. LL, #48 Exhibit Ex. MM, #49 Declaration Declaration of Marianne Ernesto, #50 Exhibit Ex. NN, #51 Exhibit Ex. OO, #52 Exhibit Ex. PP, #53 Exhibit Ex. QQ, #54 Exhibit Ex. RR, #55 Exhibit Ex. SS, #56 Exhibit Ex. TT, #57 Exhibit Ex. UU, #58 Exhibit Ex. VV, #59 Exhibit Ex. WW, #60 Exhibit Ex. XX, #61 Exhibit Ex. YY, #62 Exhibit Ex. ZZ, #63 Exhibit Ex. AAA, #64 Exhibit Ex. BBB, #65 Exhibit Ex. CCC, #66 Exhibit Ex. DDD, #67 Exhibit Ex. EEE, #68 Exhibit Ex. FFF, #69 Exhibit Ex. GGG, #70 Exhibit Ex. HHH, #71 Exhibit Ex. III, #72 Exhibit Ex. JJJ, #73 Declaration Declaration of Lauress Wise, #74 Exhibit Ex. KKK, #75 Exhibit Ex. LLL, #76 Declaration Declaration of Wayne Camara, #77 Exhibit Ex. MMM, #78 Declaration Declaration of Felice Levine, #79 Exhibit Ex. NNN, #80 Exhibit Ex. OOO (Public Version), #81 Exhibit Ex. PPP, #82 Exhibit Ex. QQQ, #83 Exhibit Ex. RRR, #84 Exhibit Ex. SSS, #85 Exhibit Ex. TTT-1, #86 Exhibit Ex. TTT-2, #87 Exhibit Ex. UUU, #88 Declaration Declaration of Kurt Geisinger, #89 Declaration Declaration of Dianne Schneider, #90 Text of Proposed Order Proposed Order, #91 Certificate of Service Certificate of Service)(Hudis, Jonathan). Added MOTION for Permanent Injunction on 12/22/2015 (td).

EXHIBIT C
Case No. 1:14-cv-00857-TSC-DAR

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Bra,ews oF Punrrc.RESouRCE. ORc, INC.
Anrrcrn I: Orrrcns or Pusrrc.Rnsounca.Onc, Iwc.
SECTION r.r: PRINCIPAL OFFICE. The principal office of Public.Resource.Org, Inc. shall be at
roo5 Gravenstein Highway North, Sebastopol, CAg547z, or at such other place as the Board of
trustees shall designate from tine to tirne. The business of Public.Resource.Org, Inc. shall be
transacted from the principal office, and the records of Public.Resource.Org, Inc. shali be kept
there.
SECTION r.z: OTHER OF:FICES. Public.Resource.Org, Inc. may also have offices at such other
places, within or without the State of California and within or without the United States, whele it is
qualified to do business, as its business may require, and as the Board of Trustees may, from time
to time, designate.

Anrrcra II: PunposEs oF Pusrrc.REsorrRcE.ORG, INc.
SECTION z.r. OBJECTIVES AND PURPOSES. The objectives and purposes of
Public.Resource.Org, Inc. shall be: to create, architect, design, implement, operate and maintain
public works projects on the Internet for BoucarroNAl, Cnen¡renrn, AND Scrersrn'rc Pr¡nrosns to
the benefit of the general public and the public interest; to increase and diffuse linowledge about
the Internet in its broadest sense; to promote and facilitate the expansion, development, and
growth of the public infrastructure of the Internet by any means consistent with the public interest
through other activities, including, but not limited to, publications, meetings, conferences,
training, educational seminars, and the issuance of grants and other financial support to
educational institutions, foundations and other organizations exclusively for EDucenower-,
Crrenrranr,E, AND Scrnrwrnrc Punposns.

Anrrcrn B:

BoARD oF TRUSTEES

SECTION 3.r. NUMBER. Public.Resoulce.Org, Inc. shall have at least 3 (three) trustees and no
lnore than 5 (five) trustees and collectively they shall be knon'n as the Board of Trustees. The
maximum and minimurn number may be changed by amendment of this bylaw, or by repeal of this
bylaw and adoption of a new byìarv, as provided in these Bvr,ews.
SECTION 3.2. POI\IERS. Subject to the provisions of the Cermonrvra No¡wnorrr Pusrrc BEunnrr
Conponerrow L¡w and any limitations in the Anrrcr,Es or lwconroRATroN and Bvr-ews relating to
action required or permitted to be taken or approved by the members of this corporation, 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 Trustees.
SECTION s.g. DUTIES. It shall be the duty of the trustees to:

a. Perform any and all duties imposed on them collectively or individually by law, by the
A¡.rrcr,ns on INconpoRATroN of this corporation, or by these Bvt aws;
and remove, employ and discharge, and, except as otherwise provided in these
Byr,aws, prescribe the duties and fix the compensation, if any, of all officers, agents, and
employees of the corporation;

b. Appoint

c. Supervise all officers, agents, and employees of the corporation to
are performed properly;

d. Meet

at such times and places as required by these Brr,aws;

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e. Register their addresses and URLs with the secretary of the corporation and notices of
meetings rnailed, emailed, or telegraphed to them at such addresses shall be valid notices
thereof.
SECTION S.+. TERMS OF OFFICE. Each trustee shall hold office until the next annuaì meeting
for election of the Board of Trustees as specified in these Brr-aws, and until his or her successor is
elected and qualifies.

SECTION g.S. COMPENSATION. Trustees shall serve without compensation. They shall be
allowed reasonable advancement or reimbursement of expenses incurred in the perforrnance of
their regular duties as specified in Section 3.3 of this Article. Trustees may not be compensated for
rendering services to the corporation in any capacity other than trustee unless such other
compensation is reasonable and is allowable under the provisions of Section 3.6 of this Article. Any
payments to trustees shall be approved in advance in accordance with this corporation's conflict of
interest policy, as set forth in Alticle 9 of these Bvr.aws.
SECTION 3.6. RESTRICTION REGARDINGINTERESTED TRUSTEES. Notwithstanding any
other provision of these Bvr,aws, not more than forty-nine percenl (+g%) of the persons serving
on the board may be interested persons. For purposes of this Section, "interested persons" means
either:

a. Any person currently being compensated by the corporation for services rendered it within
the previous twelve (rz) months, whether as a full- or part-time officer or other employee,
independent contractor, or otherwise, excluding any reasonable compensation paid to a
trustee as trustee; or

b.

Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, mother-in-law, or father-inlaw of any such person.

SECTION S.7. PI-ACE OF MEETINGS. Meetings shall be held at the principal office of
Public.Resource.Org, Inc. unless otherwise provided by the board or at such place within or
without the State of California and within or without the United States which has been designated
from time to time by resolution of the Board of Trustees.
Any meeting, regular or special, may be held by conference telephone, Internet, or other
cornrnunications channel. Participation in a meeting constitutes preserìce in person at that meeting
if all of the following apply:

a.

Each trustee participating in the meeting can communicate with all of the other trustees

concurrently;

b.

Each trustee is provided the means of participating in all matters before the board,
including, without limitation, the capacity to propose, or to interpose an objection to,
specific action to be taken by the corporation; and

a

c. The corporation adopts and implements

sorne means of verifying r) that all persons
participating in the meeting are trustees of the corporation or are otherwise entitled to
participate in the meeting, and z) that all actions of, or votes by, the board are taken and cast
only by trustees and not by persons who are not trustees.

SECTION 3.8. REGULARAND ANNUAL MEETINGS . Regular rneetings of trustees shall be
called by the chairperson no less frequently than four times per year. The annual meeting of the
Board of Trustees shall be called by the chairperson no less frequently and no more frequently
than once per year.
SECTION g.q. SPECIAL MEETINGS. Special meetings of the Board of Trustees may be called by
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the chairperson ofthe board, the president, the vice president, the secretary, or by any two
trustees, and such meetings shall be held at the place, within or without the State of California and
within or without the United States, designated by the person or persons calling the meeting, and
in the absence of such designation, at the principal office of the corporation.
SECTION 3.ro. NOTICE OFMEETINGS. Meetings of the board shall be held upon four days'
notice by first-class mail or folty-eight (+8) hours' notice delivered personally or by telephone,
telegraph, telefax, or Internet. The notice shall be deemed to be delivered on its deposit in the
mails or on its delivery to the telegraph company or other service provider. Such notices shall be
addressed to each trustee at his or her address and URIs as shown on the books of the
corporation.
SECTION 3.u. CONTENTS OFNOTICE. Notice of meetings not herein dispensed with shall
specify the place, day, and hour of the meeting. The purpose of any board rneeting need not be
specified in the notice.
SECTION 3.r2. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS. The
transactions of any meeting of the board, however caìled 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 trustee
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 corpolate records
or made a part of the minutes of the meeting.
SECTION 3.r3. QUORUM FORMEETINGS. Aquorum shall consist of the majority of the Board
of Trustees.
Except as otherwise plovided in these Brr,ews or in the Anrrclrs or INconpoRATroN of this
corporation, or by law, no business shall be considered by the board at any meeting at which a
quorum, as hereinafter defined, is not present, and the only motion which the chair shall entertain
at such meeting is a motion to adjourn. However, a majority of the trustees present at such meeting
may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lackof a quorum, it shall not be necessary to give any notice of
the time and place of the adjourned meeting or of the business to be transacted at such meeting,
other than by announcement at the meeting at which the adjournment is taken, except as provided
in Section 3.ro of this Alticle.
The trustees present at a duly called and held meeting at which a quorum is initialìy present may
continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of
trustees from the meeting, provided that any action thereafter tal<en must be approved by at least a
majority of the required quorum for such meeting or such greater percentage as may be required
by law, or the Anrrcrns or h.¡coRpoRATroN or Brr-ews of this corporation.

SECTION 3.r4. MAJORITYACTION AS BOARD ACTION . Every act or decision done or made
by a majority of the trustees present at a meeting duly held at which a quorum is present is the act
of the Board of Trustees, unless the AnrrcrEs oF lwconponarroN or Bnr.ews of this corporation, or
provisions of the Cer,rponrvre Nor.rpnorrr Prrerrc Bn¡vsrm Conponauou Lew, particulally those
provisions relating to appointment of committees (Sectio n 5ztz), approval of contracts or
transactions in which a trustee has a material financiaì interest ( Section 5233), and
indemnification of trustees (Section Sz3Be), require a greater percentage or different voting lules
for approval of a matter by the board.
SECTION 3.r5. CONDUCT OFMEETINGS. Meetings of the Board of Trustees shall be presided
over by the chairperson ofthe board, or, if no such person has been so designated or, in his or her
absence, the president of the corporation or, in his or her absence, by the vice president of the
corporation or, in the absence of each of these persons, by a chairperson chosen by a rnajority of
the trustees present at the rneeting. The secretary ofthe corporation shall act as secretary of ail
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meetings of the board, provided that, in his or her absence, the presiding officer shall appoint
another person to act as secretary of the meeting.
Meetings shall be governed by Robert's Rules of Order Nervly Revised, roth Edition, as such ruies
may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with
these Brr,ews, with the Anrrcr.ns on IuconpoRATroN of this corporation, or with provisions of law.
SECTION 3.16. ACTION BY UNANIMOUS !\IRITTEN CONSENT WITHOUT MEETING. Any
action required or permitted to be taken by the Board of Trustees under any provision of law may
be taken without a meeting, if all members of the board shall individually or collectively consent in
wliting to such action. For the purposes of this Section only, "all members of the board" shall not
include any "interested trustee" as defined in Section 5233 of the Ceru'onr.n¡ Norwnorrr Pusr.rc
Bnr.rnnrr Conronerrow Law. 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 trustees. Any certificate or other document filed under any provision of law
which relates to action so taken shall state that the action was taken by unanimous written consent
of the Board of Trustees without a meeting and that the Bn¡-ews of this corporation authorize the
trustees to so act, and such statement shall be prima facie evidence of such authority.
The term "written consent" shall include electronic mail that has been cryptographically signed
using a standard such as that documented in the Internet Engineering Task Force Request for
Cornrnent 2440 or other standards as the Board of Trustees shall designate from time to time.

SECTION 3.r7. VACANCIES. Vacancies on the Board of Trustees shall exist on the death,
resignation, or removal of any trustee, and whenever the number of authorized tlustees is
increased.
The Board of Trustees may declare vacant the office of a trustee 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 5z3o and following of the Cer-monrvre
Norvpnorrr Pusrrc Bprvnnrr Coxpon¡rror.I LAw.

If the corporation has ferver than fifty (5o) members, trustees may be removed without cause by a
majority of all members, or, if the corporation has fifty (So) or more members, by vote of a
majority of the votes represented at a membership meeting at which a quorum is present.
If this colporation has no members, trustees rnay be removed without cause by a majolity of the
trustees tÌren in office.
Any trustee may resign effective upon giving written notice to the chairperson of the board, the
president, the secretary, or the Board of Trustees, unless the notice specifies a later time for the
effectiveness of such resignation. No trustee may resign if the corporation would then be left
without a duly elected trustee or trustees in charge of its affairs, except upon notice to the attorney
general.
Vacancies on the board may be filled by approval of the board or, if the number of trustees then in
office is less than a quorum, by the unanimous written consent of the trustees then in office, the
affirmative vote of a majority of the trustees then in office at a meeting held pursuant to notice or
waivers of notice complying with this Article of these Bvr,aws, or a sole remaining trustee. If this
corporation has members, however, vacâncies created by the removal of a trustee may be filled
only by the approval of the members. The members of this corporation may elect a trustee at any
time to fill any vacancy not filled by the trustees.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual
election of the Board of Trustees or until his or her death, resignation, or removal from office.

SECTION 3.r8. NONLIABILITY OF TRUSTEES. The trustees shall not be personally liable for
the debts,liabilities, ol other obligations of the corporation.
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SECTION 9.19. INDEMNIFICATION BY CORPORATION OF TRUSTEES, OFT-ICERS,
EMPLO\aEES, AND OTHERAGENTS. To the extent that a person who is, or was, a trustee,
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 judgrnent
against such personby reason ofthe fact that he or she is, or was, an agent ofthe corporation, or
has been successful in defense of any claim, issue, or matter, therein, such person shall be
indemnified against expenses actualìy and reasonably incurred by the person in connection with
such proceeding.
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 Cern'oR¡'na

If

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Bnurrrr Conronerrow Law.

SECTION 3.2o. INSURANCE FOR CORPORATE AGENTS. The Board of Trustees may adopt a
resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the
corporation (including a trustee, 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
Cer,u'onura No¡wnorrr Pr¡sr,rc Beivanrr Conponanrow Law) asserted against or incurred by the
agent in such capacity or arising out of the agent's status as such, whether or not the corporation
wouìd have the power to indemnify the agent against such liability under the provisions of Section
5z3B of the Cermonwre Norvpnorrr Purr-rc Bnwsrrr Conponerrow Lew.

Anrrcrn 4: On'ncnns
SECTION 4.r. NUMBER OF OFFICERS. The officers of the corporation shall be a president, a
secretary, and a chief financial officer who shall be designated the treasurer. The corporation may
also have, as determined by the Board of Trustees, a chairperson of the board, none or more vice
presidents, assistant secretaries, assistant treasurers, or 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.
SECTION +.2. QUALIFICATION, ELECTION, AND TERM OF OFFICE. Any person may serve as
an officer of this corporation. Officers shall be elected by the Board of Trustees, at any time, and
each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to
serve, or until his or her successor shall be elected and qualified, whichever occuls first.
SECTION +.g. SUBORDINATE OFFICERS. The Board of Trustees may appoint such other
officers or agents as it may deem desirable, and such officels shall serve such telms, have such
authority, and perform such duties as maybe prescribed from time to time by the Board of
Trustees.
SECTION 4.4. REMOVALAND RESIGNATION. Any officer maybe removed, either with or
without cause, by the Board of Trustees, at any time. Any officer may resign at any time by giving
written notice to the board of trustees 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, and, unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The above provisions of this Section shall be superseded by uny
conflicting terrns of a contract which has been approved or ratified by the Board of Trustees
relating to the empìoyment of any officer of the corporation.
SECTION +.S. VACANCIES. Anyvacancy causedby the death, resignation, rernoval,
disqualification, or otherwise, of any officer shall be filled by the Board of Trustees. 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. Vacancies
occurring in offices of officers appointed at the discretion of the board may or may not be filled as
the board shall determine.
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SECTION 4.6. DUTIES OF PRESIDENT. The president shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Trustees, supervise and control the
affáirs of the corporation and the activities of the officers. He ol she shall perform ail duties
incident to his or her office and such other duties as may be required by law, by the AnrrclEs or
INconponanron of this corporation, or by these Bvr-ews, or which may be prescribed from time to
tirne by the Board of Trustees. Unless another person is specifically appointed as chairperson of
the Board of Trustees, he or she shall preside at all meetings of the Board of Trustees. If
applicable, the president shall preside at all meetings of the members. Except as otherwise
expressly provided by law, by the Axrrcr,cs or fwcon-poRaTroN, or by these Blt-Rws, he or she shall,
in ihe name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the Board of Trustees.
SECTION q.Z.DUTIES OFVICE PRESIDENT. In the absence of the president, or in the event of
his or her inability or refusal to act, the vice president shall perform all the duties of the president,
and when so acting shall have all the powers of, and be subject to aìl the restrictions on, the
president. The vice president shall have other powers and perform such other duties as may be
prescribed by law, by the Anrrcr-ns on INconroRATIoN, or by these Bttaws, or as may be
prescribed by the Board of Trustees.
SECTION +.8. DUTIES OFSECRETARY. The secretary shall:

a. Certify and keep at the principal office of the corporation the original, or a copy of these
Bvr-aws as amended or otherwise altered to date.

b.

Keep at the principal office of the corporation or at such other place as the board may
determine, a book of minutes of all meetings of the trustees, and, if applicable, meetings of
committees of trustees and of members, recording therein the time and place of holding,
whether regular or special, how called, how notice thereof was given, the names of those
present or represented at the meeting, and the proceedings thereof.

c.

that all notices are duly given in accordance with the provisions of these Bvr-ews or
required by law.
See

as

of the records and of the seal of the corporation and see that the seal is affixed
to all duly executed documents, the execution of which on behalf of the corporation under
its seal is authorized by law or these Brr.aws.

d. Be custodian

a membership bookcontaining the name and
of each and any member, and, in the case rvhere any membership has been
address
terminated, the secretary shall record such fact in the membership book together with the
date on which such membership ceased.

e. Keep at the principal office of the corporation

f. Exhibit at all reasonable

times to any trustee of the corporation, or to his or her agent or
attorney, on request therefor, the Brr-ews, the membership book, and the minutes of the
proceedings of the trustees of the corporation.

g. In general, perform all duties incident to the office of secretary and such other duties as may
be required by law, by the Anrrcr,Es or h¡conpoRATroN of this corporation, or by these
Brr-aws, or which may be assigned to him or her from time to time by the Board of Trustees.
SECTION +.g. DUTIES OFTREASURER. Subject to the provisions of these Brr,ews inArticle 6
relating to the "Execution of Instruments, Deposits, and Funds," the treasurer shall:

a. 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 Trustees.

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b.

Receive, and give receipt for, monies due and payable to the corporation from any source
whatsoever.

c. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the
Board of Trustees, taking proper vouchers for such disbursements.

d.

Keep and maintain adequate and correct accounts of the corporation's properties and
business transactions, including accounts of its assets, liabilities, receipts, disbursements,
gains and losses.

e. Exhibit at all reasonable times the books of account and financial records to any trustee of
the corporation, or to his or her agent or attorney, on request therefor.

f. Render to the president and trustees, whenever requested, an account of any or all of his or
her transactions as treasurer and of the financial condition of the corporation.

g. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial
statements to be included in any required reports.

h. In general, perform all duties incident to the office of treasurer and such other duties as may
be required by law, by the AnrrclEs on l¡vconpoRATroN of the corporation, or by these
Bvta.ws, or which maybe assigned to him or her from time to time by the Board of Trustees.

SECTION 4.ro. COMPENSATION. The salaries of the officers, if any, shall be fixed from time to
time by resolution of the Board of Trustees, and no officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a trustee of the corporation, provided, however,
that such compensation paid a trustee for serving as an officer of this corporation shall only be
allowed if permitted under the provisions of Article 3, Section 3.6, of these Bvr-aws. In all cases,
any salaries received by officers of this corporation shall be reasonabìe and given in return for
services actually rendered for the corporation which relate to the perforrnance of the charitable or
public purposes of this corporation. All officer salaries shall be approved in advance in accordance
with this corporation's conflict of interest policy, as set forth in Article 9 of these Brr-ews.

AnrrcrB S:

CoMMITTEES

SECTION 5.r. EXECUTIVE COMMITTEE OF THE BOARD. The Board of Trustees may, by a
majority vote of trustees, designate two or rnore of its members (who may also be serving as
officers of this corporation) to constitute an executive committee of the board and delegate to such
committee any of the powers and authority of the board in the management of the business and
affairs of the corporation, except with respect to:

a. The approval of any action which, under law or the provisions of these Bvt-ews, requires the
approval of the members or of a majority of aìl of the members.

b. The filling

of vacancies on the board or on any committee that has the authority of the

board.

c. The fixing of compensation of the trustees for serving on the board or on any committee.

d. The amendment or repeal of Brr-ews or the adoption of new Bvr,ews.
e. The amendment or repeal or any resolution of the board which by its express terms

is not so

amendable or repealable.

f.

The appointment of committees of the board or the members thereof.

g. The expenditure of corporate funds to support a nominee for trustee after there are more
people nominated for trustee than can be elected.
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h.

The approval of any transaction to which this corporation is a party and in which one or
more of the trustees has a material financial interest, except as expressly provided in Section
5233 of the Cer-u'onwra Norvpnorrr Prrsrrc Bnwrrrr Conpon¡rrow Lew.

By a majorityvote of its members then in office, the board may at any time revoke or rnodify any or
all of the authority so delegated, increase or decrease but not below two the number of its
mernbers, and fill vacancies therein from the members of the board. The committee shall keep
regular minutes of its proceedings, câuse them to be filed with the corporate records, and report
the same to the board from time to time as the board may require.

SECTION S.z. OTHER COMMITTEES. The corporation shall have such other committees as may
from time to time be designated by resoiution of the Board of Trustees. Such other committees
may consist of persons who are not also members of the board. These additional committees shall
act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.
SECTION 5.3. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees
shall be governed by, noticed, held, and taken in accordance with the provisions of these Brr-aws
concerning meetings of the Board of Trustees, with such changes in the context of such bylaw
provisions as are necessary to substitute the committee and its members for the Boald of Trustees
and its rnembers, except that the time for regular meetings of committees may be fixed by
resolution of the Board of Trustees or by the committee. The time for special meetings of
committees may also be fixed by the Board of Trustees. The Board of Trustees may also adopt
rules and regulations pertaining to the conduct of meetings of committees to the extent that such
rules and regulations are not inconsistent with the provisions of these Bvr-¿.ws.
SECTION S.+. AUDIT COMMITTEE. The Board shall appoint anAudit Committee. The
committee may be comprised of one or more persons and may include persons other than trustees
of the corporation.
The membership of the Audit Committee shall not include the following persons:

a. The chairperson of the Board;

b.

The treasurer of the corporation;

c. Any employee of the corporation; or

d. Any person with a material financial interest in any entity doing business with the
corporation.
In the event that the Board appoints a Finance Committee, members of the Finance Committee
must constitute less than one-half of the membership of the Audit Committee and the Chail of the
Finance Committee shall not serve on the Audit Committee. The Audit Committee shall make
recommendations to the Board of Trustees regarding the hiring and termination of an auditor,
who shall be an independent certified public accountant, and maybe authorized by the Board to
negotiate the auditor's salary. The Audit Committee shall confer with the auditor to satisfy its
members that the corporation's financial affairs are in order, and shall review and determine
whether to accept the audit.

In the event that the auditor's firm provides non-audit services to the corporation, the Audit
Committee shall ensure that the auditor"s firm adheres to the standards for auditor independence
set forth in the latest revision of the Government Auditing Standalds published by the Comptroller
General of the United States, or any standards promulgated by the Attorney General of California,

Anrrcrn 6: Bxrcr¡rroN
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SECTION 6.r. EXBCUTION OFINSTRUMENTS. The Board of Trustees, except as otherwise
provided in these Byr.aws, may by resolution authorize any officer or agent of the corporation to
enter into any contract or execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific instances. Unless so
authorized, no officer, agent, or employee shall have any power or authority to bind the
corporation by any contract oÌ engagement or to pledge its credit or to render it liable monetarily
for any purpose or in any amount.
SECTION 6.2. CHECKS AND NOTES. Except as othelwise specifically deterrnined by resolution
of the Board of Trustees, or as otherwise required by law, checks, drafts, promissory notes, orders
for the payment of money, and other evidence of indebtedness of the corporation shall be signed
by the treasurer or the president of the corporation.
SECTION 6.S. DEPOSITS. All funds of the corpolation shall be deposited from time to time to
the credit of the corporation in such banks, trust companies, or other depositories as the Board of
Trustees may select.
SECTION 6.+. GIFTS. The Board of Trustees may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

AnrrcrB 7: ConpoRATE Rnconos, R-nronrs, & SBar
SECTION 7.r. MAINTEN'A.NCE OF CORPORATE RECORDS. The corporation shail keep at its
principal office in the State of California:

a. Minutes of all meetings of trustees, committees of the board and, if this corporation

has

members, of all meetings of members, indicating the time and place of holding such
rneetings, whether regular or special, how called, the notice given, and the names of those
present and the proceedings thereof;

b. Adequate and correct books and records of account, including

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

c. A record of its members indicating their names and addresses and, if applicable, the class of
membership held by each member and the termination date of any membership;

d. A copy of the corporation's Anrrcrns or

INcoRpoRATroN and Brr-ews as arnended to date,
which shall be open to inspection by the members of the corporation at all reasonable times
during office hours.

SECTION 7.2. CORPORATE SEAL. The Board of Trustees may adopt, use, and at will alter, a
corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the
seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION z.g. TRUSTEES'INSPECTION RIGHTS. Every trustee shall have the absolute right at
any reasonable time to inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the corporation.
SECTION 7.4. MEMBER,S'INSPECTION RIGHTS. If this corporation has any members, then
each and every member shall have the following inspection rights, for a purpose reasonably reìated
to such person's interest as a member:

a. To inspect and copy the record of all members' names, addresses, and voting rights, at
reasonable times, upon five business days' prior written demand on the corporation, which
demand shall state the purpose for which the inspection rights are requested.

b. To obtain from the secretary of the corporation,
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reasonable charge, an alphabetized list of the names, addresses, and voting rights of those
members entitled to vote for the election of trustees as of the most recent record date for
which the list has been compiled or as of the date specified by the member subsequent to the
date of demand. The demand shall state the purpose for which the list is requested. The
membership list shall be made available on or before the later of ten (ro) business days after
the demand is received or after the date specified therein as of which the list is to be
compiled.

c. To inspect at any reasonable time the books, records, or minutes of proceedings of the
members or of the board or committees of the board, upon written demand on the
corporation by the member, for a purpose reasonably related to such peLson's interests

as a

member.
SECTION Z.s. RIGHT TO COPYAND MAKE EXTRACTS. Any inspection under the provisions of
this Article may be made in person or by agent or attorney and the right to inspection includes the
right to copy and make extracts.
SECTION 7.6. ANNUAL REPORT. The board shall cause an annual report to be furnished not
later than one hundred and twenty (rzo) days after the close of the corporation's fiscal year to all
trustees of the corporation and, if this corporation has members, to any member who requests it in
writing, which report shall contain the following information in appropriate detail:

a. The assets and liabilities, including the trust funds, of the corporation

as

of the end of the

fiscal year;

b. The principal

changes in assets and liabilities, including trust funds, during the fiscal year;

c. The revenue or receipts of the corporation, both unrestricted and lestricted to particuìar
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 information required by Section

7.T of this

Article.

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

if

If this corporation has members, then, if this corporation receives Twenty-Five Thousand Dollars
($z5,ooo), or more, in gross revenues or receipts during the fiscal year, this corporation shall
automatically send the above annual report to all members, in such manner, at such time, and with
such contents, including an accompanying report from independent accountants or certification of
a corporate officer, as specified by the above provisions of this Section relating to the annual

report.
SECTION z.Z. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS. This
corporation shall mail or deliver to all trustees and any and all members a statement within one
hundred and twenty (rzo) days after the close of its fiscal year which briefly describes the amount
and circumstances of any indemnification or transaction of the following kind:
Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which
either of the following had a direct or indirect material financial interest:

a. Any trustee or officer of the corporation, or its parent or its subsidiary
trusteeship shall not be considered a material financial interest); or
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b. Any holder of more than ten percent (to%) of the voting power of the corporation, its
parent, or its subsidiary.
The above statement need onlybe provided with respect to a transaction during the previous fiscal
year involving more than Fifty Thousand Dollars ($5o,ooo) or which was one of a number of
transactions with the same persons involving, in the aggregate, more than Fifty Thousand Dollars

($5o,ooo).
Similarly, the statement need onlybe provided with respect to indemnifications or advances
aggregating more than Ten Thousand Dollars ($ro,ooo) paid during the previous fiscal year to any
trustee or officer, except that no such statement need be made if such indemnification was
approved by the members pursuant to Section S23B of the Cern'onrvr¡, Norwnorrr Pusr,rc Bnrverrr
Conponerrou Lew.
Any statement required by this Section shall briefly describe the names of the interested pelsons
involved in such transactions, stating each person's relationship to the corporation, the nature of
such person's interest in the transaction, and, where practicaì, the amount of such interest,
provided that in the case of a transaction with a partnership of which such person is a partner, only
the interest of the partnership need be stated.
The annual report shall include the information required by this Section.
SECTION 2.8. PREPARATION OFA-NINUAL FINANCIAI STATEMENTS. The corporation shall
prepare annual financial statements using generally accepted accounting principles. Such
statements shaìl be audited by an independent certified public accountant, in conformity with
generally accepted accounting standards, under supervision of the Audit Committee established by
these bylaws. The corporation shalì make these financial statements available to the California
Attorney General and members of the public for inspection no later than nine (9) months after the
close of the fiscal year to which the statements relate.

Anrrcrp 8: Frscar Ynen
SECTION 8.r. FISCALYEAR OFTHE CORPORATION. The fiscal year of the corporation shall
be the calendar year. The calendar shall be the ìan{ul official calender of the State of California or
other calendar as the Board of Trustees shall designate from time to time.

Anrrcra e: CoNnucr OF lvrnRnsr

AND CoMIENSATToN

Appnovar Porrcres

SECTION 9.r. PURPOSE OF CONFLICT OF INTEREST POLICY. The purpose of this conflict of
interest policy is to protect this tax-exempt corporation's interest when it is contemplating enteling
into a transaction or arrangement that might benefit the private interest of an officer or trustee of
the corporation or any "disqualified person" as defined in Section 4958 of the hvrnnNnr RuvnNUE
CooB and as amplified by Section S3.49SB-3 of the IRS R¡cu.arrows and which might result in a
possibìe "excess benefit transaction" as defined in Section 49SB(Ð of the hvrBnNer, RsvnNUE CooE
and as amplifiedby Section 5g.4gSB of the IRS Rncu.erroNs. 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.
SECTION 9.2. DEFINITIONS.

a. Interested Person. Any trustee, principal officer, member of a committee with governing
board delegated powers, or any other person who is a "disqualified person" as defined in
Section +gS8 of the hvrnnNer. Rnvprvun Co¡s and as amplified by Section 53.49b8-3 of the
IRS R¡cu-errows, 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,
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through business, investment, or family:
1. an ownership or investment interest in any entity with which the corporation has
transactio n or arrangement,

a

2. a compensation arrangement with the corporation or with

any entity or individual
with which the corporation has a transaction or arrangement, or

3. a potential ownership or investment interest in, or compensation arrangement u'ith,
any entity or individual with which the corporation is negotiating a transaction or
arrangement.

c. Compensation includes direct and indirect remuneration

as

well

as

gifts or favors that are

not insubstantial.

d. A financial interest

Undel Section 9.3, paragraph B, a
person who has a financial interest may have a conflict of interest only if the appropriate
governing board or committee decides that a conflict of interest exists.
is not necessarily a conflict of interest.

SECTION g.s. CONFLICT OF INTEREST AVOIDANCE PRODEDURES.

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 trustees and members of committees with governing board
delegated powers considering the proposed transaction or arrangement.

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest
and all materiaì facts, and after any discussion with the interested person, he/she shail leave
the governing board or committee meeting while the determination of a conflict of interest
is discussed and voted upon. The rernaining board or committee members shall decide if a
conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest. An interested person may make a
presentation at the governing board or committee meeting, but after the presentation,
he/she shall leave the meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of interest.
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. After exercising due diligence, the governing board or committee shail
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.

If a more advantageous transaction or arrângement

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 trustees whether the transaction or
arrangement is in the corporation's best interest, for its orrun 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. 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.

If, after hearing the member's response and after making further investigation as warranted
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by the circumstances, the governing board or committee determines the rnember has failed
to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
SECTION 9.4. RECORDS OF BOARD ,A.ND BOARD COMMITTEE PROCEEDINGS. The minutes
of meetings of the governing board and all committees with board delegated powers shali contain:

a. The names of the persons rvho 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 pelsons

who were plesent 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.

SECTION g.S. COMPENSATION APPROVAL POLICIES. Avoting member of the governing
board who receives compensation, directly or indirectly, from the corporation for services is
precluded from voting on matters pertaining to that member's compensation.

Avoting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the corporation for services is precluded from
voting on matters pertaining to that member's compensation.
No voting member of the governing board or any committee whose jurisdiction includes
compensation rnatters and who receives compensation, directly or indirectly, from the
corporation, either individually or collectively, is prohibited from providing information to auy
committee regarding compensation.
When approving compensation for trustees, 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 rvell
as the preceding paragraphs of this section of this article, the board or a duly constituted
compensation committee of the board shall also comply with the following additional
requirements and procedules:

a. the terrns of compensation shall be approved by the board or compensation cornmittee prior
to the first payrnent of compensation.

b.

all members of the board or compensation conmittee who approve compensation
arrangements must not have a conflict of interest with respect to the compensation
arrangement as specified in IRS Regulation Section 53.4958-6(iii), which generally requires
that each board member or committee member approving a compensation arrangement
between this organization and a "disqualified person" (as defined in Section 4958 of the
Internal Revenue Code and as amplified by Section 53.4gS8-3 of the IRS Rncrn-errons):
r. is not the person who is the subject of compensation arrangement, or a family
member of such person;

z.

is not in an employment relationship subject to the direction or control of the person
who is the subject of compensation arrangement

3.

does not receive compensation or other pa¡rments subject to approval by the persorl
who is the subject of compensation arrangement

4.

has no material financial interest affected by the compensation arrangement; and

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5.

does not approve a transaction providing economic benefits to the person n'ho is the
subject of the compensation arrangement, who in turn has approved or will approve a

transaction providing benefits to the board or committee member.
the board or compensation committee shall obtain and rely upon appropriate data as to
comparability prior to approving the terms of compensation. Appropriate data may include
the following:
1. compensation levels paid by similarly situated organizations, both taxable and taxexempt, for functionally comparable positions. "Similariy situated" organizations are
those of a similar size and purpose and with similar resources

z.

the availability of similar services in the geographic area of this organization

3. current compensation

4.

surveys compiled by independent firms

actual wlitten offers from similar institutions competing for the services of the person
who is the subject of the compensation arrangement.

if this organization has average annual gross receipts
(including contributions) for its three prior tax years of less than $ r million, the board or
compensation committee will have obtained and relied upon appropriate data as to
comparability if it obtains and relies upon data on compensation paid by three comparable
organizations in the same or similar communities for sirnilar services.

As allowed by IRS Regulation 4958-6,

for approving them shall be recorded in written
minutes of the meeting of the board or compensation comnittee that approved the
compensation. Such documentation shall include:
t. the terms of the compensation arrangement and the date it was approved

d. the terms of compensation and the basis

z.

the members of the board or compensation committee who were present during
debate on the transaction, those who voted on it, and the votes cast by each board or
committee member

3. the comparability

data obtained and reìied upon and how the data was obtained.

4. If the board or compensation

committee determines that reasonable compensation

for a specific position in this organization or for providing services under any other
compensation arrangement with this organization is higher or lower than the range of
comparability data obtained, the board or committee shall record in the minutes of
the meeting the basis for its determination.

5. If the board or committee makes adjustments to comparability data due to geographic
area or other specific conditions, these adjustments and the reasons for them shall be
recorded in the minutes of the board or committee meeting.

6.

any actions taken with respect to determining if a board or committee member had a
conflict of interest with respect to the compensation arrangement, and if so, actions
taken to make sure the member with the conflict of interest did not affect or
participate in the approval of the transaction (for example, a notation in the records
that after a finding of conflict of interest by a member, the member with the conflict
of interest was asked to, and did, leave the meeting prior to a discussion of the
compensation arrangement and a taking of the votes to approve the arrangement).

7. The minutes of board or committee meetings

at which compensation arrangernents
must be prepared before the later ofthe date ofthe next board or
are approved
committee meeting or 6o days after the final actions of the board or committee are
taken with respect to the approval of the compensation arrangements. The minutes

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must be reviewed and approved by the board and committee as reasonable, accurate,
and complete within a reasonable period thereafter, normally prior to or at the next
board or committee rneeting following final action on the arrangement by the board
or committee.

SECTION 9.6. ANNUAL STATEMENTS. Each trustee, principal officer, and member of a
committee with governing board delegated powers shall annually sign a statement which affirms
such person:

a.

has received a copy of the conflicts of interest policy,

b.

has read and understands the policy,

c.

has agreed to comply with the policy, and

d. understands the corporation

is charitable and in order to maintain its federal tax exemption
primarily in activities which accomplish one or more of its tax-exempt
it must engage

purposes.
SECTION 9.7. PERIODIC REVIEWS. To ensure the corporation operates in a manner consistent
with charitable purposes and does not engage in activities that could jeopardize its tax-exempt
status, periodic reviews shall be conducted. The periodic reviews shall, at a rninimum, include the
following subjects:

a. Whether compensation arrangenents and benefits are reasonable, based on competent
survey information, and the result of arm's-length bargaining.
partnerships, joint ventures, and arrangements with management organizations
conform to the corporation's written policies, are properly recorded, reflect reasonabìe
investment or payments for goods and services, further charitable purposes, and do not
resuìt in inurement, impermissible private benefit, or in an excess benefit transaction.

b. Whether

SECTION g.8. USE OF OUTSIDE EXPERTS. When conducting the periodic reviervs as provided
for in Section g.7,the corporation may, but need not, use outside advisors. If outside experts are
used, their use shall not relieve the governing board of its responsibility for ensuring periodic
reviews are conducted.

Anrrcm 10:

AMENDMBNT on

Bvrews

SECTION ro.r. AMENDMENT . Subject to any provision of lawapplicable to the amendment of
Brr.ews of public benefit nonprofit corporations, these Bvr-ews, or any of them, may be altered,
amended, or repealed and new Brr.ews adopted as follows:

a. Subject to the power of members to change or repeal these Bvr,aws under Section 5i5o clf
the ConpoRATroNS Cooe, by approval of the Board of Trustees unless the bylaw amendment
would materially and adversely affect the rights of members as to voting or transfer,
provided, however, if this corporation has admitted any members, then a bylaw specifying
or changing the fixed number of trustees of the corporation, the maximum or minimum
number of trustees, or changing from a fixed to variable board or vice versa, may not be
adopted, amended, or repealed except as provided in subparagraph (b) of this Section;or

b.

By approval of the members of this corporation.

Anrrcr,n 11: AMENDMENT On Anrrcr,ns
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SECTION 11.1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS. Before any
members have been admitted to the corporation, any amendment of the A-nrrcrns or
I¡.rcoRpoRATroN may be adopted by approval of the Board of Trustees.
SECTION TT.z. AMENDMENT OF ARTICLES AFIER ADMISSION OF MEMBERS. AftCT'
members have been admitted to the corporation, amendment of the ARrrcr,ns on llrcoRpoRAlroN
may be adopted by the approval of the Board of Trustees and by the approval of the members of
this corporation.
SECTION u.3. CERTAIN AMENDMENTS. Notwithstanding the above sections of this Article,
this corporation shall not amend its Anrrcrns or I¡¡conpoRATroN to alter any statement which
appears in the original Anrrcr,ns or hsconpoRaTroN of the names and addresses of the first trustees
of this corporation, nor the name and address of its initial agent, except to correct an error in such
statement or to delete such statement after the corporation has filed a "Statement by a Domestic
Nonprofit Corporation" pursuant to Section 6zro of the Cer,rponura NoupRoFrr CoRl,onerrow

Lew.

Anrrcrp tz: PnonrBrrroN Acerusr Su¡nnrc Conponern

PRoFrrs ANn Assnrs

SECTION Tz.T. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS. NO
member, trustee, 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 Byr,ews and is fixed by resolution of the Board of Trustees; 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. All members of the corporation shall be
deemed to have expressly consented and agreed that on such dissolution or winding up of the
affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after
all debts have been satisfied, shall be distributed as required by the Anrrcrns or Ixconron¡rrolr of
this corporation and not otherwise.

Anrrcr,n 18: MEMBERS
SECTION r3.r. DETERMINATION AND RIGHTS OFMEMBERS. The corporation shall have
only one class of mernbers, who shall be collectively known as the Courtcn or Puerrc EwcnrerRs.
No member shall hold more than one membership in the Cou¡¡cn oE Prmr,rc ENcu.rEEns. Except as
expressly provided in or authorized by the Antrclns on IwcoRpoRATIoN or Bvr-ews of this
corporation, all memberships shall have the same rights, privileges, restrictions, and conditions.
SECTION r3.z. QUALIFICATIONS OFMEMBERS. The qualifications for membership in the
Cou¡¡cu, or Pr-rsr,rc Ewcnronns are as follows: a demonstrated ability and record of achievement in
the field of Internet engineering and a committment to the goals and purposes of
Public. Resource. Org, Inc.
SECTION r3.3. ADMISSION OF MEMBERS. Applicants shall be admitted to membership in the
Corr¡¡cn or Pu¡rrc ENcnrsnRs upon a vote of the majority of the members.
SECTION r3.4. FEES, DUES, AND ASSESSMENTS. Members of the Cou¡¡cu, or Puerrc
Excr¡renns shall not be charged fees, dues, or assessments unless these Bvr.aws are ammended to
provide for such fees, dues, or assessments.
SECTION r3.5. NUMBER OFMEMBERS. There is no limit on the number of members the
CouNcn or Ptmr,rc ENcnrnnns may admit.
SECTION 13.6. MEMBERSFIIP BOOIC The corporation shall keep a membership book
containing the name and address of each member of the Cou rcrl or Prmr,rc Eucnr¡nnns.
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Termination of the membership of any member shall be recorded in the book, together with the
date of termination of such membership. Such book shall be kept at the corporation's principal
office and shall be available for inspection by any trustee or member of the corporation during

regular business hours.
The record of names and addlesses of the members of the Cou¡¡cn or Pr,rerrc Excnrnnns shall
constitute the membership list of this corporation and shall not be used, in whole or part, by any
person for any purpose not reasonably related to a member's interest as a member.
SECTION 4.7. NONLIABILITYOFMEMBERS. Amember of the Couwcn or Prmr.rc BncnrnEns
is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
SECTION r3.8. NONTRANSFERABILITY OF MEMBERSHIPS. No member may transfer a
membership or any right arising therefrom. All rights of membership cease upon the member's
death.
SECTION r3.9. TERMINATION OF MEMBERSHIP.

a. Grounds for Termination. The membership of a member of the Cornrclr- or Punr,rc
Excnrnnns shall terminate upon the occurrence of any of the following events:
r. Upon his or her notice of such termination delivered to the president or secretary of
the corporation personally or by mail, such membership to terminate upon the date
of delivery of the notice or date of deposit in the mail.

z. Upon a determination

by the Board of Trustees that the member has engaged in
conduct materially and seriously prejudicial to the interests or purposes of the
corporation.
has provided for the payment of dues by members, upon a failure
to renew his or her membership by paying dues on or before their due date, such
terrnination to be effective thirty (3o) days after a written notification of delinquency
is given personally or mailed or ernailed to such member by the secretary of the
corporation. A member may avoid such termination by paying the arnount of
delinquent dues within a thirty (go) day period following the member's receipt of the
written notification of delinquency.

3. If this corporation

b.

Procedure for Expulsion. FoÌlowing the determination that a member should be expelled
under subparagraph (aXz) of this section, the following procedure shaÌl be implemented:
r. A notice shall be sent by first-class or registered mail to the last address of the
member as shown on the corporation's records, setting forth the expulsion and the
reasons therefor. Such notice shall be sent at least fifteen (rS) days before the
proposed effective date of the expulsion.
2. The member being expelled shall be given an opportunity to be heard, either orally or
in writing, at a hearing to be held not less than five days before the effective date of

the proposed expulsion. The hearing will be held by the Board of Trustees in
accordance with the quorum and voting rules set forth in these Brr-ews applicable to
the meetings of the board. The notice to the member of his or her proposed expuìsion
shall state the date, time, and place of the hearing on his or her proposed expulsion.
J.

Following the hearing, the Board of Trustees shall decide whether or not the member
should in fact be expelled, suspended, or sanctioned in some other way. The decision
of the board shall be final.

4.

If this corporation has provided for the payment of dues by members, any person
expelled from the corporation shall receive a refund of dues aìready paid. The refund
shall be prorated to return only the unaccrued balance remaining for the period of the

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dues payment.

SECTION 13.10. RIGHTS ON TERMINATION OF MEMBERSHIP. All rights of a member in the
corporation shall cease on termination of membership as herein provided.
SECTION 13.11. AMENDMENTS R-ESULTING IN THE TERMINATION OF MEMBERSHIPS.
Notwithstanding any other provision of these Brr.aws, if any amendment of the Anrrclns op
I¡.rcoRpoRATroN or of the Br¿r-ews of this corporation would result in the termination of all
memberships or any class of memberships, then such amendment or amendments shall be effected
oniy in accordance with the provisions of Section 5342 of the Cer,rponNre Nor.rpRoFrr Prmr,rc
B nrvnnrr Conponerrow Lew.

Ar.rrcrn 14:

MEETTNcs On MBunBns

SECTION r4.r. PLACE OFMEETINGS. Meetings of members of the Cour.rcn, or Puerrc
EwcurrpsRs shall be held at the principal office of the corporation or at such other place or places
within or without the State of California as may be designated from time to time by resolution of
the Board of Trustees.
Any meeting, regular or special, maybe held by conference telephone, Internet, or other
communications channel. Particþation in a meeting constitutes presence in person at that meeting
if all of the conditions stated in Section 3.7 of Alticle 3 are met.
SECTION r4.2. ANNUAL AND OTHER REGUI-AR MEETINGS. The members of the Couxcu, or
Prmrrc ENcnrnnns shall meet annually, for the purpose of electing trustees and transacting other
business as may come before the meeting. Cumulative voting for the election of trustees shall not
be permitted. The candidates receiving the highest number of votes up to the number of trustees to
be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot
only. The annuaì meeting of members for the purpose of electing trustees shall be deemed a
regular meeting and any reference in these Br¿r-ews to regular meetings of members refers to this
annual meeting.

If the day fixed for the annual meeting or other regular meetings falls on a legal holiday, such
meeting shall be held at the same hour and place on the next business day.
SECTION r4.3. SPECIAL MEETINGS OF MEMBERS.

a. Persons Who May Call Special Meetings of Members. Special meetings of the members shall
be called by the Board of Trustees, the chairperson of the board, or the president of the
corporation. In addition, special meetings of the members for any lawful purpose may be
called by five percent (S%) or more of the members of the Cou¡rcn on Prmrrc ENcnrsBRs.

SECTION r4.4. NOTICE OF MEETINGS.
a.

Time of Notice. Whenever members are required or permitted to take action at a meeting, a
r¡nitten or electronic notice of the meeting shall be given by the secretary of the corporation
not less than ten (ro) nor more than ninety (go) days before the date of the meeting to each
member who, on the record date for the notice of the meeting, is entitled to vote thereat,
provided, however, that if notice is given by mail or email, and the notice is not mailed by
first-class, registered, or certified mail, that notice shall be given twenty (zo) days before the
meeting.

report shall be given either
personally or by mail or other means of lwitten or electronic communication, addressed to
the member at the address of such member appearing on the books of the corporation or
given by the member to the corporation for the purpose of notice; or if no address appears

b. Manner of Giving Notice. Notice of a members'meeting or any

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or is given, at the place where the principal office of the corporation is located or by
publication of notice of the meeting at least once in a newspaper of general circulation in the
county in which the principal office is located. Notice shall be deerned to have been given at
the time when delivered personally or deposited in the mail or sent by telegrarn or other
means of rvritten or electronic communication.
c.

Contents of Notice. Notice of a membership meeting shall state the place, date, and time of
the meeting and in the case of a special meeting, the general nature of the business to be
transacted, and no other business may be transacted, or in the case of a regular meeting,
those matters which the board, at the time notice is given, intends to present for action by
the members. Subject to any provision to the contrary contained in these Brt a,ws, however,
any proper matter may be presented at a regular meeting for such action. The notice of any
rneeting of members at which trustees are to be elected shall include the names of aìl those
who are nominees at the time notice is given to members.

d. Notice of Meetings Called by Members. If a special meeting is called by members of the
Corr rcu. op Purlrc ENcnrrnnns as authorized by these Bvr,ews, the request for the meeting

shalÌ be submitted inwriting, specifying the general nature of the business proposed to be
transacted and shall be delivered personally or sent by registered mail or by telegraph to the
chairperson of the board, president, vice president, or secretary of the corporation. The
officer receiving the request shall promptly cause notice to be given to the members entitled
to vote that a meeting will be held, stating the date of the meeting. The date for such meeting
shall be fixed by the board and shall not be less than thirty-five (35) nor more than ninety
(9o) days after the receipt of the request for the meeting by the officer. If the notice is not
given within twenty (zo) days after the receipt of the request, persons calling the meeting
may give the notice themselves.
e.

Waiver of Notice of Meetings. The transactions of any meeting of members of the Couxcn,
or PLreLrc E¡¡cnrrenns, however called and noticed, and wherever held, shall be as valid as
though taken at a meeting duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if, either before or after the meeting, each of the persons
entitled to vote, not present in person or by proxy, signs a *'ritten or electronic waiver of
notice or a consent to the holding of the meeting or an approval of the minutes thereof. All
such waivers, consents, and approvals shall be fiied with the corporate records or made a
part of the minutes of the meeting. Waiver of notices or consents need not specify either the
business to be transacted or the purpose of any regular or special meeting of members,
except that if action is taken or proposed to be taken for approval of any of the matters
specified in subparagraph (Ð of this section, the waiver of notice or consent shall state the
general nature ofthe proposal.

f. Speciai Notice

Rules for Apploving Certain Proposaìs. If action is proposed to be taken or is
taken with respect to the following proposals, such action shall be invalid unless
unanimously approved by those entitled to vote or unless the general nature of the proposal
is stated in the notice of meeting or in any written or electrnic waiver of notice:
r" Removal of trustees without cause;

z. Filling

of vacancies on the board by members;

3. Amending the Anrrcr,ns or I¡¡conponarroN; and
4. An election to voluntarily wind up and dissolve the corporation.

SECTION r+.S. QUORUM FOR MEETINGS. A quorum shall consist of the majority of the voting
members of the Cou¡¡cn or Prmrrc Ewcnrrnns attending in person, by proxy, or other means
consistent with Section 14.1 of this Article.
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The members present at a duly called and held meeting at which a quorum is initially present may
continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrarval of
members from the meeting provided that any action taken after the loss of a quorum must be
approved by at least a majority of the members required to constitute a quorum.
In the absence of a quorum, any meeting of the members may be adjourned from time to time by
the vote of a majority of the votes represented in person or by proxy at the meeting, but no other
business shall be transacted at such meeting.
When a meeting is adjourned for lack of a sufficient number of members at the rneeting or
otherwise, it shall not be necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted at such meeting other than by announcement at the
meeting at which the adjournment is taken of the time and place of the adjourned meeting.
However, if after the adjournment a new record date is fixed for notice or voting, a notice of the
adjourned meeting shall be given to each member who, on the record date for notice of the
meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than fortyfive (45) days.

Notwithstanding any other provision of this article, if this corporation authorizes members to
conduct a meeting rvith a quorum of iess than one*third (t/S) of the voting power, then, if less than
one-third (t/g) of the voting power actually attends a regular meeting, in person or by ploxy, no
action may be taken on a matter unless the general nature of the matter was stated in the notice of
the regular meeting.
SECTION 14.6. MAJORITYACTION AS MEMBERSHIP ACTION. Every act or decision done or
made by a majority of voting members present in person or by proxy at a duly held meeting at
which a quorum is present is the act of the members, unless the law, the Anrrcrns on
IuconronarroN of this corporation, or these Brr-ews require a greater number.
SECTION u4.7.YOTLNG RIGHTS. Each member of the Couucu, or Pusrrc Blrcn{ErRs is entitled
to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall
be by voice vote. Election of trustees, however, shaìl be by ballot.
SECTION r4.8. PROXYVOTING. Members of the Cou¡vcn or PueI,rc Ewonrnrns entitled to vote
shall be permitted to vote or act by proxy.
Members entitled to vote shall have the right to vote either in person or by a written or electronic
pro)qy executed by such person or by his or her duly authorized agent and filed with the secretary of
the corporation, provided, however, that no pro)iy shall be valid after eleven (rr) months from the
date of its execution unless otherwise provided in the proxy. In any case, however, the maximum
term of any pro{y shall be three years from the date of its execution. No proxy shall be irrevocable
and may be revoked following the procedures given in Section 5613 of the Cer,monrvre No¡rpRoFrr
Prrsrrc Bnp¡nrr ConponarroN Law.

All proxies shall state the general nature of the matter to be voted on and, in the case of a proxy
given to vote for the election of trustees, shall list those persons who were nominees at the time the
notice of the vote for election of trustees was given to the members. In any election of trustees, any
pro>rywhich is markedby a menrber "withhold" or otherwise marked in a manner indicating that
the authority to vote for the election of trustees is withheld shall not be voted either for or against
the election of a trustee.
Proxies shall afford an opportunity for the member to specify a choice between approval and
disapproval for each matter or group of related matters intended, at the time the proxy is
distributed, to be acted upon at the meeting for which the proxy is solicited. The proxy shall also
provide that when the person solicited specifies a choice with respect to any such matter, the vote
shall be cast in accordance therewith.
SECTION r4.9. CONDUCT OFMEETINGS. Meetings of members of the Cou¡gcr on Pusrrc
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E¡,¡cnrnEns shall be presided over by the chairperson of the board, or, if there is no chairperson, by
the president of the corporation or, in his or her absence, by the vice plesident of the corporation
or, in the absence of all of these persons, by a chairperson chosen by a majority of the voting
members, present in person or by pro)ry. The secretary of the corporation shall act as secretary of
all meetings of members, provided that, in his or her absence, the presiding officer shall appoint
another person to act as secretary of the meeting.

Meetings shall be governed by Robert's Rules of Order NewlSr Revised, roth Edition, as such rules
may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with
these Bu-ews, with the Anrrcr,Es or lruconpoRATroN of this corporation, or with any provision of
law.
SECTION t4.to.ACTION BYWRITTEN BALLOT \IVITHOUT A MEETING. Any action which
maybe taken at any regular or special meeting of members of the CouNcu, or Pusrrc E¡,¡cnrnnns
may be taken without a meeting if the corporation distributes a rvritten or electronic ballot to each
member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an
opportunity to specify approval or disapproval of each proposal, provide that where the person
solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance
therewith, and provide a reasonable time within which to return the ballot to the corporation.
Balìots shall be mailed or emailed or delivered in the manner required for giving notice of rneetings
specified in Section r4.4 of this Article.

All rvritten or electronic ballots shall also indicate the number of responses needed to meet the
quorum requirement and, except for ballots soliciting votes for the election of trustees, shall state
the percentage of approvals necessary to pass the measure submitted. The ballots must specify the
time by which they must be received by the corporation in order to be counted.
Approval of action by written or electronic ballot shall be valid only when the number of votes cast
by ballot within the time period specified equals or exceeds the quorum required to be present at a
meeting authorizing the action, and the number of approvals equals or exceeds the number of
votes that would be required to approve the action at a meeting at which the total number of votes
cast was the same as the number of votes cast by ballot.
Trustees may be elected by written or electronic ballot. Such ballots for the election of trustees
shall list the persons norninated at the time the ballots are mailed or emailed or delivered. If any
such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority
to vote for the election of trustees is withheld, they shall not be counted as votes either for or
against the election of a trustee.
A written or electronic ballot may not be revoked after its receipt by the corporation or its deposit
in the mail, whichever occurs first.

SECTION t4.aL REASONABLE NOMINATION AND ELECTION PROCEDURES. This
corporation shali make available to members reasonable nomination and election procedures with
respect to the election of trustees by members. Such procedures shall be reasonable given the
nature, size, and operations of the corporation, and shall include:

a. A reasonable means of nominating persons for election

b.

as

trustees.

A reasonable opportunity for a nominee to communicate to the members the nominee's
qualifications and the reasons for the nominee's candidacy.

c. A reasonable opportunity for all nominees to solicit votes.

d. A reasonable opportunity for all members to choose among the nominees. Upon the rvritten
request by any nominee for election to the board and the payment with such lequest of the
reasonable costs of mailing (including postage), the corporation shall, within ten (ro)
business days after such request (provided payment has been made) mail or email to all
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members or such portion of them that the nominee may reasonably specify, any material
which the nominee shall furnish and which is reasonably related to the election, unless the
corporation within five business days after the request allows the nominee, at the
corporation's option, the right to do either of the following:
r. inspect and copy the record of all members' names, addresses, and voting rights, at
reasonable times, upon five business days' prior written demand upon the
corporation, which demand shall state the purpose for which the inspection rights are
requested; or

z.

obtain from the secretary, upon rryritten demand and payment of a reasonable charge,
a list of the names, addresses, and voting rights of those members entitled to vote for
the election of trustees, as of the most recent record date for which it has been
compiled or as of any date specified by the nominee subsequent to the date of
demand.

The demand shall state the purpose for which the list is requested and the membership list shall be
made available on or before the later of ten (ro) business days after the demand is received or after
the date specified therein as the date as of which the list is to be compiled.

If the corporation distributes any written or electronic election material soliciting votes for any
nominee for trustee at the corporation's expense, it shall rnake available, at the corporation's
expense, to each other nominee, in ol with the same material, the same amount of space that is
provided any other nominee, with equal prominence, to be used by the nominee for a purpose
reasonably related to the election.
Generally, any person who is qualified to be elected to the Board of Trustees shall be nominated at
the annual meeting of members of the Cou¡¡cu- or Pr-rsI,rc ENcnrsnns held for the purpose of
electing trustees by any member present at the meeting in person or by proxy. However, if the
corporation has five hundred (Soo) or more members of the Coumcn on Prmrrc Ewcnrnnns, any of
the additional nomination procedures specified in subsections and of Section 5zer of the
Cerrnonrvre No¡vpnorrr Pusr,rc Brxonrr ConponanroN Lew maybe used to nominate persons for
election to the Board of Trustees.

If this corporation has five thousand (b,ooo) or more members of the Cou¡.¡cn on Pusr,rc
Ervcnrrnns, then the nomination and election procedures specified in Section 55zz of the
C.a'r,monrvra Norwnorrr Conponerro¡.r Lew shall be followed by this corporation in nominating and
electing persons to the Board of Trustees.
SECTION t4.l^z.. ACTION BY UNANIMOUS WRITTEN CONSENT \MITHOUT MEETING.
Except as otherwise provided in these Brr,aws, any action required or permitted to be taken by the
members maybe taken without a meeting, if all members shall individually or collectively consent
in vwiting to the action. The written consent or consents shall be filed with the minutes of the
proceedings of the members. The action by written consent shall have the same force and effect as
the unanimous vote of the members.
SECTION :.4.LB. RECORD DATE FOR MEETINGS. The record date for purposes of determining
the members entitled to notice, voting rights, written ballot rights, or any other right with lespect
to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section
56rr of the Cer,monrvre NorvpRoFm Pr-rrr,rc Bnrvrnrr Conponanro¡¡ Law.
IJr.iewnvrous Cor.rsnNr oF THB

Boeno or Tnus-rnns oF Puerrc.Rnsouncn.Onc, hvc.

We, the undersigned, are all of the persons named as the initial trustees of Public.Resource.Org,
Inc., a California nonprofit corporation, and, pursuant to the authority granted to the trustees by
these Brr-ews to take action by unanimous written consent without a meeting, consent to, and
hereby do, adopt the foregoing Bvr-ews, consisting of r file, as the Brr-e.ws of this corporation.
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Dated:

Hal R. Varian, Trustee of Public.Resource.Org,
Inc.
Randy Bush, Trustee of Public.Resource.Org, Inc.
Carl Malamud, Trustee of Public.Resource.Org,
Inc.

CsnrrFrcarroN oF rrrn IwconpoRAToR
This is to certify that the foregoing is a true and correct copy of the Brr-¿.ws of
Public.Resource.Org, Inc. and that such Brr-ews were duly adopted by the Board of Trustees of
said corporation on the date set forth below.
Dated:
, Carl Malamud,

Public. Reso urce. Org, Inc.

Last reuised: WedApr t8 o8:43:24 PDT zooT

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Incorporator of