Bylaws of the
Latino Institute for Development,
Education & Responsibility
(LIDER)

ARTICLE 1
OFFICES

SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Orange County, State of California. The initial office is located at 228 Sonoma Aisle, Irvine, CA 92618.

SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors (“Board”) may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
____________________ Dated: ________, 20__
____________________ Dated: ________, 20__
____________________ Dated: ________, 20__

SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without California, where it is qualified to do business, as its business and activities may require, and as the Board may, from time to time, designate.

ARTICLE 2
NONPROFIT PURPOSES

SECTION 1. IRC SECTION 501(C)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be:
(a) Develop and implement programs that instill a positive self-image and empower Latinos with an increased ability to achieve their American Dream;
(b) Provide materials and programs to increase enrollment, retention and graduation rates of Hispanics from educational institutions across the United States.
(c) Contribute Spanish-language books and audiobooks to public libraries in the areas of personal and professional development; and increase awareness of library resources within Latino communities.
(d) Provide educational materials, training manuals and workshops to non-profit organizations and other groups, to enhance their ability to better serve Latino communities.

ARTICLE 3
DIRECTORS

SECTION 1. NUMBER
The corporation shall have nine directors and collectively they shall be known as the Board. The Board may change the number of directors as it deems necessary by duly adopted Board resolution.

SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state. No more than 49 percent of the persons serving on the Board may be “interested persons.” An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as an employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, or in-law of such person. However, any violation of the paragraph shall not affect the validity or enforceability of transaction entered into by the corporation.

Other qualifications for directors of this corporation shall be as follows:
Five Board positions shall be filled by representatives of Hispanic-owned companies or organizations or other individuals dedicated to improving the quality of life for Hispanics in the United States; in addition, some Board positions may be filled by active librarians from any city, state or regional public library system in the United States; educators or administrators from educational institutions; and representatives from other Latino organizations.

SECTION 3. POWERS
Subject to the provisions of the laws of California and any limitations in the Articles of Incorporation and these Bylaws, 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.

SECTION 4. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws or by circumstances;
(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed, faxed, or sent by electronic mail to them at such addresses shall be valid notices thereof;
(f) Contribute their knowledge and expertise to execute a strategic plan designed to promote, implement and successfully complete the programs developed by the organization;
(g) Demonstrate a dedication to the mission and vision of the organization.
In exercising his or her duties, as provided in Section 5233 of the California Corporations Code, no director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this corporation, unless: (a) the material facts regarding that director’s financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board prior to the Board’s consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote of the interested director; (c) before authorizing or approving the transaction the Board considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.

SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of two years and until his or her successor is elected and qualifies. In order to produce staggered terms, the initial directors shall be divided into two classes, one of which will serve one year terms and the other will serve two year terms. Directors may be re-elected for successive two-year terms.

SECTION 6. COMPENSATION
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the Board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board, or at such other place as may be designated from time to time by resolution of the Board. Meetings may be held by teleconference or by video conference when this procedure is approved in advance by a majority of directors at a duly noticed meeting of the Board at which a quorum was present, or by five-day advance written notice to all directors with a majority of directors filing written consents thereto, which consents for such meetings shall be filed in the meeting minutes.

SECTION 8. REGULAR MEETINGS
Regular meetings of directors shall be held on the 15th day of the months of January, April, July and October at 9:00 AM (Pacific Time), unless such day falls on Sunday or a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day or on an alternate day as determined by the directors, provided that the Board may by resolution duly adopted amend the date, time, and place of regular meetings of the directors.

This corporation makes no provision for members; therefore, at the regular meeting of directors held on January 15th of every year, or the meeting closest to this date, directors shall be elected by the Board. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the Board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the Board.

SECTION 9. SPECIAL MEETINGS
Special meetings of the Board may be called by the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board:
(a) Regular Meetings. No notice need be given of any regular meeting of the Board.
(b) Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine or by electronic mail, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or electronic mail notification, the director to be contacted shall acknowledge personal receipt of the facsimile or electronic mail notice by a return message or telephone call within twenty four hours of the first facsimile or electronic mail transmission.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the members of the Board then in office.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

SECTION 12. MAJORITY ACTION AS BOARD ACTION
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, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board. Voting by proxy shall not be allowed.

SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board shall be presided over by the Chairperson of the 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 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 his or her absence, the presiding officer shall appoint another person to act as secretary of the Meeting.
Meetings shall be governed by such procedures as may be approved from time to time by the Board, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

SECTION 14. VACANCIES
Vacancies on the Board shall exist (a) on the death, resignation or removal of any director, and (b) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the President, the Secretary, or the Board, 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 a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state when the removal is approved by a majority of the directors then in office.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by approval of the Board. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board or until his or her death, resignation or removal from office.

SECTION 15. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. The corporation’s employees and other persons described in Corporations Code section 5238(a), including persons formerly occupying such positions, may be indemnified at the option of the Board. On written request to the Board by any person seeking indemnification under Corporations Code section 5238(b) or section 5238(c), the Board shall promptly decide under Corporations Code section 5238(c) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or section 5238(c) has been met and, if so, the Board shall authorize indemnification.

SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

ARTICLE 4
OFFICERS

SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board.

SECTION 2. QUALIFICATIONS
Any person over the age of eighteen may serve as officer of this corporation. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as either the President or the Chairperson of the Board.

SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board, at any time. Any officer may resign at any time by giving written notice to the Board 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 any conflicting terms of a contract which has been approved or ratified by the Board relating to the employment of any officer of the corporation.

SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board. 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.

SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board. Unless another person is specifically appointed as Chairperson of the Board, the President shall preside at all meetings of the Board. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, grant applications and related documents, checks, or other instruments which may from time to time be authorized by the Board.

SECTION 7. DUTIES OF VICE 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 all 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 Articles of Incorporation, by these Bylaws, or as may be prescribed by the Board.

SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
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 directors, and, if applicable, meetings of committees of directors 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.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation, if any, and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board.

SECTION 9. DUTIES OF TREASURER
The Treasurer shall perform, or oversee and assume responsibility for the following functions:

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.
Receive, and give receipts for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board.
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, and unrestricted, temporarily restricted, and permanently restricted net assets.
Exhibit at all reasonable times the books of account and financial records to any director, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board.

SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.

ARTICLE 5
COMMITTEES

SECTION 1. COMMITTEE FORMATION
The corporation shall have such committees as may from time to time be designated by resolution of the Board. With the exception of the Executive Committee, these committees may include persons who are not also members of the Board, and shall act in an advisory capacity to the Board. Appointments to committees and designation of the committee chairperson shall be made by the President, with approval by the Board. There may be standing committees, ad hoc committees, and advisory boards, councils, and other groups as the Board determines.

SECTION 2. STANDING COMMITTEES
The standing committees shall be the Executive Committee, Fundraising Committee, Governance Committee, and Compliance Committee.

a) Executive Committee This committee shall consist of the Directors who are the officers of the corporation and such additional Directors, if any, as the Board from time to time determines. The Executive Committee shall be responsible for planning, personnel and budget functions. The Executive Committee shall meet monthly to consider matters to be brought before the Board, and to address matters which require attention between Board meetings. The Executive Committee shall report its actions and, as appropriate, obtain approval or ratification by the Board for such actions.

To the extent permitted by law and expressly provided in these Bylaws or resolution of the Board, the Executive Committee shall have all the authority of the Board, except that no committee, regardless of Board resolution, may (1) take any final action on matters that, under the Corporations Code, also required Board approval; (2) fill vacancies on the Board or in any committee that has the authority of the Board; (3) fix compensation of the Directors for serving of the Board or on any committee; (4) amend or repeal Bylaws or adopt new Bylaws; (5) appoint any other committee that has the authority of the Board or appoint members of such committees; (6) expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected: or (7) approve any transaction to which this corporation and one or more directors have a material interest, or between this corporation and another corporation, firm, association or other entity in which one or more directors of this corporation are directors or have a material financial interest.

b) Fundraising Committee. This committee shall explore a wide array of funding possibilities for this corporation, especially including grant opportunities. It shall establish annual fund development plans and goals for the corporation, and shall serve as a resource to and participate with the corporation staff in investigating and pursuing funding sources.

c) Governance Committee. The Governance Committee is responsible for recruiting, screening, recommending candidates for election to the Board,
and orienting new Board members, preparing the slate of officers, and developing skills workshops for directors as needed.

d) Compliance Committee It is anticipated that this corporation may from time to time engage in transactions with “interested persons,” as defined in Article 3, Section 2 of these Bylaws. This committee is formed pursuant to Corporations Code section 5233(d)(3) which provides that the provisions of Corporations Code section 5233(d)(2) stated in Article 3, section 4 of these Bylaws may be satisfied by a committee authorized by the Board to approve a transaction in a manner consistent with these standards when it is not reasonably practicable to obtain approval of the Board prior to entering into the transaction, provided the Board, after the Board determines in good faith that these provisions were satisfied, ratifies the transaction at its next meeting by a vote of the majority of the Directors then in office without counting the vote of the interested director. This committee shall consist of at least three members who are not “interested persons” as defined in Article 3, Section 2 above.

SECTION 3. AD HOC COMMITTEES
The corporation may from time to time establish one or more Ad Hoc Committees to assist the Board and the Board Committees. Chairpersons of Ad Hoc Committees shall be appointed by the President subject to approval of the Board. No Ad Hoc Committee shall have any authority of the Board. Each Ad Hoc Committee chairperson, in consultation with the President, shall select members to their Ad Hoc committee. At least one member of each Ad Hoc Committee shall be a member of the Board.

SECTION 4. ADVISORY BOARDS, COUNCILS AND OTHER GROUPS
The corporation may, upon Board duly adopted resolution, establish such advisory boards, councils, auxiliaries or other groups to further the mission of the corporation and support its specific objectives and purposes, as from time to time established by the Board.

SECTION 5. MEETINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board or by the committee. The Board 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 Bylaws.

ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS
The Board, except as otherwise provided in these Bylaws, 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 or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board, 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 and countersigned by the President of the corporation.

SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select.

SECTION 4. GIFTS
The Board may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

SECTION 5. LOANS
This corporation shall not lend any money or property to or guarantee the obligation of any director or officer without the approval of the California Attorney General; provided, however, that the corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the corporation.

ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
(a) Minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, 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 copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL
The Board may, but is not required to, 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 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 4. RIGHT TO COPY AND 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 shall include the right to copy and make extracts.

SECTION 5. PERIODIC REPORT
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state to be so prepared and delivered within the time limits set by law.

ARTICLE 8
IRC 501(C)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board.

ARTICLE 10
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation filed by the corporation with the California Secretary of State. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code. All references in these Bylaws to a section or sections of the Corporations Code shall be to such sections of the California Corporations Code as amended from time, or to corresponding provisions of any future California code.