BYLAWS OF
Corporation for Education Network Initiatives in California
A California Nonprofit Public Benefit Corporation

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(Amended February 14, 2007)

ARTICLE I
NAME OF CORPORATION

The name of this corporation is Corporation for Education Network Initiatives in California. The corporation is also known as and referred to as CENIC.

ARTICLE II
OFFICES

Section 2.1 Principal Office

The principal office for the transaction of the business of the corporation shall be located at 5757 Plaza Drive, Suite 205, Cypress, California 90630, in Orange County, California. The Board of Directors (Board) may change the principal office from one location to another, and this section shall be amended accordingly.

Section 2.2 Other Offices

The Board may at any time establish branch offices at any place or places where the corporation is qualified to conduct its activities.

ARTICLE III
ASSOCIATES

Section 3.1 No Statutory Members

The corporation shall have no statutory members. The corporation shall have associates. Associates shall be institutions of higher education, non-profit research institutions and/or commercial research institutions.

Section 3.2 Classes of Associates

The corporation may have classes of associates. The initial class of associates shall be designated as Charter Associates. The opportunity to become a Charter Associate is an opportunity limited to the University of California, the California State University, the California Institute of Technology, and Stanford University, the University of Southern California, the California Community Colleges and the California K-12 system. Each of these institutions will become a Charter Associate upon written application executed by the Chief Executive Officer or other duly authorized officer of such institution.

Section 3.3 Rights of Associates

Associates shall have no rights or privileges other than those which are provided for by the Board. They shall have no rights to elect or appoint directors, except as explicitly provided for in these bylaws.

Section 3.4 Dues and Assessments

Each associate shall pay annual dues as determined from time to time by the Board. At its required annual meeting, the Board shall set annual dues for the subsequent CENIC fiscal year. Annual dues shall not become an obligation of any associate until the commencement of the fiscal year for which they are assessed and no sooner than ninety (90) days from the date of written notification of the Board’s action establishing such dues.

In addition, from time to time, the Board may vote a special assessment to be paid by associates, provided that such special assessment shall not become an obligation of any associate earlier than ninety (90) days from the date the corporation notifies the associates, in writing, of the special assessment.

All votes on dues and special assessments, in order to constitute a valid and binding action of CENIC, shall require an affirmative vote of not less than a majority of the number of directors then in office, including in such majority, not less than three quarters (rounded up to the next highest whole number) of the Charter Directors (as appointed in Section 4.3 below) then in office.

Section 3.5 Withdrawal by Associates

Any associate may withdraw from the corporation after giving not less than sixty (60) days’ prior written notice to the president or chair of its election to withdraw. The corporation shall not be required to reimburse such withdrawing associate for any portion of dues, assessments or amounts paid, nor to relieve such withdrawing associate of any obligation of such associate which has accrued on or before the effective date of such associate’s withdrawal.

Section 3.6 Termination of Association

The Board may terminate the association of any associate if such associate is more than one hundred and twenty (120) days in arrears in the payment of any dues or other financial obligation or breaches or violates any provision of the corporation’s bylaws, policies or procedures or any contract it has with the corporation.

ARTICLE IV
DIRECTORS

Section 4.1 Powers

• General Corporate Powers. The business and affairs of the corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board.
• Specific Powers. Without prejudice to their general powers, the directors shall have the power to:
  1. select and remove the officers of the corporation; prescribe any powers and duties for them that are consistent with the law, with the articles of incorporation, and with these bylaws; and fix their compensation, if any.
  2. change the principal business office from one location to another; cause the corporation to be qualified to do business within or outside California, and to conduct business within or outside the state of California; and designate any place within or outside the State of California for the holding of any meeting.
  3. adopt, make, and use a corporate seal and alter the form of the seal.
  4. borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities.

Section 4.2 Number Of Directors

The authorized number of directors shall be not less than four (4) nor more than twenty (20) as the Board shall determine.

Section 4.3 Appointment, Election And Term Of Office Of Directors

• There shall be three categories of directors, Charter Directors, Outside Directors, and an Ex Officio Director. Charter Directors and Outside Directors shall have the same voting rights. The Ex Officio Director shall not be a voting member of the Board. References in any provision of these bylaws to “directors,” “members of the Board,” or the “Board” shall include Charter Directors, Outside Directors, and the Ex Officio Director.
• Each Charter Associate shall appoint Charter Directors as follows:
  • the University of California President shall be the only person authorized to appoint three Charter Directors.
  • the California State University Chancellor shall be the only person authorized to appoint three Charter Directors.
  • the Presidents of the California Institute of Technology, Stanford University, and the University of Southern California shall be the only persons authorized to appoint one Charter Director each.
  • the Chancellor of the California Community Colleges shall be the only person authorized to appoint three Charter Directors.
  • the Superintendent of Public Instruction shall be the only person authorized to appoint three Charter Directors, at least one of which shall be the Superintendent or an appointee from the State Department of Education.
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• The exact number of Outside Directors shall be determined from time to time by the Board. There shall be not more than four (4) Outside Directors.
• Outside Directors may be elected at any meeting of the Board on the nomination of at least two (2) Charter Directors. Outside Directors shall be elected by not less than a majority of the number of voting directors then in office, at any meeting of directors, or by written consent of the Board as authorized by Section 4.12 of these bylaws.
• The president of CENIC shall serve as a non-voting member of the Board in his or her ex officio capacity for as long as he or she holds that position (the “Ex Officio Director”).
• Elections and appointments to the Board shall be for the term of two (2) years. Upon expiration of such term, vacancies shall be filled by appointment or election as set forth above in Section 4.3. The provisions of this Section 4.3(f) shall not apply to the Ex Officio Director.

Section 4.4 Qualification Of Directors

Any person 18 years of age or older may be appointed or elected to serve as a director. Directors need not be residents of the State of California.

Section 4.5 Resignation Or Removal Of Directors

• Resignation. Except as provided in this Section 4.5(a), any director may resign, which resignation shall be effective on giving written notice to the Chair, the President, or the Secretary, unless the notice specifies a later time for the resignation to become effective. No director may resign when the corporation would then be left without a duly appointed or elected director or directors in charge of its affairs.
• Removal.
  1. Any director may be removed, with or without cause, by the vote of not less than a majority of the number of voting directors then in office, the vote to be taken at a special meeting called for that purpose, or at any regular meeting, provided notice of that meeting and of the removal question are given as provided in Section 4.8(b); any vacancy caused by the removal of a director shall be filled as provided in Section 4.5(c).
  2. The following provisions are intended to deal with a situation when directors do not attend meetings. Attendance is defined to mean the presence of the director at a Board or Board committee meeting. It is the Board’s intention that all directors participate actively in the conduct of the corporation’s affairs. Accordingly, any director who does not attend two successive Board meetings or who misses more than three Board meetings in any twelve-month period will automatically be removed from the Board without Board resolution unless one of the following circumstances obtains:
     • the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting. If such a leave is granted, the number of Board members will be reduced by one in determining whether a quorum is or is not present.
     • the director suffers from an illness or disability which prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this Section 4.5(b) (2).
     • by resolution, the Board agrees to reinstate the removed director.
     
     
• Filling of Vacancies. Any vacancy caused by the death, resignation, or removal of a director shall be filled pursuant to Section 4.3. In the event of the death, resignation, or removal of a Charter Director, the person who, as set forth in Section 4.3(b), is the only person authorized to appoint that Charter Director shall be notified and shall be requested to appoint a replacement within sixty (60) days, pursuant to Section 4.3(b).

Section 4.6 Place of Meetings; Meetings by Telephone or Electronic Video Screen Communication

Regular meetings of the Board may be held at any place within or outside the State of California, as designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation. In addition, a meeting of the Board may be held at any place consented to in writing by all Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting may be held by conference telephone or similar communication equipment, including by “electronic video screen communication”, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting. As with all meetings of the Board, the quorum requirements of Section 4.9 shall apply.

Section 4.7 Annual Meetings

The Board shall hold an annual meeting at a time and place designated by the Board for transacting regular business. Such required meeting shall take place not less than ninety (90) days prior to the start of the subsequent CENIC fiscal year. Notice of these meetings shall be given by first-class mail, postmarked not less than thirty (30) nor more than forty (40) days in advance thereof, except that any director may waive notice as provided in Section 4.8(c).

Section 4.8 Special Meetings

• Authority to Call. A special meeting of the Board for any purpose may be called at any time by the chair of the Board (chair), the president, or any two directors.
• Notice. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (1) by personal delivery of written notice at least forty eight (48) hours prior to the meeting, (2) by first-class mail, postage prepaid, at least twenty-one (21) days in advance of such meeting, (3) by telephone notice, given at least twenty-one (21) days in advance, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director, (4) by telegram, charges prepaid, given at least twenty-one (21) days in advance of such meeting, or (5) by electronic mail (email) notice, given at least twenty-one (21) days in advance to the recipient on record with the corporation. All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the corporation.
• Waiver of Notice. The transactions of any special meeting of the Board, however called and noticed and wherever held, shall be as valid as though taken at a regular meeting duly held after proper notice if (a) a quorum is present, and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approval shall be filed with the corporation records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about lack of adequate notice.

Section 4.9 Quorum and Votes

Except to adjourn as provided in Section 4.10, a quorum of the Board for the transaction of business consists of not less than a majority of the voting directors then in office, including in such majority, at least two thirds (rounded up to the nearest whole number) of the number of Charter Directors then in office. Except for amendments to these bylaws, which shall require the approval of a majority of the number of voting directors then in office, every act or decision done or made by a majority of the voting directors present at a meeting held at which a quorum is present shall be regarded as an act of the Board, subject to the provisions of the California Nonprofit Public Benefit Corporation Law including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board, and (d) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any director, if any action taken is approved by at least a majority of the quorum required for a meeting.

Section 4.10 Adjournment

A majority of the voting directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 4.11 Notice Of Adjourned Meeting

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Such notice may be waived in the same manner as set forth under Section 4.8(c).

Section 4.12 Action Without Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to that action, provided, however, that the consent of any director who is an “interested director” as defined in Section 5233 of the California Corporations Code, shall not be required for approval of the transaction. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 4.13 Compensation Of Non-Ex Officio Directors

Directors may receive reimbursement of expenses as may be determined by resolution of the Board to be just and reasonable. Directors shall not otherwise be compensated.

Section 4.14 Restriction On Interested Directors

Not more than 49% of the persons serving on the Board at any time may be interested persons. An interested person is any person who is (a) a person compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, but excluding reasonable compensation paid to a director as director; (b) a shareholder, employee or officer of any corporation, or partner or employee of any partnership, which has rendered compensated services to the corporation within the previous twelve (12) months with the exception that Charter Associates may render compensated services to the corporation without prejudice; or (c) a brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) hereof. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the corporation.

ARTICLE V
COMMITTEES

Section 5.1 Committees Of Directors

The Board, by resolution adopted by a majority of the voting directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more voting directors to serve at the pleasure of the Board. Except for the finance committee, advisory committees, and, in the manner provided below, the audit committee, no person who is not a voting director of the corporation shall serve on a committee of the corporation. Notwithstanding the foregoing, the Ex Officio Director may participate as a nonvoting member of any committee to the extent approved by the Board. No such committee shall be comprised solely of directors representing any one associate. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:

• fill vacancies on the Board or on any committee that has the authority of the Board;
• fix compensation of the directors for serving on the Board or on any committee;
• amend or repeal bylaws or adopt new bylaws;
• amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
• create any other committees of the Board or appoint the members of the committees of the Board;
• expend corporate funds to support a nominee for director; or
• approve any contract or transaction to which the corporation is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in Section 5233(d)(3) of the California Corporation Code.

Section 5.2 Committee Rules

Neither the Board nor any member of the Board may adopt rules for any committee inconsistent with the provisions of these bylaws.

Section 5.3 Executive Committee

The Board may appoint two (2) or more voting directors and the chair to serve as the executive committee of the Board. The executive committee, unless limited by a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the corporation between meetings of the Board, provided, however, that the executive committee shall not have authority to take any of the actions referenced in Section 5.1.

Section 5.4 Audit Committee

The Board shall appoint three (3) or more individuals to serve as the corporation’s audit committee. The corporation’s audit committee may include persons who are not directors, but may not include any member of the staff of the corporation, including without limitation the president or the treasurer. If the corporation has a finance committee, it must be separate from the audit committee. Members of the finance committee may serve on the audit committee; however, the chairperson of the audit committee may not be a member of the finance committee and members of the finance committee shall constitute less than one-half of the membership of the audit committee. Members of the audit committee shall not receive any compensation from the corporation in excess of the compensation, if any, received by members of the Board for service on the Board and shall not have a material financial interest in any entity doing business with the corporation.

Subject to the supervision of the Board, the audit committee shall be responsible for recommending to the Board the retention and termination of the corporation’s independent auditor and may negotiate the independent auditor's compensation on behalf of the Board. The audit committee shall confer with the auditor to satisfy its members that the financial affairs of the corporation are in order, shall review and determine whether to accept the audit, shall assure that any nonaudit services performed by the auditing firm conform with standards for auditor independence referred to in Section 12586(e) (1) of the California Government Code, and shall approve the performance of nonaudit services by the auditing firm.

Section 5.5 Advisory Committees

The Board may appoint committees to advise the Board on matters relating to the Board’s activities. The members on such advisory committees need not all be directors of the corporation. The Board shall determine the activity and composition of such committees, and the terms of office of committee members. The corporation shall have three initial advisory committees: the “technical advisory committee,” the “business advisory committee,” and the “academic advisory committee.”

ARTICLE VI
OFFICERS

Section 6.1 Officers

The corporation shall have the following officers: chair, president, secretary, and treasurer, and such other officers as the Board may designate. Except for the chair, officers need not be directors. One person may not hold two offices, except that (i) one person may simultaneously hold the offices of treasurer and secretary, and (ii) one person may simultaneously hold the offices of chair and president

Section 6.2 Election Of Officers

The officers of the corporation, except those appointed in accordance with the provisions of Section 6.3 of this Article, shall be chosen by the Board. Each shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under a contract of employment with the corporation.

Section 6.3 Subordinate Officers

The Board may appoint, and may authorize the president or any other officer to appoint, any other officers that the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified by the bylaws or determined from time to time by the Board.

Section 6.4 Removal Of Officers

Without prejudice to an officer’s rights, if any, under any contract of employment with the corporation, any officer may be removed, with or without cause, by the Board and also, if the officer was not chosen by the Board, by an officer on whom the Board may confer that power of removal.

Section 6.5 Resignation Of Officers

Any officer may resign at any time by giving written notice to the Board, the president, or the secretary of the corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the resignation need not be accepted in order to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 6.6 Vacancies In Office

A vacancy in any office because of death, resignation, removal, disqualifications, or any other cause, shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.

Section 6.7 Responsibilities Of Officers

• Chair of the Board. The chair shall preside at meetings of the Board and meetings of the executive committee. The chair shall have such other powers and duties as may be prescribed by the Board. The chair, acting within approved resolutions and policies prescribed by the Board, shall provide general guidance and oversight to the president, shall see that the Board is advised on all significant matters of the corporation’s business, and shall see to it that all orders and resolutions of the Board are carried into effect. The chair shall be empowered to act, speak for, or otherwise represent the corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the articles of incorporation and these bylaws. The chair may take no action which requires a vote of the Board.
• President and CEO. Subject to the supervisory powers given to the chair, and subject to the control of the Board, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers. The president shall carry into effect all orders and resolutions of the Board, and may act, speak for, or otherwise represent the corporation within the boundaries of policies and purposes established by the Board and as set forth in the articles of incorporation and these bylaws. The president shall be responsible for keeping the Board informed at all times of staff performance and other key matters related to program objectives, and for implementing any personnel policies adopted by the Board.
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• Secretary. The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board and committees of the Board. The minutes shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, how it was authorized, how notice was given, the names of those present at such meetings, and a documentation of the proceedings of such meetings.
• Treasurer.
  1. Deposit and Disbursement of Money and Valuables. The treasurer shall deposit or cause to be deposited all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may be designate; shall disburse the corporation’s funds as the Board may order; shall render to the president and directors, whenever they request it, an account of all financial transactions and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the Board or the bylaws.
  2. Bond. If required by the Board, the treasurer shall give the corporation a bond in the amount and with the surety specified by the Board for the faithful performance of the duties of his or her office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.

Section 6.8 Review of Compensation

The Board or an authorized committee of the Board shall review and approve the compensation, including benefits, of the president, CEO, and treasurer, if any, to assure that it is just and reasonable. This review and approval shall occur initially upon the hiring of the officer, whenever the term of employment, if any, of the officer is renewed or extended, and whenever the officer's compensation is modified. Separate review and approval shall not be required if a modification of compensation extends to substantially all employees of the corporation.

ARTICLE VII
RECORD AND REPORTS

Section 7.1 Maintenance Of Articles And Bylaws

The corporation shall keep at its principal office in California the original or a copy of the articles of incorporation and bylaws, as amended to date.

Section 7.2 Maintenance Of Other Corporate Records

The corporation shall also keep, at its principal office in California, the accounting books, records, and minutes of the proceedings of the Board and committee(s) of the Board. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form. The corporation shall also keep, at such place, a record of each director’s name and address.

Section 7.3 Inspection By Directors

Every director and/or his or her agent or attorney shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation. This right of inspection includes the right to copy and make extracts of documents.

Section 7.4 Annual Report and Statement Of Certain Transactions And Indemnification

The corporation shall prepare and mail or deliver to each director an annual report and statement of the amount and circumstances of any transaction or indemnification in which the corporation was a party, and in which any director or officer of the corporation, had a direct or indirect financial interest and any such additional information, as required by Sections 6321 and 6322 of the California Corporations Code.

ARTICLE VIII
AVOIDANCE OF SELF-DEALING TRANSACTIONS

Section 8.1 Transactions Between The Corporation And Directors Or Officers Who Have A Material Financial Interest In The Transaction

• Each director has a duty of loyalty to the corporation and shall perform the duties of a director in good faith and in a manner such director believes to be in the best interests of the corporation.
• If a director has a direct or indirect material financial interest in any contract or other transaction to which the corporation is a party, then the Board shall approve such transactions only after it first determines that:
  1. the material facts regarding such director’s or officer’s financial interest in such contract or transaction and/or financial interest are fully disclosed in good faith and are noted in the minutes, or are known to all members of the Board prior to consideration by the Board of such contract or transaction;
  2. such contract or transaction is authorized in good faith by a majority of the number of voting directors then in office, without counting the vote or votes of such interested director(s);
  3. prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and
  4. the corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to the corporation at the time the transaction is entered into.
  
  
• The provisions of this Section 8.1 do not apply to a transaction which is part of an educational or charitable program of the corporation provided it: (i) is approved or authorized by the Board in good faith and without unjustified favoritism, and (ii) results in a benefit to one or more directors or officers or their families solely because they are in the class of persons to be benefited by the educational or charitable program of this corporation.

Section 8.2 Loans To Directors And Officers

The corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Attorney General of the State of California; provided, however, that the corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such director or officer, provided that in the absence of such advance such director or officer would be entitled to be reimbursed for such expenses by the corporation, and such director or officer accounts to the corporation for such advance. The foregoing is not intended to prohibit the corporation from making a loan to a compensated officer as part of that officer’s reasonable compensation, to the extent permitted by applicable law.

ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 9.1 Right To Indemnification

The corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an “agent,” as defined in Section 5238(a) of the California Corporations Code, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” as defined in Section 5238(a).

In determining whether indemnification is available to the agent, the determination as to whether the applicable standard of conduct set forth in Section 5238 has been met shall be made by a majority vote of a quorum of voting directors who are not parties to the proceeding. If the number of directors who are not parties to the proceeding is less than two-thirds of the total number of voting directors then in office at the time the determination is to be made, the determination as to whether the applicable standard of conduct has been met shall be made by the court in which the proceeding is or was pending.

The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 9.2 Insurance

The corporation shall have the right to purchase and maintain insurance on behalf of any “agent”, as defined in Section 5238(a) of the California Corporations Code, against any liability asserted against or incurred by such person in such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 9.1 of these bylaws; provided, however, that the corporation shall have no power to purchase and maintain such insurance to indemnify any such person for any self-dealing transactions, as defined in Section 5233.

ARTICLE X
FISCAL YEAR

The fiscal year of the corporation shall be July 1 through June 30.

ARTICLE XI
CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular.

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