Bylaws

Bylaws of Friends of Sepulveda Basin Off-Leash Dog Park

A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION

Article I – Name, Purpose.

Section 1: The name of the organization is Friends of Sepulveda Basin Off-Leash Dog Park
(Corporation).

Section 2: The corporation is organized specifically to support the operations, management and
community of the Sepulveda Basin Off-Leash Dog Park of the City of Los Angeles, California in the
Sepulveda Basin Recreation Awrea.

Article ll – Membership.

Section l: Membership shall consist only of the members of the board of directors.

Article lll – Nonpartisan Activities.

Section 1: This corporation has been formed under the California Nonprofit Public Benefit
Corporation Law for the purposes described herein above in Article l, and it shall be nonprofit and
nonpartisan. No substantial part of the activities of the corporation shallconsist of the publication
or dissemínation of materials with the purpose of attempting to influence legislation, and the
corporation shall not participate or intervene in any political campaign on behalf of any candidate
for public office or for or against any cause or measure being submitted to the people for a vote.

Section 2: The corporation shall not, except in an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of the purposes described above.

Article lV – Dedication of Assets.

Section 1: The property of this corporation is irrevocably dedicated to charitable purposes and no
part of the net income or assets of this corporation shall ever inure to the benefit of any director,
officer or member thereof or to the benefit of any private person, Upon the dissolution or winding
up of the corporation, its assets remaining after payment, or provision for payment, of all debts
and liabilíties of this corporation shall be distributed to a nonprofít fund, foundation or corporation
which is organized and operated exclusively for charitable purposes and whích has established its
tax exempt status under lnternal Revenue Code Section 501(cX3).

Article V – Board of Directors.

Section 1: Number. The corporation shall have not fewer than three (3) nor more than nine (9)
directors and collectively they shall be known as the board of directors. The number may be
changed by amendment of this bylaw, or by repealof this bylaw and adoption of a new bylaw, as
provided in these bylaws.

Section 2: Powers. Subject to the provisions of the California Nonprofit Public Benefit Corporation
law and any limitations in the articles of incorporation and bylaws relating to action required or
permitted to be taken or approved by the members, if any, of this corporation, the activities and
affairs of this corporation shallbe conducted and allcorporate powers shall be exercised by or
under the direction of thd board of directors.

Section 3: Duties. lt 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 of this corporation, or by these bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these
bylaws, prescribe the dutíes 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;
e. Register their addresses with the secretary of the corporation and notices of meetings
mailed or emailed to them at such addresses shall be valid notices thereof.

Sectíon 4: Terms of Office. Each director shall hold office until the next annual meeting for election
of the board of directors as specified in these bylaws, and until his or her successor ís elected and
qualifies.

Section 5: Compensation. Directors shall serve without compensation except that they shall be
allowed and paid actual and necessary expenses incurred in attending each meeting of the board
of directors. ln additíon, they shall be allowed reasonable advancement or reimbursement of
expenses incurred in the performance of their regular duties as specified in Section 3 of this
Article. Directors may not be compensated for rendering services to the corporation in any
capacity other than director unless such other compensation is reasonable and is allowable under
a. the provisions of Section 6 of this Article. Any payments to directors shall be approved in advance
in accordance with this corporation’s conflict of interest policy, as set forth in Article lX of these
bylaws,

Section 6. Restriction Regarding lnterested Directors. Notwithstanding any other provision of these
bylaws, not more than forty-nine percent) of the persons serving on the board may be
interested persons. For purposes of this Section, “interested persons” are defined in Article lX
Section 2 of these bylaws.

Section 7: Place of Meetings.
a) Location. Meetings may be held via electronic communications in which all parties to the meeting
may both hear and be heard at alltimes, or meetings may be held at the principal office of the
corporation unless otherwise provided by the board or at such place within or without the State
of California which has been designated from time to time by resolution of the board of directors.
ln the absence of such designation, any meeting not held at the principal office of the corporation
shall be valid only if held on the written consent of all directors given either before or after the
meeting and filed with the secretary of the corporation or after all board members have been
given written notice of the meeting as hereinafter provided for special meetings of the board.
b) Attendance. Any meeting, regular or special, may be held by conference telephone, electronic
video screen communication, or other communications equipment. Participation in a meeting
through use of conference telephone constitutes presence in person at that meeting so long as all
directors participating in the meeting are able to hear one another. Participation in a meeting
through use of electronic video screen communication or other communications equipment
(other than conference telephone) constitutes presence in person at that meeting if all of the
followíng apply:
1. Each director participat¡ng in the meeting can communicate with all of the other dírectors
concurrently;
2. Each director 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, a
specific action to be taken by the corporation; and
3. The corporation adopts and implements some means of verifying that a) all persons
participating ín the meeting are directors of the corporation or are otherwise entitled to
participate in the meeting, and b) that all actions of, or votes by, the board are taken and
cast only by directors and not by persons who are not directors.

Section 8: Regular and Annual Meetings. Each year, the board shall hold at least one meeting, at a
time and place fixed by the board, for the purposes of election of directors and officers, review and
approval of the corporate budget and transaction of other business. This meeting is sometimes
referred to in these bylaws as the “annual meeting.” Cumulative voting by directors for the
election of directors shall not be permitted. The candidates receiving the highest number of votes
up to the number of directors to be elected shall be elected. Each director shall cast one vote, with
voting being by ballot only. Additionally the board will hold at least two (2) regular meetings of the
board which may be held at such time and place as the board may fix from time to time by
resolution.

Section 9: Special Meetings. Special meetings of the board of directors may be called bythe
chairperson of the board, the president, the vice president, the secretary, or by any two directors,
and such meetings shall be held at the place, within or without the State of California, designated
by the person or persons calling the meeting, and in the absence of such designation, at the
principal office of the corporation.

Section 10: Notice of Meetings. Regular meetings of the board may be held without notice. Special
meetings of the board shall be held upon four (4)days’notice byfirst- class mailorforty-eight (48)
hours’ notice delivered personally or by telephone or email. lf sent by mail or email, the notice
shall be deemed to be delivered on its deposit in the mails or on its delivery by the email carrier.
Such notices shall be addressed to each director at his or her address as shown on the books ofthe
corporation or theír email address as provided by the director. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time and place of the
adjourned meeting are fixed at the meeting adjourned and if such adjourned meetíng is held no
more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of
any adjourned regular or special meeting to directors absent from the original meeting if the
adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

Section 11: Contents of Notice. Notice of meetings not herein dispensed with shall specify the
place, day, and hour of the meeting. The purpose of any board meeting need not be specifíed in
the notice.

Section 12: Waiver of Notice and Consent to Holding Meetings. The transactions of any meeting of
the board, however called and noticed or wherever held, are as valid as though the meeting had
been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present
and provided that either before or after the meeting each director not present signs a waiver of
notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers,
consents, or approvals shall be filed with the corporate records or made a part of the minutes of
the meeting.

Section 13: Quorum for Meetings. A quorum shall consist of one half of the current number of
directors, or two directors, whichever is greater. Except as otherwise provided in these bylaws or
in the articles of incorporation of this corporation, or by law, no business shall be considered by
the board at any meeting at which a quorum, 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 directors 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 lack of 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 L0 of this Article. The directors 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 withdrawal of directors from the
meeting, provided that any action thereafter taken 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
articles of incorporation or bylaws of this corporation.

Section 14: 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 of
directors, unless the articles of incorporation or bylaws of this corporation, or provisions of the
California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to
appointment of committees (Section 52121, approval of contracts or transactions in which a
director has a material financial interest (Section 5233), and indemnification of dírectors (Section
5238e), require a greater percentage or different voting rules for approval of a matter by the
board.

Section 15: Conduct of Meetings. Meetings of the board of directors 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, ín 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, Newly
Revised Edition, as such rules may be revised from time to time, insofar as such rules are not
inconsistent with or in conflict with these bylaws, with the articles of incorporation of this
corporation, or with provisions of law.

Section 16: Action by Unanimous Written Consent Without Meeting. Any action required or
permitted to be taken by the board of directors under any provision of law may be taken without a
meeting, if all members of the board shall individually or collectively consent in writing to such
action. Forthe purposes of this Section only, “all members of the board” shall not include any
“interested director” as defíned in Section 5233 of the California Nonprofit Public Benefit
Corporation 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 directors. Any certifícate 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 dírectors without a meeting and that the bylaws of this corporation
authorize the dírectors to so act, and such statement shall be prima facie evidence of such
authority.

Section 17: Vacancies. Vacancies on the board of directors shall exist (1) on the death, resignation,
or removal of any director, and (2) whenever the number of authorized directors is increased. The
board of directors may declare vacant the office of a director who has been declared of unsound
mind by a final order of court, or convicted of a felony, or been found by a final order or judgment
of any court to have breached any duty under Section 5230 and following of the California
Nonprofit Public Benefit Corporation Law. Directors may be removed without cause by a majority
of the directors in office. Any director may resign effective upon giving written notice to the
chairperson ofthe board, the president, the secretary, or the board of directors, unless the notice
specifies a later time for the effectiveness of such resignation. No director may resign if the
corporation would then be left without a duly elected director or directors 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 directors then in office is less than a quorum, by (1) the unanimous
written consent of the directors then in office, (2) the affirmative vote of a majority of the
directors then in office at a meeting held pursuant to notice or waivers of notice complying with
this Article of these bylaws, or (3) a sole remaining director.

Section 18: Nonliability of Directors. The dírectors shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.

Section 19: lndemnification by Corporation of Directors, Officers, Employees, and Other Agents. To
the extent that a person who is, or was, a director, officer, employee, or other agent of this
corporation has been successful on the merits in defense of any civil, criminal, administrative, or
investigative proceeding brought to procure a judgment against such person by reason of the fact
that he orshe is, orwas, an agent ofthe corporation, or has been successful in defense ofany
claim, issue, or matter, therein, such person shall be indemnified against expenses actually and
reasonably incurred by the person in connection with such proceeding. lf such person either
settles any such claim or sustains a judgment against him or her, then indemnification against
expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection
with such proceedings shall be provided by this corporation but only to the extent allowed by, and
in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit
Corporatíon Law.

Section 20: lnsurance for Corporate Agents. The board of dírectors may adopt a resolution
authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation
(íncluding a director, officer, employee, or other agent of the corporation) against any liability
other than for violating provisions of law relating to self-dealing (Section 5233 of the California
Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent 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 provisions of Section 5238 of the
California Nonprofit Public Benefit Corporation Law.

Article Vl – Officers.

Section l: 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 directors, a chairperson of the board, one 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 directors, at any time, and each officer shall
hold offíce for a period of two years, or 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 occurs
first. Long-serving officers must be re-elected by the board at least once every two years.

Section 3: Subordinate Officers. The board of directors may appoint such other officers or agents
as it may deem desirable, and such officers shall serve such terms, have such authority, and
perform such duties as may be prescribed from time to time by the board of directors.

Section 4: Removal and Resignation. Any officer may be removed, either with or without cause, by
the board of directors, at any time. Any officer may resign at any time by giving wrítten notice to
the board of directors or to the president or secretary of the corporation. Any such resignation
shall take effect at the date of receipt of such notice or at any later date specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall not be necessaryto
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 of directors 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 of directors. ln the event of a vacancy in any
office other than that of president, such vacancy may be filled temporarily by appointment by the
president untilsuch time as the board shallfillthe vacancy. Vacancies occurring in offices of
officers appointed at the discretion of the board may or may not be fllled 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 of directors, supervise and control the affairs of the
corporation and the activities of the officers. He orshe shall perform allduties incidentto his or
her office and such other dutíes as may be required by law, by the articles of incorporation of this
corporation, or by these bylaws, or which may be prescribed from time to time by the board of
directors. Unless another person is specifically appointed as chairperson of the board of directors,
he or she shall preside at all meetings of the board of directors. lf applicable, the president shall
preside at all meetings of the members. 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, checks, or other instruments which may from
time to time be authorized by the board of directors.

Section 7: Duties of Vice President. ln the absence of the president, or in the event of his or her
inability or refusal to act, if a vice president has been elected then the vice president shall perform
all the duties of the president, and when so acting shall have allthe 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, or by these bylaws, or as
may be prescribed by the board of directors.

Section 8: Duties of Secretary. The secretary shall:
a. Certify and keep at the princíple office of the corporation the original, or a copy
of these bylaws 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 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 notíce thereof was given, the names of those present or represented at the
meeting, and the proceedings thereof .
c. See that all notices are duly given in accordance with the provisions of these
bylaws or as required by law.
d. Be custodian of the records.
e. Keep at the principal office of the corporation a membership book containing the
name and address of each and any member, and, in the case where any
membership has been terminated, the secretary shall record such fact in the
membership book together with the date on which such membership ceased.
f. Exhibit at all reasonable times to any director of the corporation, or to his or her
agent or attorney, on request therefore, the bylaws, the membership book, and
the minutes of the proceedings of the directors of the corporation.
g. ln 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 of this
corporation, or by these bylaws, or which may be assigned to him or her from
time to time by the board of directors.

Section 9: Duties of Treasurer. Subject to the provisions of these bylaws relating to the “Execution
of lnstruments, Deposits, and Funds,” the treasurer shall:
a. Have charge and custody ol and be responsible for, all funds and securities of
the corporation, and deposit all such funds in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected by the
board of directors.
b. Receive, and give receipt for, monies due and payable to the corporation
from any source whatsoever.

Article Vll – Committees

Section 1: Executive Committee of the Board. The board of directors may, by a majority vote of
directors, designate two (2) or more 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 bylaws, requires
the approval of the members or of a majority of all 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 directors for serving on the board or on any committee.
d, The amendment or repeal of bylaws or the adoption of new bylaws.
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 dírector after there are
more people nominated for director than can be elected.
h. The approval of any transaction to which this corporation is a party and in which one or
more of the directors has a material financial interest, except as expressly provided in
Section 5233(dX3) of the California Nonprofit Public Benefit Corporation Law. By a
majority vote of its members then in office, the board may at any time revoke or modify
any or all of the authority so delegated, increase or decrease but not below two (2) the
number of its members, and fill vacancies therein from the members of the board. The
comm¡ttee shall keep regular minutes of its proceedings, cause 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 2: Other Committees. The corporation shall have such other committees as may from time
to time be designated by resolution of the board of directors, 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 3: Meetings and Actions of Committees. Meetings and action of committees shall be
governed by, noticed, held, and taken in accordance with the provisions of these bylaws
concerning meetíngs of the board of directors, with such changes in the context of such bylaw
provisions as are necessary to substitute the committee and its members for the board of directors
and its members, except that the time for regular meetings of committees may be fixed by
resolution of the board of directors or by the committee. The time for special meetings of
committees may also be fixed by the board of directors. The board of directors 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 Vlll – Execution of lnstruments, Deposits, and Funds

Section 1: Execution of lnstruments. The board of directors, 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 bínd 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 of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the
payment of money, and other evidence of indebtedness of the corporation shall be sígned by the
treasurer or by the president of the corporation. Any payment or check in the amount of 5500.00
or more may be signed by the treasurer or the president only when the other officer has been
informed and approves. ln the event either the treasurer or the president is not available to
approve a payment or check of 5500.00 or more, the secretary may serve as the second officer
required for approval.

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 of directors
may select.

Section 4: Gifts. The board of directors may accept on behalf of the corporation any contribution,
gíft, bequest, or devise for the charitable or public purposes of this corporation.

Article lX – Conflicts of lnterest.

Section 1: Purpose.The purpose of the conflict of interest policy is to protect the corporation’s
interest when it is contemplating entering into a transaction or arrangement that might benefit the
private interest of an officer or director of the corporation or might result in a possible excess
benefit transaction. This policy is intended to supplement but not replace any applicable state and
federal laws governing conflict of interest applicable to nonprofit and charitable corporations.

Section 2: Defínitions.
a. lnterested Person: Any officer or director or member of a committee with governing
board delegated powers, who has a direct or indirect financial interest, as defined below,
is an interested person.
b. Financial lnterest:A person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
1. An ownership or investment interest ín any entity with which the corporation has
a transaction or arrangement,
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
with, any entlty or individual with which the corporation is negotiating a
transactíon or arrangement. Compensation includes direct and indirect
remuneration as well as gifts or favors that are not insubstantial. A financial
interest is not necessarily a conflict of interest. Under Article Vlll, Section 3(b), a
person who has a financial interest may have a conflict of interest only if the
appropriate governing board or committee decídes that a conflict of interest
exists.

Section 3: Procedures.
a. Duty to Disclose. ln connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the directors and members of committees
with governing board delegated powers considering the proposed transaction or
arrangement.
b. Determining Whether a Conflict of lnterest Exists. After disclosure of the financial interest
and all material facts, and after any discussion with the interested person, he/she shall
leave the governing board or committee meeting while the determination of a conflict of
interest is discussed and voted upon. The remaining board or committee members shall
decide if a conflíct of interest exists.
c. Procedures for Addressing the Conflict of lnterest:
1. 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.
2. The chairperson of the governing board or committee shall, if appropriate,
appoint a disinterested person or committee to investigate alternatives to the
proposed transactíon or arrangement.
3. After exercising due diligence, the governing board or committee shall determine
whether the corporation can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give rise to a
conflict of interest.
4. lf a more advantageous transaction or arrangement is not reasonably possible
under circumstances not producing a conflict of interest, the governing board or
committee shall determine by a majority vote of the disinterested dírectors
whether the transaction or arrangement is in the corporatíon’s best interest, for
its own benefit, and whether it is fair and reasonable. ln conformity with the
above determínation it shall make its decision as to whether to enter into the
transaction or arrangement.
d. Violations of the Conflicts of lnterest Policy.
1. lf 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.
2. lf, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee determines
the member has failed to disclose an actual or possible conflict of interest, it shall
take appropriate disciplinary and corrective action.

Section 4: Records of Proceedings. The minutes of the governing board and all committees with
board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financíal
interest in connection with an actualor possible conflict of interest, the nature of the
financial interest, any action taken to determine whether a conflict of interest was
present, and the governing board’s or committee’s decision as to whether a conflict of
interest in fact existed.
b. The names of the persons who were present for discussíons 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 5: Compensation of employees and contractors. A voting member of any committee whose
jurisdiction includes compensation matters is precluded from voting on matters pertaining to
compensation of any employees or independent contractors to the organization who the voting
member is related to byfamily, marriage or business relationships outside of the corporation.

Section 6: Annual Statements. Each officer, director 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 detailed here in Article lX of the
Bylaws of the corporation,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the corporatíon is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its
tax-exempt purposes.

Section 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 minimum, include the
following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent
survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management corporations
conform to the corporation’s written policies, are properly recorded, reflect reasonable
investment or payments for goods and services, further charitable purposes and do not
result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8: Use of Outside Experts. When conducting the periodic reviews as provided for in Section
7 of this Article, the corporation may, but need not, use outside advisors. lf outside experts are
used, their use shall not relieve the governing board of its responsibility for ensuring periodic
reviews are conducted.

Article X – Amendments
Section 1: These Bylaws may be amended when necessary by a2/3rds vote of the board of
directors. Proposed amendments must be submitted to the secretary to be sent out with regular
Board announcements.