Fielding Graduate University

ARTICLE 1. OFFICE

Principal Office

Section 1.01. The principal office of Fielding Graduate University (“Corporation” or
“Fielding”) for the transaction of its business is located in the County of Santa Barbara, California.

Section 1.02. The Board of Trustees (“Board”) may change the principal office from one
location to another.

Section 1.03. The Board may at any time establish branch or subordinate offices at any place
or places where the Corporation is qualified to conduct its activities.

ARTICLE 2. TRUSTEES

Number

Section 2.01. The Corporation shall have no fewer than twelve (12) nor more than thirty-six (36) trustees (“Trustees”) and collectively they shall be known as the Board.

The designated number of Trustees will be increased by one (1) for a period of one year in case the Immediate Past Chair of the Board (see Section 3.01 below) does not have a continuing portion of a term on the Board and otherwise would be excused from membership on the Board.

If a subsequent resolution either increases or decreases the number of Trustees, that resolution will not be put into effect until the next regular meeting of the Board following the adoption of the resolution, at which Trustees are normally elected. The initial number of Trustees following the adoption of these Restated Bylaws shall be thirty (30), including two (2) faculty, two (2) students and one (1) alumnus/a member.

If the term of the Chair of the Board is extended for one year pursuant to Section 3.01, the designated number of the Trustees shall be increased by one during that year.

Nonliability of Trustees

Section 2.02. No Trustee of this Corporation shall be personally liable for the debts, liabilities, or obligations of the Corporation.

Classes of Trustees and Terms of Office

Section 2.03. There shall be four (4) classes of Trustees:

(1) Public
(2) Faculty
(3) Student
(4) Alumni

Term of office of Faculty and Alumnus/a Trustees shall be one three (3) year term. Term of office of Student Trustees shall be one two (2) year term. Term of office of Public Trustees shall be, upon initial election to the Board, for two (2) years. Public Trustees may be elected to subsequent three (3) year terms, without limitation as to number of such terms. A trustee takes office at the adjournment of the meeting at which he or she has been elected or, if elected by mail ballot, upon the certification of such ballots by the Secretary.

A Student Trustee who has completed a two (2) year term on the Board may not be reelected to membership as a Student Trustee unless a period of at least a year has elapsed since their last term.

Two Faculty Trustees will be elected from among the members of the Fielding faculty. Faculty Trustees may not be elected for a second consecutive term. A period of at least one (1) year must lapse before such person is again eligible for election.

Two Student Trustees will be elected from among the Fielding students in good standing. However, a former Student Trustee shall be eligible for service as a Public Trustee.

One Alumni Trustee will be elected from among the Fielding alumni. Alumni Trustees may not be elected for a second consecutive term. A period of at least one year must lapse before such person is again eligible for election.

Election

Section 2.04. Trustees shall be elected by a majority of the Trustees present at any regularly scheduled meeting of the Board or by written consent of two-thirds of the full Board. Consent may be obtained by letter, fax, or electronic transmission.

The Chair shall notify Trustees in writing that they have been elected within 10 days of the election meeting, and the newly elected Trustees shall indicate their acceptance of election in writing within sixty (60) days of the date of the mailing of the notice. If a newly elected Trustee fails to give notice of acceptance within that period, the Trustee will be considered to have declined election and the position will be regarded as vacant.

Compensation

Section 2.05. Trustees shall serve without compensation, but expenses of attendance at each meeting may be allowed. Nothing herein contained shall be construed to preclude any Trustee from serving the Corporation in any other capacity and receiving compensation therefor.

Vacancies

Section 2.06. (a) In addition to the normal lapse of Trustees' terms, vacancies shall exist on the Board:

(1) on the death, termination or resignation of any Trustee;

(2) whenever the number of Trustees authorized is increased; and

(3) when a vacancy has been declared.

Declaration of Vacancy

(b) The Board may declare vacant the office of a Trustee:

(1) if the Trustee is declared of unsound mind by an order of court, or convicted of a felony;

(2) if within sixty (60) days after notice of the Trustee’s election the Trustee does not accept the office;

(3) in the judgment of the Board, if the Trustee has three unexcused consecutive absences at the Board meetings or committee meetings to which the Trustee has been assigned; or

(4) whenever in the judgment of the Board by a seventy-five percent vote of all the remaining members of the Board in good standing that the best interest of the Corporation will be served by such vacation.

Filling Vacancies

(c) Vacancies caused by the death, incapacity, retirement, or otherwise, of any Trustee shall be filled by an election by the remaining Trustees. Vacancies created by an amendment to the Bylaws increasing the number of Trustees authorized shall be filled as provided in such amendment. If an amendment fails to provide for filling vacancies, the vacancy shall be filled by a majority vote of the Trustees present at the next regular meeting.

Term of Office

(d) A person elected to fill a vacancy on the Board with term limits shall complete the term of the person who vacated the office. Such person’s eligibility for re-election shall be as provided in Section 2.03, provided that if the unexpired portion is less than one half the term, the period of service shall not be considered in determining eligibility for re-election pursuant to Section 2.03.

Reduction of Number

Section 2.07. A reduction of the number of Trustees authorized shall not result in the removal of any Trustee prior to the expiration of such Trustee’s term of office.

Powers

Sec. 2.08. Subject to the provisions of the California General Corporation Law and any limitations in the articles of incorporation and these Restated Bylaws, all corporate powers of the Corporation shall be exercised, its properties controlled, and its affairs conducted by the Board. The following powers are exclusively delegated to the Board:

(a) To adopt, amend, or repeal the Bylaws of the Corporation.

(b) To determine the general policies of the Corporation and see to their faithful execution.

(c) To manage the financial affairs of the Corporation so as to ensure the Corporation’s financial stability and the continued integrity of its academic programs, including the power to borrow and incur indebtedness for the purposes of the Corporation, set tuition and other charges, and to approve its annual operating and capital budgets.

(d) To grant academic honors and issue certificates or diplomas and confer degrees evidencing the completion of prescribed courses of instruction. Such certificates and diplomas or degrees shall be issued under the corporate seal and with the signatures of such officers of the corporation, as the Trustees deem expedient.

(e) To approve and confer honorary degrees.

(f) To select, appoint, or remove the President of the Corporation, and to set the terms and conditions of his or her employment.

Meetings

Section 2.09. The Board shall hold two regular meetings each year, one in the Fall and the other in the Spring at approximately 6 month intervals. The Fall meeting will be referred to as the Annual General Meeting. A Trustee may participate in a meeting through the use of conference telephone, electronic video screen communication or other communications equipment if (1) everyone participating in the meeting is able to hear each other; and (2) the Chair of the meeting (a) takes or causes to be taken a roll call of Trustees in attendance; and (b) is satisfied, based on his or her personal knowledge, that each person responding to such roll call is a Trustee.

Time

(a) The schedule of specific meeting dates will be set in advance at each Annual General Meeting for the next two years.

Place

(b) The Annual General Meeting shall be held in Santa Barbara County. The Spring meeting of the Board can be held in Santa Barbara County or in another location in the United States.

Special Meetings

(c) Special meetings of the Board may be called by the Chair, or in certain circumstances (see Section 2.09 d) by the Vice Chair, or by any three Trustees. Such meetings shall be held in Santa Barbara County or by conference telephone, electronic video screen communication or other communications equipment as stated in Section 2.09 unless another site is agreed to by a majority of the Board.

Notice

(d) The Secretary, or other person designated by the Chair, shall deliver written or printed notice of the time and place of meetings and proposed agenda of the Board to each Trustee personally or by United States mail, email or facsimile at least ten (10) days prior to the date of the meeting.

In the case of a special meeting called by the Chair, or in the absence or incapacity of the Chair, by the Vice Chair, or by petition of no fewer than three (3) members of the Board, whoever has initiated the call of the meeting shall so notify the Secretary in writing. The issuance of the call to the Trustees shall also be in writing. The Secretary shall issue the call in writing within three (3) days of the receipt of the notice. If the Secretary fails to issue the call in writing within this period, the party/parties who issued the call shall notify the Trustees of the meeting directly, indicating the time of the original notice to the Secretary and the omission of the Secretary to act.

Quorum

(e) A majority of the Trustees in office shall constitute a quorum for the transaction of business, but if less than a majority of the Trustees are present, a majority of the Trustees present may adjourn the meeting without further notice. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Majority Action as Board Action

(f) Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present is the act of the Board, unless the law, the Articles of Incorporation of this Corporation, or these bylaws require a greater number.

Validation of Meeting Defectively Called or Noticed

(g) The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting has been duly held after proper call and notice, provided a quorum is present and provided that either before or after the meeting each of the Trustees not present signs a waiver of notice, or 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.

Conduct of Meetings

(h) Meetings shall be presided over by the Chair of the Board or in the Chair’s absence by the Vice Chair, or, in the absence of both, by a chair chosen by a majority of the Trustees present. The Secretary of the Corporation shall act as the secretary for any meeting of the Board or the Executive Committee. If the Secretary is absent from any such meeting, the presiding officer may appoint any Trustee to act as secretary for the meeting.

Action Without Meeting

(i) Except as prohibited by law, any action which may be taken at a meeting of the Trustees, except approval of an agreement for merger, consolidation or dissolution of the Corporation with other corporations, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors.

Closed Sessions

(j) The Board may declare an executive session of the Board.

Indemnity by Corporation for Litigation Expenses of Officer, Director, or Employee

Section 2.10. To the extent permitted by law, this Corporation shall indemnify and hold harmless to the fullest extent authorized by statutory and decisional law, as the same exists or may hereafter be interpreted or amended (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) its directors, officers, employees and other persons described in Section 5238(a) of the California Corporations Code (“Agents”), including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and.reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. "Expenses," as used in this bylaw shall have the same meaning as in Section 5238(a) of the California Corporation Code. It is the Corporation's intention that these Revised Bylaws provide indemnification in excess of the expressly permitted by the California General Corporation Law.

Section 2.11. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met, and if so, the Board shall authorize indemnification.

Section 2.12.   To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 2.10 and 2.11 of these Restated Bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding on receipt by the Corporation of an undertaking on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for these expenses.

Section 2.13. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of the officers, Trustees, employees and other agents against any liability asserted against or incurred by any officer, Trustee, employee or agent in such capacity or arising out of the officer's, Trustee's, employee's or agent's status as such. The Treasurer shall, subject to Board approval as to cost and coverage, seek to obtain, through such insurance, protection against such liability.

Section 2.14. If a claim under Sections 2.11 and 2.12 is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys' fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the California General Corporation Law for the Corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the Corporation. Neither the failure of the Corporation (including its Board or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he/she has met the applicable standard of conduct set forth in the California General Corporation Law, nor an actual determination by the Corporation (including its Board or independent legal counsel) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 2.15. The rights conferred on any person by Sections 2.10-2.14 shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, agreement, vote of disinterested Trustees, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.  To the extent that any provision of the Articles, agreement, or vote of the disinterested Trustees is inconsistent with these Revised Bylaws, the provision, agreement, or vote shall take precedence.

Section 2.16. The rights provided by Sections 2.10-2.14 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 2.17. The Corporation shall not be liable to indemnify any Agent for any (a) amounts paid in settlement of any action or claim effected without the Corporation's written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award, if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 2.20. The Corporation shall not be liable to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

Conflict of Interest

Section 2.21. The Corporation is a non-profit, federally tax-exempt, educational corporation. As such, it has a special obligation to act responsibly and ethically in the conduct of its affairs to ensure the welfare not only of its trustees, officers, faculty, students and staff, but also of the general public community. A fundamental principle of ethics is that any person who exercises discretionary authority on behalf of the Corporation may not use this authority for his or her own benefit.

The Board will establish and follow a policy on Conflict-of-Interest for trustees, members of trustee committees and officers of the Corporation. The policy will be reviewed annually by the Board, and each affected person will be required to state that they have reviewed the current policy and to disclose any potential conflict-of-interest. The Corporation will maintain a confidential record of these statements.

ARTICLE 3. OFFICERS OF THE CORPORATION

Number and Titles

Election and Term of Office

Section 3.02. The officers shall be nominated and elected by the Board at the regular Spring meeting of the Trustees, and will assume their offices prior to the close of the meeting at which they are elected. Each officer shall hold office until the next regular Spring meeting and thereafter until his/her successor is elected, or until resigning, being removed, or otherwise becoming disqualified, whichever occurs first.

Any officer elected by the Board may be removed, either with or without cause, by a majority of the Trustees at the time in office, at any annual or special meeting of the Board called for that purpose. Any officer elected by the Board may resign at any time by giving written notice to the Chair or to the Secretary of the Corporation. Any such resignation shall take effect upon date of receipt or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Vacancies

Section 3.03. The unexpired portion of the term of any office enumerated in Section 3.01 vacated by death, resignation, removal, or otherwise of the person holding the office shall be filled by the Board or by the Executive Committee acting for the Board between meetings.

The Chair and the Vice Chair

Section 3.04. The Chair and Vice Chair shall be elected annually from among the Trustees.

Duties of the Chair and Vice Chair

President

Section 3.05. A President shall be appointed by the Board to serve at the pleasure of the Board, provided that the President may be engaged to serve for a term of years subject to such terms and conditions as the Board shall adopt. The President shall be an ex officio nonvoting member of the Board and of the Executive Committee and all Standing Committees of the Board.

Duties of the President

The President shall be the chief executive officer of the Corporation and shall in general, subject to the control of the Board, supervise and control all of the business and affairs of the Corporation. The President shall, subject to the direction of the Board except by action of the Trustees otherwise delegating the authority, appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Corporation except as provided in Article 2.08 (c). The President shall perform all duties incident to the office and such other duties as may be required by law, the Articles of Incorporation of this Corporation, or these bylaws, or which may be from time to time assigned to this officer by the Board. In the event of the absence or disability of the President to act, the Board will appoint an Interim President for an interim period.

Treasurer

Section 3.06. A Treasurer shall be elected annually by the Board.

Duties of the Treasurer

In general, the Treasurer shall perform all duties incident to the office of Treasurer, including, but not limited to, the oversight of the financial functions of the Corporation, and such other duties as may be required by law, the Articles of Incorporation of this Corporation, or these bylaws, or which may from time to time be assigned to this officer by the Board.   Any instrument, check or note to which the Corporation shall be a party and which would obligate the Corporation to an amount determined by resolution of the Board must be signed by the Treasurer and the President.

Secretary

Section 3.07. The Secretary shall be elected annually by the Board.

Duties of the Secretary

The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation of this Corporation, or by these bylaws, or which may from time to time be assigned to this officer by the Board.  Without limiting the foregoing, the Secretary shall give, or cause to be given, notice of all meetings of the Board required by the Bylaws or by law to be given, and shall keep the seal of the Corporation if one be adopted, in safe custody.

Subordinate Officers

Section 3.07A. The Board may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board may from time to time determine.

Officers to be Bonded

Section 3.08. The Treasurer and all administrative officers of the Corporation shall be bonded appropriate to their responsibilities and to the risks to the Corporation entailed in their services.

Committees

Section 3.09. There shall be an Executive Committee of the Board. The Board may establish no more than eight standing committees.

The Executive Committee

Composition

Section 3.10 (a) The Executive Committee shall consist of the officers and the chairs of the standing committees. The President shall be ex officio and nonvoting.

Succession

(b) The Chair shall be the Chair of the Executive Committee, and in the Chair's absence or inability or failure to act as such the Vice Chair shall serve in the Chair's place.

Power and Duties

(c) Except as otherwise provided by law, the Articles of Incorporation, or these bylaws, the Executive Committee shall, during periods between Board meetings, have the power to act on behalf of the Board, except with respect to:

(1) the filling of vacancies on the Board or in any committee;
(2) the amendment or repeal of Bylaws or the adoption of new bylaws;
(3) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(4) the appointment of any other committees of the Board or the members of these committees.

Minutes

(d) The Executive Committee shall keep regular minutes of its proceedings, and these minutes shall be sent to the Trustees after each of the Executive Committee's meetings.

Quorum

(e) A quorum of the Executive Committee shall consist of a majority of the members.

Standing and Ad Hoc Committees

Composition of Standing Committees

Section 3.11 (a) The Chair and membership of the standing committees shall be appointed by the Chair of the Board from among the Trustees. The Chair of the Board and the President shall be ex officio nonvoting members of each standing committee.

Meetings of Standing Committees

(b) Each committee shall meet at least once annually and at such other times as the committee chair deems necessary. The Chair is empowered to call a meeting of any committee when the Chair deems it advisable to do so.

Powers and Functions of Standing Committees

(c) Each standing committee shall be responsible for developing and defining policy in its respective area of concern. Actions taken by the standing committees shall not bind the Board unless approved by the Board or its Executive Committee.

Rules of Procedure of Standing and Ad Hoc Committees

(d) Each standing or ad hoc committee may adopt rules for its own governance and procedure not inconsistent with law, the article of incorporation, these bylaws, or with the rules and regulations adopted by the Board.

(e) Each Standing Committee of the Board shall record minutes of the meetings of the Committee held at times other than the regular Board meetings and include those minutes with the agenda book of the next regular meeting of the Board.

Ad Hoc Committees

(f) At the discretion of the Board ad hoc committees may be designated from time to time. The chair of each such committee shall be appointed by the Chair of the Board with the approval of the Board. Members of such committees shall be appointed by the Chair of the Board unless otherwise provided by the Board in its resolution establishing such committee. Except as otherwise provided in such resolution, committee chairs shall be Trustees of the Corporation. The chair or any member of such a committee may be removed from the committee by the person(s) authorized to appoint such person, whenever in her/his judgment the best interests of the Corporation will be served by such removal.

Quorum of Standing and Ad Hoc Committees

(g) A quorum of a Standing (other than the Executive Committee) or Ad Hoc Committee exists when at least half of the members of such a committee is present.

Terms of Office of Committee Members

Section 3.12. The Chair and each member of a standing committee of the Board and each chair of a standing committee shall serve until such person's successor is appointed, or until such committee is sooner terminated, or until such person shall otherwise cease to qualify as chair or member of a standing committee, as the case may be, whichever occurs first. The chair and all members of ad hoc committees shall serve as such for the life of their respective committees unless they are sooner removed, resign, or cease to qualify as the chair or member, as the case may be, of such committee.

ARTICLE 4. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

Execution of Instruments

Section 4.01. The Board, except as otherwise provided in these Restated 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 pecuniarily for any purpose or in any amount.

Checks and Notes

Section 4.02. Except as otherwise specifically determined by resolution of the Board, as provided in Section 4.01 and Section 3.06, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the President of the Corporation.

Deposits

Section 4.03. All funds of the Corporation shall be deposited in a timely manner to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board may select.

ARTICLE 5. GIFTS

Section 5.01. The terms and conditions under which bequests, donations, legacies, contributions and gifts in any amount and any form will be accepted, and the manner in which they shall be administered, will be upon such terms and conditions as may be decided from time to time by the Board.

ARTICLE 6. CORPORATE SEAL

Section 6.01. The Board may adopt, use, and at will, alter a corporate seal.

ARTICLE 7. FISCAL YEAR

Section 7.01. The fiscal year of the Corporation shall be from July 1, through June 30 inclusive.

ARTICLE 8. NON-DISCRIMINATION

Section 8.01. In the employment of persons, in the admission of students and the conduct of its programs, and in the administration of public assemblies, seminars, performances and events, the Corporation shall not discriminate on the basis of age, gender, sexual orientation, race, national origin, ancestry, marital status, non-disqualifying handicap or mental condition, or veteran’s status.

ARTICLE 9. BYLAWS

Effective Date of Bylaws

Section 9.01. These Bylaws shall become effective as of May 7, 2005 amendments to these Bylaws shall become effective immediately on their adoption or at such later time as specified in the amendment.

Amendment

Section 9.02. These Bylaws may be restated, amended, altered or repealed and new Bylaws adopted by at least two-thirds of the Trustees present and in good standing at a meeting; provided the substance of the proposed action shall have been submitted in writing to the Trustees with a meeting notice, at least seven (7) days prior to the meeting at which adopted.

Certification and Inspection

Section 9.03. The original, or a copy, of these Bylaws as amended or otherwise altered to date, certified by the Secretary of the Corporation, shall be recorded and kept in a book which shall be kept in the principal office of the Corporation, and such book shall be open to inspection by the Trustees at all reasonable times during office hours.

ARTICLE 10. MAJOR TRANSACTIONS AND ARRANGEMENTS

Major Transactions and Arrangements

Section 10.1. Any merger, consolidation, or dissolution involving the Corporation must be approved by at least a two-thirds vote of the Board.

ARTICLE 11. RECORDS AND REPORTS

Maintenance of Other Corporate Records

Section 11.1. The accounting books and records and minutes of proceedings of the Board and any committee shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

Inspection by Trustees

Section 11.2. Every Trustee 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 inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE 12. GENERAL CORPORATE MATTERS

Construction and Definitions

Section 12.1. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these Revised Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

Revision approved by the Board of Trustees 11/07/2009