AMENDED AND RESTATED
BYLAWS
OF
MOUNTAIN STATION FOUNDATION

a California nonprofit public benefit corporation

  1. GENERAL PROVISIONS

  1. Restatement of Bylaws. These Amended and Restated Bylaws (these "Bylaws") of Mountain Station Foundation, a California public benefit corporation (the "Corporation"), amends and restates all prior versions of the bylaws of Mountain Volunteer Fire Department (the Corporation's prior name).

  2. Name.  The name of the Corporation is Mountain Station Foundation.

  3. Principal Offices.  The Corporation's Board of Directors (the "Board") shall fix the location of the principal executive office of the Corporation at any place within the State of California.

  4. Other Offices.  The Board may at any time establish branch or subordinate offices at any place or places within or outside the State of California.

  1. OBJECTIVES AND PURPOSES

  1. Purposes.  The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person.  It is organized under the Nonprofit Public Benefit Corporation Law of California for public or charitable purposes.  The specific purposes of the Corporation shall be to facilitate residents of the area commonly known as Sonoma County Fire District – Station 6 in helping one another, to support emergency fire, medical aid, and rescue services in the area, and to carry on other charitable and educational activities associated the foregoing purposes as allowed by law (the "Purposes").  The Corporation is organized exclusively for charitable purposes within the meaning of Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law.  Notwithstanding any of the forgoing statements of purposes and powers, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of the Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law; or (ii) a corporation, contributions to which are deductible under Internal Revenue Code section 170(c)(2) or the corresponding provision of any future United States internal revenue law.

  2. Construction and Definitions.  Unless the context requires otherwise, the general provision rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.  Without limiting the generality of the preceding sentence, the masculine gender includes the feminine, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.

  1. MEMBERSHIP

The Corporation shall have no voting members within the meaning of the California Nonprofit Corporation Law. The Board may, in its discretion, admit individuals to one or more classes of nonvoting members; the class or classes shall have such rights and obligations as the Board finds appropriate.

  1. BOARD OF DIRECTORS

  1. General and Specific Powers of Board.

  1. General Powers.  Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law, and any other applicable laws, and subject to any limitations of the Articles of Incorporation, or other limitations contained herein, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.

  2. Specific Powers.  Without prejudice to the general powers set forth in Section 4.1(a) above, but subject to the same limitations, the Board shall have the power to:

  1. Appoint and remove, at the pleasure of the Board, all corporate officers, agents, and employees; prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation, and these Bylaws; fix their compensation; and require from them security for faithful service.

  2. Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; and conduct its activities in or outside California.

  3. To make disbursements from the funds and properties of the Corporation as are required to fulfill the Purposes and generally and to make rules and regulations not inconsistent with law, with the Articles of Incorporation, or with these Bylaws, as they may deem best.

  4. Borrow money and incur indebtedness on the Corporation's behalf 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 evidences of debt and securities.

  1. Number of and Qualifications for Directors.  

  1. Number and Qualifications.  

  1. The Board shall consist of at least two (2) but no more than eleven (11) directors unless changed by amendment to these Bylaws.  The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board.  The Board shall be divided into two 2 groups, of approximate equal size, designated as Group A and Group B.  The exact number of directors for each group shall be fixed, within the foregoing limits, by a resolution adopted by the Board.  Notwithstanding the foregoing, unless specifically set forth in these Bylaws, all directors are to be treated as a single group with equal rights and responsibilities.

  2. All members of the Board shall have an expressed interest in the charitable Purposes of the Corporation.

  3. Board members shall not be limited as to residence except that attendance and activity on the Board is paramount, and lack of proximity of residence should not interfere with the person's function as a Board member.

  4. The Board, in its recruitment efforts, shall make every attempt to ensure that the composition of the Board is broadly representative of the communities served.

  5. Each member of the Board shall hold office for no more than 3 consecutive terms; provided, however, for purposes of this Section 4.2(a)(5), holding an office as director for purposes of filling a vacancy as set forth in Section 4.4 below shall not be counted for purposes of the term limits specified herein.

  1. Restrictions on Interested Persons.  No more than forty-nine percent (49%) of the persons serving on the Board may be Interested Persons.  An "Interested Person" is (i) any 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, excluding any reasonable compensation paid to a director as director; and (ii) any 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 such person.  However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.

  1. Election and Removal of Directors.

  1. Election.  Subject to Sections 4.2(a)(5) above and 4.3(b) below, all directors shall be elected for 2 year terms, by the Board, at each Annual Meeting (as defined in Section 4.5(c) below), to hold office until expiration of his or her term and until a successor is elected and qualified.  However, if directors are not elected at an Annual Meeting, they may be elected at any special Board meeting held for that purpose or by written ballot.  Each director, including a director elected to fill a vacancy or elected at a special Board meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor is elected and qualified.

  2. Staggered Board.  Group A directors shall be elected on even years, and Group B directors shall be elected on odd years.

  3. Removal.  Any director may be removed, with or without cause, by the vote of the majority of the Board at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting is given as provided in Section 4.5 below.  Any vacancy caused by the removal of a director shall be filled as provided in Section 4.4 below.  In the event of a complaint against a director that could potentially lead to removal of that director, the President (or the Secretary in the event of a complaint against the President) shall cause a prompt, neutral investigation to be conducted as to the allegations raised in the complaint.  The President (or Secretary) shall confer with the Board (excluding the director at issue) to determine the appropriate party or parties to conduct the investigation.  The results of any such investigation shall be reported to the Board, taking care to respect the privacy of the individuals involved.  Nothing in this provision shall be deemed to interfere with any mandated reporting obligations, or the right of any employee or participant to pursue a complaint through an administrative agency.

  1. Vacancies on Board.

  1. Events Causing Vacancies on Board.  A vacancy or vacancies on the Board shall occur in the event of: (i) expiration of a current term of office; (ii) the death, removal, or resignation of any director; (iii) the declaration by resolution of the Board of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by a final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3; (iv) the declaration by resolution of the Board of a vacancy in the office of a director who has been absent from three (3) regular meetings of the Board within a twelve (12) month period; (v) the failure of the Board in any election to elect the full number of directors authorized; or (vi) the increase of the authorized number of directors.

  2. Resignation of Directors.  Except as provided below, any director may resign by giving written notice to the President or the Secretary of the Corporation.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.  If a director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.

  3. Filling Vacancies on the Board.  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 (i) the unanimous written consent of the directors then in office; (ii) the affirmative vote of a majority of the directors then in office at a meeting held according to notice or waivers of notice complying with California Nonprofit Public Benefit Corporation Law Section 5211; or (iii) a sole remaining director.

  4. No Vacancy on Reduction on Number of Directors.  Any reduction of the authorized number of directors shall not result in any directors being removed before his or her term of office expires.

  1. Meetings of Board.

  1. Place of Board Meetings.  Meetings of the Board shall be held at any place as designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation.  

  2. Meetings by Telephone or Other Telecommunications Equipment.  Any meeting of the Board may be held by conference telephone, video screen communication, or other communications equipment.  Participation in a meeting under this Section 4.5(b) shall constitute presence in person at the meeting if all of the following apply:

  1. Each director participating in the meeting can communicate concurrently with all other directors;

  2. Each director is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation; and

  3. The Board has adopted and implemented a means of verifying both of the following:

  1. A person participating in the meeting is a director or other person entitled to participate in the Board meeting; and

  2. All actions of or votes by the Board are taken or cast only by the directors and not by persons who are not directors.  

  1. Annual or Other Meetings.  

  1. The Board shall conduct at least four (4) regular meetings during each calendar year and shall annually set the time and place of such regular meetings to be held during such year.  The first meeting of each year shall be designated the "Annual Meeting", at which time officers and directors shall be elected, as set forth herein, for the ensuing year.  The Secretary or the Secretary's designee shall cause to be delivered notice of the time and place of Board meetings to each director at least seven (7) but no more than ninety (90) days before the meeting date.  Such notice shall be given either personally, by electronic transmission by the Corporation, or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each Board member, at the address of such member as it appears on the books of the Corporation or at the address given by such member to the Corporation for purposes of notice.  If no address appears on the Corporation's books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to such member by first-class mail or facsimile or other written communication to the Corporation's principal office; or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.

  2. Other general meetings of the Board may be held without notice at such times and places as the Board may fix from time to time.

  1. Special Meetings.

  1. Authority to Call Special Meetings.  Special meetings of the Board for any purpose may be called at any time by the President, the Treasure, the Secretary, or any two directors.

  2. Notice of Special Meetings.  

  1. Notice of the time and place of special meetings shall be given to each director by (i) personal delivery of written notice; (ii) first class mail, postage prepaid; (iii) telephone, including a voice messaging system or other system or technology designed to record and communicate message, 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; (iv) facsimile; (v) electronic mail; or (vii) other electronic means.  All such notices shall be given or sent to the director's address or telephone number as shown on the Corporation's records.

  2. Notices sent by first class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting.  Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned or sent, respectively, at least forty-eight (48) hours before the time set for the meeting.  Such notice shall state the time of the meeting and the place, if the place is other than the Corporation's principal office.  Such notice need not specify the purpose of the meeting.

  1. Quorum.  A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment.  Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to: (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest; (ii) approval of certain transactions between corporations having common directorships; (iii) creation of and appointments to committees of the Board; and (iv) indemnification of directors.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.  

  2. Waiver of Notice.  Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.  Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.

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

  4. Notice of Adjourned Meeting.  Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours.  If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another 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.

  1. Action Without a Meeting.  Any action that the Board is required or permitted to take may be taken without a meeting if all directors consent in writing to the action.  Such action by written consent shall have the same force and effect as any other validly approved Board action.  All such consents shall be filed with the minutes of the proceedings of the Board.  

  2. Compensation and Reimbursement.  Directors may receive such compensation, if any, for their services, as director or officers, and such reimbursement of expenses, as the Board may establish by resolution to be just and reasonable as to the Corporation at the time that the resolution is adopted.

  3. Committees of Board.

  1. Creation and Power of Committees.  The Board, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of two or more directors with no one who is not a director, to serve at the pleasure of the Board.  Appointments to committees of the Board shall be by a majority vote of the directors then in office.  The Board may appoint one or more directors as alternate directors of any such committee, who may replace any absent director at any committee meeting.  Any such committee shall have all the authority of the Board, to the extent provided in the Board resolution, except that no committee may:

  1. Fill vacancies on the Board or any committee of the Board;

  2. Fix compensation of the directors for serving on the Board or on any committee;

  3. Amend or repeal these Bylaws or adopt new bylaws;

  4. Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable; or

  5. Create any other committees of the Board or appoint members of committees of the Board.

  1. Meetings and Action of Committees.  Meetings and actions of committees of the Board shall be governed by, held, and taken under the provisions of these Bylaws concerning meetings and other Board actions, except that the time for general meetings of such committees and the calling of special meetings of any such committees may be set either by Board resolution or, if none, by resolution of the committee.  Minutes of each meeting shall be kept and shall be filed with the corporate records.  The Board may adopt rules for the governance of any committees so long as the rules are consistent with these Bylaws.  If the Board has not adopted rules, the committee may do so.  

  1. OFFICERS

  1. Offices Held.  The officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer.  The Corporation, at the Board's discretion, may also have one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed pursuant to Section 5.3 below.  Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President.

  2. Election of Officers.  The officers of the Corporation, except any appointed under Section 5.3 below, shall be elected annually by the Board and shall serve at the pleasure of the Board, subject to the rights of any officer under any employment contract.

  3. Appointment of Other Officers.  The Board may appoint and authorize the President or another officer to appoint any other officers that the Corporation may require.  Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in these Bylaws or established by the Board.  

  4. Removal of Officers.  Without prejudice to the rights of any officer under an employment contract, the Board may remove any officer with or without cause.  An officer who was not chosen by the Board may be removed by any other officer on whom the Board confers the power of removal.

  5. Resignation of Officers.  Any officer may resign at any time by giving written notice to the Board.  The resignation shall take effect on the date the notice is received or at any later time specified in the notice.  Unless otherwise specified in the notice, the resignation need not be accepted to be effective.  Any resignation shall be without prejudice to any rights of the Corporation under any contract to which the officer is a party.  

  6. Vacancies in Office.  A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for normal appointment to that office, provided, however, that vacancies need not be filled on an annual basis.

  7. Responsibilities of Officers.

  1. President.  Subject to 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 preside at all Board meetings.  The President shall have such other powers and duties as the Board or these Bylaws may require.

  2. Secretary.  

  1. 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, proceedings, and actions of the Board and of committees of the Board.  The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; and the names of persons present at the Board and committee meetings.

  2. The Secretary shall keep or cause to be kept at the principal California office, a copy of the Articles of Incorporation and these Bylaws, as amended to date.

  3. The Secretary shall: (i) give or cause to be given, notice of all meetings of the Board, and of committees of the Board that these Bylaws require to be given; (ii) keep the corporate seal, if any, in safe custody; and (iii) have such other powers and perform such other duties as the Board or these Bylaws may require.

  1. Chief Financial Officer (Treasurer).  

  1. The Chief Financial Officer, who shall be referred to as the Treasurer, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and transactions.  The Treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board.  The books of account shall be open to inspection by any director at all reasonable times.

  2. The Treasurer shall: (i) 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 designate; (ii) disburse the Corporation's funds as the Board may order; (iii) render to the President and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of the Corporation; and (iv) have such other powers and perform such other duties as the Board or these Bylaws may require.

  3. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement or removal from office.  

  1. CONTRACTS WITH DIRECTORS AND OFFICERS

  1. Interested Directors.  No director of the Corporation nor any other corporation, firm, association, or other entity in which one or more of the Corporation's directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with the Corporation unless (i) the material facts regarding such director's financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes prior to the Board's consideration of such contract or transaction; (ii) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the votes of the interested directors; (iii) before authorizing or approving the transaction, the Board considers and in good faith decides after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) the Corporation for its own benefit enters into the transaction, which is fair and reasonable to the Corporation at the time the transaction is entered into.

  2. Exclusions.  This Article VI does not apply to a transaction that is part of an educational or charitable program of the Corporation if it (i) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of the Corporation.

  1. LOANS TO DIRECTORS AND OFFICERS

The Corporation shall not lend any money or property to, or guaranty the obligation of, any director or officer of the Corporation or of its parent, affiliate, or subsidiary, unless (i) the Board decides that the loan or guaranty may reasonably be expected to benefit the Corporation; and (ii) before consummating the transaction or any part of it, the loan or guaranty is approved by the vote of a majority of the directors then in office, without counting the vote of the director who is to receive the loan or guaranty.  

  1. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

  1. Definitions.

For the purpose of this Article VIII,

  1. "Agent" means any person who is or was a director, officer, employee, executive director or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, executive director or agent of a foreign or domestic corporation that was a predecessor corporation of the Corporation or of another enterprise at the request of the predecessor corporation;

  2. "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, administrative or investigative; and

  3. "Expenses" includes, without limitation, all attorney's fees, costs and any other expenses actually and reasonably incurred by Agent in the defense of any claims or Proceedings, by reason of his or her position or relationship as Agent, and all attorneys' fees, costs and other expenses incurred in establishing a right to indemnification under this Article VIII.

  1. Successful Defense by Agent.  To the extent that an Agent has been successful on the merits in the defense of any Proceeding referred to in this Article VIII, or in the defense of any claim, issue or matter therein, the Agent shall be indemnified against Expenses incurred by the Agent in connection with the claim.  If an Agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 8.3 through 8.5 below shall determine whether the Agent is entitled to indemnification.

  2. Actions Brought by Persons Other than the Corporation. Subject to the findings required to be made pursuant to Section 8.5 below, the Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any Proceeding (other than an action brought by, or on behalf of, the Corporation, or by an officer, director or person granted relator status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the meaning of Section 5233 of the California Nonprofit Corporation Law (made applicable pursuant to Section 5238), or by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an Agent, for all Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding.

  3. Action Brought by or on Behalf of the Corporation.  Subject to the findings required to be made pursuant to Section 8.5 below, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any Proceeding brought by or on behalf of the Corporation, or brought under Section 5233 of the California Nonprofit Corporation Law (made applicable pursuant to Section 5238), or brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that the person is or was an Agent, for all Expenses in connection with the defense or settlement of such Proceeding.  Notwithstanding the above, no indemnification shall be made:

  1. Indemnitee Held Liable.  Where the Agent to be indemnified is held liable unless, upon application, the court in which the action was brought determines that, in view of all of the circumstances of the case, the Agent should be entitled to indemnification for the Expenses incurred which the court shall determine;

  2. Settlement.  Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

  3. Settlement Expenses.  Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.

  1. Determination of Agent's Good Faith Conduct.  The indemnification granted to an Agent in Sections 8.3 and 8.4 above is conditioned on the following:

  1. Required Standard of Conduct.

  1. The Agent seeking reimbursement under Section 8.3 above must be found, in the manner provided below, to have acted in good faith and in a manner he believed to be in the best interests of the Corporation.  In the case of a criminal proceeding, the Agent must have had no reasonable cause to believe that his or her conduct was unlawful.  The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Agent did not act in good faith or in a manner which he or she reasonably believed to be in the best interest of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

  2. The Agent seeking reimbursement in an action under Section 8.4 above must be found, in the manner provided below, to have acted in good faith, in a manner he or she believed to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances.

  1. Manner of Determination of Good Faith Conduct.  The determination that the Agent did act in a manner complying with Section 8.5(a) above shall be made by:

  1. The Board by a majority vote of a quorum consisting of directors who are not parties to the Proceeding; or

  2. The court in which the Proceeding is or was pending, upon application by the Corporation or the Agent or the attorney or any other person rendering a defense to the Agent, whether or not the application is opposed by the Corporation.

  1. Limitations.  No indemnification or advance shall be made under this Article VIII, except as provided in Sections 8.2 above, in any circumstance when it appears:

  1. Inconsistent with Corporate Policy.  That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the Board or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

  2. Inconsistent with Settlement.  That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

  1. Advance of Expenses. Expenses incurred in defending any Proceeding may be advanced by the Corporation before the final disposition of the Proceeding on receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it is determined ultimately that the Agent is entitled to be indemnified as authorized in this Article VIII.

  2. Contractual Rights of Nondirectors and Nonofficers.  Nothing contained in the Article VIII shall affect any right to indemnification to which persons other than directors and officers of the Corporation, or any subsidiary hereof, may be entitled by contract or otherwise.

  3. Insurance.  The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent against any liability 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 that liability under the provisions of this Article VIII.  

  1. MAINTENANCE OF CORPORATE RECORDS

The Corporation shall keep: (i) adequate and correct books and records of accounts; (ii) written minutes of the proceedings of the Board and committees of the Board; and (iii) a record of each director's name and address.  The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.

  1. INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties, and the records of each subsidiary.  The inspection may be made in person or by the director's agent or attorney.  The right of inspection includes the right to copy and to make extracts of documents.

  1. REQUIRED REPORTS

  1. Annual Report.  The Board shall cause an annual report to be sent to the directors within one hundred twenty (120) days after the end of the Corporation's fiscal year (the "Annual Report").  The Annual Report shall contain the following information, in appropriate detail:

  1. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;

  2. The principal changes in assets and liabilities, including trust funds;

  3. The Corporation's revenue or receipts, both unrestricted and restricted to particular purposes;

  4. The Corporation's expenses or disbursements for both general and restricted purposes;

  5. Any information required by Section 11.2 below; and

  6. An independent accountants' report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records.

If the Board approves, the Corporation may send the Annual Report and any accompanying material sent pursuant to this Section 11.1 by electronic transmission.

  1. Annual Statement of Certain Transactions and Indemnifications.  

  1. As part of the Annual Report to all directors, the Corporation shall annually prepare and mail or deliver to its directors a statement of any transaction or indemnification of the following kinds within one hundred twenty (120) days after the end of the Corporation's fiscal year:

  1. Interested Transactions.  Any transaction (i) in which the Corporation, or its parent or subsidiary, was a party; (ii) in which an "interested person" had a direct or indirect material financial interest; and (iii) which involved more than Fifty Thousand Dollars ($50,000) or was one of several transactions with the same interested person involving, in the aggregate, more than Fifty Thousand Dollars ($50,000). For this purpose, an "interested person" is either (A) any director or officer of the Corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or (B) any holder of more than ten percent (10%) of the voting power of the Corporation, its parent, or its subsidiary.  The statement prepared pursuant to this Section 11.2(a)(1) shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

  2. Indemnification.  Any indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000) paid during the fiscal year to any officer or director of the Corporation under Article VIII above.

  1. GENERAL PROVISIONS

  1. Amendment of Bylaws.  These Bylaws or any part thereof may be amended or repealed, or new bylaws adopted, by approval of the Board.  A copy of any proposed amendment to these Bylaws shall be delivered to each director at least five (5) days prior to the date of the meeting at which the vote is taken.

  2. Severability.  Any provision of these Bylaws which may be prohibited by law or otherwise be held invalid shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate or otherwise render ineffective any or all remaining provisions of these Bylaws.

  3. Fiscal Year.  The fiscal year of the Corporation shall be fixed by a resolution adopted by the Board.

  4. Contracts, Obligations.  Upon authorization by the Board, any executive officer or officers, any agent or agents, or other employee or employees, may enter into any contract or execute any instrument in the name or and on behalf of the Corporation, and such authority may be general or confined to specific instances.  Unless so authorized by the Board, no individual director, and 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 for any purpose or in any amount.

  5. Checks, Drafts, Orders For Payment, Notes.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation and any and all securities owned by or held by the Corporation requiring signature for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board.

  6. Corporate Loans, Guarantees and Advances.  The Corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, except as is expressly allowed under Section 5236 of the California Nonprofit Corporation Law.

CERTIFICATE OF ADOPTION OF BYLAWS

I, Jan Curtis, hereby certify that:

1.        I am the Secretary of Mountain Station Foundation, a California nonprofit public benefit corporation (the "Corporation"); and

2.        The foregoing Bylaws, consisting of 14 pages, are a true and correct copy of the Amended and Restated Bylaws of the Corporation as duly adopted by the directors of the Corporation, by unanimous written consent, on _____________, 2019.

Date: ______________, 2019                

        Jan Curtis, Secretary

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