Bylaws

Boardroom

A NONPROFIT CORPORATION

SECTION I – OFFICES

Principal Office

The principal office of the corporation in the State of California shall be located in the County of Santa Cruz. The corporation shall have such other offices as the Board of Directors may determine or as the affairs of the corporation may require.

SECTION II – MEMBERS

A. Board of Directors

The members shall be the directors during their tenure of office.

B. Members

The members are members of the community.

C. Dues

There shall be no dues. The corporation shall be financed exclusively by contributions to its funds and the earnings therefrom.

SECTION III – DIRECTORS

A. Powers and Number of Directors

The affairs of the corporation shall be managed by its Board of Directors and all corporate powers shall be executed by or under the direction of the Board. The number of Directors of this corporation shall be 7 to 15. Additionally, advisory and non-voting members of the Board of Directors may include members of the Scotts Valley Unified School District and one (1) member who is a member of the Board of Trustees of the Scotts Valley Unified School District (to be chosen by the Board of Trustees).

B. Term

Each Director shall hold office for one (1) year excepting that the members of the original Board may be appointed for lesser terms so that at least some terms will expire each year. Directors may be re-elected. All Directors shall hold office until their respective successors are elected except in the case of the resignation, death, disability or renewal of a Director. In the event that more than two (2) directors leave,members of the original Board shall draw lots to select one-half (1/2) of the membership to hold one (1) year terms.

C. Selection

Directors shall be elected at each annual meeting of regular members, or at any special meeting of the members held in lieu of the annual meeting. All Directors shall hold office until their respective successors are elected, except in the case of resignation, death, disability, or the removal of a Director.

The Board of Directors shall, at least sixty (60) days before each annual meeting of the members, or special meeting held in lieu of the annual meeting, appoint a nominating committee, at least thirty (30) days before each annual meeting, or special meeting held in lieu of the annual meeting, submit the names of persons nominated by the committee to be directors for the ensuing term. The persons nominated may include any directors or officers who have held or who currently hold office.

If the Board of Directors fails for any reason to appoint the committee within the time specified, it shall be the duty of the president to appoint the committee. All nominations by the committee shall be delivered to the Secretary of the Corporation who shall cause a list containing the names of all persons nominated to be mailed to each member of the Corporation at least seven (7) days before the meeting.

At the annual meeting, or at any special meeting held in lieu of the annual meeting, the election of directors shall be by ballot, and each regular member of the corporation attending the meeting shall be furnished with a ballot on which are listed the names of all persons nominated to be a director. Those persons receiving the highest number of votes shall be the directors of the Corporation for the ensuing term.

D. Vacancies

Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled in the same manner provided for the annual election of the Board of Directors. A director appointed to fill a vacancy shall have the same term expiration date as the director being replaced.

A nominating committee of no more than five (5) members of the Board of Directors shall be appointed by the President. The nominee(s) shall be approved by a majority of the Board of Directors.

E. Removal

Any director may be removed from the Board of Directors for any reason whatsoever by an affirmative vote of at least three-fourths (3/4) of the total number of directors. Removal of a director shall be done in good faith and in a fair and reasonable manner.

F. Compensation

Directors, as such shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expense of attendance, if any, may be allowed for attendance at special meetings; but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation thereof.

SECTION IV – MEETINGS

A. Annual and Regular Meetings

The annual meeting of the corporation shall be held in Santa Cruz County in April of each year. Regular meetings of the Board of Directors shall be held at the time and place designated by the Board.

B. Special Meetings

Special meetings of the Board may be called at any time by the President or by the Secretary at the request of three (3) Directors.

C. Notice

It shall be the duty of the Secretary to cause notice to be given by mail to members of the Board of any meeting of the Board. Special meetings of the Board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone.

D. Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting.

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

E. Written Consent

Any action by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to this action. Such written consent or consents shall be filed within the minutes of the proceedings of the Board of Directors.

SECTION V – OFFICERS

A. Designation

The officers of the corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary. All officers are to be members of the Board of Directors, except as provided in Paragraph J below.

B. Election

The officers of the corporation shall be elected annually by the Board of Directors at the regular meeting next preceding the annual meeting. If the election of officers shall not be held at such meeting, the election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

C. Removal

Any officer elected or appointed by the Board of Directors may be removed by the Board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

D. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the un-expired portion of the term.

E. President

The president shall be the principle executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, stocks, contract, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

F. Vice President

In the absence of the president or in the event of his inability or refusal to act, the vice president, or in the event that there be more than one vice president, vice presidents in the order of their election shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties as may be assigned to him/her by the president or by the Board of Directors.

G. Treasurer

The treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Section VII of these bylaws; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors. The treasurer shall provide financial reports at each regular meeting of the Board of Directors.

H. Secretary

The secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws: keep a register of the post office address of each member which shall be furnished to the secretary by such members; and in general perform all duties incident to the office of secretary and such other duties as may be assigned to him/her by the president or by the Board of Directors.

I. Assistant Treasurer; Assistant Secretary

If required by the Board of Directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of Directors shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or by the Board of Directors.

J. Honorary President or Honorary Directors

From time to time in the discretion of the Board of Directors, any person whom the Board, by unanimous vote of the members present at any meeting duly called and held my determine so to favor in recognition of his service or beneficence to the corporation may be elected as Honorary President or an Honorary Director of the Corporation. Such an appointment will be for life and such an Honorary President or Director will have only such duties as he/she shall voluntarily undertake at the request of the Board of Directors.

SECTION VI – ADVISORY COMMITTEES

A. Standing and Special Committees

The president may appoint standing committees as needed and in addition may appoint any special committees as directed by the Board of directors. Committee members need not be members of the Board of Directors or the corporation except that the Board of Directors may require the President to appoint one or more of their number to any committee they so designate.

SECTION VII – CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

A. Authorization

The Board of directors may unanimously authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, 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.

B. Signatories

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by not less than two officers, in such a manner as shall be determined by resolution of the Board of Directors.

C. Depositories

All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

D. Contributions

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

SECTION VIII – INDEMNIFICATION AND INSURANCE

A. Definitions

For the purpose of this section, “agent” means any person who is or was a director, officer, employee 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, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “preceding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under Paragraph D or E (2) of this Section.

B. Indemnification in Actions by Third Parties

The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceedings (other than an action by or in the right of the corporation to procure a judgment in favor, and action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action 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 such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceedings if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person reasonably believed to be in the best interests of the corporation or that the person had the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

C. Indemnification in Actions by or in the Right of the Corporation

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person 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 under similar circumstances. No indemnification shall be made under this Paragraph C:

(1) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person’s duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

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

(3) 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.

D. Indemnification Against Expenses

To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Paragraph B or C of this Section or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

E. Required Determination

Except as provided in Paragraph D of this Section any indemnification under this Section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Paragraph B or C of this Section, by:

(1) A majority vote of a quorum consisting of directors who are not parties to such proceeding; or

(2) The court in which such proceedings is or was pending upon application made by the corporation of the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

F. Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Section.

G. Other Indemnification

No provision made by the corporation to indemnify its or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of the Board, and agreement, or otherwise, shall be valid unless consistent with this Section. Nothing contained in this Section shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

H. Forms of Indemnification Not Permitted

No indemnification or advance shall be made under this Section, except as provided in Paragraphs D or E (2), in any circumstances where it appears:

(1) That it would be inconsistent with a provision of the Articles, these Bylaws, or any agreement in effect a 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) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

I. Insurance

The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation 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 such liability under the provisions of this Section, provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.

SECTION IX – BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principle office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any Director, or his agent or attorney for any proper purpose at any reasonable time. The Directors may provide for an annual audit of the records and accounts of Foundation.

SECTION X – FISCAL YEAR

The Fiscal year of the Corporation shall begin on the first day of July and end on the last day of June in each year.

SECTION IX – SEAL

The Board of Directors may provide a corporate seal.