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BYLAWS

OF

PEKING UNIVERSITY ALUMNI ASSOCIATION OF SOUTHERN CALIFORNIA,

a California nonprofit public benefit corporation

ARTICLE I.
OFFICES

Section 1.1              Principal Office

.  The Corporation’s principal office shall be fixed and located at such place as the Board of Directors (the “Board”) shall determine.  The Board is granted full power and authority to change said principal office from one location to another.

Section 1.2              Other Offices

.  Branch or subordinate offices may be established at any time by the Board at any place or places.

ARTICLE II.
MEMBERSHIP

Section 2.1              Members

.  The Corporation shall have no members.  Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board.  All rights which would otherwise vest in the members shall vest in the directors.

Section 2.2              Associates

.  Nothing in this Article II shall be construed as limiting the right of the Corporation to refer to persons associated with it as “members” even though such persons are not members, and no such reference shall constitute anyone a member within the meaning of Section 5056 of the California Nonprofit Corporation Law (the “Law”).  The Corporation may confer, by amendment of its Articles of Incorporation (the “Articles”) or of these Bylaws, some or all of the rights of a member, as set forth in the Law, upon any person or persons who do not have the right to vote for the election of directors or on a disposition of substantially all of the assets of the Corporation or on a merger or on a dissolution or on changes to the Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056.

ARTICLE III.
DIRECTORS

Section 3.1              Powers

.  Subject to the provisions and limitations of the Law and any other applicable laws, and subject to the limitations of the Articles and these Bylaws, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.  The Board may delegate the management of the activities of the Corporation to any person or persons, an executive committee or committees, however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. 

Section 3.2              Number of Directors

.  The authorized number of directors shall be not less than two (2) nor more than fifteen (19) with the exact number of directors to be fixed, within the limits specified, by approval of the Board, in the manner provided in these Bylaws.  The authorized minimum and maximum number of directors may be changed by approval of the Board.

Section 3.3              Election and Term of Office

. 

(a)        The directors, shall be divided, with respect to the time for which they severally hold office, into two classes, as nearly equal in number as is reasonably possible, with the term of initial office of the first class to be four (4) years, the term of initial office of the second class to be two (2) years, with each director to hold office until his or her successor shall have been duly elected and qualified.  The initial two classes of directors shall be designated by the Incorporator and begin to serve on the date of their appointment.  Notwithstanding the foregoing, the term of office of all directors succeeding the initial two classes of directors upon expiration of their respective initial terms shall be four (4) years.   

(b)        Directors shall be elected at an annual meeting of the Board.  However, if directors are not elected at an annual meeting, they may be elected at any regular or special meeting of the Board.  Each director shall take office upon election and shall hold office until expiration of the term for which such director was elected and until a successor has been elected and qualified.

Section 3.4              Interested Persons

.  Not more than 49% of the persons serving on the Board at any time may be “interested persons.”  For purposes of this Section 3.4, an “interested person” is:

(a)                Any person being compensated by the Corporation for services rendered to it within the previous twelve months, whether as a full‑time or part‑time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a director as a director; and

(b)               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 any such person.

Any violation of the provisions of this Section 3.4 shall not affect the validity or enforceability of any transaction entered into by the Corporation.

Section 3.5              Resignation, Removal and Vacancies

. 

(a)        Subject to the provisions of Section 5226 of the Law, any director may resign effective upon giving written notice to the Chairman of the Board, if any, or to the President or the Secretary of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation; provided, however, that no director may resign except upon notice to the California Attorney General where the Corporation would then be left without a duly elected director in charge of its affairs.  If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.

(b)        The Board may remove a director from office for cause.  Cause shall mean any director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment or any court to have breached any duty under Article 3 of the Law, or for failure to fulfill the duties of a director, including but not limited to failure to attend all Board meetings held over the previous 24 months and breach of a director’s fiduciary duties to the Corporation.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office.

(c)        Vacancies on the Board shall be filled in the same manner as the director whose office is vacant was selected, provided that any vacancy to be filled by election by directors may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director at any regular or special meeting of the Board.  Each director so selected shall hold office until the expiration of the term of the replaced director and until a successor has been selected and qualified.

A vacancy on the Board shall be deemed to exist in case of the death, resignation or removal of any director or an increase in the authorized number of directors.

The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final court or judgment of any court to have breached any duty arising under Sections 5230 through 5239 of the Law.

Section 3.6              Place of Meeting

.  Meetings of the Board shall be held at any place within or outside the State of California which has been designated from time to time by the Board.  In the absence of such designation, regular meetings shall be held at the principal office of the Corporation.

Section 3.7              Annual Meetings

.  The Board shall hold an annual meeting for the purposes of organization, selection of directors and officers and the transaction of other business.  Annual meetings of the Board shall take place during the second quarter of each year at such time and place as determined by resolution of the Board.

Section 3.8              Regular Meetings

.  Regular meetings of the Board may be held without call or notice on such dates and at such times as may be fixed by the Board.

Section 3.9              Special Meetings

.  Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary or any two (2) directors.

Section 3.10          Notice

.  Annual and special meetings of the Board shall be held upon at least one (1) week’s notice by first‑class mail or forty‑eight (48) hours’ notice given personally or by telephone, telegraph, facsimile, electronic mail or other similar means of communication.  Such notice shall contain the date, time and place of meeting and the agenda of business to be discussed at such meeting.

Any such notice shall be addressed or delivered to each director at such director’s address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place where the meetings of the directors are regularly held.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid.  Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.  Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver.

Section 3.11          Quorum

.  A majority of directors then in office shall constitute a quorum of the Board for the transaction of business, except to adjourn as provided in Section 3.15.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by the Law, the Articles or the Bylaws.  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 such meeting.

Section 3.12          Certain Actions Requiring Super-Majority Vote.  Notwithstanding Section 3.11 above, the following actions of the Corporation or its directors or officers require approval by at least 66-2/3% of the directors then in office before such actions can be taken:   

(a)        Association or affiliation of the Corporation with any organization other than Peking University;

(b)        Any expenditure of the Corporation in excess of $10,000;

(c)        The amendment or repeal of Bylaws or the adoption of new Bylaws;

(d)        The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; or

(e)        The approval of any self‑dealing transaction, except that when it is not reasonably practicable to obtain approval of the Board prior to entering into such a transaction, a committee authorized by the Board may approve the transaction in a manner consistent with the standards set forth in Section 5233(d) of the Law subject to ratification by a majority of the directors then in office (without counting the vote of any interested director) at the next meeting of the Board.

Section 3.13          Participation in Meetings by Conference Telephone.  Directors may participate in a meeting of the Board, or a committee meeting, through use of a conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.14          Waiver of Notice

.  Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.15          Adjournment

.  A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place.  Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence.  If the meeting is adjourned for more than twenty‑four (24) hours, reasonable notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 3.16          Action Without Meeting

.  Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action; provided, however, that the preceding provision shall not include the consent of any director who has a material financial interest in the transaction to which the Corporation is a party and who is an “interested director” as defined in Section 5233 of the Law.  Such consent or consents shall have the same force and effect as any other validly approved action of the Board and shall be filed with the minutes of the proceedings of the Board.

Directors may consent, vote or otherwise take action under this Section 3.15 by a signed document transmitted by mail, messenger, courier, facsimile or any other reasonable method satisfactory by the Chairman of the Board.

Section 3.17          Rights of Inspection

.  Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.

Section 3.18          Executive Committee

.  The Board may, by resolution adopted by 50% of the number of directors then in office, establish an executive committee consisting of such number of directors and persons who are not directors as may be determined by the Board which, except when the Board is in session, and except as its powers may be otherwise limited by the Board, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it.

The executive committee shall also have the power of general supervision, management and control of the business of the Corporation and over its several officers.

Appointments to the executive committee shall be approved by 50% of the directors then in office except that appointment of the President of the Corporation shall be approved by 75% of the directors then in office.  A majority of all the members of the executive committee may determine its rules of procedure unless the Board shall otherwise provide.  The Board shall have the power to change the members of the executive committee at any time, either with or without cause and to fill vacancies; provided that all appointments to the executive committee shall be approved by 50% of the directors then in office except that appointment of the President of the Corporation shall be approved by 75% of the directors then in office.   

Section 3.19          Standing or Special Committees

.  In the event that the Board determines that the management of the Corporation would be benefited by the establishment of one or more standing or special committees in addition to the executive committee, the Board may from time to time establish one or more such committees.

The establishment of a standing or special committee shall be effected by a resolution of the Board approved by the vote of the majority of the directors then in office, which specifically sets forth the powers and duties delegated to such committee.  Each such committee shall consist of two (2) or more directors and shall be presided over by a director selected by the Board.

The term “standing committee” or “special committee” shall mean any committee appointed by the Board which is authorized by specific delegation, without further Board action, to make and implement decisions on behalf of the Board, or to implement, with some degree of discretion, decisions of the Board pursuant to guidelines established by the Board.  Notice of, and procedures for, meetings of standing or special committees shall be as prescribed by the Chairman of each such standing or special committee, and meetings of standing or special committees may be called by the Board or the Chairman of the standing or special committee.

Section 3.20          Limitations Upon Committees of the Board

.  No committee of the Board, including any executive committee, shall have any of the authority of the Board with respect to:

(a)                The approval of any action for which the Law requires approval of the Board or of a majority of the Board;

(b)               The filling of vacancies on the Board or on any committee which has the authority of the Board;

(c)                The fixing of compensation of the directors for serving on the Board or on any committee which has the authority of the Board;

(d)               The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)                The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f)                 The appointment of other committees of the Board or the members thereof if such committee will have the authority of the Board;

(g)                The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or

(h)                The approval of any self‑dealing transaction, except that when it is not reasonably practicable to obtain approval of the Board prior to entering into such a transaction, a committee authorized by the Board may approve the transaction in a manner consistent with the standards set forth in Section 5233(d) of the Law subject to ratification by a majority of the directors then in office (without counting the vote of any interested director) at the next meeting of the Board.

Section 3.21          Advisory Committee

.  The Chairman of the Board, the Board, the executive committee or the President may from time to time appoint an advisory committee as deemed appropriate, consisting of directors or persons who are not directors, but such advisory committee shall not be deemed committee of the Board and shall not exercise any powers of the Board.  Notice of, and procedures for, meetings of the advisory committee shall be as prescribed by the Chairman of such advisory committee, and meetings of the advisory committee may be called by the Chairman of the Board, the Board, the executive committee, the President or the Chairman of the advisory committee.  All actions and recommendations of an advisory committee shall require ratification by the Board.

Section 3.22          Fees and Compensation

.  Directors and members of committees or commissions may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

Section 3.23          Loans to Directors and Officers

.  The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the California Attorney General or otherwise permitted by the Law; provided, however, that the Corporation may advance money to a director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director, provided that in the absence of any such advance, such director or officer would be entitled to be reimbursed for such expenses by the Corporation. 

Subject to the provisions of Section 3.4, nothing contained in this Section 3.22 shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor.

ARTICLE IV.
OFFICERS

Section 4.1              Officers

.  The officers of the Corporation shall be a President, a Secretary and a Chief Financial Officer.  The Corporation may also have, at the discretion of the Board, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 4.3.  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 or Chairman of the Board.

Section 4.2              Election

.  The officers of the Corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 4.3 or Section 4.5, shall be chosen every two years by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected.

Section 4.3              Subordinate Officers

.  The Board may elect, and the President may appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board or the President may from time to time determine consistent with these Bylaws and any actions of the Board.

Section 4.4              Removal and Resignation

.  Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

Any officer may resign at any time by giving written notice to the Corporation, but without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.  Any such resignation shall take effect at the date of the receipt of such notice 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.

Section 4.5              Vacancies

.  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 regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

Section 4.6              Chairman of the Board

.  The Chairman of the Board, if there be such an officer, shall preside at, or, if unavailable, shall designate another member of the Board to preside at, all meetings of the Board.  The Chairman of the Board shall exercise and perform such other powers and duties as may be from time to time assigned by the Board. 

Section 4.7              President

.  Subject to such powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President is the general manager and chief executive officer of the Corporation and has, subject to the control of the Board, general supervision, direction and control of the business and officers of the Corporation.  In the absence of the Chairman of the Board, or if there be none, the President shall preside at all meetings of the Board.  The President has the general powers and duties of management usually vested in the office of president and general manager of a Corporation and such other powers and duties as may be prescribed by the Board or the Bylaws.

Section 4.8              Vice President

.  In the absence or disability of the President, the Vice President shall perform all 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.  The Vice President and any additional Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

Section 4.9              Secretary

.  The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof.  The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of the Articles and Bylaws, as amended to date.

The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by law or by these Bylaws to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 4.10          Chief Financial Officer

.  The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation.  The books of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE V.
OTHER PROVISIONS

Section 5.1              Fiscal Year

.  The fiscal year of the Corporation shall be the calendar year unless otherwise fixed by the Board.

 

Section 5.2              Endorsement of Documents; Contracts

.  Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Corporation and any other person, when signed by any two of the following officers of the Corporation, including the Chairman of the Board, the President or any Vice President and the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer of the Corporation, shall be valid and binding on the Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.  Any such instruments may be signed by any other persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, 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 amount.

Section 5.3              Representation of Shares of Other Corporations

.  The President and any other officer or officers authorized by the Board or the President are each authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation.  The authority herein granted may be exercised either by such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

Section 5.4              Construction and Definitions

.  Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

Section 5.5              Amendments

.  The Articles and these Bylaws may be amended or repealed by the approval of the Board except that Section 3.3 may not be amended to change the right of any person to designate directors without that person’s written consent.

Section 5.6              Maintenance of Certain Records

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

Section 5.7              Annual Report

.  The Board shall cause an annual report to be prepared not later than 120 days after the close of the Corporation’s fiscal year.  The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such accountant’s report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.  The annual report shall contain in appropriate detail the following:

(a)                The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;

(b)               The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c)                The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year;

(d)               The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; and

(e)                Any information required by Section 5.8 of these Bylaws.

This Section 5.7 shall not apply if the Corporation receives less than $10,000 in gross revenues or receipts during the fiscal year.

Section 5.8              Annual Statement of Certain Transactions and Indemnifications

.

(a)        The Corporation shall furnish annually to its directors a statement of any “covered transaction” or indemnifications described below, if such covered transaction or indemnification took place.  Such annual statement shall be affixed to the annual report described in Section 5.7 of these Bylaws.  A “covered transaction” under this Section 5.8 is a transaction in which the Corporation or its parent or subsidiary was a party, and in which any director or officer of the Corporation, or its parent or subsidiary had a direct or indirect material financial interest (excluding a mere common directorship); and

(b)        The statement required by this Section 5.8 shall describe briefly:

(i)                  Any covered transaction (including compensation of officers and directors) during the previous fiscal year involving more than $5,000, or which was one of a number of covered transactions in which the same interested persons had a direct or indirect material financial interest and which transactions in the aggregate involve more than $5,000.

(ii)                The names of the interested persons involved in such transactions, stating such person’s relationship to the Corporation, the nature of such person’s interest in the transaction, and, where practicable, the amount of such interest; provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

(iii)               The amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation.

Section 5.9              Indemnification

.  The Corporation shall, to the maximum extent permitted by the Law, indemnify and hold harmless each of its directors and officers against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was a director or officer of the Corporation and shall advance to such director or officer expenses, including legal expenses, incurred in defending any such proceeding to the maximum extent permitted by the Law. 

For purposes of this Section 5.9, a “director” or “officer” of the Corporation includes any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation or other enterprise, or was a director or officer of a corporation which was a predecessor corporation of the Corporation.  The Board may, in its discretion, provide by resolution for such indemnification of, or advance of expenses to, other agents of the Corporation, and likewise may refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under the Law.

Section 5.10          Forms of Indemnification not Permitted

.  No indemnification or advance shall be made under Section 5.9 in any circumstances where it appears:

(a)        That it would be inconsistent with a provision of the Articles, these Bylaws, 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

(b)        That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

 


TABLE OF CONTENTS

Page

ARTICLE I. OFFICES..................................................................................................................... 1

Section 1.1       Principal Office.............................................................................................. 1

Section 1.2       Other Offices................................................................................................. 1

ARTICLE II. MEMBERSHIP........................................................................................................... 1

Section 2.1       Members....................................................................................................... 1

Section 2.2       Associates..................................................................................................... 1

ARTICLE III. DIRECTORS............................................................................................................. 1

Section 3.1       Powers.......................................................................................................... 1

Section 3.2       Number of Directors...................................................................................... 2

Section 3.3       Election and Term of Office........................................................................... 2

Section 3.4       Interested Persons......................................................................................... 2

Section 3.5       Resignation, Removal and Vacancies.............................................................. 2

Section 3.6       Place of Meeting............................................................................................ 3

Section 3.7       Annual Meetings............................................................................................ 3

Section 3.8       Regular Meetings........................................................................................... 3

Section 3.9       Special Meetings........................................................................................... 3

Section 3.10     Notice  ......................................................................................................... 4

Section 3.11     Quorum......................................................................................................... 4

Section 3.12     Certain Actions Requiring Super-Majority Vote.  .......................................... 4

Section 3.13     Participation in Meetings by Conference Telephone.  ..................................... 5

Section 3.14     Waiver of Notice........................................................................................... 5

Section 3.15     Adjournment................................................................................................. 5

Section 3.16     Action Without Meeting................................................................................. 5

Section 3.17     Rights of Inspection....................................................................................... 5

Section 3.18     Executive Committee..................................................................................... 5

Section 3.19     Standing or Special Committees..................................................................... 6

Section 3.20     Limitations Upon Committees of the Board.................................................... 6

Section 3.21     Advisory Committee...................................................................................... 7

Section 3.22     Fees and Compensation................................................................................. 7

Section 3.23     Loans to Directors and Officers..................................................................... 7

ARTICLE IV. OFFICERS................................................................................................................ 7

Section 4.1       Officers......................................................................................................... 8

Section 4.2       Election......................................................................................................... 8

Section 4.3       Subordinate Officers...................................................................................... 8

Section 4.4       Removal and Resignation............................................................................... 8

Section 4.5       Vacancies...................................................................................................... 8

Section 4.6       Chairman of the Board................................................................................... 8

Section 4.7       President....................................................................................................... 8

Section 4.8       Vice President............................................................................................... 9

Section 4.9       Secretary....................................................................................................... 9

Section 4.10     Chief Financial Officer................................................................................... 9

ARTICLE V. OTHER PROVISIONS.............................................................................................. 9

Section 5.1       Fiscal Year.................................................................................................... 9

Section 5.2       Endorsement of Documents; Contracts........................................................... 9

Section 5.3       Representation of Shares of Other Corporations........................................... 10

Section 5.4       Construction and Definitions......................................................................... 10

Section 5.5       Amendments............................................................................................... 10

Section 5.6       Maintenance of Certain Records.................................................................. 10

Section 5.7       Annual Report............................................................................................. 10

Section 5.8       Annual Statement of Certain Transactions and Indemnifications..................... 11

Section 5.9       Indemnification............................................................................................ 11

Section 5.10     Forms of Indemnification not Permitted........................................................ 12