BYLAWS

OF

EVERGREEN VALLEY EDUCATIONAL FOUNDATION

A CALIFORNIA PUBLIC BENEFIT CORPORATION

MISSION STATEMENT

Evergreen Valley Educational Foundation is an independent entity that supports and promotes excellence in the educational experience of our youth at Evergreen Valley High School, in cooperation with the East Side Union High School District of San Jose, California.

ARTICLE 1

OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the Evergreen Valley Educational Foundation, hereinafter referred to as “EVEF,” for the transaction of its business is located in Santa Clara County, California.

SECTION 2. CHANGE OF ADDRESS

The county of the EVEF’s principal office can be changed only by amendment of these bylaws and not otherwise. The board of directors may, however, change the principal office from one location to another within the named county, however such changes of address shall not be deemed an amendment of these bylaws.

SECTION 3. OTHER OFFICES

The EVEF may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.

ARTICLE 2

PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES

This 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 for public and charitable purposes. To carry out its purpose, the EVEF shall:

· Raise funds and provide resources to enhance and enrich the education of our youth at Evergreen Valley High School through fund raising events and direct solicitation.

· Be a conduit between the community and the school allowing individuals or groups to make financial contributions toward the educational goals of Evergreen Valley High School through the pursuit of grants and endowments.

· Inform the community (businesses, residents, parents, etc.) about the educational needs of our youth at Evergreen Valley High School through various media.

· Responsibly distribute the contributions received to fund essential programs for the benefit of our youth at Evergreen Valley High School.

1

SECTION 2. LIMITATION ON ACTIVITIES

The foregoing notwithstanding, this corporation shall not carry on any activities not permitted to be carried on by (a) a corporation exempt from federal tax under Section 501 (c) (3) of the Internal Revenue Code or by (b) a corporation accepting contributions which are deductible under Section 170 (c) (2) of the Internal Revenue Code.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation. This corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office. Refer to the articles of incorporation.

Upon dissolution or winding up of the affairs of this corporation, the assets of the corporation, after all debts have been satisfied, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for educational and charitable purposes meeting the requirements as specified in this corporation’s articles of incorporation. See Article 14 of this corporation’s bylaws.

ARTICLE 3

MEMBERS

SECTION 1. MEMBERS

This corporation shall have no members.

SECTION 2. ASSOCIATES

Nothing in this Article shall be construed as limiting the right of the EVEF 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.

SECTION 3. ACTIONS BY MEMBERS

Since this corporation makes no provision for members, then pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law, require approval by a majority of all members or approval by the members, shall only require the approval of the board of directors. All rights which would otherwise be vested in the members shall be vested in the directors.

ARTICLE 4

DIRECTORS

SECTION 1. NUMBER

The corporation shall have not fewer than five (5) nor more than nine (9) directors and collectively they shall be known as the board of directors. The exact number will be fixed within these limits by approval of the board of directors at the annual board meeting as provided for in Section 6 of this Article, in the manner provided in these bylaws.

SECTION 2. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in

2

the articles of incorporation and bylaws, the activities and affairs of the EVEF shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

SECTION 3. DUTIES

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation of this corporation, or by these bylaws;

(b) Appoint and remove, and, except as otherwise provided in these bylaws, prescribe the duties of all officers and agents of the EVEF;

(c) Supervise all officers and agents of the EVEF to assure that their duties are performed properly;

(d) Meet at such times and places as required by these bylaws;

(e) Register their mailing addresses and email addresses with the secretary of the EVEF and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.

SECTION 4. CONTRIBUTIONS

Elected directors shall contribute a minimum of one-hundred dollars ($100.00), or more, at the discretion of the incoming director, to EVEF as guarantee of their commitment to the objectives and purposes of the corporation. This guarantee shall be treated as a tax-deductible contribution and is not in exchange for a share or equity of any type that gives the director the right to any portion of this corporation’s assets upon dissolution of the corporation. See Article 14 of this corporation’s bylaws.

SECTION 5. TERMS OF OFFICE

Each director shall hold office for two (2) years, and until his or her successor is elected and qualifies, except in the case of resignation, death, disability or removal from office.

SECTION 6. ELECTION OF DIRECTORS

Election of the board of directors will be held at the annual meeting on the first Thursday of June as specified in these bylaws.

Each director shall cast one vote. The election shall be by voice vote unless the number of candidates exceeds the number of open positions, in which case the vote shall be by written ballot. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected for the ensuing term. Nominations shall be accepted from the floor with the previous consent of the nominee.

Directors may be reelected. Directors may not serve more than three (3) consecutive terms.

Election of directors shall be staggered so that approximately one-half (1/2) of the board is elected in the even-numbered years and the remainder in the odd-numbered years.

SECTION 7. COMPENSATION

Directors shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article.

SECTION 8. RESTRICTION REGARDING INTERESTED DIRECTORS

3

Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either:

(a) Any person currently being compensated by the EVEF for services rendered it within the previous twelve (12) months, whether as an independent contractor, or otherwise; or

(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.

SECTION 9. VACANCIES

Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.

The board of directors may remove from the board any director who misses three (3) consecutive board meetings without excuse.

The board of directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Removal of a director for the aforementioned reasons and for any other reason whatsoever shall be by an affirmative vote of three-fourth (3/4) of the total number of directors then in office.

Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such

resignation. No director may resign if the EVEF would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the attorney general.

Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these bylaws, or (3) a sole remaining director.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the board of directors or until his or her death, resignation, or removal from office.

SECTION 10. NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the EVEF.

SECTION 11. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, AND OTHER AGENTS

To the extent that a person who is, or was, a director, officer, or other agent of the EVEF has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the EVEF, or has been successful in defense of any claim, issue, or matter, therein, such person shall be

indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification

4

against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by the EVEF but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 12. INSURANCE FOR CORPORATE AGENTS

The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the EVEF (including a director, officer, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the EVEF would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 5

MEETINGS

SECTION 1. PLACE OF MEETINGS

Meetings shall be held at the principal office of the EVEF unless otherwise provided by the board or at such place within or without the State of California which has been designated from time to time by resolution of the board of directors. In the absence of such designation, any meeting not held at the principal office of the EVEF shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the secretary of the EVEF or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.

Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:

(a) Each director participating in the meeting can communicate with all of the other directors concurrently;

(b) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the EVEF; and

(c) The EVEF adopts and implements some means of verifying (1) that all persons participating in the meeting are directors of the EVEF or are otherwise entitled to participate in the meeting, and (2) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors.

SECTION 2. REGULAR AND ANNUAL MEETINGS

Regular meetings of directors shall be held on the first Thursday of each month at 7:00pm, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the

next business day. In addition, if the scheduled regular meeting of the directors conflicts with the schedule

of the principal of Evergreen Valley High School, the principal may request the meeting be rescheduled to a more convenient time.

5

The annual meeting of the board of directors shall be held on the first Thursday of June at 7:00pm. At this

annual meeting, the board of directors shall establish the date, time, place, and frequency of regular board meetings for the incoming year. Election of new directors by the board of directors shall take place at the annual meeting, as provided for in Article 4, Section 6 of these bylaws.

SECTION 3. SPECIAL MEETINGS

Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, or by any two (2) directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the EVEF.

SECTION 4. NOTICE OF MEETINGS

Regular meetings of the board may be held without notice. However, should there be a change to the

scheduled regular meeting of the board, written notice shall be delivered personally to each director, or transmitted to each director by first class mail, telephone, facsimile, or email.

Special meetings of the board shall be held upon five (5) days’ notice by first-class mail or email, or forty-eight (48) hours’ notice delivered personally, by telephone, or by facsimile. If sent by mail, the notice shall be deemed to be delivered on its deposit in the mail. If sent by email, the notice shall be deemed to be delivered when it is sent. Such notices shall be addressed to each director at his or her address or email address as shown on the books of the EVEF. Notice may be given by the Secretary of the EVEF or by the person who called the meeting.

SECTION 5. CONTENTS OF NOTICE

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

SECTION 6. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

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

SECTION 7. QUORUM FOR MEETINGS

A quorum shall consist of a majority or fifty-one (51)% of the current directors.

Except as otherwise provided in these bylaws or in the articles of incorporation of the EVEF, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinbefore defined, is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting.

The directors present at a duly called and held meeting at which a quorum is initially present may continue

to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting as may be required by law, the articles of incorporation or bylaws of the EVEF.

6

SECTION 8. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation or bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233), and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 9. CONDUCT OF MEETINGS

Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated or, in his or her absence, the president of the EVEF or, in his or her absence,

by the vice president of the EVEF or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the EVEF shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be governed by Robert’s Rule of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporation of the EVEF, or with provisions of law.

SECTION 10. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the board of directors under any provision of law may be taken without a meeting, if all members of the board individually or collectively consent in writing to such action. For the purposes of this Section only, “all members of the board” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Actions proposed by the board for vote without a meeting, unless specifically required, shall have a 48 hour window to reply from the time the requested action is put before the board of directors, by email, facsimile, or telephone.

ARTICLE 6

OFFICERS

SECTION 1. NUMBER OF OFFICERS

The officers of the EVEF shall be a president, a secretary, and a chief financial officer who shall be designated the treasurer. The EVEF may also have, as determined by the board of directors, a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, or other officers. Any number of offices may be held by the same person except that neither the secretary nor the treasurer may serve as the president or chairperson of the board.

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Any person may serve as an officer of the EVEF. Officers shall be elected by the board of directors at the annual meeting in June, and each officer shall hold office for a two (2) year term, or until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Officers may be reelected. Officers shall be limited to a maximum of three (3) consecutive terms.

7

SECTION 3. SUBORDINATE OFFICERS

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

SECTION 4. REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by the board of directors, at any time, when, in the board of directors’ judgment, the best interest of the EVEF will be served.

Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the EVEF. Any such resignation shall take effect at the date of receipt of such notice or at any

later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall

be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

SECTION 6. DUTIES OF PRESIDENT

The president shall be the chief executive officer of the EVEF and shall, subject to the control of the board of directors, supervise and control the affairs of the EVEF and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation of this corporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, he or she shall preside at all meetings of the board of directors. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the EVEF, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.

SECTION 7. DUTIES OF VICE PRESIDENT

In the absence of the president, or in the event of his or her inability or refusal to act, 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 on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors.

SECTION 8. DUTIES OF SECRETARY

The secretary shall:

Certify and keep at the principal office of the EVEF the original or a copy of these bylaws as amended or otherwise altered to date.

Keep at the principal office of the EVEF or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording

8

therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

Keep a record of the mailing addresses and email addresses of all directors, officers, and other agents of the EVEF.

See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

Be custodian of the records and of the seal of the EVEF and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the EVEF under its seal is authorized by law or these bylaws.

Exhibit at all reasonable times to any director of the EVEF, or to his or her agent or attorney, on request therefor, the bylaws and the minutes of the proceedings of the directors of the EVEF.

In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation of this corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

SECTION 9. DUTIES OF TREASURER

Subject to the provisions of these bylaws relating to the “Execution of Instruments, Deposits, and Funds,” the treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the EVEF, and deposit all such funds in the name of the EVEF in such banks, trust companies, or other depositories as shall be selected by the board of directors.

Receive, and give receipt for, monies due and payable to the EVEF from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the EVEF as may be directed by the board of directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the EVEF’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the EVEF.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of this corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

SECTION 10. COMPENSATION

Officers, as such, shall not receive any stated salary or compensation for their services. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 6, 7, 8, and 9 of this Article.

9

SECTION 11. NONLIABILITY OF OFFICERS AND INDEMNIFICATION BY CORPORATION

Officers shall not be personally liable for the debts, liabilities, or other obligations of the EVEF.

Officers shall be indemnified by the corporation as provided for in Article 4, Section 11 of these bylaws.

ARTICLE 7

COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE OF THE BOARD

The board of directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of the EVEF) to constitute an executive committee of the board and

delegate to such committee any of the powers and authority of the board in the management of the business

and affairs of the EVEF, except with respect to:

(a) The approval of any action which, under law or the provisions of these bylaws, requires the approval of the board of directors.

(b) The filling of vacancies on the board or on any committee that has the authority of the board.

(c) The amendment or repeal of bylaws or the adoption of new bylaws.

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

(e) The appointment of committees of the board or the members thereof.

(f) The approval of any transaction to which this EVEF is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of

the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

SECTION 2. OTHER COMMITTEES

The EVEF shall have such other committees as may from time to time be designated by resolution of the board of directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as “advisory” committees.

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the board of directors or by the committee. The time for special meetings of committees may also be fixed by the board of directors. The board of directors may also adopt rules and regulations

10

pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

ARTICLE 8

EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENT

The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the EVEF to enter into any contract or execute and deliver any instrument in the name of

and on behalf of the EVEF, and such authority may be general or confined to specific instances. Unless so

authorized, no officer or agent shall have any power or authority to bind the EVEF by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the EVEF shall be signed by the treasurer and countersigned by the president of the EVEF.

Authorized check signers shall not be related by blood, marriage or reside in the same household.

SECTION 3. DEPOSITS

All funds of the EVEF shall be deposited from time to time to the credit of the EVEF in such banks, trust companies, or other depositories as the board of directors may select.

SECTION 4. GIFTS

The board of directors may accept on behalf of the EVEF any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

ARTICLE 9

CORPORATE RECORDS, REPORTS, AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The EVEF shall keep at its principal office in the State of California:

(a) Minutes of all meetings of directors and committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;

(c) A copy of the EVEF’s articles of incorporation and bylaws as amended to date.

SECTION 2. CORPORATE SEAL

The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the EVEF. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

11

SECTION 3. DIRECTORS’ INSPECTION RIGHTS

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 EVEF.

SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

SECTION 5. ANNUAL REPORT

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days

after the close of the EVEF’s fiscal year to all directors of the EVEF, which shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the EVEF 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 EVEF, both unrestricted and restricted to particular purposes, for the fiscal year.

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

(e) Any information required by Section 6 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the EVEF that such statements were prepared without audit from the books and records of the EVEF.

SECTION 6. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS

The EVEF shall mail or deliver to all directors, a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction in which the EVEF was a party, and in which any director or officer of the EVEF had a direct or indirect material financial interest.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than Fifty Thousand Dollars ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than Fifty Thousand Dollars ($50,000).

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than Ten Thousand ($10,000) paid during the previous fiscal year to any director or officer.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the EVEF, the nature of such person’s interest in the transaction, and, where practical, 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.

ARTICLE 10

FISCAL YEAR

12

SECTION 1. FISCAL YEAR OF THE CORPORATION

The fiscal year of the EVEF shall begin on the first day of July and end on the last day of June of each year.

ARTICLE 11

CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES

SECTION 1. PURPOSE OF CONFLICT OF INTEREST POLICY

The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is

contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the EVEF or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

SECTION 2. DEFINITIONS

(a) Interested Person.

Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

(b) Financial Interest.

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(1) An ownership or investment interest in any entity with which the EVEF has a transaction or arrangement,

(2) A compensation arrangement with any entity or individual with which the EVEF has a transaction or arrangement, or

(3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the EVEF is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph (b), a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

SECTION 3. CONFLICT OF INTEREST AVOIDANCE PROCEDURES

(a) Duty to Disclose.

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

13

(b) Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict

of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

(c) Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether EVEF can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in EVEF’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

(d) Violations of the Conflicts of Interest Policy

If the governing board or committee has reasonable cause to believe the interested person involved has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose.

If, after hearing the interested person’s response and after making further investigation as warranted by the

circumstances, the governing board or committee determines the person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

SECTION 4. RECORDS OF BOARD AND BOARD COMMITTEE PROCEEDINGS

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

SECTION 5. COMPENSATION APPROVAL POLICIES

When approving compensation for any compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following Sections of

14

this Article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

(a) The terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation.

(b) All members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in

IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or

committee member approving a compensation arrangement between this organization and a

“disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as

amplified by Section 53.4958-3 of the IRS Regulations):

1. is not the person who is the subject of compensation arrangement, or a family member of such person;

2. is not in an employment relationship subject to the direction or control of the person who is the subject of compensation arrangement;

3. does not receive compensation or other payments subject to approval by the person who is the subject of compensation arrangement;

4. has no material financial interest affected by the compensation arrangement; and

5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.

(c) The board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size and purpose and with similar resources;

2. the availability of similar services in the geographic area of this organization;

3. current compensation surveys compiled by independent firms;

4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts

(including contributions) for its three prior tax years of less than $1 million, the board or

compensation committee will have obtained and relied upon appropriate data as to comparability

if it obtains and relies upon data on compensation paid by three comparable organizations in the

same or similar communities for similar services.

(d) The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:

1. the terms of the compensation arrangement and the date it was approved;

2. the members of the board or compensation committee who were present during debate

on the transaction, those who voted on it, and the votes cast by each board or committee

member;

3. the comparability data obtained and relied upon and how the data was obtained;

4. if the board or compensation committee determines that reasonable compensation for

providing services under any other compensation arrangement with this organization is

15

higher or lower than the range of comparability data obtained, the board or committee

shall record in the minutes of the meeting the basis for its determination;

5. if the board or committee makes adjustments to comparability data due to geographic

area or other specific conditions, these adjustments and the reasons for them shall be

recorded in the minutes of the board or committee meeting;

6. any actions taken with respect to determining if a board or committee member had a

conflict of interest with respect to he compensation arrangement, and if so, actions taken

to make sure the member with the conflict of interest did not affect or participate in the

approval of the transaction (for example, a notation in the records that after a finding of

conflict of interest by a member, the member with the conflict of interest was asked to,

and did, leave the meeting prior to a discussion of the compensation arrangement and a

taking of he votes to approve the arrangement);

7. the minutes of board or committee meetings at which compensation arrangements are

approved must be prepared before the later of the date o the next board or committee

meeting or 60 days after the final actions of the board or committee are taken with respect

to the approval of the compensation arrangements. The minutes must be reviewed and

approved by the board and committee as reasonable, accurate, and complete within a

reasonable period thereafter, normally prior to or at the next board or committee meeting

following final action on the arrangement by the board or committee.

SECTION 6. ANNUAL STATEMENTS

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

(a) has received a copy of the conflicts of interest policy,

(b) has read and understands the policy,

(c) has agreed to comply with the policy, and

(d) understands the EVEF is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

SECTION 7. PERIODIC REVIEWS

To ensure the EVEF operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.

(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the EVEF’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

SECTION 8. USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Section 7, the EVEF may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

16

ARTICLE 12
AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of bylaws of public benefit nonprofit corporations, these bylaws may be altered, amended, or repealed and new bylaws adopted only by approval of the board of directors of the EVEF.

ARTICLE 13
AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES

The EVEF shall not amend its articles of incorporation to alter any statement which appears in the original articles of incorporation, the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the EVEF has filed a "Statement by a Domestic Nonprofit Corporation" pursuant to Section 6210 of the California Nonprofit Corporate Law.

ARTICLE 14
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No director, officer, or other person connected with the EVEF, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the EVEF, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation or reimbursement for services performed for the EVEF in effecting any of its public or charitable purposes, provided that such compensation or reimbursement is otherwise permitted by these bylaws and is fixed by resolution of the board of directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the EVEF. Upon such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the articles of incorporation of the EVEF and not otherwise.

END OF BYLAWS

(amended 5/24/2006)

17