GLENOAKS ELEMENTARY SCHOOL FOUNDATION

SEVENTH REVISED & AMENDED BYLAWS

GLENDALE ELEMENTARY SCHOOL FOUNDATION BYLAWS

RESOLUTION AND RECITALS

WHEREAS the Board of Directors of Glenoaks Elementary School Foundation desires to restate and amend the Bylaws which are currently in effect for Glenoaks Elementary School Foundation;

WHEREAS the Board of Directors of Glenoaks Elementary School Foundation is in agreement regarding the approval of the Seventh Revised and Amended Bylaws of Glenoaks Elementary School Foundation; and

NOW THEREFORE the Board of Directors of Glenoaks Elementary School

Foundation, Inc. certifies that the Revised and Amended Bylaws of Glenoaks Elementary School Foundation, Inc. now supersede and replace any previously existing Bylaws and amendments.

ARTICLE I

NAME

The name of this corporation is the GLENOAKS ELEMENTARY SCHOOL

FOUNDATION, a California public benefit nonprofit corporation (the “Corporation.”)

ARTICLE II

OFFICES

Section 2.1. 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 2.2. OTHER OFFICES. Branch or subordinate offices may be established by any time by the Board at any place or places.

Section 2.3. POST OFFICE BOX. The Corporation shall maintain a post office box for receipt of donations and mail.

ARTICLE III

PURPOSE

Section 3.1. This corporation is a nonprofit public benefit corporation. It is organized under the Non-Profit Benefit Corporation Law for public and charitable purposes. It is not organized for the private gain of any person. Such purposes for which this corporation is organized are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 and Section 23701(d) of the California Revenue and Taxation Code.

Section 3.2. The specific and primary purpose for which this corporation is formed is to provide financial and other assistance to the Glenoaks Elementary School of Glendale, California, as stated in the Articles of Incorporation.

Section 3.3. Notwithstanding any other provision of these articles, the corporation shall not carry on any activities not permitted to be carried on, (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal

Revenue Code, or (b) by a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.

ARTICLE IV

NONPARTISAN ACTIVITIES

This corporation has been formed under the California Nonprofit Benefit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote except as provided in Section 501(h) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law. The corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

ARTICLE V

MEMBERS

Section 5.1. QUALIFICATIONS AND RIGHTS OF MEMBERSHIP.

(a) Members. The corporation shall have no members within the meaning of Section 5056 of the California Nonprofit Corporation Law. Any action which would otherwise require approval by such members shall require only approval of the Board.

(b) Associates. The corporation shall have one class designated as “Associates.” An Associate is any person who either (1) is a parent of one or more students currently attending Glenoaks Elementary School (the “School”), or (2) is a teacher or paid staff member at the School. The corporation may refer to persons associated with it as “Members” even though such persons are not members within the meaning of Section 5056 of the California Nonprofit Corporation Law, and no such reference shall constitute anyone such a member.

(c) Duties of Associates. Associates shall be granted voting power at the annual meeting of the Associates for the sole purpose of electing the next year’s Board of Directors. Associates shall have the right to receive notice of and attend meetings.

Members may be added to the agenda for public comment. Any grievance should be recognized by the Board and an adequate response should be given to Members.

(d) Limits on Duties of Associates. Associates shall have no authority or control over the corporation. Associates shall not, in their capacity as Associates, have any right to vote on, approve, or disapprove the designation of officers or the Board of the corporation, or any corporate action taken by the Board acting pursuant to the power granted to the Board under the Bylaws, the Articles of Incorporation, or California

law.

Section 5.2. MEETING OF MEMBERS.

(a) Annual Meeting. An annual meeting of Associates shall be held on a date and at a time and location as determined by the Board of Directors. At this meeting, the Board of Directors shall be elected, and any other proper business may be transacted. Additional meetings of the Associates may be called at any time by the

Board or the President, or by 25 percent or more of the Associates.

(b) Notice Requirements for Associate Meetings.

(i)General Notice Requirements. Whenever Associates are

required or permitted to take any action at a meeting, notice of the meeting shall be given to each Associate entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting. The notice for any meeting shall specify the general nature of the business to be transacted, including those matters that the Board, at the time notice is given, intends to present for action by the Associates, but any proper matter may be presented at the meeting. The notice of the meeting at which the

Board of Directors is to be elected shall include the names of all persons who are nominees when notice is given. Notice shall be given at least one week in advance of any meeting.

(c) Voting.

(i) Manner of Casting Votes. Voting may be by voice or ballot,

including any electronic or online ballot if approved by the Board of Directors.

(ii) Voting. Each Associate entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the Associates.

(iii) Quorum/Approval by Majority Vote. At the annual meeting for

election of the Board of Directors, a quorum is the affirmative vote of a majority of the Associates who participate in the election, however the election is conducted.

(iv) Tabulation of ballots. If paper, electronic, or online ballots are offered, the votes shall be tabulated with independent review and oversight by the

Board Secretary and at least two (2) additional Board Members.

Section 5.3. ACTION WITHOUT A MEETING.

(a) Action by Written Ballot without a Meeting. Any action that may be taken at any meeting of the Associates, including the annual election of the Board of Directors, may be taken without a meeting by complying with these Bylaws.

(i) Solicitation of Written or Electronic Ballots. The corporation

shall provide one written or electronic ballot to each Associate entitled to vote on the matter. Such ballots shall be provided or delivered in the manner required by these Bylaws. All solicitations of votes by written or electronic ballot shall specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action; (2) provide the Members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time within which to return the ballot to the corporation.

Section 5.4. ELECTION OF THE BOARD OF DIRECTORS

(a) Nominations by Committee. The President, with input from the Board of

Directors, shall solicit qualified candidates for election to the Board at least 30 days before the date of any election of the Board of Directors.

(b) Nominations by Associates. Any Associate can nominate him/herself or any other Associate to serve on the next year’s Board of Directors. Nominations shall be submitted to the Board at least thirty (30) days before the date set for the election of the Board.

(c)No Use of Corporate Funds to Support Nominee. Without specific

Board authorization in each instance, no corporate funds may be expended to support a nominee for director after more people have been nominated for director than can be elected.

ARTICLE VI

BOARD OF DIRECTORS

Section 6.1. GENERAL CORPORATE POWERS. Subject to the provisions of

the California Nonprofit Corporation Law, federal laws governing non-profit education foundations and any limitations in the Articles of Incorporation 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, a management company 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 6.2. SPECIFIC POWERS. Without prejudice to such general powers,

but subject to the same limitations, it is expressly declared that the Board shall have the specific responsibility:

(a) To conduct, manage and control the affairs and activities of the corporation, and to make such rules and regulations therefore not inconsistent with law, the Articles and these Bylaws.

(b) To determine the corporation’s objectives and formulate plans;

(d) To adopt and control the operating budget and financial plan of the corporation and to conduct financial affairs on a responsible basis in accordance with established policies;

(e) To control, manage, and maintain the property of the corporation, borrow money for corporate purposes, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of indebtedness and security therefore;

(f) To sell any property, real, personal or mixed, owned by this corporation at any time upon such terms as deemed advisable, at public or private sale, for cash or upon credit;

(g) To retain sums received by the corporation un-invested, when in the discretion of the Board of Directors, such sums cannot be invested advantageously;

(h) To retain all or any part of any securities or property acquired by this corporation in whatever manner, and to invest and to reinvest any funds held by the corporation, according to the judgment of the Board.

(i) To invest funds received by the corporation in such stocks, bonds, loans, secured or unsecured, or other investments as the Board of Directors shall deem advisable;

(j) To appoint such committees as it deems necessary and to prescribe powers and duties for them; and,

(k) Assuring that the corporation is operated in compliance with applicable federal, state, and local laws & regulations;

(l) To select and remove all officers, agents and employees of the corporation, prescribe powers and duties for them not inconsistent with law, the Articles and these Bylaws, and require them for such security, if any, for faithful service as the Board may deem necessary.

(m) To adopt, make and use a corporate seal and to alter the form of such seal from time to time as it may deem appropriate.

Section 6.3. NUMBER OF DIRECTORS. The authorized number of Board

Members shall be no fewer than fifteen (15) and no greater than thirty (30).

Section 6.4. SELECTION AND TERM OF OFFICE. The Board of Directors shall be elected by the Associates during an annual meeting of the Associates. Each Board Member shall serve a term of one year or until a successor has been elected. No reduction in the authorized number of the Board shall have the effect of removing any Board Member prior to the expiration of that Board Member’s term of office.

Section 6.5. RESIGNATION. Any Board Member may resign effective upon

giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to assume office when the resignation becomes effective.

Section 6.6. REMOVAL. Any Board Member may be removed by the

affirmative vote of two-thirds (2/3) of the acting Board of Directors, provided that such removal must be for cause, including for this purpose, excessive absenteeism. Section 6.7. VACANCIES. A vacancy on the Board shall be deemed to exist in case of the death, resignation, or removal of any Board Member, or an increase in the authorized number of Board Members.

Vacancies on the Board shall be filled by vote of the Board, provided that any vacancy to be filled by election of the Board 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 Board Member so elected shall hold office until the expiration of the term of the replaced director and until a successor has been selected and qualified.

The Board may declare vacant the office of a Board Member who has been declared of unsound mind by a final order of the court, of 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 5238 of the Law.

No reduction of the authorized number of Board Members shall have the effect of removing any Board Member prior to the expiration of the Board Member’s term of

office.

Section 6.8. OBLIGATIONS. No Board Member shall be personally liable for

debts, liabilities, or obligations of this corporation.

ARTICLE VII

MEETINGS

Section 7.1. PLACE OF MEETING. Meetings of the Board shall be held at any place within the City of Glendale, 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 7.2. ANNUAL MEETINGS. The Board shall hold an annual meeting for

the purposes of organization, selection of officers, and the transaction of other business. Annual meetings of the Board shall be held on such dates and at such times as may be fixed by the Board.

Section 7.3. REGULAR MEETINGS. Board meetings should be held at least quarterly with all Board Members expected to attend. Failure to fulfill Board Member commitments can be considered as grounds for removal under Section 6.6. Regular meetings shall be open to the interested public.

Section 7.4. 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 Board Members.

Section 7.5. NOTICE. Notice of annual and special meetings of the Board shall be given at least forty-eight (48) hours in advance of the meeting.

Section 7.6. QUORUM. One-half (1/2) of the total number of Board Members constitutes a quorum of the Board for the transaction of business, except to adjourn. Every action or decision 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 is required by law or by the Articles. 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 a meeting.

Section 7.7. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be taken without a meeting, however all Board Members shall individually or collectively consent in writing to such action; provided that such consents may be verbal so long as a follow-up written consent is obtained within five (5) days thereafter. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board. Section 7.8. RIGHTS OF INSPECTION. Every Board Member 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 7.9. COMMITTEES. The Board may appoint one or more committees and delegate to such committees any of the authority of the Board, except those responsibilities that may not be delegated by law, the Articles or these Bylaws. Unless the Board shall otherwise provide, all meetings and other actions of such committees shall be governed by the provisions of this Article VII applicable to meeting and actions of the Board. Minutes shall be kept of the meetings of all committees.

Section 7.10. FEES AND COMPENSATION. Board Members shall serve without compensation for their services, but may receive reimbursement for expenses as fixed or determined by the Board.

ARTICLE VIII

OFFICERS

Section 8.1. OFFICERS. The officers of the corporation shall be a President, a Secretary, a Treasurer, and an Auditor. The corporation may also have, at the discretion 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 these bylaws.

Section 8.2. ELECTION. The officers of the corporation, except such officers as may be elected or appointed in accordance with these bylaws, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices for a one-year term or until their resignation, removal, or other disqualification from service. Officers may be elected to serve successive terms. The person elected to serve as President shall not serve in said office for longer than two successive terms. The Board shall, in its discretion, consider any nominations for officers that may be put forward by any Associate in attendance, but the Board shall exercise its own independent judgment in considering any such nomination and may reject or accept a candidate for any reason, or no reason.

Section 8.3. SUBORDINATE OFFICERS. The Board may elect, and may empower the President to appoint, such other officers and committee chairpersons 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 may from time to time determine.

Section 8.4. REMOVAL AND RESIGNATION. Any officer may be removed by

the Board at any time, for reasonable cause. 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. In the event of the removal or resignation of an officer, he/she shall immediately cease action on behalf of the Board, and within seventy-two hours, the removed or resigning officer shall relinquish his/her foundation books to a remaining

officer.

Section 8.5. 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. Any vacancy in an office shall be filled by the Board of Directors. This shall not count as a full term.

Section 8.6. PRESIDENT. 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. 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.

Section 8.7. VICE PRESIDENTS. In the absence or disability of the President,

Vice Presidents, if any, in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, 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 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 8.8. 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, specifying the time and place of the meeting, the type of meeting, the names of those present at Board and special 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 corporation’s Articles and

Bylaws, as amended to date.

The Secretary 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 8.9. TREASURER. The Treasurer 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 times be open to inspection by any Board Member.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and the Board of Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board.

The Treasurer shall be responsible for the preparation of an annual budget to be presented at the first Regular Board meeting of the school year. At a minimum, the Budget shall outline the expected sources and amounts of income and expenses. Section 8.10. CHIEF FINANCIAL OFFICER. The Board may designate a person, who need not be a member of the Board, to serve as the Chief Financial Officer of the corporation. On the absence of such a designation, the Treasurer shall serve as the Chief Financial Officer of the corporation.

Section 8.11. AUDITOR. The Auditor shall independently review and audit the books of account of the corporation maintained by the Treasurer or Chief Financial Officer, if any, at least two times per year, and shall otherwise assist the Treasurer or

Chief Financial Officer, if any, in the performance of his/her duties.

Section 8.12. FEES AND COMPENSATION. Officers shall serve without compensation for their services but may receive reimbursement for expenses as fixed or determined by the Board.

ARTICLE IX

OTHER PROVISIONS

Section 9.1. ENDORSEMENT OF DOCUMENTS; CONTRACTS.

Subject to the provisions of applicable law and the restrictions set forth herein below, 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 the President or any Vice President and the Secretary, any Assistant Secretary, the Treasurer 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 person or 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. Notwithstanding any provision herein to the contrary, any officer purporting to bind the corporation to any type of commitment involving in excess of $1,000.00 must have such authority evidenced by a specific, separate, written resolution of the Board specifying the exact nature and conditions of the commitment.

Section 9.2. 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 9.3. AMENDMENTS. These Bylaws may be amended or repealed by

the approval of the Board.

Section 9.4. MAINTENANCE OF CERTAIN RECORDS. The accounting

books, records, minutes of proceedings of the Board and any committees 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. Minutes shall be maintained for seven years.

ARTICLE X

INDEMNIFICATION

Section 10.1. DEFINITIONS. For the purposes of this Article X, the following definitions shall apply:

(a) “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;

(b) “proceeding” means any threatened, pending or completed action

or proceeding, whether civil, criminal, administrative or investigative; and

(c) “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under Section 6.04 or 6.05(b).

Section 10.2. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES. 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 proceeding, (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 5233 of the 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 if 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 proceeding 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 not 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 did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation of that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 10.3. 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 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 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 similar circumstances. No indemnification shall be made under this Section:

(a) 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;

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

(c) 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.

Section 10.4. 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 Sections 10.3 or 10.4 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 with the defense.

Section 10.5. REQUIRED DETERMINATIONS. Except as provided in Section

10.4, any indemnification under this Article 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 Sections 10.2 or 10.3, by:

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

(b) The court in which such proceeding is or was pending upon application made by the corporation or 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.

Section 10.6. 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 Article.

Section 10.7. OTHER INDEMNIFICATION. No provision made by the

corporation to indemnify its directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of Board Members or directors, an agreement or otherwise, shall be valid unless consistent with this Article X. Nothing contained in this Article X shall affect any right to Indemnification to which persons other than such directors and Officers may be entitled by contract or otherwise.

Section 10.8. FORMS OF INDEMNIFICATION NOT PERMITTED. No

indemnification or advance shall be made under this Article X, except as provided in

Sections 10.4 or 10.5(b), 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.

Section 10.9. 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 Article X, 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.

ARTICLE XI

MISCELLANEOUS

The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the Glenoaks Elementary School Foundation in all cases to which they are applicable and in which they are not inconsistent with these bylaws.

ARTICLE XII

CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural, and the term “person” includes both a corporation and a natural person.

CERTIFICATE OF SECRETARY

The undersigned does hereby certify that:

1. He/She is the acting Secretary of Glenoaks Elementary School Foundation, Inc., a California nonprofit public benefit corporation; and,

2. The foregoing Bylaws constitute the Bylaws of this corporation as duly adopted by Unanimous Written Consent of the Board of Directors dated this ______ date of __________________, 2020.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on this date.

________________________________

Nancy A. Boghossian, Secretary