SONOMA STATE UNIVERSITY FOUNDATION AMENDED BYLAWS TABLE OF PROVISIONS* AND HISTORICAL PROFILE

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1 SONOMA STATE UNIVERSITY FOUNDATION AMENDED BYLAWS TABLE OF PROVISIONS* AND HISTORICAL PROFILE ARTICLE TITLE PAGE SUMMARY ANNOTATION I Objectives & Purposes 1 For governance rules consistent w/ law & Articles II Construction & Definitions 1 Governed by CA Nonprofit Public Benefit Corp Law III Board of Directors 1 III 1 Powers 1 III 1 (a) General Corporate Powers 1 Affairs managed under & powers exercised by Board III 1 (b) Specific Powers 2 Four specific areas of Board authority listed III 1 Emergency Powers 2 Board may act in emergency Corp C ode 5140(n)(1) III 2 Number 2 Directors qualifications; voting rights; no proxy voting III 3 Nomination and Election 3 Nomination, ratification & election process outlined III 4 Terms 3 Terms by Director-type described III 5 Removal of Directors 4 Elected director removal process outlined III 6 Vacancies 4 Elected director vacancy circumstances & process III 7 Emeritus Directors 4 Emeritus director qualifications & prerogatives IV Meetings of The Board of Directors 5 IV 1 Place of Meeting 5 At SSU or as may be set by Board Chair IV 2 Regular Meetings 5 Held quarterly by resolution; at least annually IV 3 Annual Meeting 5 Just prior to last regular meeting of fiscal year IV 4 Special Meetings 5 Call by U President, Board Chair; or any 3 Directors IV 5 Notice of Regular & Special Meetings 6 Meeting Notice & Conduct per Ed Code et seq. IV 6 Quorum 6 Presence of simple majority (with exceptions) IV 7 Adjourned Meetings 6 Present majority may adjourn to specified date/time IV 8 Meetings by Teleconference 6 Specifies conditions for meeting by teleconference V Committees 7 V 1 Committees 7 Limits committee authority ; formation; composition V 2 Committee Procedures 7 Setting proceedings; chair appointments, terms V 3 Removal of Members 8 Board authority to remove committee members V 4 Executive Committee 8 V 4(a) Executive Committee Composition 8 Chair; Acting Chair; CEO;COO; Secretary & CFO V 4(b) Executive Committee Meetings 9 Meet as necessary V 4(c) Executive Committee Charge 9 Set Bd Agendas; Act for Bd in limited circumstances V 5 Audit Committee 9 V 5(a) Audit Committee Composition 9 Min 2 Directors (no officers/staff); composition limits V 5(b) Audit Committee Meetings 9 Min 2/year, around annual audit cycle V 5(c) Audit Committee Charge 10 Review/recommend auditor; review audit aspects V 6 Investment Committee 10 V 6(a) Investment Committee Composition 10 Bd Chair appts min 5 Directors (2 w/invest experience V 6(b) Investment Committee Meetings 10 Minimum 4/year V 6(c) Investment Committee Charge 10 Review/recommend; monitor results; report to Bd V 7 Governance Committee 10 V 7(a) Governance Committee Composition 10 Min 5 Directors; Bd Chair appts Committee Chair V 7(b) Governance Committee Meetings 10 Meet as necessary V 7(c) Governance Committee Charge 11 Review/recommend Governing Docs; Nominations 1 of 3

2 ARTICLE TITLE PAGE SUMMARY ANNOTATION VI Officers and Management 11 VI 1 Officers 11 6 officers identified by title; Board may add others V I 2 Election of Officers 11 Annual terms; filling vacancies; holding over V I 3 Removal and Resignation 11 Bd removal w/ or w/o cause; resignation process VI 4 Board Chair 12 Duties summarized VI 5 Acting Board Chair 12 Duties summarized VI 6 President (CEO) 12 Duties summarized VI 7 Chief Operating Officer (COO) 12 Duties summarized VI 8 Secretary 12 Duties summarized V I 9 Chief Financial Officer (CFO) 13 Duties summarized VII Indemnifications 13 Directors, Officers, Employees & Other Agents VII 1 Right of Indemnification 13 Coverage; scope; to fullest extent under law VII 2 Approval of Indemnity 13 Majority Bd vote by Directors not party to proceeding VII 3 Advancement of Expenses 14 Permitted; process described VII 4 Insurance 14 Permitted (self-dealing excluded) VIII Records and Reports 14 VIII 1 Maintenance & Inspection of Articles 14 Kept at principal office & open for Director inspection & Bylaws VIII 2 Maintenance & Inspection of Other 15 Open for Director inspection during business hours Corporate Records VIII 3 Inspection by Directors 15 Absolute right at any reasonable time VIII 4 Annual Reports & Financial Statements 15 Independent annual financial audit & Annual Report to Board required IX General Provisions 16 IX 1 Execution of Contracts 16 Board may delegate authorization IX 2 Checks, Drafts or Other Orders for 16 Board determines signatory authority to others Payment of Money IX 3 Compensation of Directors 16 None, except expense advances/reimbursements OK IX 4 Voting Shares 17 Authorized. IX 5 Fiscal Year 17 July 1 through June 30 X Loans & Financial Interests 17 X 1 Loans to Directors & Officers 17 Prohibited X 2 Restriction on Interested Persons as Directors 17 No more than 49% of Board may be interested persons as defined X 3 Standards of Conduct & Financial Interests 17 Directors held to statutory financial interest & selfdealing standards as cited XI Amendments 18 Majority vote regular meeting of all Board members Certification of Secretary 18 Required to authenticate adoption *Table of Provisions is not intended as part of the Amended Bylaws. 2 of 3

3 BYLAWS REVISIONS HISTORICAL PROFILE EFFECTIVE DATE May 15, 1974 May 26, 1978 September 20, 1979 December 17, 1981 March 19, 1984 March 21, 1990 July 1, 1995 December 7, 2004 March 8, 2005 December 14, 2012 June 12, 2015 September22,2017 MAJOR CHANGES SUMMARY Initial Bylaws Adopted as SSC Foundation for Educational Development, Inc. Change to Board composition/ terms and designated officers Name change to SSU Academic Foundation, Inc. Provisions reorganized; position titles updated; conduct standards added. Change to Board composition Change to Board size and composition; update position titles Provisions reorganized; change to Board composition and designating officers/titles Designated officer change; add restricted funds section Change to designated officer Change to designated officer None Revision and reorganization of amended Bylaws: name change to SSU Foundation 3 of 3

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