BYLAWS CALIFORNIA TRIBAL COLLEGE ARTICLE I NAME. The name of this corporation shall be California Tribal College (the Corporation ).

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1 BYLAWS OF CALIFORNIA TRIBAL COLLEGE ARTICLE I NAME The name of this corporation shall be California Tribal College (the Corporation ). ARTICLE II OFFICE Section 1. Principal Office. The principal office for the transaction of the business of the Corporation is hereby fixed and initially located at Puhkum Road, Brooks, California The Board of Regents of the Corporation (the Board ) may change the principal office from one location to another within the State of California. Any such change shall be noted by the Secretary opposite this Section, but shall not be considered an amendment of these Bylaws. Section 2. Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business. ARTICLE III PURPOSES Section 1. Purpose. The Corporation is organized and shall be operated exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the IRC ). These purposes include but are not limited to (i) development, sponsorship and operation of a college of higher education for the benefit of tribal members in the State of California; and (ii) provision of quality educational opportunities, promotion of research, and facilitation of individual development through instruction on subjects relevant to the community in an accessible, community-based and culturally diverse environment that supports and maintains California Native cultures and languages. Section 2. Nonpartisan Activities. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. MEMBERSHIP Section 3. Members. The Corporation shall have one class of members, designated as Leadership Members. Leadership Members shall consist of all federally recognized tribes in the State of

2 California which elect to become members of the Corporation by (a) appointing a member to the Leadership Council (as hereinafter defined) in such manner as may be prescribed by the Board, and (b) timely paying such dues and fees as may be prescribed by the Board from time to time, which dues shall initially be $1,000 per year. Section 4. Leadership Council. The California Tribal College Leadership Council ( Leadership Council ) shall be comprised of one individual representative appointed from time to time by each Leadership Member. Each of the Leadership Members shall have the right to remove their respective representatives from the Leadership Council and replace them with other representatives at any time. The Leadership Members shall be divided into three (3) regions representing the tribes of Northern, Central and Southern California (each, a Region ) in accordance with the model for California tribes promulgated from time to time by the Bureau of Indian Affairs, the current version of which is attached as Exhibit A to these Bylaws. The Leadership Council shall, inter alia, (a) elect six (6) members of the Board (the Leadership Regents ), two for each Region, in the manner set forth in Article V, Section 3(a) below, (b) receive reports from, and meet not less than semi-annually with, the Leadership Regents, (c) provide feedback to the Leadership Members on the status of the Corporation, (d) provide non-binding recommendations to the Leadership Regents relating to the operation of the Tribal College, including without limitation, academic programs, campus location, corporate name and search process for Tribal College president, fundraising, financial matters and investments, assist the Tribal College president in fundraising, and otherwise serve in an advisory capacity to the Tribal College president and the Board, (e) select an elder from each Region to serve as a cultural and spiritual advisor to the Corporation, and (f) require the payment to the Corporation by the Leadership Members of the dues and fees prescribed by the Board from time to time. The Board may permit tribes in the State of California who are not federally recognized to participate in the Leadership Council as honorary non-voting members with such rights as may be determined by the Board from time to time, but honorary members shall not be considered Members for purposes of these Bylaws. Section 5. Leadership Council Compensation. Each Leadership Member shall be responsible for the payment of any compensation or expenses of the members of the Leadership Council, and no such compensation or expenses will be paid by the Corporation. Section 6. Membership Rights. Members shall have the right to vote on the election of regents, as set forth in these Bylaws, and on any amendment to the Articles of Incorporation of the Corporation (the Articles ), the disposition of all or substantially all of the Corporation s assets, any merger and its principal terms and any amendment of those terms, and any election to dissolve the Corporation. In addition, Members shall have all rights afforded members elsewhere in these Bylaws and under the California Nonprofit Public Benefit Corporation Law (the Code ). Section 7. Dues, Fees and Assessments. Each Member must pay, within the time and on the conditions set by the Board, the dues, fees and assessments in amounts to be fixed from time to time by the Board. Members who have paid the required dues, fees and assessments in accordance with these Bylaws and who are not suspended shall be Members in good standing. Section 8. Termination of Membership. A membership shall terminate on occurrence of any of the following events: (a) Resignation of the Member; 2 -

3 (b) The Member s failure to pay dues, fees or assessments as set by the Board within thirty (30) days after they are due and payable and an additional period of thirty (30) days after giving the Member notice of delinquency; (c) Any event that renders the Member ineligible for membership, or failure to satisfy membership qualifications; or (d) Termination of membership under Article IV, Section 9 of these Bylaws based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the Member has failed in a material and serious degree to observe the rules of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to the Corporation s purposes and interests. Section 9. Suspension of Membership. A Member may be suspended, under Article IV, Section 9 of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the Member has failed in a material and serious degree to observe the Corporation s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the Corporation s purposes and interests. A person whose membership is suspended shall not be a Member during the period of suspension. Section 10. Procedure for a Termination or Suspension of Membership. If grounds appear to exist for suspending or terminating a Member under Article IV, Sections 7(d) or 8 of these Bylaws, the following procedure shall be followed: (a) If the Member s representative on the Leadership Council is the cause of the Board s determination under Section 7(d) or 8, the Board shall first give the Member notice of such determination and the opportunity to replace its representative. If (i) the Member fails so to replace its representative within sixty (60) days after such notice, or (ii) the cause of the Board s determination is not the Member s representative on the Leadership Council, the Board shall give the Member at least fifteen (15) days prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or certified mail to the Member s last address as shown on the Corporation s records. (b) The Member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board, or by a committee or person authorized by the Board, to determine whether the suspension or termination should occur. (c) The Board, committee or person shall decide whether the Member should be suspended or terminated in any way. The decision of the Board, committee or person shall be final. (d) Any action challenging a suspension or termination of membership, including a claim alleging defective notice, must be commenced within one hundred eighty (180) days after the date of the suspension or termination. Section 11. Memberships Not Transferable. No membership or right arising from membership shall be transferred. 3 -

4 Section 12. Meetings. (a) Annual Meeting. An annual meeting of the Leadership Council shall be held on the last Friday of August of each year at 10:00 a.m., unless the Board fixes another date or time and so notifies Members as provided in Section 11(e) of these Bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day. At the meeting, regents shall be elected and other proper business may be transacted, subject to Section 11(f) of these Bylaws. References in these Bylaws to meetings of Members shall be deemed to refer to meetings of the Leadership Council, as applicable, as such body includes representatives of each of the Leadership Members. (b) Special Meetings. The Board, the Chair, the President or twenty-five percent (25%) or more of the Leadership Members may call a special meeting of the Leadership Members, respectively, for any lawful purpose at any time. Any such special meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and addressed to the attention of and submitted to the Chair, the President or any Vice President, if any, or the Secretary of the Corporation. The officer receiving the request shall cause notice to be given promptly to the applicable Members entitled to vote, stating that a meeting will be held at a specified time and date fixed by the Board. The meeting date shall be at least thirty-five (35) but not more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing or affecting the time at which a meeting of Leadership Members may be held when the meeting is called by the Board. No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting. (c) Place of Meeting. Meetings of the Members shall be held at any place within or outside California designated by the Board or by the written consent of all Members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, Members meetings shall be held at the Corporation s principal office. The Board may authorize Members who are not present in person to participate by electronic transmission or electronic video communication. (d) Electronic Meetings. If authorized by the Board, and subject to the requirements of consent in California Corporations Code Section 20(b) and any guidelines and procedures the Board may adopt, Members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of Members may, by electronic transmission by and to the Corporation or by electronic video screen communication, participate in a meeting of Members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of Members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the Corporation or by electronic video screen communication, subject to the requirements of these Bylaws. A meeting of the Members may be conducted, in whole or in part, by electronic transmission by and to the Corporation or by electronic video screen communication (i) if the Corporation implements reasonable measures to provide Members in person (or, if proxies are allowed, by proxy) a reasonable opportunity to participate in the Meeting and to vote on matters submitted to the Members, including an opportunity to read or hear the proceedings of the Meeting substantially concurrently with those proceedings, and (ii) if any Member votes or takes other action at the Meeting by means of electronic transmission to the Corporation or electronic video screen communication, a record of that vote or action is maintained by the Corporation. Any request by the Corporation to a Member pursuant to California Corporations Code Section 20(b) for consent to conduct a meeting of Members by electronic transmission by and to the Corporation shall include a notice that, 4 -

5 absent consent of the Member pursuant to Corporations Code Section 20(b), the meeting shall be held at a physical location in accordance with Article IV, Section 11(c) of these Bylaws. (e) Notice Requirement. Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, under Article IV, Section 11(g) of these Bylaws, to each Member entitled to vote at that meeting. The notice shall specify the place, date and hour of the meeting, and the means of electronic transmission by and to the Corporation or electronic video screen communication, if any, by which Members may participate in the meeting. For the annual meeting, the notice shall state the matters that the Board, at the time notice is given, intends to present for action by the Members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which regents are to be elected shall include the names of all persons who are nominees when notice is given. (f) Notice of Certain Agenda Items. Approval by the Members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals: (i) (ii) (iii) (iv) Removing a regent without cause; Filling vacancies on the Board; Amending the articles of incorporation; or Electing to wind up and dissolve the Corporation. (g) Manner of Giving Notice. Notice of any meeting of Members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given either personally, by electronic transmission by the Corporation, or by first-class, registered or certified, mail or by other means of written communication, charges prepaid, and shall be addressed to each Member entitled to vote, at the address of that Member as it appears on the books of the Corporation or at the address given by the Member to the Corporation for purposes of notice. If no address appears on the Corporation s books and no address has been given, notice shall be deemed to have been given if either (i) notice is sent to that Member by first-class mail or facsimile or other written communication to the Corporation s principal office, or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office of the Corporation is located. (h) Notice by Electronic Transmission. Notice given by electronic transmission by the Corporation shall be valid only if: (i) Delivered by (A) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the Corporation; (B) posting on an electronic message board or network that the Corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it; or (C) other means of electronic communication; 5 -

6 (ii) To a recipient who has provided an unrevoked consent to the use of those means of transmission for communications; and (iii) That creates a record that is capable of retention, retrieval and review, and that may thereafter be rendered into clearly legible tangible form. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the Corporation after either of the following: (1) the Corporation is unable to deliver two consecutive notices to the Member by that means, or (2) the inability so to deliver the notices to the Member becomes known to the Secretary, any Assistant Secretary or any other person responsible for the giving of notice. (i) Affidavit of Mailing. An affidavit of the mailing of any notice of any Members meeting, or of the giving of such notice by other means, may be executed by the Secretary or an Assistant Secretary of the Corporation and, if so executed, shall be filed and maintained in the Corporation s minute book. (j) Quorum. Forty percent (40%) of the Leadership Members from each Region shall constitute a quorum for the transaction of business at any meeting of Leadership Members. Except as otherwise required by law, the Articles or these Bylaws, the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough Members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum. (k) Voting. Subject to the Code, Leadership Members in good standing on the record date as determined under Article IV, Section 11(o) of these Bylaws shall be entitled to vote at any meeting of Leadership Members, respectively. Voting may be by voice or by ballot, except that any election of regents must be by ballot if demanded before the voting begins by any Member eligible to vote at the meeting. Each Leadership Member entitled to vote may cast one vote on each matter submitted to a vote of the Leadership Members. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the Leadership Members, unless the vote of a greater number, or voting by classes, is required by the Code, the Articles or these Bylaws. Any action required to be taken by the Members, as provided in Section 5 of this Article IV, other than the election of regents, shall require the affirmative vote of a majority of each of the Leadership Members. The Leadership Council may, in its discretion, direct the President to develop online voting procedures to be presented to the Leadership Council for approval; such procedures shall include sufficient safeguards to ensure voting accuracy, and any such electronic vote(s) must occur and be tabulated before any duly-noticed meeting at which the vote is to occur. (l) Waiver of Notice or Consent. The transactions of any meeting of Members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after standard call and notice, if (i) a quorum is present either in person or by proxy, and (ii) either before or after the meeting, each Member entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the meeting. The waiver of notice, consent or approval need not specify either the business to be transacted or the purpose of the meeting except that, if action is taken or proposed to be taken for approval of any matter specified in Article IV, Section 11(f) of these Bylaws, the waiver of notice, consent or approval shall state the general 6 -

7 nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A Member s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting unless the Member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. (m) Action by Unanimous Written Consent. Any action required or permitted to be taken by the Members may be taken without a meeting, if all Members entitled to vote with respect to such action consent in writing to the action. The written consent or consents shall be filed with the minutes of the meeting. The action by written consent shall have the same force and effect as a unanimous vote of the applicable Members. (n) Action by Written Ballot. Any action that Members may take at any meeting of Members may also be taken without a meeting by complying with this Section 11(n). One written ballot shall be distributed to each Member entitled to vote on the matter. The ballot and any related material may be sent by electronic transmission by the Corporation, and responses may be returned to the Corporation by electronic transmission that meets the requirements of Article IV, Sections 11(g) and (h) of these Bylaws. All solicitations of votes by written ballot shall (i) state the number of responses needed to meet the quorum requirement; (ii) state, with respect to ballots other than for election of regents, the percentage of approvals necessary to pass the measure or measures; and (iii) 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) give the Members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time in which to return the ballot to the Corporation. If the Corporation has one hundred (100) or more members, any written ballot distributed to ten (10) or more members shall provide that, subject to reasonable specified conditions, if the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification. In any election of regents, a written ballot that a member marks withhold, or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a regent. Approval by written ballot shall be valid only when (A) the number of votes cast by ballot (including ballots that are marked withhold or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (B) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting. A written ballot may be revoked. All written ballots shall be filed with the Secretary of the Corporation and maintained in the corporate records for at least three (3) years. (o) Record Date. For purposes of establishing the Members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the Board may, in advance, fix a record date. The record date so fixed for 7 -

8 (i) Sending notice of a meeting shall be no more than ninety (90) nor less than ten (10) days before the date of the meeting; (ii) Voting at a meeting shall be no more than sixty (60) days before the date of the meeting; (iii) Voting by written ballot shall be no more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and (iv) Taking any other action shall be no more than sixty (60) days before that action. If not otherwise fixed by the Board, the record date for determining Members entitled to (1) receive notice of a meeting of Members shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held; (2) vote at the meeting shall be the day on which the meeting is held; (3) vote by written ballot shall be the day on which the first written ballot is mailed or solicited; and (4) exercise any rights with respect to any other lawful action shall be the date on which the Board adopts the resolution relating to that action, or the sixtieth (60 th ) day before the date of that action, whichever is later. (p) Proxies. Each Member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the Member and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the Member s name is placed on the proxy by the Member whether by manual signature, typewriting, facsimile transmission or otherwise. If the Corporation has one hundred (100) or more Members, any form of proxy distributed to ten (10) or more Members shall give the Member an opportunity to specify a choice between approval and disapproval of each matter or group of related matters and, subject to reasonable specified conditions, shall provide that, when the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification. In an election of regents, any form or proxy that a member marks withhold, or otherwise marks in a manner indicating that authority to vote for the election of regents is withheld, shall note be voted either for or against the election of a regent. Any proxy covering matters for which a vote of the Members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of regents, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the Members. Such matters include amendments of the Articles or Bylaws changing proxy rights; certain other amendments of the Articles; removal of regents without cause; filling vacancies on the Board; the sale, lease, exchange, conveyance, transfer or other disposition of all or substantially all corporate assets, unless the transaction is in the usual and regular course of the Corporation s activities; the principal terms of a merger or the amendment of a merger agreement; or an election to dissolve the Corporation. No proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three (3) years after the date of execution. A validly executed proxy shall continue in full force and effect until it is revoked by the Member executing it, before the vote is cast under that proxy, (i) by a writing delivered to the Corporation stating that the proxy is revoked, (ii) by a subsequent proxy executed by that member and 8 -

9 presented to the meeting, or (iii) as to any meeting, by that Member s attendance and voting at the meeting. A proxy may not be irrevocable. (q) Adjournment. Any Members meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Members represented at the meeting. No meeting may be adjourned for more than forty-five (45) days. When a Members meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned (or the means of electronic transmission by and to the Corporation or electronic video screen communication, if any, by which Members may participate) are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. ARTICLE IV REGENTS Section 1. Powers. (a) General Corporate Powers. Subject to the provisions of the Code, the Articles and these Bylaws, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. (b) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the regents shall have the power to: (i) Select and remove officers and prescribe any powers and duties for them that are consistent with law, with the Articles and with these Bylaws and fix their compensation. (ii) Change the principal office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting or meetings, including annual meetings. (iii) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities. (iv) Cause to be prepared operating and capital budgets; and (v) Adopt and implement policies and procedures to carry out the mission, longrange goals, strategies, corporate policies and performance criteria of the Corporation. 9 -

10 Section 2. Number, Qualification and Designation of Regents. nine (9). (a) Number of Regents. The authorized number of regents of the Corporation shall be (b) Qualification and Designation of Regents. Six (6) regents shall be designated by the Leadership Council (the Leadership Regents), in the manner specified in Section 3 of this Article V. The Leadership Council shall separately, by majority vote, select three (3) At-Large regents (the At-Large Regents ). The Leadership Regents shall be California Native tribal members. The At-Large Regents need not be Native American or tribal members and need not be residents of the State of California. At-Large Regents shall possess such qualities and experience that would enable them to further the Corporation s objectives and purposes described in Section 1 of Article III hereof, including without limitation (i) experience in, and dedication to, higher education, and (ii) a minimum of a bachelor of arts or sciences degree from an accredited institution of higher education or experience which, in the judgment of the persons selecting such regent, is equivalent thereto for purposes of such regent s ability to further such objectives and purposes. In addition, all Regents shall be of suitable character, meaning all shall be subject to a background investigation, and there shall exist no adverse finding which, in the judgment of the Board of Regents, would not adversely affect the particular Regent s judgment and ability to further such objectives and purposes (taking into account, for example, the nature of, and length of time elapsed since, any adverse conduct and the conduct and reputation of such proposed regent since that time). (c) Interested Persons Limitation. Not more than forty-nine percent (49%) of the persons serving on the Board at any time may be interested persons. An interested person is (i) any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full- or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a regent as regent; and (ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, son-in-law, mother-in-law or father-inlaw of any such person. Section 3. Election and Term of Office of Regents. (a) Leadership Council Regents. At its annual meeting, the Leadership Council shall elect six (6) regents with two regents elected for each Region. Any Leadership Council member may nominate a Leadership Regent candidate for each Region., The Leadership Regent(s) elected for each Region shall be that(those) nominee(s) having the highest number of votes from the Leadership Council. Balloting may be secret, and candidates may vote for themselves. Notwithstanding the foregoing, in recognition of the special contributions made by Yocha Dehe Wintun Nation in the founding, leadership and organization of the Corporation, including its financial contributions, one of the Leadership Regents shall initially be designated by Yocha Dehe Wintun Nation, which regent so designated shall serve in Group 3 until the 2016 annual meeting as provided in Section 3(c) below. (b) At-Large Regents. Forthwith following the annual election of the Leadership Regents, they shall together elect the three At-Large Regents by majority vote. (c) Term. Each regent shall hold office for a term of three (3) years and until his or her successor is elected and qualifies; provided that the initial Board shall serve until the 2014 annual meeting. No regent may serve more than two (2) consecutive terms. For purposes of determining the terms of each 10 -

11 regent, the Board shall divide the regents into three (3) groups: Group 1 shall include the Leadership Regents from the Northern California Region, and one At-Large Regent; Group 2 shall include the Leadership Regents from the Central California Region, and one At-Large Regent; Group 3 shall include the Leadership Regents from the Southern California Region and one At-Large Regent. At-Large Regents need not be from any particular region. The term of office of one class shall expire each year, except that for the initial Board elected in 2012, the term shall expire as follows: (i) Regents in Group 1 shall have their term expire at 2014 annual meeting (and every three (3) years thereafter); (ii) Regents in Group 2 shall have their term expire at 2015 annual meeting (and every three (3) years thereafter); and (iii) Regents in Group 3 shall have their term expire at 2016 annual meeting (and every three (3) years thereafter). Section 4. Vacancies. (a) Events Causing Vacancy. A vacancy or vacancies in the Board shall be deemed to exist on the occurrence of the following: (i) the death, removal or resignation of any regent; provided that a regent who was elected by specified persons may be removed only by those persons, as provided in Section 4(c) of this Article V; (ii) the declaration by resolution of the Board of a vacancy of the office of a regent who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a legally imposed duty under the Code; (iii) the vote of the persons who elected such regent; (iv) an increase in the authorized number of regents; or (v) the failure of the Members, at any meeting at which any regent or regents are to be elected, to elect the number of regents required to be elected at such meeting. (b) Resignations. Except as provided in this paragraph, any regent may resign, which resignation shall be effective on giving written notice to the Chair, or the Secretary, unless the notice specifies a later time for the resignation to become effective. If the resignation of a regent is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective, provided such successor meets the requirements of Section 2 of this Article V. Except on notice to the California Attorney General, no regent may resign when the Corporation would then be left without a duly elected regent or regents. (c) Removal. Any Leadership Regent may be removed without cause by the Leadership Council, voting by Region as provided in these Bylaws. Any At-Large Regent may be removed without cause by the Leadership Regents. (d) Filling Vacancies on Board. Except for a vacancy created by the removal of a regent by the Members, provided any successor regent meets the requirements of Section 2 of this Article V, vacancies on the Board may be filled by approval of the Board or, if the number of regents then in office is less than a quorum, by (i) the unanimous written consent of the regents then in office, (ii) the affirmative vote of the majority of the regents then in office at a properly held meeting, or (iii) a sole remaining regent. Any reduction of the authorized number of regents shall not result in any regent being removed before his or her term of office expires. The Members entitled to vote with respect to the election of a regent may elect a regent or regents at any time to fill any vacancy or vacancies not filled by the regents. 11 -

12 Section 5. Place of Meetings; Meetings by Telephone. Regular meetings of the Board may be held at any place within or outside of the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting, or if not stated in the notice, the principal office of the Corporation. Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Members of the Board may participate in any meeting through use of a conference telephone, electronic video screen communication or electronic transmission by and to the Corporation so long as all regents participating in such meeting through use of electronic transmission by and to the Corporation are able to hear one another. Participation in a meeting through the use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, constitutes presence in person at such meeting if the following apply: (a) other regents; and Each regent participating in the meeting can communicate concurrently with all (b) Each regent is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation. Section 6. Annual Meeting. Immediately after each annual meeting of the Leadership Council, the Board shall hold an annual meeting at such place and on such date as shall be determined by the Board for the purpose of organization, election of officers and the transaction of other business. Such annual meetings may be held without notice. Section 7. Other Regular Meetings. The Board shall hold four regular meetings per year, including the annual meeting. Other regular meetings of the Board shall be held without call on such date as is fixed by the regents, unless such date 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. Such regular meetings may be held without notice. Section 8. Special Meetings. Special meetings of the Board for any purpose may be called at any time by the Chair, the President, any Vice President if there be such an officer, the Secretary or any two (2) regents. Such special meetings shall be held upon notice deposited by first-class mail at least four (4) days before the meeting or forty-eight (48) hours notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by facsimile, electronic mail or other electronic transmission either directly to the regent or to a person at the regent s office who would reasonably be expected to communicate that notice promptly to the regent. The notice shall state the time and place for the meeting, but need not specify the purpose of the meeting. Section 9. Quorum; Board Action. A majority of the authorized number of regents shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article V. Except as set forth in the immediately following sentence, every act or decision done or made by a majority of the regents present at a meeting duly held at which a quorum is present shall be regarded 12 -

13 as an act of the Board, subject to the provisions of the Code, including without limitation those provisions relating to (a) approval of contracts or transactions in which a regent has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) appointment of committees, and (d) indemnification of regents. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of regents, if any action taken is approved by at least a majority of the required quorum for that meeting. Section 10. Waiver of Notice. The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the regents not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any regent who attends the meeting without protesting before or at its commencement about the lack of adequate notice. Section 11. Adjournment. A majority of the regents present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than twenty-four (24) hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the regents who were not present at the time of the adjournment. Section 12. 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, individually or collectively, consent in writing to that action; provided, that the consent of any regent who has a material financial interest in a transaction to which the Corporation is a party or who is an interested director as defined in Section 5233 of the Code, shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Section 13. Fees and Compensation of Regents. Regents shall receive no compensation for their services as regents. However, in connection with the performance of their duties as regents, the regents may be reimbursed for actual reasonable expenditures on behalf of the Corporation that are authorized in accordance with the Corporation s policies regarding reimbursement of expenses. Nothing contained in this section shall be construed to preclude any regent from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor, subject, however, to the other provisions of these Bylaws. Section 14. Board of Directors. The Board of Regents of the Corporation shall constitute the governing body of the Corporation under Section 5047 of the Code and the board of directors of the Corporation under Section 5210 of the Code, and all references herein to regents shall be deemed to refer to directors, as such term is used in the Code. 13 -

14 ARTICLE V COMMITTEES Section 1. Committees. The Board may, by resolution adopted by a majority of the regents then in office, designate one or more committees, to serve at the pleasure of the Board. Each committee shall consist of at least three (3) regents. Any committee, to the extent provided by the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of the Board resolution, may: (a) Take any final action on any matter that, under the Code or these Bylaws, also requires approval of the Members; (b) (c) Fill vacancies on the Board or in any committee; Amend or repeal these Bylaws or adopt new Bylaws; (d) Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable; (e) Appoint any other committees of the Board or the members of those committees; (f) Expend corporate funds to support a nominee for regent after there are more people nominated for regent than can be elected; or (g) Approve any transaction to which the Corporation is a party and one or more regents have a material financial interest; except as provided for in Section 5233(d)(3) of the Code. Section 2. Audit Committee. The Corporation shall have an Audit Committee consisting of at least three (3) individuals, including two (2) Leadership Regents and one (1) At-Large Regent, and may include nonvoting advisors. Regents who are employees or officers of the corporation or who receive, directly or indirectly, any consulting, advisory or other compensatory fees from the Corporation may not serve on the Audit Committee. The Audit Committee shall perform the duties and adhere to the guidelines set forth in the Corporation s Audit Committee charter as adopted and amended from time to time by the Board, which initial Audit Committee charter is attached as Exhibit B to these Bylaws. Such duties include, but are not limited to: (a) Assisting the Board in choosing an independent auditor and recommending termination of the auditor, if necessary; (b) (c) (d) Negotiating the auditor s compensation; Conferring with the auditor regarding the Corporation s financial affairs; and Reviewing and accepting or rejecting the audit. 14 -

15 Members of the Audit Committee shall not receive compensation for their service on the Audit Committee. A majority of the members of the Audit Committee may not concurrently serve as members of the Finance Committee, and the chair of the Audit Committee may not serve on the Finance Committee. Section 3. Finance and Investment Committee. The Corporation shall have a Finance and Investment Committee consisting of at least three (3) individuals, including two (2) Leadership Regents and one (1) At-Large Regent who are not serving on the Audit Committee, and may include nonvoting advisors. The Finance and Investment Committee shall serve in an advisory capacity to the President in connection with the preparation of the Tribal College budget and other financial planning. With respect to investments, the Finance and Investment Committee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with these matters would use in the conduct of an enterprise of like character and with like aims to accomplish the purposes of the Corporation. Individual investments shall be considered as part of an overall investment strategy. The Finance and Investment Committee shall consider present and future financial requirements, expected total return, general economic conditions, appropriate level of risk, appropriate levels of income, growth and long-term net appreciation and the probable safety of funds. The Finance and Investment Committee may retain professional money managers. The Finance and Investment Committee may recommend the retention of property contributed by a donor (whether or not it produces income), and a donor s request should be a factor in making the determination of whether to sell a particular asset contributed by a donor. Section 4. Compensation Committee. The Corporation shall have a Compensation Committee consisting of at least three (3) regents and no one who is not a regent. Regents who are also employees of the Corporation may not serve on the Compensation Committee. The Compensation Committee shall review the compensation, including benefits, of the President and the Treasurer or Chief Financial Officer, and such other officers of the Corporation as the Compensation Committee determines appropriate, upon hiring, annually and whenever a modification in compensation is proposed. The review shall include an evaluation of the performance of the officers and an analysis of appropriate comparability data. Based on its review, the Compensation Committee shall recommend just and reasonable compensation amounts for the officers to the Board. At the request of the Chair, the President or the Board, the Compensation Committee shall review any issue involving staff compensation and benefits. Section 5. Meetings and Action of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article V of these Bylaws concerning meetings of regents, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, except that the time for meetings of committees may be determined either by resolution of the Board or by resolution of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board may adopt rules for the governance of any committee not inconsistent with the provisions of these Bylaws. ARTICLE VI OFFICERS Section 1. Designation of Officers. The officers of the Corporation shall be chosen by the Board and shall include a Chair, a Vice Chair, a President, a Treasurer or Chief Financial Officer and a 15 -