2017 AMENDED AND RESTATED BYLAWS OF SAIVA SIDDHANTA ASHRAM A California Nonprofit Religious Corporation

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1 2017 AMENDED AND RESTATED BYLAWS OF SAIVA SIDDHANTA ASHRAM A California Nonprofit Religious Corporation Section 1. Name The name of this corporation is SAIVA SIDDHANTHA ASHRAM, dba SHIVA MURUGAN TEMPLE (the "Temple"). Section 2. Offices of the Corporation The principal offices for the transaction of the business, affairs, and activities of the corporation (the "principal offices") are located at Second Street in Concord, California. The Board of Directors (the "Board") may change the principal office from one location to another. Any change of location of the principal office shall be reflected in an amendment to this Section. Section 3. Purposes and Limitations Section 3.1. Purposes The purpose of this corporation is to provide a place of worship without caste, racial, religious and regional prejudices; and to perform Hindu religious ceremonies and festivals. This corporation is organized and operated exclusively for religious purposes within the meaning of Internal Revenue Code 501(c)(3). Section 3.2. Limitations (A) No substantial part of the activities of this 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. (B) The property of this corporation is irrevocably dedicated to religious purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for religious purposes and which has established its tax exempt status under internal Revenue Code 501(c)(3). (C) Unless required to protect them from damage, the Palani Murugan (with Shiva Lingam) and Ganesha figures shall not be removed from their place in the Temple's altar, as long as the main Temple building remains a place of worship for the Temple's congregation. This limitation is not subject to amendment during the life of this corporation. (D) The principal priest or pujari retained to lead the worship in the Temple shall be well trained in the Saiva tradition. This limitation is not subject to amendment during the life of this corporation. In addition, to the extent possible, the principal pujari shall be able to converse in the Tamil and Hindi languages, in order to facilitate the provision of services to the Temple's target congregation. In the absence of a priest or pujari able to converse in both Tamil and Hindi, the Temple shall retain one Page 1 of 16

2 Section 4. Directors Tamil-speaking pujari and one Hindi-speaking pujari, to the extent possible. This limitation is not subject to amendment during the life of this corporation. (E) The literature setting forth the Saiva Siddhanta Philosophy, including but not limited to the Saiva Thirumuraigal and Saiva Agama Literature, are incorporated by reference into these bylaws. To the extent possible, the practices and method of worship in the Temple shall be in keeping with the those practices set forth in the Saiva Thirumuraigal and Saiva Agama literature. The Secretary-of the Board-shall keep a set of available Saiva Agama Literature and the Saiva Thiramuraigal with these bylaws. (F) Temple services will not be performed in the name of any caste, race, or politically based organizations. (G) Due to the fire hazard and upon the firm recommendation of the Temple s insurance carrier, personal lamps are not permitted within the public areas of the Temple campus. Section 4.1. Interim Board of Directors For the first year of this corporation's operation (one calendar year from the date on which the Temple secures status as a non-profit corporation), the Board shall be known as the "Interim Board," and shall be comprised of the members of the Ad Hoc Committee which has formed this corporation and directed the purchase of the Temple's facilities from the Himalayan Academy. The Interim Board shall exercise the below-described Powers of Directors according to a majority vote by secret ballot to be conducted in the course of scheduled meetings, the convening of which shall be noticed to all members of the Interim Board. Any vote of the Interim Board requires a quorum equal to the greater of seven (7) Directors or a majority of the members of the Interim Board Section 4.2. Election of the Board of Directors/Duration of Terms (A) Eligibility of Directors. In order to be a nominee for an elected Board seat an individual must be a steering committee member (See 6.1 for definition of steering committee). (B) Terms of Office and Election Cycle. Directors serve a 3 year term. It is intended that the Board of Director election cycle is such that 3 director seats are up for election each year for a 3 year term. (C) Nomination Process and Election Process: The Board of Directors must appoint an Election Officer who is not a Board member but is a steering committee member to supervise and oversee the nomination and election process in accordance with these bylaws. For those 3 seats on the Board of Directors that are up for election, it is the steering committee that both nominates and elects directors of the corporation. Nomination and election ballots are submitted via U.S. mail. At the option of the voter or nominator, nominations and voting may be submitted by an overnight mail carrier such as, but not limited to, Federal Express. Page 2 of 16

3 (1) Nomination process: (a) The Board of Directors must by means of U.S. Mail or electronic mail ( with a downloadable document) furnish each steering committee member a nomination form that the Board of Directors designs; (b) The form must indicate the deadline date in which nominations must be post-marked; (c) A steering committee member can only nominate or second for 1 Board seat regardless of the number of seats opened; (d) Nominations submitted later than the designated deadline are invalid and will not be accepted; (e) Any steering committee member may nominate any eligible steering committee member other than him or herself; (2) Election Process: (a) Based on the nominations submitted as provided in 4.2(B)(1) above, the Board must determine the eligibility of any nominee as provided by 4.2(A) above; (b) As there should be 3 Board seats up for election each year, if the Board receives only 3 eligible nominees, then those three nominees are deemed elected to the 3 Board seats that are up for election and no further election is necessary. If there are more eligible nominees then Board seats, then subparagraphs (c) through (f) apply; (c) In the event that there are more eligible nominees than Board positions, the Board of Directors must design a ballot to be used in the election. The order of names appearing on the ballot for each open office must be randomly determined; (d) A ballot received by a steering committee member may only be used by that steering committee member and cannot be duplicated in any fashion and for any purpose; (e) A ballot may not be given to another steering committee member or anyone else for that matter, for the purposes of voting; (f) A Board of director election ballot must be mailed to each steering committee member via U.S. mail; (g) The ballot must indicate the deadline date in which a ballot must be post-marked. Ballots are to be mailed back to the address indicated on the ballot. A ballot postmarked later than the designated deadline is invalid and will not be accepted; (h) The Board of Directors must tally the number of ballots received within the deadline designated. The nominee with the greatest number of votes will be declared the winner and assume the Board seat. If there is a tie in the number of votes between nominees, then a runoff election with those tied nominees only, must be conducted in the same manner that the election was conducted; (i) The Election process is conducted by way of secret ballot; Page 3 of 16

4 Section 4.3. Powers of Directors (A) General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Religious Corporation Law and any other applicable laws, and subject to any limitations in the articles of incorporation or bylaws relating to action requiring approval by the Voting Members, the temporal activities, 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 the general powers set forth in Section 4.3(A) above, but subject to the same limitations, the Board shall have the following powers in addition to other powers enumerated in these bylaws: 1. To select and remove at the pleasure of the Board all officers, agents, and employees of this corporation; to prescribe powers and duties for them as may be consistent with law, the articles of incorporation, and these bylaws: to fix their compensation; and to require from them security for faithful service; 2. To conduct, manage, and control the temporal affairs and activities of the corporation and make such rules and regulations for this purpose, consistent with law, the articles of incorporation, and these bylaws, as they may deem best; 3. To form by resolution, as described below, any committees for the purposes of carrying out its policies and decisions; 4. To dissolve by resolution, as described below, any committee it has formed; 5. To adopt and use a corporate seal, and alter the form of seal; 6. To 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; 7. To approve expenditures for any single item or program by any committee, officer or Director in excess of $1,000. Categories of routine expenditures may be pre-approved (i.e., mortgage payments, salaries to employees, utility bills, newsletters, etc.), but shall be clearly noted in the records and minutes and noticed to the Treasurer; 8. To approve the proposed annual budgets provided by the Treasurer; 9. To exercise all other powers conferred by the California Nonprofit Religious Corporation Law, or other applicable laws; Section 4.4. Vacancies on Board (A) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of any Director; (b) the declaration by Board resolution of a vacancy of the office of a Director who has Page 4 of 16

5 been declared of unsound mind by an order of court or convicted of a felony; (c) removal of a Director for fraudulent acts in an action in Superior Court under California Corporations Code 9223; (d) the majority vote of the Voting Members to remove a Director; (e) an increase in the authorized number of Directors; (f) the failure of the Voting Members to elect the number of Directors to be elected in that vote. (B) Resignations. Except as provided below, any Director may resign by giving written notice to the President of the Board. The President of the Board may resign bv giving written notice to the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Director's resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. No Director may resign if the corporation would then be left without a duly elected Director or Directors. (C) Filling Vacancies. Except for a vacancy created by removal of a Director by the Voting Members, vacancies on the Board may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by the sole remaining Director. (D) Vacancies Filled by Members. The Voting Members may elect a Director or Directors at any time through the regular election process to fill any vacancy or vacancies not filled by the Directors for the term left for that particular seat. (E) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires. Section 4.5. Directors' Meetings (A) Place of Meetings. Regular or special meetings of the Board may be held at any place within or outside California that the Board may designate or, if not so designated, meetings shall be held at the corporation s principal offices, described above. Notwithstanding the above provisions of this Section, a regular or special meeting of the Board may be held at any place consented to in writing by all Board members, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting. (B) Meetings by phone. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all Directors participating in the meeting can hear one another. All such Directors shall be deemed to be present in person at such a meeting. However, it requires minimum of three directors to be physically present at the meeting venue. (C) Regular Meetings. Regular meetings of the Board may be held without call or notice at such time and place, as the Board shall fix from time to time. (D) Special Meetings. 1. Authority to Call. Special meetings of the Board for any purpose may be called at any time by the President, the Secretary, or any two Directors. Page 5 of 16

6 2. Notice. a. Manner of Giving Notice. Notice of the time and place of special meetings must be given to each Director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the Director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as shown on the records of the corporation. b. Time Requirements. Notices of special meetings of the Board sent by first-class mail shall be deposited in the U.S. mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone or telegraph shall be delivered, telephoned or given to the telegraph company at least 48 hours before the time set for the meeting. c. Notice Contents. The notice of a special meeting of the Board shall state the time of the meeting, and the place if the place is other than the principal offices of the corporation. It shall specify the purpose of the special meeting. (E) A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except for the following two situations: a quorum is not required to adjourn a meeting of the Board; the Interim Board requires a quorum equal to the greater of seven (7) Directors or a majority of the Interim Board. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board, which may include a resolution of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting, the required quorum being five out of nine; and a majority of the quorum need to approve any decision. (F) Waiver of Notice. Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her. (G) Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Section 4.6. Action Without a Meeting (A) Any action that the Board is required or permitted to take may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing or by to the secretary to that action. Such action by written consent shall have the same force and effect as the unanimous vote of the Board. Page 6 of 16

7 Such consents shall be filed with the minutes of the proceedings of the Board. Section 4.7. Compensation and Reimbursement (A) Directors shall receive no compensation for their services as Directors, nor shall Directors be reimbursed for expenses incurred in attending meetings. Section 4.8. Advisory Committees of the Board (A) Creation by Resolution: The Board, by resolution adopted by a majority of the Directors then in office who are present, provided a quorum is present (a resolution"), may create one or more advisory committees, each consisting of at least two of the Directors, to serve at the pleasure of the Board. A committee exercising the authority of the Board shall not include as members persons who are not directors. Consistent with Corp. Code 9210(b), the Board however, may delegate the management of the activities of the corporation to any person or persons in the form of an advisory committee consisting of both Board members and Steering Committee members, 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. The Board may also dissolve any such advisory committee by Resolution. These committees may include, but are not limited to a Finance Committee, a Fund Raising Committee, a Publication Committee, a Public Relations Committee, an Entertainment and Festival Committee, a Daily Operations Committee, and a Planning & Education Committee. (B) (C) (D) Executive Advisory Committee. The chairpersons of each of these committees shall comprise the members of the Executive Advisory Committee, the chairperson for which shall be the President. The President (or his or her designee) shall report the Executive Advisory Committee's activities and recommendations to the Board at the Board's regular or special meetings. Appointments to chairpersons of the committees of the Board shall be by a majority of the directors then in the office who are present, provided a quorum is present. The chairperson of each committee shall select the members of his/her corresponding committee. Authority of the Committees to the Board. Any such committees consisting of at least 2 Board members (but no non-board members), to the extent provided in the Board resolution creating it, shall have all authority of the Board, except that no committee, regardless of Board resolution, may do the following: (1) Take any final action on matters that, under the California Nonprofit Religious Corporation Law, also require approval of members or approval of a majority of all members; (2) Fill vacancies on any committee that has the authority of the Board; (3) Fix compensation of the Directors for serving on the Board or on any committee; Page 7 of 16

8 (4) Amend or repeal bylaws or adopt new bylaws, except for Section 3 herein, which is not subject to amendment; (5) Amend or repeal any Board Resolution that by its express terms is not so amendable or repeatable; or (6) Create any other committees of the Board or appoint members of committees of the Board; (E) Meetings and Action of Committees of the Board. Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board Resolution or, if there is none, by resolution of the committee of the Board itself. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee that are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules. The actions of the committees of the Board may include, without limitation, the following: (1) prepare budgets and obtain required approvals; (2) monitor its expenditures against budgeted amounts; (3) report its progress to the Executive Committee and/or the President; (4) establish goals, milestones, programs, and detailed plans and schedules as required; (5) approve single expenditures of up to $100; Section 5. Officers Section 5.1. Officers of the Corporation (A) The officers of the corporation shall be a President, a Secretary, and a Treasurer, the latter of whom shall be appointed by Board Resolution. The Treasurer's term of office shall be designated by the Board, which may renew the Treasurer's term at its discretion. The corporation may also have, at the Board's discretion, such other officers as may be appointed in accordance with Section 5.3 of these bylaws. (B) Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer nor the Chief Financial Officer (if any) may serve concurrently as either the President. Page 8 of 16

9 Section 5.2. Election of Officers (A) Officers serve for a 1 year term and may be re-elected. Immediately after the election of new Board members as provided in Section 4.2 of these bylaws, the President, Secretary, and treasurer must be nominated and elected by the Board from among the Board members. A majority vote is necessary to elect an officer. Section 5.3. Other Officers (A) The Board may appoint and may authorize the president or other officer to appoint any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties determined by the Board. These other officers need not be Directors. Section 5.4. Removal of Officers (A) Removal by the Board. Without prejudice to any rights of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board or by an officer on whom the Board may confer that power of removal. (B) Removal by the Steering Committee. Without prejudice to any rights of an officer under any contract of employment, any officer may be removed by a majority vote of the Voting Members of the Steering Committee in accordance with Section 6 below. Section 5.5. Resignation of Officers (A) Any officer may resign at any time by giving written notice to the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and. unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Section 5.6. Vacancies in Offices (A) 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 appointments to that office, provided that such vacancies shall be filled as they occur. Section 5.7. Responsibilities of Officers (A) President. The President shall, subject to the control of the Board, be the general manager of the corporation and shall supervise, direct, and control the business and the officers of the corporation. The President or his/her designee shall preside at all meetings of the Executive Advisory Committee, the Steering Committee, and at all Board meetings. The President shall implement the decisions of the Steering Committee and/or the Board of Directors through the Executive Committee and the Committees of the Board. The President shall approve single expenditures of up to $1,000 with a simple majority Page 9 of 16

10 approval of the Board of Directors, which approval may be acquired telephonically from the individual Executive Committee members. The President or his designee is deemed the official representative of the Temple in all matters where such official representation is necessary. The President shall have such other powers and duties as the Board or the bylaws may prescribe including: (1) presiding at Board meetings and direct the Secretary in the giving of notices for meetings of the Board as required by these bylaws and Resolutions of the Board; (2) direct the Secretary to initiate the process of elections for the Board of Directors as provided in these bylaws; (3) notify all newly elected or appointed officers of their duties and responsibilities; (4) an annual newsletter that reports on the state of affairs of the Temple; (B) Secretary. (1) Book of Minutes. The Secretary shall keep or cause to be kept, at the corporation's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings and actions of the Board, of committees of the Board, and of the Steering Committee. The minutes of the meetings shall include the time and place of holding, whether the meeting was general or special and, if special, how authorized, the notice given, the names of those present or represented at meetings. The Secretary shall keep or have kept at the principal offices in California, a copy of the articles of incorporation and bylaws, as amended to date. Electronic copies are acceptable; (2) Membership Records. The Secretary shall keep or cause to be kept, at the corporation-'s principal offices or at a place determined bv Board Resolution, a record of the Voting Members of the Steering Committee, including their names, addresses and class of membership, if any; (3) Notices. Seal and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Steering Committee, of the Board, and of committees of the Board required by the bylaws to be given. The Secretary shall keep the corporate seal in safe custody, and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe; (4) Secretarv's Designee. The Secretary may delegate any ministerial, i.e., non-discretionary, duties to a designee; Page 10 of 16

11 (C) Treasurer. (1) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times; (2) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate, shall disburse the corporation's funds as the Board or the President may order in accordance with these bylaws, shall render to the President and Directors, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the Board or the bylaws may prescribe; (3) Bond. If required by the Board, the Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his/her office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his/her possession or under his/her control on his/her death, resignation, retirement, or removal from office; (4) Tax Reports. The Treasurer shall file all required reports to the taxing agencies in a timely manner as applicable; (5) Audits. The Treasurer shall arrange for the hiring of an independent auditor to prepare audits (annual or otherwise) as required by any applicable laws or regulations or by an act of the Board; (6) Proposed Annual Budgets. Prepare and present to the Board in timely fashion the proposed annual budgets; Section 6. Voting Members as Steering Committee members Section 6.1. Membership. This corporation has one class of voting members as referred to in Corporations Code 5056(a). All voting members are on the steering committee. Whenever the term steering committee is used in these bylaws it refers to voting members of the corporation. The voting members of the Corporation make up the steering committee. Member and voting member as used in these bylaws are the same. (A) Membership qualifications: 1. At least 18 years of age before January 1 st of the year of appointment as a member; Page 11 of 16

12 2. Must have donated to the corporation at least $5, in the calendar year before applying for or being invited to become a member. It is incumbent upon the applicant to establish donations through receipts or cancelled checks provided when donations are made. It is incumbent upon the applicant to obtain receipts whenever making donations. Donation receipts will only be made in the name of the person whose name is on any check; or if cash is given, in the name of the person making a cash donation who presents valid picture identification; (B) Membership Invitation and Application Process: 1. The Board of directors, in its discretion, may review donations made in the immediate prior calendar year. If the Board determines that someone has made at least $5, in donations during the prior calendar, in its discretion, the Board may direct the secretary or other officer or director so designated, to issue an invitation to such donor. The Board has the discretion to send out an invitation to membership either by U.S. mail or ; 2. Alternatively, a donor who believes he/she qualifies to become a member may apply to the Board for membership. In such a case, the applicant has the burden of establishing that he/she has made donations of at least $5, in the prior calendar year. To the extent that the Board can assist in providing proof of such donations through the Corporation s records, the Board must make reasonable efforts to review its records and cooperate with the applicant. Such an application must be delivered to via only to the Secretary of the Board at the address of the Temple; 3. To apply for membership as referred to in 6.1(b)(2) above, the applicant must submit his/her full name, address, valid, unique address (must be different than any other family member s address), if married, spouse s name, if has children, children s full name. Additionally, by way of donation receipts or canceling checks in his/her name, the applicant must provide proof of donations of at least $5, in the preceding calendar year; 4. All invitations or applications for membership can be made in the month of May only; 5. After invitations to membership are made by the Board as provided in 6.1(B)(1) above, the person invited must respond with his/her acceptance no later than July 31 st. A failure to respond with acceptance by the July 31 st deadline constitutes a forfeiture of the right to become a member for that calendar year. Every accepted invitation to become a member will receive a confirmation . That confirmation constitutes proof that that person is now a member. All memberships through the invitation process must be finalized no later than August 31 st. It Page 12 of 16

13 is the responsibility and burden of the invited person to follow-up with the Board if no confirmation is received; 6. Applicants for membership as referred to in 6.1(b)(2) above, will be notified of their acceptance or rejection no later than July 31 st by either or U.S. Mail. The means of notification is at the discretion of the Board. All memberships through the application process must be finalized no later than August 31 st. It is the responsibility and burden of the applicant to follow-up with the Board if no confirmation is received; 7. For each $5, donation that a person makes within a calendar, that person may also nominate by way of the application process, for membership either his/her spouse, parent, or spouse s parent, or child 18 years of age or older (as provided in 6.1(A)(1)). This provision provides for a maximum possible members a donor may nominate from his/her family as 6 (the donor, donor s spouse, 2 parents of donor, 2 in-laws of donor) plus the number of children the donor has with his/her present spouse. The Board has the complete discretion to require proof to the Board s satisfaction, that the person nominated is the donor s spouse, child, parent, or parent of spouse. This provision does not preclude a family member of a donor from making his/her own personal donation and becoming a member in that fashion; C. Duration of Membership: Once accepted as a member either by invitation or by application, such a member is a member for life. Memberships however, are not transferrable and expire upon the death of the member or upon the member s resignation. However, the Steering Committee, by a majority vote of those members casting ballots, may vote to remove a Steering Committee member. Such a vote must be conducted by secret ballot and may take place at a regular or special meeting of the Steering Committee or by U.S. Mail. This provision must be read to be consistent with 6.3(B) of these bylaws. Section 6.2. Meetings (A) Regular Meetings. The Steering Committee may hold regular meetings in accordance with a procedure established by Resolution of the Board or by the Steering Committee itself. (B) Special Meetings. (1) Authoritv to call. Special meetings of the Steering Committee for any purpose may be called at any time by the President or by an act of the Board. (2) Notice. Notice of the time and place of special meetings shall be given to each Voting Member in conformity with the notice procedure set forth for special meetings of the Board in Section 4.5(D)(2) above. Page 13 of 16

14 Section 6.3. Steering Committee Vote (A) Board of Directors Elections. The Voting Members of the Steering Committee shall elect the Directors in accordance with the procedure set forth in Section 4 above. (B) Removal of Directors. The Steering Committee may remove a Director, an officer or a Steering Committee member with a majority vote of the Voting Members. The election to remove a Director, officer or Steering Committee member must be by secret ballot and may take place at a regular or special meeting of the Steering Committee or by U.S. Mail. Section 6.4. Community Outreach (A) The Steering Committee shall maintain contact with the Hindu Community in Northern California and shall mobilize support for common causes as appropriate. Section 7. Indemnification Section 7.1. Right of Indemnity Section 8. Insurance (A) Right of Indemnitv. To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in California Corporations Code ("Corp. Code") 9246(a) (or any successor statute thereto), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by that Section. "Expenses," as used in this bylaw, shall have the same meaning as in Corp. Code 9246(a) (or any successor statute thereto). (B) Approval of Indemnity. On written request to the Board by any person seeking indemnification under Corp. Code 9246(b) or 9246(c) (or any successor statutes thereto), the Board shall promptly determine in accordance with Corp. Code 9246(a) whether the applicable standard of conduct set forth in Corp. Code 9246(b) or 9246(c) has been met and, if it has, the Directors present at the meeting in person or by proxy shall authorize indemnification. (C) Advancement of Expenses. To the fullest extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under this Section 7 in defending any proceeding covered by this Section 7 shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses. The corporation shall have the power to purchase and maintain insurance on behalf of its officers, Page 14 of 16

15 Directors, employees, and other agents against any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising out of the officer's, Director's, employee's, or agent's status as such. Section 9. Records and Reports Section 9.1. Maintenance of Corporate Records (A) Records. The corporation shall keep the following: (1) adequate and correct books and records of accounts; (2) written minutes of the proceedings of its Board, committees of the Board, and the Steering Committee; and (3) a record of the name, address, and class of membership (if any) of its Directors, officers and the Voting Members of the Steering Committee ("Voting Member"); Section 9.2. Voting Members' Inspection Rights (A) Membership Records. Any Voting Member may inspect and copy the record of the Directors', officers', and Voting Members' names, addresses, and voting rights at reasonable times, on five business days prior written demand to the corporation for a purpose reasonably related to the Voting Member's interest as a Voting Member. (B) Accounting Records and Minutes. Any Voting Member may inspect the accounting books and records and minutes of proceedings of the Voting Members, the Board, and committees of the Board on written demand made on the corporation at any reasonable time for a purpose reasonably related to that Voting Member's interest as a Voting Member. Section 9.3 Maintenance and Inspection of Articles and Bylaws (A) The corporation shall keep at its principal offices In a designated fireproof safe the original of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection by the corporation's Directors, officers, and Voting Members at all reasonable times. Secretary of the Board shall be responsible for safekeeping of the original of the articles incorporation and bylaws, as amended to date. Section 9.4. Inspection by Directors (A) Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation for a purpose reasonably related to the Director's interests as a Director. Section 10: Preservation of Steering Committee (A) The Board of Directors is prohibited from dissolving the Steering Committee. Page 15 of 16

16 Section 11. 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 preceding sentence, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular and the term "person" includes both a legal entity and a natural person. Section 12. Amendments Except for Section 3 herein, which is not subject to amendment, the Board may add to, alter, amend, repeal, or suspend these bylaws at any regular meeting of the Board or at any special meeting of the Board, provided that notice of the proposed alteration or amendment has been given to each Director at least one week before the meeting. Any amendment to these bylaws shall require a vote of two-thirds of the Directors or a number most closely approximating two- thirds of the Directors. Section 13. Mediation If any dispute, controversy, or claim arising out of or relating to these bylaws or as to a steering committee member s rights or obligations has not been resolved through direct negotiation between the parties, then before any litigation may be commenced, the parties must endeavor to settle the dispute through mediation. In that regard, the parties to the dispute must cooperate with one another in the selection of a mediator. If the parties cannot agree to a mediator then mediation will be administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. The cost for mediation will be shared equally between the parties to the dispute. Certificate of Secretary I certify that I am the duly elected and acting Secretary of SAIVA SIDDHANTHA ASHRAM, a California nonprofit religious corporation, that the above bylaws, consisting of 16 pages, are the bylaws of this corporation as adopted by the Board on, 2017 Executed on 2017, at Concord, California. SECRETARY: (Sign name) Print Name Page 16 of 16