EXPLORIT BYLAWS. and Corporate Guidelines. Amended Approved January 24, 2013

Transcription

1 Explorit Science Center Bylaws Page 1 EXPLORIT BYLAWS and Corporate Guidelines Amended Approved January 24, 2013 Physical Address: 3141 Fifth Street, Davis, CA Mailing Address: P.O. Box 1288, Davis, CA Phone: Fax: Web: explorit@explorit.org

2 Explorit Science Center Bylaws Page 2 Table of Contents ARTICLE I. NAME, PURPOSES... 4 SECTION 1. NAME OF CORPORATION... 4 SECTION 2. FICTITIOUS BUSINESS NAMES... 4 SECTION 3. CORPORATION IS NONPROFIT... 4 SECTION 4. OBJECTIVES AND PURPOSES... 4 SECTION 5. RESTRICTION ON ACTIVITIES... 4 ARTICLE II. PLACES OF BUSINESS, NAMES... 5 SECTION 1. PRINCIPAL OFFICE... 5 SECTION 2. CHANGE OF ADDRESS... 5 SECTION 3. OTHER OFFICES... 5 SECTION 4. NAMES... 5 ARTICLE III. MEMBERSHIP... 5 SECTION 1. MEMBERS... 5 SECTION 2. NON STATUTORY MEMBERS... 5 ARTICLE IV TRUSTEES... 6 SECTION 1. NUMBER OF TRUSTEES... 6 SECTION 2. TERMS OF OFFICE... 6 SECTION 3. ELECTION OF TRUSTEES; VACANCIES... 6 SECTION 4. NOMINATION OF TRUSTEES... 6 SECTION 5. QUALIFICATIONS AND COMPOSITION OF BOARD... 7 SECTION 6. REMOVAL AND RESIGNATION... 7 SECTION 7. INTERESTED TRUSTEES... 7 SECTION 8. POWERS AND DUTIES... 7 SECTION 9. SPECIAL RESPONSIBILITIES... 8 SECTION 10. FINANCIAL CONTRIBUTIONS REQUIRED... 8 SECTION 11. SPECIFIC POWERS... 8 SECTION 12. LIMITATIONS ON POWERS... 9 (a) Self- Dealing Transactions... 9 (b) Compensation and Loans to Trustees or Officers (c) Standards for Investment SECTION 13. INDEMNIFICATION AND INSURANCE SECTION 14. DUTIES AND LIABILITIES ARTICLE V. COMMITTEES SECTION 1. TYPES OF COMMITTEES SECTION 2. SPECIAL COMMITTEES OF TRUSTEES (a) The Executive Committee (b) Additional Special Committees of Trustees (c) Limitations To Authority of Special Committees of Trustees (d) Meetings and Actions of Special Committees of Trustees SECTION 3. ADVISORY COMMITTEES ARTICLE VI. MEETINGS OF TRUSTEES SECTION 1. PLACE OF MEETINGS: MEETINGS BY TELEPHONE SECTION 2. REGULAR MEETINGS SECTION 3. SPECIAL MEETINGS SECTION 4. WAIVER OF NOTICE AND CONSENT SECTION 5. CONDUCT OF MEETINGS SECTION 6. POSTAL BALLOTS... 14

3 Explorit Science Center Bylaws Page 3 ARTICLE VII. OFFICERS SECTION 1. NUMBER OF OFFICERS SECTION 2. QUALIFICATION, ELECTION AND TERM OF OFFICE SECTION 3. DUTIES OF THE PRESIDENT SECTION 4. DUTIES OF VICE PRESIDENT SECTION 5. DUTIES OF SECRETARY SECTION 6. DUTIES OF TREASURER SECTION 7. DUTIES OF THE EXECUTIVE DIRECTOR SECTION 8. RESIGNATION AND REMOVAL SECTION 9. VACANCIES SECTION 10. COMPENSATION ARTICLE VIII. RESPONSIBILITIES AND FUNCTIONS OF PROFESSIONAL STAFF SECTION 1. EXECUTIVE DIRECTOR SECTION 2. OTHER PROFESSIONAL STAFF ARTICLE IX. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS SECTION 2. CHECKS AND NOTES SECTION 3. DEPOSITS SECTION 4. GIFTS ARTICLE X. CORPORATE RECORDS SECTION 1. FISCAL YEAR SECTION 2. ANNUAL REPORT SECTION 3. MAINTENANCE OF RECORDS SECTION 4. RIGHTS OF INSPECTION ARTICLE XI. MISCELLANEOUS PROVISIONS SECTION 1. AUTHORITY AND PROCEDURE TO AMEND SECTION 2. PROCEDURE TO AMEND BYLAWS SECTION 3. AMENDMENT OF ARTICLES OF INCORPORATION SECTION 4. PROHIBITION AGAINST SHARING CORPORATE PROFITS & ASSETS CERTIFICATE OF SECRETARY EXPLORIT'S CORPORATE GUIDELINES FINANCES (R) POLITICAL ACTIVITIES (R) ARTICLES/BYLAW AMENDMENT (R) RECORDS (R) BOARD TERMS and AGREEMENT (P) TRUSTEE FINANCIAL OBLIGATION (P) TRUSTEE CONFLICT- OF- INTEREST DECLARATION (R) TRUSTEE SELF- DEALING (R) BOARD INVOLVEMENT IN STAFF HIRING OR SEPARATION (P) OMBUDSMEN (P) TERMINOLOGY (P) ADVISORS (P) NOMINATIONS / ELECTIONS (P) EX OFFICIO MEMBERS OF THE BOARD (P)... 23

4 Explorit Science Center Bylaws Page 4 BYLAWS OF EXPLORIT SCIENCE CENTER a California Nonprofit Public Benefit Corporation SECTION 1. NAME OF CORPORATION ARTICLE I. NAME, PURPOSES The name of this corporation shall be EXPLORIT SCIENCE CENTER and it shall be referred to herein as the "Corporation." SECTION 2. FICTITIOUS BUSINESS NAMES The Corporation has adopted the following fictitious business names which have been filed with the County Clerk's Office in the County of Yolo: Davis Regional Science Center: filed June 11, 1990 EXPLORIT! The Science Experience: filed June 29, 1992 EXPLORIT! The Science Experience: Statement of Abandonment of Use of Fictitious Business Name filed May 15, 1995 SECTION 3. CORPORATION IS NONPROFIT This corporation has been formed pursuant to the California Nonprofit Corporation Law as a public benefit corporation. SECTION 4. OBJECTIVES AND PURPOSES The primary objectives and purposes of this corporation shall be: (a) to operate a regional public Science Center, initially located in Davis, California, that will promote and sustain an interest in and an awareness of science, mathematics, and engineering among children and adults; (b) to offer classes, workshops, and lectures that provide instruction in science, mathematics and engineering for children and adults; (c) to purchase or construct exhibits that illustrate principles of science, mathematics, and engineering through a discovery process involving active ("hands-on") participation; (d) to arrange and/or sponsor special events that have a science, mathematics, and engineering emphasis. SECTION 5. RESTRICTION ON ACTIVITIES Notwithstanding any other provisions in these Bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the above purposes of the corporation, and this corporation shall not carry out any other activities not permitted to be carried out (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Federal Tax Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Federal Tax Code.

5 Explorit Science Center Bylaws Page 5 SECTION 1. PRINCIPAL OFFICE ARTICLE II. PLACES OF BUSINESS, NAMES The principal office of the Corporation for the transaction of its business is located in Yolo County, California. SECTION 2. CHANGE OF ADDRESS The county of the Corporation s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws: 525 C STREET, DAVIS Dated: December 14, SYCAMORE, DAVIS Dated: September 1, CHILES ROAD, DAVIS (renamed Cowell Blvd) Dated: July 1, TH STREET, DAVIS Dated: July 1, 1992 SECTION 3. OTHER OFFICES The Corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. SECTION 4. NAMES DAVIS SCIENCE CENTER usage started April 1982 DAVIS SCIENCE CENTER legally adopted December 1983 (discontinued May '95) EXPLORIT SCIENCE CENTER legally adopted May 9, 1995 SECTION 1. MEMBERS ARTICLE III. MEMBERSHIP This corporation shall have no members as that term is defined in Section 5056 of the California Corporation Code. Unless otherwise provided herein or in the California Corporation Code, any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of Directors. Hereinafter, throughout this document, the term "trustee" is used to describe any elected member of the Board of Directors who is a statutory, voting member of that body; and the term Board of Trustees is used to refer to the Board of Directors. SECTION 2. NON STATUTORY MEMBERS Nothing in this Article III shall be construed as limiting the right of the Corporation to refer to persons associated with it, who participate in any activities of the Corporation, as "members" even though such persons are not members, as defined in Section 5056 of the California Corporations Code. Such persons shall be deemed to be associated persons with respect to the Corporation as that term is defined in Section 5332 of the California Corporation Code and no such reference shall constitute

6 Explorit Science Center Bylaws Page 6 anyone a member of this Corporation. The Board may require such non statutory members to pay annual dues. The annual dues payable to the Corporation by members shall be in such amount as may be determined from time to time by resolution of the Board of Trustees. The Board may establish various classes of membership and may establish different dues for different classes. SECTION 1. NUMBER OF TRUSTEES ARTICLE IV TRUSTEES The number of Trustees shall not be less than eight (8) nor more than twentyfour (24) trustees unless and until changed by amendment of these Bylaws. The exact number of trustees shall be fixed, within these limits, by resolution of the Board. The trustees shall be referred to collectively in these Bylaws as the Board of Trustees. Within the Board of Trustees, there shall be a special class of nonvoting Director known as Emeritus Director, who shall be elected in the same manner and for the same term as all Trustees. To be eligible for election to office as Emeritus Director, a person must have served for three (3) years or more as Executive Director or Program Director, of the Corporation, and no longer serve as salaried staff of the Corporation. An Emeritus Director shall not be required to make the financial contribution called for in section 10 of this Article. An Emeritus Director may serve as a voting member of any committee (except the Executive Committee), if so appointed. There shall be no minimum number of Emeritus Directors. SECTION 2. TERMS OF OFFICE Trustees shall be elected at the annual meeting of the Board. Each trustee so elected shall hold office for a term of two (2) years until the second annual meeting following their election. The Board of Trustees is divided into two classes, such that the terms of approximately one-half (1/2) of the trustees shall expire each year. Each trustee shall hold office until the expiration of the term for which elected and until a successor has been elected. SECTION 3. ELECTION OF TRUSTEES; VACANCIES Trustees shall be elected by the existing Trustees at the annual meeting, provided that the Board may fill vacancies prior to the annual meeting. A vacancy on the Board of Trustees shall exist on the death, resignation or removal of any trustee and whenever the number of authorized trustees is increased. Vacancies on the Board of Trustees which occur between annual meetings may be filled by the Board of Trustees by action at any meeting or by unanimous written consent. If the number of trustees then in office is less than a quorum, then vacancies shall be filled by the vote of a majority of the trustees then in office. SECTION 4. NOMINATION OF TRUSTEES (a) At least ninety (90) days prior to the Trustees' annual meeting, the President shall appoint an ad hoc nominating committee consisting of three (3) people. Two (2) shall be members of the Board of Trustees and one (1) shall be person not on the Board. (b) At least twenty (20) days prior to the annual meeting, the nominating committee shall provide the Secretary with a single slate of nominations for trustees to fill new terms for the class of trustees then expiring and a single slate of nominations for trustees to fill the unexpired terms created by any vacancies not yet filled.

7 Explorit Science Center Bylaws Page 7 (c) The names of the nominees shall be included in the notice to the Board of the annual Board meeting. (d) Additional nominations may be made from the floor at the annual meeting provided that the prior consent of each individual so nominated has been secured, in writing, if the nominee is not present. (e) The Nominating Committee will provide a slate of nominees for the four officer positions at the time that the slate of trustee nominations is provided. SECTION 5. QUALIFICATIONS AND COMPOSITION OF BOARD The nominating committee shall attempt to achieve a board composition such that at least 40% of the trustees have an undergraduate or graduate degree in science, engineering or mathematics; 25% are or have been professional educators, at least two trustees have financial expertise, one has public relations expertise and one has legal expertise. SECTION 6. REMOVAL AND RESIGNATION (a) REMOVAL. Any trustee may be removed at any time by a majority vote of the trustee then in office and represented at a meeting of the Board of Trustees, with or without cause, provided that written notice of a meeting has been given at least ten (10) days prior to the meeting, referring to the fact that such action will be taken up. The vacancy caused by any such removal may be filled by the Board of Trustees at a Board Meeting by appointment of a person to complete the vacated term. (b) RESIGNATION. Any trustee may resign effective upon giving written notice to the President, the Secretary or the Board of Trustees, unless the notice specifies a later time for the effectiveness of such resignation. No trustee may resign if the corporation would be left without a duly elected trustee or trustees in charge of its affairs, except upon notice to the Attorney General. SECTION 7. INTERESTED TRUSTEES Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this section, "interested persons" means either: (a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise; or (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, son-in-law, sister-in-law, daughter-in-law, mother-in-law, of any such person. SECTION 8. POWERS AND DUTIES The business and affairs of the Corporation shall be vested in and exercised by, the Corporation's Board of Trustees. Subject to the limitations expressed in article V, section 2, the Board may delegate the management of the activities of the Corporation to any person or persons, or committee, provided that notwithstanding any such delegation the activities and affairs of the Corporation shall continue to be managed and all corporate powers shall continue to be exercised under the ultimate direction of the Board.

8 Explorit Science Center Bylaws Page 8 SECTION 9. SPECIAL RESPONSIBILITIES Each of the Corporation's trustees shall accept moral responsibility for the health and wellbeing of the Corporation, and shall use his or her best efforts to fulfill the following special responsibilities: (a) To understand the budget, to be active in planning the budget, and to help implement the fundraising needed to meet that budget; (b) To support the programs and purposes of the Corporation outlined in these Bylaws and any mission statements adopted by the Board; (c) or her; To actively engage in fund-raising for the corporation, in whatever ways are best suited to him (d) To employ, supervise and prescribe the duties and compensation of the Executive Director and review the staffing policies of the Corporation; (e) To attend Board meetings regularly, to assist with at least one program per year and to participate on at least one committee. SECTION 10. FINANCIAL CONTRIBUTIONS REQUIRED Except as provided in Article IV, Section 1, the Board of Trustees may impose on all a mandatory annual financial contribution that each trustee other than an Emeritus Director must pay, as a condition of continuing Board membership, provided that the Board may make exceptions it deems to be in the best interest of the corporation. SECTION 11. SPECIFIC POWERS Without prejudice to the general powers of the Board of Trustees set forth in article IV, section 8, the Trustees shall have the power to: (a) Exercise all powers vested in the Board under the laws of the State of California. (b) Appoint and remove all officers of the Corporation, and Corporation employees; prescribe any powers and duties for such persons that are consistent with law, the Articles of Incorporation and these Bylaws; and fix their compensation, provided that day to day responsibility for hiring, removal and suspension of employees shall be delegated to the Executive Director. (c) Appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the corporation, and to fix their duties and to establish their compensation. (d) Adopt and establish rules and regulations governing the affairs and activities of the Corporation, and take such steps as it deems necessary for the enforcement of such rules. (e) Enforce all applicable provisions of the Bylaws. (f) Contract for and pay premiums for insurance and bonds (including indemnity bonds) which may be required from time to time by the corporation. (g) Pay all taxes, and charges which are or would become a lien on any portion of the corporation's properties.

9 Explorit Science Center Bylaws Page 9 (h) Contract for any pay for construction or reconstruction of any portion or portions of the corporation s properties which have been damaged or destroyed and which are to be rebuilt. (i) Delegate its duties and powers hereunder to the officers of the Corporation or to committees established by the Board, subject to the limitations expressed in section 2 of article V hereof. (j) (k) Levy and collect dues from the non-statutory members in accordance with article III hereof. Review and approve budgets. (l) Maintain a full set of books and records showing the financial condition of the affairs of the Corporation. (m) At no greater than annual intervals cause an annual financial report to be prepared, a copy of which shall be delivered to each trustee as provided in Article X Section 2 hereof. (n) Establish such committees as it deems necessary from time to time in connection with the affairs of the corporation in accordance with article V hereof. (o) Fill vacancies on the Board of Trustees or in any committee. (p) Open bank accounts and borrow money on behalf of the Corporation and designate the signatories to such bank accounts. (q) Bring and defend actions on behalf of the Corporation so long as the action is pertinent to the operations of the Corporation. SECTION 12. LIMITATIONS ON POWERS (a) Self-Dealing Transactions Notwithstanding the powers conferred on the Board pursuant to Section 11 above and article IV, section 8 hereof, the Corporation shall not engage in any transaction which meets the definition of a "self-dealing transaction" as defined in Section 5233 of the California Corporations Code unless the transaction has been approved by one of the means specified in subparagraph (d) of said Section (Section 5233 provides generally that such transactions require prior approval by the Board with knowledge of material facts and the trustee's interest in the transaction, that the transaction has been fair and reasonable, and that the Board determined that no better arrangement could be made with reasonable effort.) (b) Compensation and Loans to Trustees or Officers. Trustees shall serve without compensation. The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any trustee or officer, unless the transaction is first approved by vote of a majority of trustees then in office, without counting the vote of the trustee who is to receive the loan or the benefit of the guarantee. This provision shall not apply to any reasonable advance on account of expenses anticipated to be incurred in the performance of the trustee's or officer's duties. (c) Standards for Investment. Except as provided in sections 5240(c) and 5241 of the California Corporations Code, in the investment, reinvestment, purchase acquisition, exchange, sale and management of the corporation s investments, the Board shall: i) Avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the corporation s capital; and ii) Comply with additional standards, if any, imposed by the Articles of Incorporation, these Bylaws or the express terms of any instrument or agreement pursuant to which the invested assets were contributed to the corporation.

10 Explorit Science Center Bylaws Page 10 SECTION 13. INDEMNIFICATION AND INSURANCE (a) The Trustees shall not be personally liable for the debts, liabilities, or other obligations of the corporation. (b) Any person who was or is a trustee, officer, employee or other agent of the Corporation (collectively "Agents") may be indemnified by the Corporation for any claims, demands, causes of action, expenses or liabilities arising out of, or pertaining to, the agent's service to or on behalf of the Corporation to the full extent permitted by Section 5238 of California Corporations Code. (c) The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out the Agent's status as such whether or not the Corporation would have the power to indemnify the Agent against such liability under Section 5238 of the California Corporations Code; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for the violation of Section 5233 of the California Corporation Code. SECTION 14. DUTIES AND LIABILITIES (a) A trustee shall perform the duties of trustee, including duties as members of committees of the Board, in good faith and in a manner which is in the best interests of the Corporation as determined by the Board of Trustees. Trustees shall perform their duties with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. (b) In performing the duties of trustee, a trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data prepared or presented by: (i) One or more officers or employees of the Corporation whom the trustee believes to be reliable and competent in the matters presented; (ii) counsel, independent accountants, or other person as to matters which the trustee believes to be within such person s professional or expert competence; (iii) a committee of the Board on which the trustee does not serve, as to matters within such committee's designated authority and for which the trustee believes the committee merits confidence. (c) A person who performs the duties of trustee in accordance with provisions (a) and (b) above shall have no liability based on any failure or alleged failure to discharge the person s obligations as trustee, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat the public or charitable purpose to which this Corporation or assets held by it are dedicated. ARTICLE V. COMMITTEES SECTION 1. TYPES OF COMMITTEES There shall be four different types of committees responsible to the Board: Special Committees of Trustees, Standing Advisory Committees, Adhoc Advisory Committees, and Subcommittees. SECTION 2. SPECIAL COMMITTEES OF TRUSTEES (a) The Executive Committee. There shall be an Executive Committee made up of the President, Vice President, Secretary, Treasurer, immediate Past-president (if still a trustee) and Chairpersons of each special or standing advisory committee, except that if the Chairperson of such a committee is not a trustee, then the President shall designate a trustee serving on such committee to serve on the Executive Committee. In addition, the

11 Explorit Science Center Bylaws Page 11 Board by a two-thirds vote of trustees present at a duly-noticed meeting, may appoint to the Executive Committee up to four (4) additional trustees for specific, practical purposes. The Executive Committee shall act for the corporation in all matters consistent with these bylaws. The President shall serve as Chairperson of the Executive Committee. A quorum of the Executive Committee shall include at least two officers and be the greater of (i) a majority of the members of the Executive Committee, or (ii) four. The Executive Committee is a "committee of trustees" within the meaning of this Article V and the Corporations Code, i.e., it shall be comprised exclusively of trustees. The Executive Committee shall: set policies within the boundaries set by the Board; create or eliminate Standing or Adhoc Advisory Committees, or subcommittees as needed; coordinate the work of the Advisory Committees and task forces; monitor, nurture and guide the Executive Director; guide the organization's strategic planning; oversee the financial planning, policies and status; oversee the external audit; provide oversight of programs and services; conduct the search for a new Executive Director; prepare draft policies dealing with organizational values and ethics to be approved by the Board; and shall keep the full Board informed as to its actions, plans and discussions. Any Trustee may attend an Executive Committee meeting and participate in discussion. At Executive Committee meetings only Executive Committee members may make or second motions and vote. The Executive Committee may choose to have a closed session for official committee members in order to discuss sensitive matters. (b) Additional Special Committees of Trustees. The Board may, by resolution adopted by a majority of the trustees then in office, designate one or more special committees of the trustees to serve at the pleasure of the Board, and to have the authority of the Board in specified areas of responsibility to the extent authorized by the Board. (c) Limitations To Authority of Special Committees of Trustees. Special committees of trustees shall have all the authority of the Board with respect only to matters within their area of assigned responsibility, except that no committee, regardless of Board resolution, may: i) Create or fill vacancies on any Special Committee of Trustees; ii) iii) iv) Amend articles and bylaws; Elect or terminate board members; Elect or terminate officers; v) Approve any self-dealing transaction unless authorized by section 5233(d)(3) of the California Corporations code; vi) vii) Hire or Fire the Executive Director; Dissolve the corporation. (d) Meetings and Actions of Special Committees of Trustees. Meetings and actions of special committees described in the preceding section shall be governed by, and held and taken in accordance with, the provisions of Article VI of these Bylaws, concerning meetings of trustees, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Trustees and its members, except that the time for regular meetings of special committees may be determined either by resolution of the Board of

12 Explorit Science Center Bylaws Page 12 Trustees or by resolution of the committee. Special meetings of special committees may also be called by resolution of the Board of Trustees. Notice of special meetings of special committees shall also be called by resolution of the Board of Trustees. Notice of special meetings of special committees shall also be given to any and all alternate members, who shall have the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Corporate records. The Board of Trustees may adopt rules not inconsistent with the provisions of these Bylaws for the governance of any committee. SECTION 3. ADVISORY COMMITTEES (a) Either the Board or the Executive Committee may create one or more Advisory Committees, to serve at the pleasure of the Board. Such Advisory Committees need not be limited in membership to trustees and officers of the Corporation, and shall not have the authority of the Board, but shall serve in an advisory capacity only. The responsibilities and proceedings of Advisory Committees shall be as designated by the Board or these Bylaws. Advisory Committees shall not have authority to spend or commit the Corporation s funds, except as directed by the Executive Committee or Board. The President shall appoint the Chairperson of each Advisory Committee, and either the President or the Chairperson may appoint the remaining members of the Committee. Membership on all special or standing committees may be ratified by either the Board or the Executive Committee. (b) There shall be two types of Advisory Committees: Standing Advisory Committees and Ad Hoc Advisory Committees. Advisory Committees which are given continuing responsibility and an indefinite term, or are named "Standing Advisory Committees" by the Board, shall be known as "Standing Advisory Committees." Advisory Committees with a temporary term and function shall be known as "Ad Hoc Advisory Committees." (c) There shall be standing Advisory Committees for Finance Fund Development and Program. Others shall be created as needed. ARTICLE VI. MEETINGS OF TRUSTEES SECTION 1. PLACE OF MEETINGS: MEETINGS BY TELEPHONE Regular and special meetings of the Board of Trustees may be held at any place, within twenty-five (25) miles of the principal office of the Corporation, that has been designated from time to time by resolution of the Board and stated in the notice of the meeting. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Notwithstanding the above provisions of this section 1, 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. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all trustees participating in the meeting can hear one another, and all such trustees shall be deemed to be present in person at such meeting. SECTION 2. REGULAR MEETINGS (a) Regular meetings of the Board of Trustees shall be held at least four times a year. A twelve month calendar for meetings shall be established by the Board at or promptly after its annual meeting. The Board meeting in October shall be the Annual Meeting at which the terms of trustees and officers shall begin and end. Fiscal year annual reports from Board Officers, Board Committees and staff shall be presented at this meeting.

13 Explorit Science Center Bylaws Page 13 (b) Regular meetings may be held without notice. (c) A quorum shall consist of 13 trustees unless the number of trustees is less than 24 in which case the quorum shall be a simple majority. (d) Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn. However, a majority of the trustees present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken. (e) The trustees present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of trustees from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this Corporation. (f) Every act or decision done or made by a majority of the trustees present at a meeting duly held at which a quorum is present is the act of the Board of Trustees, unless the Articles of Incorporation or Bylaws of this Corporation, or provisions of the California Corporation Code, particularly those provisions relating to the appointment of committees (Section 5212), approval of contracts or transactions in which a trustee has a material financial interest (Section 5233) and indemnification of trustees (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board. SECTION 3. SPECIAL MEETINGS (a) Special meetings of the Board of Trustees may be called by the President, the Vice President, the Secretary, or by any four trustees, and such meetings shall be held at the place, within restrictions stated in Section 1 of this Article, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation. (b) Special meetings of the Board shall be held upon six (6) days notice by first-class mail or forty-eight (48) hours notice delivered personally or by telephone or (other electronic media as approved by the board.) If sent by mail or , the notice shall be deemed to be delivered on its deposit in the mail or on its dispatch by . Such notices shall be addressed to each trustee at his or her postal or address as shown on the books of the Corporation. (c) (d) The notice shall specify the purpose of the meeting and the business to be conducted. A quorum for a special meeting shall be a majority of the trustees then in office. SECTION 4. WAIVER OF NOTICE AND CONSENT The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum is present and provided that either before or after the meeting each Trustee not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.

14 Explorit Science Center Bylaws Page 14 SECTION 5. CONDUCT OF MEETINGS (a) Meetings of the Board of Trustee shall be presided over by the President or, in his or her absence, by the Vice President, or in the absence of each of these persons, by a temporary chair chosen by a majority of the trustees present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting. (b) Meetings shall be governed by Roberts Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with the provisions of the law. SECTION 6. POSTAL BALLOTS (a) The Executive Committee at its discretion may submit to a postal ballot of the full Board any agenda item which has been circulated with the proper call to a meeting of the Board but on which no final action has been taken. (b) Before a postal ballot is distributed the Executive Committee shall announce its intention to do so, and shall invite members of the Board to submit brief arguments for or against the motion(s) to be included with the ballots. Such an announcement may be made using postal mail, electronic mail, or facsimile transmission. If postal ballot involves the election of trustees or officers, the ballot packet shall include brief biographical sketches prepared by the Nominations Committee on the basis of information provided by each candidate. (c) Any postal ballot must specify the last date for the receipt of completed ballots and must provide a reasonable time within which to return the ballot. Trustees will be provided with selfaddressed, stamped envelopes in which to return completed ballots. (d After the stated deadline date the Executive Director shall tally the completed ballots and promptly notify all Board members of the result(s) using either postal mail or facsimile transmission as appropriate. SECTION 1. NUMBER OF OFFICERS ARTICLE VII. OFFICERS The officers of the Corporation shall be the same as the officers of the Board and shall be a President, a Vice President, a Secretary, a chief financial officer who shall be designated the Treasurer, and an Executive Director. The Corporation may also have other officers, as determined by the Board of Directors. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President. SECTION 2. QUALIFICATION, ELECTION AND TERM OF OFFICE Any trustee may serve as officer of the Corporation, provided that the President, Vicepresident, Treasurer and Secretary shall be selected from among the Trustees. (A person elected trustee may be elected to any of the foregoing offices on the same day.) Officers shall be elected by

15 Explorit Science Center Bylaws Page 15 the Board of Trustees annually at the Board s annual meeting, for a term of one year. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. SECTION 3. DUTIES OF THE PRESIDENT The President shall preside at all meetings of the Board of Trustees and the Executive Committee of the Board. The President shall appoint annually the Chairperson of each Special Committee of Trustees and Standing Advisory Committee. The President shall, with Treasurer, sign leases and contracts approved by the Board of Trustees, and may be a co-signer of checks. The President shall be an ex-officio member of all committees except the Nominating Committee. The President shall perform such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board. SECTION 4. DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have al the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Trustees. SECTION 5. DUTIES OF SECRETARY The Secretary shall: Certify and keep at the principal office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the Corporation or at such other place as the Board may determine, minutes of all meetings of the trustees and Executive Committee, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings, thereof. Exhibit at all reasonable times to any trustee of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, and the minutes of the proceedings of the trustees of the corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board. SECTION 6. DUTIES OF TREASURER The Treasurer shall be the chief financial officer of the Corporation. The Treasurer will (a) present to the Board at its regular meetings a financial report as compiled by the staff, (b) make specific recommendations to the Executive Committee on the financial activities of the corporation to ensure prudent and responsible handling of all monies, (c) ensure the proper annual accounting for all financial transactions by causing to be secured an audit conducted by an independent CPA (provided that the Board may direct the Treasurer to have regular audits performed biennially or triennially), and (d) assume such additional duties as may be required from time to time by the Board.

16 Explorit Science Center Bylaws Page 16 SECTION 7. DUTIES OF THE EXECUTIVE DIRECTOR The Board shall appoint an Executive Director, who shall be the principal executive officer of the Corporation and shall, in general, supervise and control all business and affairs of the Corporation subject to the direction of and according to the policies established by the Board of Trustees. The Executive Director shall be a non-voting member of such committees of the Board as the Board determines. The Board of Trustees shall employ and discharge, supervise and fix the compensation to be paid to the Executive Director. SECTION 8. RESIGNATION AND REMOVAL Any officer may be removed, either with or without cause, by the Board at any time. Any officer may resign at any time by giving written notice to the Board or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 9. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer, shall be filled by the Board of Trustees. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. SECTION 10. COMPENSATION The President, Vice President, Secretary and Treasurer shall serve in these capacities without compensation, except for the reimbursement of expenses authorized by policies approved by the Board or by the Executive Committee. The Executive Director shall be paid such compensation as is approved by the Board. ARTICLE VIII. RESPONSIBILITIES AND FUNCTIONS OF PROFESSIONAL STAFF SECTION 1. EXECUTIVE DIRECTOR The Executive Director, as the executive officer of the corporation, shall be responsible for the execution and administration of policies and programs of the corporation. The Executive Director shall create and institute the Corporation's policies and programs, with the guidance of and subject to the ultimate direction of the Board. She or he shall attend and participate in discussion in all meetings of the Board of Trustees and of the Executive Committee, except when matters concerning her or his employment are under consideration. The Executive Director may attend and participate in all meetings of Ad Hoc and Standing Advisory Committees. She or he shall act as the agent of the Board of Trustees in the employment and release of staff according to the policies and procedures established by the Board of Trustees. As head of staff, the Executive Director shall be responsible for the supervision and direction of staff and for the implementation of approved personnel policies.

17 Explorit Science Center Bylaws Page 17 SECTION 2. OTHER PROFESSIONAL STAFF Members of the professional staff, under the leadership of the Executive Director, are responsible for carrying out the objectives of the Corporation and for relating their specialized work to the total program of the Corporation. They shall attend and may participate in the meetings of all committees for which they carry professional responsibilities. ARTICLE IX. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Trustees, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. SECTION 2. CHECKS AND NOTES All contracts, checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation as shall from time to time be established by resolution of the Board of Trustees. At a minimum, unless the Board directs otherwise in a specific instance, any such instrument may be signed by the Executive Director together with on of the following: the President, Secretary or Treasurer. There shall be a petty cash checking account, which shall contain no more than an aggregate maximum amount of funds approved annually by the Executive Committee or the Board. Checks drawn on the properly constituted petty cash account shall require the signature of only one of the authorized staff members designated by the Executive Director. SECTION 3. DEPOSITS All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Trustees may select. SECTION 4. GIFTS The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this Corporation. SECTION 1. FISCAL YEAR ARTICLE X. CORPORATE RECORDS The fiscal year of the corporation shall be September 1 - August 31. Other Corporate records shall be maintained on a calendar year basis or a fiscal year basis as appropriate. SECTION 2. ANNUAL REPORT The Board shall cause an annual financial report to be furnished not later than ninety days after the close of the fiscal year to all trustees of the Corporation. The report shall contain the following information in appropriate detail: (a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.

18 Explorit Science Center Bylaws Page 18 (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. (c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year. (d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year. (e) Any required information regarding transactions with, or indemnifications of, interested persons. The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the corporation. SECTION 3. MAINTENANCE OF RECORDS The Corporation shall keep at its principal office in the State of California: (a) Written minutes of all meetings of the Board of Trustees, special committees of the Board, and standing advisory committees. (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses. (c) A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date. (d) A record of its members--of all classes--indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership. SECTION 4. RIGHTS OF INSPECTION Every Director shall have, for the purpose of carrying out duties and responsibilities as a Trustee, 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. ARTICLE XI. MISCELLANEOUS PROVISIONS SECTION 1. AUTHORITY AND PROCEDURE TO AMEND Unless otherwise prohibited by law or these Bylaws, new Bylaws may be adopted or these Bylaws may be repealed or amended by resolution of the Board of Trustees. However, if any provision of these Bylaws requires the vote of a larger proportion of the Board, such provision may not be altered, amended, or repealed except by that greater vote. SECTION 2. PROCEDURE TO AMEND BYLAWS Proposed amendments to these Bylaws must be submitted in writing to the Trustees at least ten (10) days in advance of the Board meeting at which they will be considered for adoption. SECTION 3. AMENDMENT OF ARTICLES OF INCORPORATION (a) The Articles of Incorporation may be amended by approval of the Board of Trustees, provided such approval is by at least two-thirds (2/3) of the Trustees then in office.

19 Explorit Science Center Bylaws Page 19 (b) Notwithstanding the above paragraph, this Corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first Directors of this corporation and of the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a Statement by a Domestic Non-Profit Corporation pursuant to Section 6210 of California Corporations Code of California. SECTION 4. PROHIBITION AGAINST SHARING CORPORATE PROFITS & ASSETS No member, trustee, officer, employee, or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. On such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Trustees, shall be distributed only to nonprofit funds, foundations or corporations whose primary activities include science education, which are authorized recipients under the terms of the Articles of Incorporation of this Corporation. This is to certify that the foregoing is a true and correct copy of the Bylaws of the Corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Trustees of said Corporation at a meeting of the Board of Directors held on January 24, Signature of Secretary Anne Hance