Santee School District Foundation
By-Laws
Article I – NAME AND OFFICES
Section 1: Name
This corporation shall be known as the Santee School District Foundation.
Section 2: Principal Office
The principal office of the corporation for the transaction of its business is located in the City of Santee, San Diego County, California.
Section 3: 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 San Diego County.
Article II - PURPOSES
Santee School District Foundation (hereafter, SSDF) exists to solicit, manage and disburse voluntary contributions to provide general financial support for the Santee School District public schools of Santee, California, in order to provide and maintain consistently high quality educational opportunities for the children of the community served by such schools.
Article III - MEMBERS
Section 1: Qualifications
This corporation shall have one class of members as follows: any person, including an individual or organization, that subscribes to the purposes and basic policies of the corporation and whose admission will contribute to the corporation's ability to carry out its charitable purposes, shall be eligible for membership on approval of the membership application by the Board of Directors and on timely payment of such dues and fees as the Board may fix from time to time. No person shall hold more than one membership. Membership in SSDF shall be attained by submitting written application for membership.
Section 2: Rights of Members
Members shall have the right to vote on the election of directors, the disposition of all or substantially all of the corporation's assets, any merger and its principal terms and any amendment of those terms, any election to dissolve the corporation, the amendment of the corporation's Articles of Incorporation or bylaws, and such other matters as set forth in these bylaws and the Law. A corporate member may designate in writing the name or position of the individual entitled to vote or exercise its rights and to receive notices on behalf of the member. The member may amend such designation at any time, and all such designations and amendments thereto shall be filed with the records of this corporation. No member shall be entitled to any dividend or any part of the income of the corporation.
Section 3: Termination of Membership
A Membership in SSDF shall terminate on occurrence of any of the following events:
• Resignation of the member, on reasonable notice to the corporation;
• Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board
• Failure of the member to pay dues, fees or assessments as set by the Board within thirty (30) days after they become due and payable;
• Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
• Expulsion of the member under Article III, Section 5 of these bylaws based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rule of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.
Section 4: Suspension of Membership
A member may be suspended under Article III, Section 5 of these bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the corporation's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person whose membership is suspended shall not be a member during the period of suspension.
Section 5: Procedure for Expulsion or Suspension
If grounds appear to exist for expulsion or suspension of a member under Article III, Sections 3 or 4 of these bylaws, the procedure set forth below shall be followed:
• The member shall be given fifteen (15) days notice, by any method reasonably calculated to provide actual notice, of the proposed expulsion or suspension and the reasons therefore. Any notice given by mail shall be sent by first-class, registered, or certified mail to the member's last address as shown on the corporation's records.
• The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion or suspension should take place.
• The Board, committee, or person shall decide whether or not the member should be suspended, expelled or sanctioned in some other way. The decision of the Board, committee or person shall be final.
• Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one (1) year after the date of the expulsion, suspension, or termination.
Section 6: Membership Meetings
A regular meeting of members shall be held in the month of April immediately prior to the regular Board of Directors meeting. At this meeting, directors shall be elected and any other proper business may be transacted.
Section 7: Voting
Members entitled to vote at any meeting shall be those members in good standing. At a meeting, voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of members. A quorum shall consist of a simple majority of the SSDF membership.
If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless the vote of a greater number is required by these bylaws or the Law. In any election of directors, the candidates receiving the highest number of votes are elected. Each member shall have the right to vote for as many nominees as there are vacancies on the Board of Directors to be filled by the members.
Section 8: Proxy Voting
A general or specific proxy may be submitted by any Member in Writing to any Director prior to any Membership meeting, and such Director may vote such proxy in accordance with the general or specific instructions of such member.
Section 9: Special Meetings
Any SSDF member may call a special membership meeting, providing:
• Five percent (5%) of the SSDF membership, by written petition, have requested the special meeting, and
• The Board of Directors has been notified.
Notice shall be mailed to the SSDF membership 30 days prior to time of specified meeting. Minutes shall be completed and provided to the membership. Any major policy or SSDF business, which will affect the membership as a whole, must be voted on by the entire membership in accordance with Article III, Section 7.
Section 10: Addressing the Meeting
Any member wishing to address the Board of Directors at a membership meeting shall contact the President to have the matter placed on the agenda. Said member shall be prepared to supply a written outline, or copy of report brought before the Board of Directors, to the meeting Chair and the Secretary. If time permits, additional items requested by members at a meeting may be added to the agenda.
Section 11: Member's Inspection Rights
Each member shall have the following inspection rights, for a proper purpose reasonably related to the person's interest as a member and the business of the corporation and upon approval of the Board of Directors:
• A member may request from the Board of Directors that a mailing pertinent to legitimate SSDF business (such as an election) be sent to all eligible voting members by the Secretary. The request for such a mailing shall state the purpose for which it is requested. The member shall pay costs incurred for the mailing. The mailing shall be made on or before (10) business days from the date the request is received.
• To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written request on the corporation by the member.
Article IV - BOARD OF DIRECTORS
Section 1: Powers and Number
Subject to the provisions and limitations of the Law and any other applicable laws, and subject to any limitations in the Articles of Incorporation or bylaws regarding actions that require approval of the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. The Board of Directors shall consist of at least six (6) and not more than twenty-five members (25) of SSDF.
Section 2: Election of Directors
The Board of Directors shall appoint a committee to select qualified candidates for election to the Board at least 120 days before the date of any election of directors. This nominating committee shall make its report at least ninety (90) days before the date of the election, or at such other time as the Board of Directors may set, and the secretary shall forward to each member, with the notice of meeting required by there bylaws, a list of all candidates nominated by committee under this section. In nominating candidates, the committee shall seek to achieve the following goals regarding the nominees: diversity of backgrounds and skills relevant to the needs of the corporation, and such other goals as the Board of Directors may establish.
If after the close of nominations the number of people nominated is not more than the number of directors to be elected, the corporation may without further action declare that those nominated and qualified to be elected have been elected.
If there is a meeting of members to elect directors, any member present at the meeting in person or by proxy may place names in nomination.
The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications and the reasons for the nominee's candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees. Without Board authorization, no corporate funds may be expended to support a nominee for director after more people have been nominated for director than can be elected.
Section 3: Term of Directors
The regular term of each Director shall be two (2) years, or until their successor has been elected, or until their earlier resignation, removal from office, or death. A Director may serve multiple terms. Regular terms of office shall begin on July 1 of the year elected.
Section 4: Resignation of Director
Any Director may resign at any time, effective upon giving written notice of resignation to the Board of Directors. All SSDF official records and materials in possession of the resigning Director shall be surrendered to the Board of Directors or person designated by the Board.
Section 5: Removal of Director
Any Director may be removed from office by two-thirds (2/3) vote of the Board of Directors upon determination that the Director in question has engaged in conduct materially and seriously prejudicial to the interests or purposes of this organization. Removal shall be ratified by a majority of votes cast by the SSDF membership in accordance with Article III, Section 7.
Members may choose to recall a Director from service by petition bearing signatures of at least 25% of the membership. Removal shall be ratified by a two-thirds (2/3) majority of votes cast by the membership in accordance with Article III, Section 7.
Written notice shall be mailed to said Director not less then seven (7) calendar days prior to the date of the meeting at which such vote is scheduled. Written notice of results shall be mailed to said Director within 48 hours of the tabulation of such votes.
Section 6: Vacancies
When a seat on the Board of Directors is vacated, the remaining Directors shall appoint by unanimity an individual to serve the remainder of the term with the following exceptions:
• The resigning Director requests that a special election be held to determine his/her replacement, or
• The vote of the Board of Directors is not unanimous at which time a special election must be held.
Each Director so appointed or elected shall hold office for the unexpired term he or she has been elected to fill.
Section 7: Compensation
No Director shall receive compensation for service as a Director. Upon resolution of the Board of Directors, Directors may be reimbursed for expenses incurred in the performance of their duties as Directors.
Section 8: Board of Directors Meetings
The Board of Directors shall meet immediately after each regular meeting of members for purposes of organization, election of officers, and transaction of other business. Other regular meetings of the board of Directors shall be held at such times as are fixed by the Board of Directors. Such regular meetings may be held without notice. Meetings shall be held at any place designated by resolution of the Board.
Members of the board may participate in a meeting through use of conference telephone, electronic video screen communication or electronic transmission by and to the corporation. Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply:
• Each member participating in the meeting can communicate with all of the other members concurrently.
• Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
Section 9: Action at a Meeting
A majority of the number of directors currently serving must be present (50% plus one) in order to constitute a quorum. If a quorum is not present, no voting may take place. Every act done or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of directors, unless a greater number, or the same number after disqualifying one or more directors from voting is required by the Articles of Incorporation, these bylaws, or the Law. Directors may not vote by proxy. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a disinterested majority of the required quorum for such meeting, or such greater number as required by the Articles of Incorporation, these bylaws or the Law.
Section 10: Action Without a Meeting
The Board of Directors may take any required or permitted action without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such directors. For purposes of this section only, “all members of the Board” does not include any “interested directors” as defined in Section 5233 of the Law.
Section 11: Conflict of Interest
SSDF shall enter no contract in which any Director has a personal interest, unless such contract has been approved by a majority of the Board. No Director shall vote on a contract in which he or she has a personal interest.
Section 12: Annual Report
The Board shall instruct the Treasurer to furnish an annual report not later than one hundred and twenty (120) days after the close of the fiscal year to all Directors of the corporation and to any member who requests it in writing, which report shall contain the following information: The assets and liabilities of SSDF as of the end of the fiscal year; the principal changes in assets and liabilities during the fiscal year; the revenue of SSDF of the fiscal year; the expenses and disbursements of SSDF during the fiscal year. At such time as the annual gross receipts of the corporation exceed $25,000, the annual report shall be sent to all members, pursuant to §8321 of the California Nonprofit Public Benefit Corporation Law.
Section 13: Annual Statement of Specific Transactions to Members
SSDF shall mail to all Directors and all members a statement within one hundred and twenty (120) days after the close of the fiscal year which briefly describes the amount and circumstances of any indemnification or transaction in which SSDF was a party, and in which any director or officer of the corporation or member had a direct or indirect material financial interest during the previous fiscal year. No such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e) (2) of the California Nonprofit Public Benefit Corporation Law.
Article V- Honorary Board
Section 1: Honorary Board
The Board of Directors may at any time establish an “Honorary Board of Directors”. In establishing such an honorary board, the Board of Directors may, by resolution, set forth whatever standards or guidelines it might determine to be appropriate for membership upon such an honorary board; and may also, by such resolution, establish in what manner persons are to be selected or elected to membership on such an honorary board; and also, may by such resolution, establish more than one such honorary board, have such guidelines or standards for membership as the Board of Directors might establish or determine. In establishing such an honorary board or boards, the Board of Directors may use the term “Honorary Board of Directors” or any other name or title which the Board of Directors deems appropriate. The Board of Directors may establish any terms for membership on any such honorary board or boards as it may deem appropriate, except the membership on such board or boards shall have no voting rights in any affairs of the corporation; and no discrimination based on religion, sex, race, color, or national origin shall be used in determining membership.
Article VI - OFFICERS
Section 1: Officers
The officers of SSDF shall be President, Vice-President, Secretary, and Treasurer, chosen by the Board of Directors from amongst the Directors.
Section 2: Selection and Term of Office
SSDF officers shall be elected at the first Board meeting of each fiscal year. Each officer shall serve for a term of one year and until their successors are elected and qualify in their position. No board member shall hold a particular office for more than two consecutive terms.
Section 3: Resignation of Officers
Any officer may resign at any time effective upon giving written notice to either SSDF's President or Secretary. All SSDF official records and materials pertaining to the office shall be surrendered to the President or Secretary upon resignation.
Section 4: Removal of Officers
Any officer may be removed from office, with or without cause, by a two-thirds (2/3) vote of the Board. All SSDF official records and materials pertaining to the office shall be surrendered to the President or Secretary upon removal.
Section 5: Vacancies
Any vacancy in any office arising at any time and from any cause, including the creation of a new office, may be filled at any meeting of the Board of Directors. Each officer so elected shall hold office for the unexpired term he or she has been elected to fill.
Section 6: Compensation
No officer of SSDF shall receive compensation for service as an officer. Upon resolution of the Board of Directors, officers may be reimbursed for expenses incurred in the performance of their duties as Directors, however an officer may not vote on matters relating to his or her reimbursement.
Article VII - DUTIES OF OFFICERS
Section 1: President
• The President shall have general supervision of the day to day affairs of SSDF, shall keep the Board of Directors fully informed, and shall freely consult with the Board concerning the activities of SSDF.
• The President shall be responsible for securing membership meeting sites, and shall instruct the Secretary to notify the membership of date, site, and time of scheduled meetings.
• The President shall be responsible for providing the agenda and chairing the meeting.
• The President shall provide a yearly "State of the Organization" report to be published and mailed to the SSDF membership following the first membership meeting of the fiscal year.
• The President shall have the power to appoint a Parliamentarian.
• The President shall perform such other duties as shall from time to time be assigned by the Board.
Section 2: Vice President
The Vice President shall be responsible for all presidential duties in the absence of the President.
Section 3: Secretary
• The Secretary shall keep correct records of the activities and transactions of SSDF, including a minutes archive which shall contain a copy of these bylaws, and all minutes of the meetings of the Board of Directors and of the SSDF Membership.
• The Secretary shall be responsible for serving all notices of SSDF, and shall perform all the duties incident to the office of Secretary, subject at all times, however, to the control of the Board.
• The Secretary shall publish and distribute to SSDF members all minutes from membership meetings.
• The Secretary shall perform such other duties as shall from time to time be assigned by the Board. All SSDF official records and materials pertaining to the office shall be surrendered to the succeeding officer no later than the first meeting of the fiscal year.
Section 4: Treasurer
• The Treasurer shall have responsibility for all funds and securities of SSDF.
• The Treasurer shall cause to be kept complete and accurate accounts of the receipts and disbursements of SSDF, and shall cause to be deposited all moneys and other valuable effects of SSDF in the name of and to the credit of SSDF in such banks and depositories as the Board may designate. Whenever required by the Board or these bylaws, the Treasurer shall render a statement of the accounts. Upon reasonable request, the Treasurer shall exhibit the books and accounts to any Board member.
• The Treasurer shall provide a yearly financial statement to be mailed to the membership at the close of the fiscal year.
• The Treasurer shall have responsibility for instigating an audit to be completed by the close of the SSDF fiscal year and submitted to the Board and the membership.
• The Treasurer shall oversee the activities of the Budget Committee.
• The Treasurer shall perform all the duties incident to the office of Treasurer, subject at all times, however, to the control of the Board.
• The Treasurer shall, if required by the Board, give security for the faithful performance of his or her duties.
Article VIII - COMMITTEES
Section 1: Types of Committees
The Board shall appoint three (3) standing committees, which will be named the “Membership Committee,” the “Finance Committee,” and the “Audit Committee.” The Board may also appoint an unlimited number of ad hoc committees. Membership in all committees is open to any General Member in the discretion of the Chairperson of any such committee. All Chairpersons of standing and special committees shall be appointed by the President of the Board, subject to ratification of a majority of the Board in attendance at any meeting of the Board at which a quorum is present.
Section 2: The Membership Committee
The Membership Committee shall consist of a Chairperson, appointed in accordance with Section 1, and any other General Members of the Corporation who shall attend its meetings from time to time. It shall possess no power or authority not specifically conveyed by these Bylaws, but shall be primarily responsible for:
• Developing and implementing strategies for recruiting new SSDF members.
• The processing of membership applications and providing approval recommendations to the Board.
• Billing the General Membership for annual fees.
• Maintaining and keeping records of memberships.
Section 3: Finance Committee
The Finance Committee shall consist of a Chairperson, appointed in accordance with Section 1, and any other General Members of the Corporation who shall attend its meetings from time to time. It shall possess no power or authority not specifically conveyed by these Bylaws, but shall be primarily responsible for assisting the Board of Directors in preparing a budget, developing a fundraising plan, developing an investment policy, and oversight responsibilities relating to fiscal management of SSDF financial assets.
Section 4: Audit Committee
The Audit Committee shall consist of a Chairperson, appointed in accordance with Section 1, and any other General Members of the Corporation who shall attend its meetings from time to time. It shall possess no power or authority not specifically conveyed by these Bylaws, but shall make recommendations to the Board of Directors regarding the hiring and termination of an auditor, who shall be an independent certified public accountant, and may be authorized by the Board to negotiate the auditor's salary.
The Audit Committee shall confer with the auditor to satisfy its members that the corporation's financial affairs are in order, and shall review and determine whether to accept the audit.
Members of the Finance Committee must constitute less than one-half of the membership of the Audit Committee. The membership of the Audit Committee shall not include the following persons:
• The President of the Board
• The Treasurer of the Corporation
• The Chair of the Finance Committee
• Any person with a material financial interest in any entity doing business with the corporation.
Article IX- INVESTMENTS
Section 1: Standards, Retention of Property
In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Corporation's investments other than assets held for use or used directly in carrying out a public or charitable program of the Corporation, the Board of Directors shall avoid speculation, looking instead to the permanent disposition of funds, considering the probable income, as well as the probable safety of the Corporation's capital.
Unless limited by the Articles of Incorporation, the Corporation may continue to hold property properly acquired or contributed to it if and as long as the Board of Directors, in the exercise of good faith and of reasonable prudence, discretion and intelligence, may consider that retention is in the best interests of the Corporation. No retention of donated assets violates this section, where such retention was required by the donor in the instrument under which the assets were received by the Corporation.
No investment violates this section by virtue of the investment's speculative character, where the investment conforms to provisions authorizing such investment contained in the instrument or agreement under which the assets were contributed to the Corporation.
Section 2: Endowment Fund
The Corporation may receive donations earmarked for an endowment fund from any source in cash or in other property acceptable to the Board of Directors, provided the terms and conditions, if any are consistent with the purposes and powers of the Corporation as set forth in the Articles and bylaws of the Corporation. All donations so received together with the income there from, herein referred to as the “Fund”, shall be held, managed, administered and paid out in accordance with any terms and conditions with respect thereto. Unless otherwise specifically required, the Corporation may mingle such restricted donations with other assets of the Fund. The Corporation may reject any donation carrying restrictions deemed by the Board of Directors to be incompatible with the purpose of the Fund and/or the Corporation.
The Corporation shall keep a complete record of the source of all gifts made to the Fund and shall take such steps as the Board of Directors deems appropriate to recognize and commemorate each such gift, to the end that the memory of the gift and of the donor shall be appropriately preserved.
The Corporation shall disburse the Fund or the income there from at such time and in such a manner and in such amounts as the Board of Directors may in its discretion determine for the Corporation or its related activities.
Article X - CONTRACTS, CHECKS, AND BANK ACCOUNTS
Section 1: Checks, Notes, and Contracts
The Board of Directors is authorized to select such banks or depositories as it shall deem to be proper for holding the funds of SSDF. Two (2) authorized signatures, as designated by the Board, shall be required on all checks, drafts, or other orders for the payment of moneys. In addition, the Board shall determine the person who shall be authorized to sign acceptances, notes, or other evidences of indebtedness, to enter into contracts, or to execute and deliver documents and instruments on behalf of SSDF. Any indebtedness of SSDF shall not exceed the value of its assets.
Article XI - OFFICE AND BOOKS
Section 1: Office
The office shall be located at such place as the Board of Directors may from time to time determine.
Section 2: Books
There shall be kept at the office, or such other place as the Board of Directors shall designate, correct books of account of the activities and transactions of SSDF, including a minutes archive which shall contain a copy of these bylaws, and all minutes of the meetings of the SSDF Membership and of the Board of Directors.
Article XII - FISCAL YEAR
The fiscal year of SSDF shall begin on the first day of July and end on the last day of June.
Article XIII - INDEMNIFICATION
SSDF may indemnify its Directors and officers in the manner and to the full extent required by law, and, except as prohibited by law, may provide additional indemnification pursuant to agreement, action of the Board of Directors, or provision of these bylaws.
Article XIV - AMENDMENT OF THE BYLAWS
Section 1: Biannual Review
These bylaws shall be formally reviewed biannually in even years. The SSDF Secretary shall oversee any review of these bylaws. These bylaws may be amended by a two-thirds (2/3) vote of the membership, except that any amendment to Article II (Purposes) or to this Article insofar as it relates to Article II shall be adopted by unanimous consent of the Membership.
Article XV - DISSOLUTION
SSDF may elect to voluntarily conclude its business and dissolve the organization with the approval of two-thirds (2/3) of the voting members. The Board of Directors may elect to dissolve the organization without membership approval if any of the following conditions apply:
• The organization has no members;
• The organization has been adjudged bankrupt;
• The organization has disposed of all its assets and hasn't conducted any activity for the past two years.
Article XVI - AMENDMENT OF ARTICLES
Section 1. Amendment of Articles by Board of Directors
Amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this corporation.
Section 2. Certain Amendments
Notwithstanding the above Sections of this Article, this corporation shall not amend its original Articles of Incorporation to alter any statement of the names and addresses of the first Directors of this corporation, nor 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 the California Nonprofit Corporation Law.
Article XVII - PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, Director, officer, 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 SSDF, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for SSDF in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, or shall receive, any of the corporate assets on dissolution of the corporation. All members of SSDF shall be deemed to have expressly consented and agreed that 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, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
Certification
I certify that the foregoing is a true and correct copy of the bylaws of the Santee School District Foundation and that such bylaws were duly amended by the Membership of the corporation on the date set forth below.
Dated:
Betty Vega, Secretary
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