RVCC Chamber By Laws (continued 2)

BY-LAWS

of

THE ROUND VALLEY CHAMBER OF COMMERCE

(continued)

ARTICLE IX

Books, Records, and Reports

Section 1. Annual Reports to Members. Each year, each member shall be notified by the Chief Financial Officer of the member's right to receive the annual financial report of the Chamber. A copy of the most recent annual financial report shall be promptly sent to any member who sends a written request for the report.

Not later than 120 days after the close of the fiscal year, the Chief Financial Officer shall cause to be prepared the Chamber's annual financial report containing (i) a balance sheet as of the end of the fiscal year, (ii) an income statement for the fiscal year, (iii) a statement of changes in the financial position for the fiscal year, (iv) a statement that the names and addresses of the current members of the Chamber are located at the principal office of the Chamber, and (v) any further information required by this Section. The report shall be accompanied by (i) any report on it by an independent accountant, or if there is no such report, (ii) the certificate of the President of the Chamber, that the statement was prepared without audit from books and records of the Chamber.

Within 120 days after the close of the fiscal year, the Chief Financial Officer of the Chamber shall cause to be prepared and give to each member a statement of any transaction with the Chamber in which any Director of Officer, had a direct or indirect material financial interest. Any transaction or transactions aggregating more than $10,000 during the fiscal year, in which the same person had a direct or indirect material financial interest, shall be reported, together with (i) the name of the person interested in the transaction, (ii) the person's relationship to the Chamber, (iii) the nature of the person's interest in the transaction, and (iv) where practicable, the amount of the interest (unless the transaction was with partnership of which the person is a partner, in which case the partnership interest shall be stated). The statement shall also briefly describe the amount and circumstances of an indemnifications or advances paid during the fiscal year to any officer or Director of the Chamber in connection with defense of any threatened or pending legal proceeding against that officer or director.

The statement required above shall be given to each member in the manner provided for giving notice of meetings of members. This requirement may be satisfied by sending the annual financial report containing this statement.

Section 2. Annual Report to Secretary of State. Each year in the calendar month in which the Articles of Incorporation were filed (November), the Secretary of the Chamber will cause to be filed with, and on a form prescribed by the Secretary of State, a notice, designating (i) the names and business or residence address of the Chambers Chief Executive Officer (President),

Secretary, and Chief Financial Officer; (ii) the street address of the Chamber's principal office, if any; and (iii) the agent for the service of process on the Chamber to include said agent's business or residence address.

Section 3. Inspection by Directors. Every Director has the absolute right at any reasonable time to inspect all books, records and documents of any kind and the physical properties of the Chamber.

Section 4. Maintenance and Inspection of Record by Members. The Chamber shall keep at its principal office, a records of its members containing their names and addresses and the class of membership held by each, ("the membership list").

A member of the Chamber may either (i) inspect and copy the membership list, at reasonable times, by making a written demand to the Board of Directors stating the purpose (said purpose must be reasonable associated with the business and activities of the Chamber) for which the inspection is requested at least five (5) business days before the inspection is to be made; or (ii) obtain from the Secretary, by such written demand and payment of a reasonable

charge, the membership list of the members entitled to vote for Directors, as of the most recent record date for which the list has been compiled, or as of a date specified by the member subsequent to the date of demand. The latter demand must state the purpose of which the list is requested which must be reasonable associated with the business and activities of the Chamber. Within 10 business days after receipt of the latter demand, or after the subsequent date specified in the demand, if the reasonable charge has been paid, the Secretary shall deliver the membership list to the requesting member.

In the alternative to (i) permitting inspection of the membership list or (ii) providing a membership list, as provided in the foregoing paragraph, the Board of Directors may within ten (10) business days after receiving the member's demand, deliver a written offer of an alternative method of achieving the purpose identified in the demand. A member's rejection of the offer must be in writing and must indicate the reasons that the alternative proposed does

not meet the proper purpose of the demand.

ARTICLE X

Members Reservation of Policy Determination

Section 1. The membership reserves to itself the right to make any final determinations concerning the policy of the Chamber in matters of public highways, water program development, or other matter which involve the taking of any area greater the ten (10) percent of Round Valley. The Board of Directors shall not take any policy action concerning a matter of this type without first calling a special membership meeting. The call for said special membership meeting shall specifically state the matter to be considered. At the special membership meeting, the membership shall have the right to determine what policy, if any, shall be controlling upon the Chamber in the matter. Once the membership has acted, the Board of Directors shall be without authority to substantially change or modify said policy without action of the membership.

ARTICLE XI

Fiscal Year

Section 1. The fiscal year shall end the 31st day of December.

ARTICLE XII

Parliamentary Procedure

Section 1. The proceedings of the Chamber's meeting shall be governed by and conducted according to the latest edition of Roberts Rules of Order.

ARTICLE XIII

Amendment of Bylaws

Section 1. These Bylaws may be amended or altered by a two-third (2/3) vote of those present at any duly constituted regular or special meeting of the Chamber, provided notice of the proposed change shall have been mailed to each member in accordance with ARTICLE V, Section 3 of these Bylaws.

ARTICLES OF INCORPORATION

OF

ROUND VALLEY CHAMBER OF COMMERCE

#500103

Filed November 16, 1965

ARTICLE I

The name of this organization is:

ROUND VALLEY CHAMBER OF COMMERCE

ARTICLE II

The purposes for which this corporation is formed are:

A. The PRIMARY business for which this organization is organized is the advancement of the civic, commercial, industrial, and agricultural interest of Round Valley and of the surrounding territory.

B. This organization, in its activities, shall be nonpartisan, nonsectional and nonsectarian. It shall not by resolution or otherwise be committed to the support or endorsement of any candidate for public office.

C. To carry on any business whatsoever which this corporation may deem proper or convenient in connection with any of the foregoing purposes or otherwise, or which may be calculated directly or indirectly to promote the interest of this corporation, or to enhance the value of its property or business.

D. To borrow money; to lend money; to own real property; to own personal property; to deal in real property; to deal in personal property; to have and to exercise all the powers conferred by the laws of the State of California upon corporations formed under the laws pursuant to and under which this corporation is formed, as such laws are now in effect or may at any given time here after be enacted or amended.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from terms or provisions of any other clause, but shall be regarded as independent purposes.

ARTICLE III

The principal office for the transaction of the business of this corporation is to be located in the County of Mendocino, State of California.

ARTICLE IV

This corporation is organized pursuant to the General Nonprofit Corporation Law or as provided for in Part 1 of Division 2 of Title 1 of the Corporations Code; it is not contemplated or intended that any shares be issued.

ARTICLE V

The number of directors shall be five, and the names and addresses of the persons who are appointed to act as the first directors are:

Jan S. Stewart Covelo, California

Charles C. McCulloch Covelo, California

James Fisher Covelo, California

L. C. Ripley Covelo, California

Bruce L. Codding Covelo, California

ARTICLE VI

The authority is hereby granted to the holders of the shares of this corporation, entitled to vote, to change from time to time the authorization number of directors of this corporation by a duly adopted amendment to the Bylaws of this corporation.

ARTICLE VII

The officers of this corporation shall be a President, one or more Vice-Presidents, a Secretary, and a Treasurer. The annual meeting of the members of the corporation shall be held on the dates prescribed in the Bylaws, the hour and place to be set by the Board of Directors. The members of the corporation shall adopt, amend or repeal all Bylaws required for the

management of its affairs as provided by its Bylaws.

ARTICLE VIII

All persons, corporations or associations who pay the annual dues prescribed by the Bylaws shall, by virtue of such payment, be members of this corporation. The Bylaws may provide for the termination of the membership in the corporation for nonpayment of dues.

ARTICLE IX

These articles of incorporation may be amended as provided for by Corporation Code 9305 under Title 1, Division 1, Part 8, Chapter 1; amendment may be adopted by resolution of the Board of Directors and the vote or written consent of the majority of the members given either before of after adoption of the resolution of the Board of Directors.

ARTICLE X

The private property of the members of the corporation shall not be liable for the debts of this corporation but shall be wholly exempt therefrom.

IN WITNESS WHEREOF, the undersigned have executed these Article of Incorporation.

Dated: October 29, 1965

Jan S. Stewart

Charles C. McCulloch

James Fisher

L. C. Ripley

Bruce L. Codding

State of California

County of Mendocino

On October 29, 1965 before me Vella M. Hart a Notary of Public in and for said County and State, personally appeared Jan S. Stewart, Charles McCulloch, Bruce L. Codding, James Fisher, and L. C. Ripley known to me to be the persons, directors and officers of the above corporation and whose names are subscribed on behalf of the organization and they acknowledged that they executed the within instrument.

My commission expires: January, 1969 Vella M. Hart