BYLAWS

For the regulation, except as otherwise provided by statute or its Articles of Incorporation, of

AQUATIC CAPITAL OF AMERICA

a California nonprofit public benefit corporation

ARTICLE I. OFFICES

Section 1. Principal Office. The principal office of Aquatic Capital of America (“ACOA”) is fixed and located at: 6201 Appian Way, Long Beach, CA 90803.

The Board of Directors (collectively "Board,” individually “Director” or “Directors") is granted full power and authority to change said principal office from one location to another. Any such change shall be noted on the Bylaws, or this Section may be amended to state the new location.

Section 2. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places.

ARTICLE II. MEMBERSHIP.

Section 1. Membership Categories The membership of ACOA shall consist of the following categories :

Individual – Individuals who pay an annual fee to ACOA for membership. The annual fee amount shall be established by the Board through the adoption of the annual budget.

Individual – Individuals who pay an annual fee to ACOA for membership. The annual fee amount shall be established by the Board through the adoption of the annual budget.
All of the following shall hold individual memberships in ACOA:
- Members of the Board of Directors
- Officers
- Members of permanent committees and ad hoc committees
- Appointees
Group – Non-profit 501(c)(3) organizations that have an interest in aquatic and related activities within the City of Long Beach may apply to ACOA Board for group membership. Membership shall be granted or denied by the Board and shall be coincident with the individual membership year. Dues for group members shall be established by the Board and entitle each group member (“Group Member”) to one nonvoting member of the Board. Additional nonvoting members may be granted by a majority vote of the Board
Supporters
– Individuals and for-profit organizations who have an interest in the mission, vision, and objectives of ACOA, and who provide financial support to ACOA at a level determined by the supporter (“Supporter”). Supporters shall not be members of the Board, but may attend Board meetings

Section 2. Equal Opportunity. Membership in ACOA shall not be denied by virtue of race, creed, gender, religion, political affiliation, disability, sexual orientation, or national origin.

Section 3. Approvals. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only majority approval by the Board. All rights which would otherwise vest in the members shall vest in the Directors

Section 4. Associates.Nothing in this Article II shall be construed as limiting the right of ACOA to refer to persons associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Nonprofit Corporation Law. ACOA may confer some or all of the rights of a member, by amendment of its Articles of Incorporation (“Articles”) or of these Bylaws as set forth in the California Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the election of Directors or on a disposition of substantially all of the assets of ACOA or on a merger or on a dissolution or on changes to ACOA's Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056.

ARTICLE III. MEETINGS.

Section 1. Annual Meetings The Board shall hold an annual meeting for the purpose of organization and the transaction of other business

The Annual Meeting of the of the Board shall be held without call or notice in December of each year

Section 2. Election Meetings

The Board shall hold an Election Meeting for the purpose of selecting Officers and Directors
The Election Meeting of the Board shall be held without call or notice in December of each year, and shall be concurrent with the Annual Meeting
The Officers shall be elected for two-year terms at the Election Meetings held in even-numbered years, commencing in 2016
Fifty-percent (50%) of the Directors who are not also Officers shall be elected for two-year terms at the Election Meetings held in even-numbered years, commencing with the 2016 Election Meeting
The remaining fifty-percent (50%) of the Directors who are not also Officers shall be elected for a one year term, commencing with the 2016 Election Meeting. Following the expiration of the one year term on December 31, 2017, the non-Officer Directors may be reelected to a second term, for a two-year period to end on December 31, 2019
The term of office shall commence on January 1 of each year following the election meeting

Section 3. Regular Meetings Regular meetings of the Board shall be held without call or notice on such dates as may be fixed by the Board

Section 4. Special Meetings Special meetings of the Board for any purpose or purposes may be called at any time by the President, a Vice President, the Secretary, or any two Directors

Special meetings of the Board shall be held upon seven (7) days' notice by first-class mail or 24 hours' notice given personally or by email, telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each Director at such Director's address as it is shown upon the records of ACOA or as may have been given to ACOA by the Director for purposes of notice, or if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held
Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver

Section 5. Place of Meetings Place of meetings of the Board shall be held at any place within or without the State of California which has been designated from time to time by the Board. In the absence of such designation, meetings shall be held at the principal office of ACOA

Section 6. Voting Privileges All elected Directors are voting members. Group Members and Supporters have a voice but no vote at Board meetings. Each voting member of the Board of Directors shall have one vote. The President may vote by ballot or when the vote could change the outcome. There shall be no voting by proxy

Section 7. Quorum A simple majority of the authorized number of Directors constitute a quorum of the Board for the transaction of business, except to adjourn as provided in Section 12 of this Article Ill. 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, unless a greater number be required by law or by the Articles, except as provided in the next sentence. 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 majority of the required quorum for such meeting

Section 8. Participation in Meetings by Conference Telephone Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another

Section 9. Waiver of Notice Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings

Section 10. Adjournment A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment

Section 11. Action Without Meeting Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board

Section 12. Actions Taken By The Board Any and all actions taken by the Board pursuant to this Article III shall be authorized by a majority of the members of the Board present at a meeting of the Board, subject to the requirements of a Quorum as defined in Section 7. of this Article III.

ARTICLE IV. BOARD OF DIRECTORS.

Section 1. Powers Subject to limitations of the Articles and these Bylaws, the activities and affairs of ACOA shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of ACOA to any person or persons, a management company or committees, however composed, provided that the activities and affairs of ACOA shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

To select and remove any or all of the other Directors, Officers, agents and employees of ACOA; prescribe powers and duties for each as may not be inconsistent with law, the Articles or these Bylaws; fix compensation, if any; and require security from each for faithful service
To conduct, manage and control the affairs and activities of ACOA, and to make such rules and regulations therefore which are not inconsistent with law, the Articles or these Bylaws, as may be deemed best for ACOA

Section 2. Number of Directors The Board shall consist of an authorized number of individuals(“Directors”), the number of which shall be no less than ten (10), and not to exceed forty (40) unless and until changed by amendment of the Articles or by these Bylaws

Section 3. Selection of Directors The Fifty-percent (50%) of the authorized number of Directors, to include all Officers (as defined in Article IV, Section 1.), shall be elected for a two-year term at the 2016 election meeting (see Section 6. (b) below), with said term to expire at midnight on December 31, 2018. The remaining fifty-percent (50%) of the Directors shall be elected for a one year term at the 2016 election meeting, with said term to expire at midnight on December 31, 2017. New Directors shall be elected or existing Directors reelected at future Election Meetings, beginning in 2017. Each Director shall serve until the end of his/her Term, and until a successor has been elected and qualified

Section 4. Term of Office and Term Limits

Term (“Term”) of Office. The Term for each Director shall be for a maximum of two (2) years
Each Director shall be limited to serving on the Board for no more than three (3) Terms of two (2) years per Term, for a maximum of six (6) years
Any Director who has served the maximum of six (6) years shall not be considered for another Board position for a minimum of one year

Section 5. Removal and Resignation Any Director may be removed, either with or without cause, by the Board at any time. Any such removal shall be without prejudice to the rights, if any, of the Director under any contract of employment

Section 6. Vacancies

Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Law, any Director may resign effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective
A vacancy in the Board shall be filled in the same manner as the Director whose office is vacant was selected, provided that vacancies to be filled by election by Directors may be filled by a majority of the remaining Directors, which may be less than a quorum, or by a sole remaining Director. Each Director so selected shall hold office until the expiration of the term of the replaced Director and until a successor has been selected and qualified
A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Director or if the authorized number of Directors be increased
The Board may declare vacant the office of a Director who has been declared of unsound mind by a final order of any court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under Article 3 of the California Nonprofit Public Benefit Corporation Law
No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of that Director’s term of office

Section 7. Rights of Inspection Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of ACOA of which such person is a Director

Section 8. Fees and Compensation Directors may receive reimbursement for expenses, as may be fixed or determined by the Board. Directors shall not receive compensation from ACOA for services rendered to it

Section 9. Director Contributions Each Director has a responsibility to contribute a minimum of $100 per year to ACOA

ARTICLE V. OFFICERS.

Section 1. Officers The officers (“Officers”) of ACOA shall be a President, a Secretary, and a Treasurer. ACOA may also have, at the discretion of the Board, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be elected or appointed in accordance with the provisions of Article IV. Sections 3., 6., and 7, and Article V. Section 7. Any number of offices may be held by the same person except as provided in the Articles or in these Bylaws, and except that neither the Secretary nor the Treasurer may serve concurrently as the President

Section 2. Officers as members of the Board Each Officer shall also be a voting member of the Board

Section 3. Election The Officers of ACOA, except such Officers as may be elected or appointed in accordance with the provisions of Article III, Section 7. or Section 6. of this Article V, shall be chosen and elected by a majority of the Board in attendance at the Election Meeting as set forth in Article III, Section 7.(b)., shall serve at the pleasure of the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected

Section 4. Term of Office and Term Limits

Term (“Term”) of Office. The Term for each Officer position shall be for a maximum of two (2) years
Officers shall be elected from the active members of the Board only, and serve for a two-year term
An Officer may not serve more than two consecutive terms in the same office, and may not serve for a term that extends beyond his/her maximum time as a Director

Section 5. Subordinate Officers The Board may elect, and may empower the President to appoint, such other Officers as the business of ACOA may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine

Section 6. Removal and Resignation Any Officer may be removed, either with or without cause, by the Board at any time or, except in the case of an Officer chosen by the Board, by any Officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the Officer under any contract of employment

Any Officer may resign at any time by giving written notice to ACOA, but without prejudice to the rights, if any, of ACOA under any contract to which the Officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective

Section 7. Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur

Section 8. Chairman of the Board The Chairman of the Board, if there is such an officer, shall exercise and perform such powers and duties as may be from time to time assigned by the Board

Section 9. President Subject to such powers, if any, as may be given by the Board to the Chairman of the Board, if there is such an Officer, the President is the general manager and chief executive officer of ACOA and has, subject to the control of the Board, general supervision, direction, and control of the business and Officers of ACOA. The President shall preside at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board

Section 10. Vice President(s) In the absence or disability of the President, the Vice-Presidents, if any be elected, in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board

Section 11. Secretary The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice hereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of ACOA's Articles and Bylaws, as amended to date

The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the Board

Section 12. Treasurer The Treasurer is the chief financial officer of ACOA and shall keep and maintain, or cause to be kept and maintained, adequate and correct amounts of the properties and business transactions of ACOA. The books of account shall at all times be open to inspection by any Director

The Treasurer is to accept moneys and other valuables shall deposit all moneys and other valuables in the name and to the credit of ACOA with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of ACOA as may be ordered by the Board, shall render to the President and the Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of ACOA, and shall have such other powers and perform such other duties as may be prescribed by the Board

ARTICLE V. OFFICERS.

Section 1. Permanent Committees There shall be permanent committees of the Board as set forth in this article. One permanent committee shall be designated as the Executive Committee, as defined in this Article VI., Section 2

Unless otherwise stated in this Article VI., the President, with the concurrence of the Board, shall appoint the committee chair and the members of each permanent committee. Committee members, each consisting of two or more Directors, shall be chosen from the Board

The Board may delegate to such permanent committees any of the authority of the Board except with respect to :

The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires approval of the members or approval of a majority of all members (such limitation of committee action shall apply whether or not ACOA has members) ;
The fixing of compensation, if any, of the Directors for serving on the Board or on any committee ;
The amendment or repeal of Bylaws or the adoption of new Bylaws ;
The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable ;
The expenditure of ACOA funds to support a nominee for Director after more people are nominated for Director than can be elected ; or
Except to the extent provided by Section 5233 of the California Nonprofit Public Benefit Corporation Law, the approval of any self-dealing transaction, as such transactions are defined in said Section. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such permanent committee shall have the power to prescribe the manner in which its proceedings shall be conducted
Unless the Board the Board or such permanent committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article V. applicable to meetings and actions of the Board
Minutes shall be kept of each meeting of each permanent committee

Section 2. Executive Committee The Board shall establish a permanent committee designated as the Executive Committee or by such other name as the Board shall specify

The membership of the Executive Committee shall, at a minimum, consist of the President, Vice Presidents, Secretary, Treasurer, the Immediate Past President, and an At-Large Member from the Board. At the discretion of a majority of the Board, additional Directors or Officers may be named as members of the Executive Committee
- The Executive Committee shall have the power to prescribe the manner in which proceedings of the Executive Committee shall be conducted
- Unless the Board or such permanent committee shall otherwise provide, the regular and special meetings and other actions of the Executive Committee shall be governed by the provisions of this Article V. applicable to meetings and actions of the Board
- Minutes shall be kept of each meeting of each permanent committee

Section 3. Committee Quorum The presence of a majority of the committee members with voting privileges shall constitute a quorum at any meeting of a permanent committee of the Board, except for scheduled meetings in conjunction with the annual meeting of the Board, where a quorum shall consist of those members of the committee present and voting

Section 4. Ad hoc Committees and Task Forces Ad hoc and task forces, each for a specific purpose, may be established from time to time by the President. The President shall appoint the Chairs and members of all ad hoc committees and task forces

ARTICLE VII. OTHER PROVISIONS.

Section 1. Insurance At a minimum, ACOA shall carry the following types of insurance coverage :

Excess Personal Accident Insurance – Secondary to the primary insurance of any ACOA Board member, or primary for a member with no insurance, for expenses incurred by a member as the direct result of an injury sustained while participating in an ACOA-approved activity
General Liability Insurance - Covering the ACOA and its Board members, Officers, employees, agents, and volunteers supporting the approved activities of the ACOA as further described in the policies and procedures as they may be adopted and/or amended from time to time
Employees, Officers and Directors Insurance - Bonding for activities performed for ACOA by the: President, Treasurer, Immediate Past Treasurer, Assistant Treasurer, other members of the Board of Directors, and employees of ACOA, if any

ACOA shall have power to purchase and maintain insurance on behalf of any agent of ACOA against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not ACOA would have the power to indemnify the agent against such liability under the provisions of this Article VII; provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of ACOA for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law

Section 2. Endorsement of Documents ; Contracts Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between ACOA and any other person, when signed by: (1) any one of the President, or any Vice President, and (2) any one of the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of ACOA shall be valid and binding on ACOA in the absence of actual knowledge on the part of the other person that the signing Officers had no authority to execute the same. Any such instrument may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board; and, unless so authorized by the Board, no Officer, agent, or employee shall have any power or authority to bind ACOA by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount

Section 3. Representation of Share of Other Corporations The President or any other Officer or Officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of ACOA all rights incident to any and all shares of any other corporation or corporations standing in the name of ACOA. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said office

Section 4. Construction and Definitions Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Benefit Corporation Law shall govern the construction of these Bylaws

Section 5. Amendments These Bylaws may be amended or repealed by the approval of the Board

Section 6. Tax-exempt Status If the Internal Revenue Service (“IRS”) and the California Franchise Tax Board (“FTB”) have granted tax-exempt status for ACOA. Should ACOA be notified in the future that the tax-exempt status has been suspended or revoked by either or both agencies, the Directors shall make whatever changes may be deemed necessary by the IRS and/or the FTB in order to comply with the requirements for tax-exempt status

Section 7. Books and Records, Fiscal Year ACOA's books and records, together with all of the documents and papers pertaining to the business of ACOA, shall be kept and maintained at the principal office of ACOA. The fiscal year of ACOA shall end at 12:00 midnight on December 31 unless otherwise provided for the Board. The books and records of ACOA shall be kept on a calendar year basis and shall reflect all of transactions of ACOA and be appropriate and adequate for ACOA's business

ARTICLE VIII. INDEMNIFICATION.

Section 1. Definitions For the purposes of this Article VIII, "agent" means any person who is or was a Director, Officer, employee or other agent of ACOA, or is or was serving at the request of ACOA as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of ACOA or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under Section 4 or 5(b) of this Article VIII

Section 2. Indemnification in Actions by Third Parties ACOA shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding, (other than an action by or in the right of ACOA to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relater status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of ACOA, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of ACOA and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of ACOA or that the person had reasonable cause to believe that the person's conduct was unlawful

Section 3. Indemnification in Actions by or in the Right of ACOA ACOA shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of ACOA, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relater status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of ACOA, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action is such person acted in good faith, in a manner such person believed to be in the best interests of ACOA and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3 :

In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to ACOA in the performance of such person's duty to ACOA, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for the expenses which such court shall determine ;
Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, or of expense incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General

Section 4. Indemnification Against Expenses To the extent that an agent of ACOA has been successful on the merits in defense of any proceedings referred to in Section 2 or 3 of this Article VIII or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith

Section 5. Required Determinations Except as provided in Section 4 of this Article VIII, any indemnification under this Article VIII shall be made by ACOA only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this Article VIII, by :

A majority vote of a quorum consisting of Directors who are not parties to such proceedings ; or
b) The court in which such proceeding is or was pending upon application made by ACOA or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by ACOA

Section 6. Advance of Expenses Expenses incurred in defending any proceeding may be advanced by ACOA prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article VIII

Section 7. Other Indemnification No provision made by ACOA to indemnify its or its subsidiary's Directors or Officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of members or Directors, an agreement or otherwise, shall be valid unless consistent with this Article VIII. Nothing contained in this Article VIII shall affect any right to indemnification to which persons other than such Directors and Officers may be entitled by contract or otherwise

Section 8. Forms of Indemnification not Permitted No indemnification or advance shall be made under this Article VIII, except as provided in Section 4 or 5(b), in any circumstances where it appears that

It would be inconsistent with a provision of the Articles, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
It would be inconsistent with any condition expressly imposed by a court in approving a settlement

Section 9. Insurance ACOA shall have power to purchase and maintain insurance on behalf of any agent of ACOA against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not ACOA would have the power to indemnify the agent against such liability under the provisions of this Article VIII, provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of ACOA for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law

Section 10. Non applicability to Fiduciaries of Employee Benefit Plans This Article VIII does not apply to any proceeding against any trustee, investment manager, or other fiduciary of any employee benefit plan in such person's capacity as such, even though such person may also be an agent of ACOA as defined in Section 1 of this Article VIII. ACOA shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law

These by-laws are hereby approved and are in full force and effect as of the date below until cancelled by a majority vote of the Board

Dated : April _ 2016

Richard J. Foster (President)

Lucy Johnson (Vice President)

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