HF Bylaws

BYLAWS OF CALIFORNIA MID-WINTER FAIR HERITAGE FOUNDATION, INC.

A California Nonprofit Public Benefit Corporation

ARTICLE I: NAME: PLACE OF BUSINESS

Section 1. NAME. The name of this corporation is California Mid-Winter Fair Heritage Foundation, Inc. (“Corporation”)

Section 2. PLACE OF BUSINESS. The principle office for the transaction of business of this Corporation shall be located in the County of Imperial, State of California.

ARTICLE II PURPOSES

Section 1. PURPOSES. This Corporation is a nonprofit public benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes.

The specific and primary purpose and activities for which the Corporation is organized are the receiving of membership dues, grants, and charitable donations to preserve and enrich the heritage of the 45th DistrictAgricultural Association“ the California Mid-Winter Fair and Fiesta” and its facilities, infrastructure,organizations, and ongoing youth programs and showcase it’s on goings to the community.Any and all capital improvements are subject to approval of the 45th District Agricultural Association’s Board of Directors.

ARTICLE III NONPARTISAN ACTIVITIES

Section 1. NONPARTISAN ACTIVITIES. This Corporation has been formed under the California Nonprofit Corporation Law for the public purpose described above, and it shall be non-profit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office, or for or against any cause or measure being submitted to the people for a vote. This Corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article II above.

ARTICLE IV MEMBERSHIP

Section 1. CLASSES AND RIGHTS. There shall be two classes of membership: voting and non-voting. The members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law, unless otherwise specified herein.

Section 2. REQUIREMENTS FOR MEMBERSHIP. Requirements for Membership to this Corporation shall be at the discretion of the Board of Directors. Each membership shall provide for up to two (2) people to have an indivisible interest in one membership. The required annual dues for each class of member shall be determined from time to time by the board of directors, except that in no event shall the annual dues for a voting membership be less than one thousand dollars ($1,000.00). Memberships may be granted as agreed upon by the Board of Directors in exchange for in kind contributions. One voting membership shall be entitled to one vote.

Section 3. TERMINATION OF MEMBERSHIP. Membership may be terminated by resignation, failure to pay dues or failure to make trade annually as set by the Board of Directors.

ARTICLE V MEETINGS OF THE MEMBERS

Section 1. ANNUAL MEETINGS. The annual meeting of the Members shall be held annually at a date and time to be determined by the board of directors. At this meeting the Board of Directors shall be elected and any other proper business may be transacted.

Section 2. NOTICE OF MEETING. Notice of each meeting of the membership shall be mailed, first class mail, or otherwise delivered to each member at the last recorded address at least ten (10) and not more than ninety (90) days in advance of the meeting. This notice shall set forth the place, time and purpose of this meeting. The transaction of any Member meeting, however called or noticed and whenever held, shall be as valid as though taken at a meeting duly held after notice, if (a) a quorum is present.

Section 3. SPECIAL MEETINGS. Special meetings can be called by the Executive Board on a twenty-four (24) hour notice. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the membership.

ARTICLE VI DIRECTORS

Section 1. GENERAL CORPORATE POWERS. Subject to the provisions and limitations of the California Nonprofit Benefit Corporation Law, Articles of Incorporation and these Bylaws, the business and affairs of this Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

Section 2. SPECIFIC POWERS. Without prejudice to these general powers, and subject to the same limitations, the members of the Board of Directors (the “Directors”) shall have power to:

(i) Select and remove all officers, agents, and employees of the Corporation, prescribe such powers and duties for them, and determine their compensation;

(ii) Conduct, manage and control affairs and business of the Corporation and to make appropriate rules and regulations;

(iii) Create such committees as it may deem appropriate to carry out purposes of the Corporation;

(iv) Arrange for the raising of funds;

(v) Have an annual audit of the Corporation finances performed;

(vi) Meet at such time and places as required by these Bylaws;

(vii) Indemnify any director, officer or other agent of the Corporation who is party to or is threatened to be made a party to any proceeding against the Corporation, for expenses, judgments, fines, settlements, and other amounts as permitted in the California Nonprofit Corporation Law, as amended.

Section 3. NUMBER, QUALIFICATION AND TERMS OF DIRECTORS. The authorized number of Directors shall not be less than five (5) or more than fifteen (15) persons as determined by the board. The Board of Directors shall consist of the following persons:

(i) Persons elected by the membership who meet the following qualifications: desire to fulfill the goals and objectives of the Corporation; demonstrate abilities to fulfill essential board functions, and must be in good member standing. The terms of elected Directors shall be for two (2) years, commencing at the annual meeting. However, one half of the initial Board of Directors may serve one four (4) year term and the other half shall serve a three (3) year term at the conclusion of which all future terms shall be two (2) years. The initial Board of Directors shall determine which of its members are serving a four (4) year term and which are serving a three (3) year term. There shall be no limit on the number of terms a Director may serve.

Section 4. VACANCIES ON BOARD. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of a Director, (b) the declaration by resolution of the Board vacancy in the office of a Director who has been declared of unsound mind, by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law; (c) the increase of the authorized number of Directors; or (d) by the vote of members. Subject to limitations set forth in this section, vacancies on the board may be filled by a majority of the Directors then in office at a regular or special meeting called for that purpose, by the unanimous written consent of the Directors then in office, or by the sole remaining Director. Any vacancy of the Board of Directors may be filled by a member in good standing.

Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Meetings of the Board shall be held at any place within Imperial County, California that has been designated by resolution of the Board or in the notice of the meeting. Directors may participate in a meeting through the use of conference telephone so long as all Directors participating in such meetings can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such meetings.

Section 6. ANNUALAND REGULAR MEETINGS. The annual meeting of the Board shall be held each year immediately following the annual membership meeting. Notice of this meeting is required. The Directors shall be elected by the members at the annual membership meeting. Other regular meetings of the Board may be held without notice at such time and place as the Board may fix from time to time, but no less than twice a year.

Section 7. SPECIAL MEETINGS. Special meetings of the Board for any purpose may be called at any time by an officer of the board. Notice of time and place of special meetings shall be given to each Director by: (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system, either directly to the Director, to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; (d) facsimile; or (e) email. All such notices shall be given or sent to the Director’s address, email or telephone number as shown on the records of the Corporation.

Notices sent by first-class mail shall be deposited in the United States mail at least seven (7) days before the time set for the meeting. Notices given by personal delivery,

telephone, facsimile, or email shall be delivered at least forty-eight (48) hours before the time set for the meeting. The notice shall state the time of the meeting, and the place of the meeting. It need not specify the purpose for the meeting.

Section 8. QUORUM. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the Directors present at a dully held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, these provisions relating to (a) approval of contracts or transactions in which a director has had a direct or indirect material financial interest (b) approval of certain transactions between corporations having common directorship (c) creation of and appointments to committees of the Board, and (d) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, if any action is taken or decision made is approved by at least a majority of the required quorum for that meeting.

Section 9. WAIVER OF NOTICE. Notice of a meeting need not to be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to that Director.

Section 10. ACTION WITHOUT A MEETING. Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing or email to the action. Such action by written consent shall have the same force and effect as any other validly approved action by the Board. All such consents shall be filed with the minutes of the proceedings of the Board. Writing includes but not limited to email.

Section 11. NO ACTION. No action shall be taken on any matter presented at a meeting, without first being placed on the Agenda.

Section 12. REIMBURSEMENT. Directors may receive such reimbursements of expenses as the Board may determine by resolution to be just and reasonable as to the Corporation at the time that the resolution is adopted.

ARTICLE VII OFFICERS

Section 1. DESIGNATION. The officers of this Corporation shall be a President, Vice President, Secretary, and Treasurer.

Section 2. ELECTION OF OFFICERS. The Board of Directors of this Corporation shallelect the officers of this Corporation, for a (1) year terms. There shall be no limit to the number of terms an officer may serve.

Section 3. PRESIDENT. Subject to control of the Board of Directors, the President shall:

(i) Have general supervision of the affairs of the Corporation;

(ii) Preside at all meetings of the Board of Directors;

(iii) Have such other powers and duties as may be prescribed from time to time by the Board of Directors; and

(iv) Have the power of the Board of Directors during time of emergency.

(v) Have the ability to issue and sign checks.

Section 4. VICE PRESIDENT. In the absence or disability of the President, the Vice President, and in so acting shall have the powers of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 5. SECRETARY. The secretary shall keep or cause to be kept, a book of minutes of all meetings, proceedings, and actions of the Board, or committees of the Board. The secretary shall keep or cause to be kept, a copy of the Articles of Incorporation and Bylaws, as amended to date. The secretary shall keep the seal of the Corporation and affix it to such papers and instruments as may be required in the regular course of business. The secretary shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 6. TREASURER. The treasurer shall be responsible for keeping the Corporation’s books, for issuing and signing checks, for establishing various funds deemed appropriate by the Board of Directors and for supervising the implementation of an annual audit. The treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 7. VACANCIES. Vacancies of offices shall be filled by the Board of Directors.

Section 8. UNIQUENESS. No person shall hold more than one (1) office at the same time.

ARTICLE VIII INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS AND INSURANCE

Section 1. RIGHT OF INDEMNITY. To the fullest extent permitted by law, this Corporation shall indemnify its Directors, officers and employees, and other persons described in Section 5238(a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other accounts actually and reasonable incurred by them in connection with any “proceeding” as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. On written request to the Board by any person seeking indemnification under Corporation’s Code Section 5238(b) or Section 5238(c), the Board shall promptly decide under Corporation’s Code Section 5238(e) whether the applicable standard of conduct set forth in Corporation’s Code Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because of the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of the Members. At that meeting, the members shall determine under Corporations Code Section 5238(e) whether the applicable standard of conduct has been met and, if so, the Members shall authorize indemnification. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Article VII of these Bylaws in defending and proceeding covered by this article shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the Corporation for these expenses.

Section 2. INSURANCE. This Corporation shall purchase and maintain insurance to the fullest extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.

ARTICLE IX RECORDS AND REPORTS

Section 1. MAINTENANCE OF CORPORATE RECORDS. The Corporation shall keep: (a) adequate and correct books and records of accounts; and (b) written minutes of the proceedings of the Board Committees.

Section 2. INSPECTION BY MEMBERS. On written demand on the Corporation, the members may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board of Directors, and Board Committees at any reasonable time for a purpose reasonable related to the member’s interests as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. This right of inspection extends to the records of any subsidiary of the Corporation. The secretary shall, on written request of the Member, furnish to the member a copy of the Articles of Incorporation and Bylaws, as amended to the current date.

Section 3. INSPECTION BY DIRECTORS. Every Director shall have absolute right at any time to inspect the Corporation’s books, records, document of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

Section 4. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATION. The Corporation shall annually prepare and furnish to the members and each Director an annual report within 60 days after the end of the Corporation’s fiscal year. A copy of the annual report shall be made available for inspection by the members or any other interested party. That report shall contain the following information, in appropriate detail:

(i) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year; the principle changes in assets and liabilities, including trust funds; the Corporation’s revenue or receipts, both unrestricted and restricted to particular purpose; the Corporation’s expenses or disbursements for both general and restricted purposes; an independent accountants’ report or, if none, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the Corporation’s books and records.

(ii) A statement of any transaction (a) in which the Corporation, its parent, or its subsidiary was a party, (b) in which an “interested person” had a direct or indirect material financial interest, and (c) which involved more than $50,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” is any Director or officer of the Corporation, its parent, or its subsidiary (but more common directorship shall not be considered such an interest). This statement shall include a brief description of the transaction, the names of the interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction, and if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

(iii) A statement of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Corporation under Article VII of these Bylaws, unless the indemnification has already been approved by the Members.

ARTICLE X ADMENDMENT OF BYLAWS

Section 1. ADMENDMENT. These Bylaws may be amended or repealed and new Bylaws adopted by the vote of a two-thirds (2/3) of the Directors at any Directors’ meeting.

ARTICLE XI MISCELLANEOUS

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be April 1 through March 31.

Section 2. PARLIAMENTARY PROCEDURE. All meetings of this Corporation shall run in accordance with Robert’s Rules of Order. Revised, unless this would conflict with a provision of these Bylaws.

Section 3.CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting secretary of the California Mid-Winter Fair Heritage Foundation, Inc., a California Corporation, that the foregoing Bylaws, consisting of ten (10) pages, are the Bylaws of this Corporation as adopted by the Board of Directors on _______, 2011, and they have not been amended or modified since that date. Executed on ________, 2011 in Imperial, California. __________________________________ Serenity Dockstader McCallum, Secretary