3. Manner of Giving Notice: Notice of any meeting of members shall be in writing and shall be given at least ten (10) days, but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the Corporation or at the address given by the member to the Corporation for purposes of notice. If no address appears on the Corporation’s books and no address has been so given, notice shall be deemed to have been given if either (1) notice is sent to that member by mail or telegraphic or other written communication to the Corporation’s principal office or (2) notice is published at least once in a newspaper of general circulation in the University Residential Area in which the principal office is located.

4. Affidavit of Mailing Notice: An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, or any transfer agent of the Corporation, and if so executed, shall be filed and maintained in the Corporation’s minute book. A mailing sent to a Leaseholder of record shall also be considered as a mailing to any spouse member resident at the same address.

E. Quorum:

1. Number of Members Required: Fifty (50) members shall constitute a quorum for the transaction of business at any meeting of members, provided, however, that if any regular or annual meeting is actually attended in person or by proxy by less than one-third of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under Section 4.D.1 of these Bylaws.

2. Loss of Quorum: Subject to Section 4.E.1 of these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

F. Adjournment and Notice of Adjourned Meeting: Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than forty-five (45) days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

A. Eligibility to Vote: Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, members entitled to vote at any meeting of members shall be members in good standing as of the date of the vote determined under these Bylaws.

B. Manner of Casting Votes: Voting may be by voice or ballot, except that any election of directors must be by ballot demanded by any member at the meeting before the voting begins.

C. Approval by Majority Vote: If a quorum is present, the affirmative vote of the 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 or voting by classes is required by the California Nonprofit Public Benefit Corporation Law or by the Articles of Incorporation.

A. Record Date Determined by Board: For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the Board may fix, in advance a record date. The record date so fixed:

1. For notice of a meeting shall not be more than ninety (90) days or less than ten (10) days before the date of the meeting;

2. For voting at a meeting shall not be more than sixty (60) days before the date of the meeting;

3. For voting by written ballot shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and

4. For any other action shall not be more than sixty (60) days before that action.

B. Record Date Not Determined by Board:

1. Record Date for Notice or Voting: If not otherwise fixed by the Board, the record date for determining members entitled (1) to receive notice of a meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting is held and (2) to vote at the meeting shall be on the day on which the meeting is held.

2. Record Date for Action by Written Ballot: If not otherwise fixed by the Board, the record date for determining members entitled to vote by written ballot shall be on the day on which the first written ballot is mailed or solicited.

3. Record Date for Other Actions: If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board adopts the resolution relating to the action, or the (sixtieth) 60th day before the date of that action, whichever is later.

C. Members of Record: A person holding a membership at the close of business on the record date shall be a member of record.

A. Right of Members: Each person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member’s attorney-in-fact.

B. Form of Solicited Proxies: If the Corporation has 100 or more members, any form of proxy distributed to 10 or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters and shall provide, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of directors, any form of proxy that a member marks "withhold", or marks otherwise in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.

C. Requirement that General Nature of Subject of Proxy be Stated: Any revocable proxy covering matters for which a vote of the members is required, including amendments to the Articles of Incorporation; amendments to the Articles of Bylaws changing proxy rights; removal of directors without cause, filling vacancies on the Board; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all of the corporate assets unless the transaction is in the usual and regular course of the Corporation’s activities; the principal terms of a merger or the amendment of a merger agreement; the election to dissolve the Corporation; contracts or transactions between the Corporation and one or more directors or between the Corporation and an entity in which the director has a material financial interest; or a plan of distribution of assets other than money to members when the Corporation is in the process of winding up, when the distribution is not in accordance with liquidation rights of any class or classes, shall not be valid unless the proxy sets forth the general nature of the matter to be voted on.

D. Revocability: A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect until (1) revoked by the member executing it before the vote is cast under the proxy, (a) by a writing delivered to the Corporation stating that the proxy is revoked, (b) by a subsequent proxy executed by that member and presented to the meeting, or, (c) as to any meeting, by the member’s personal attendance and voting at the meeting, or (2) written notice of the death or incapacity of the maker of the proxy is provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy that states on its face that it is irrevocable shall be governed by §7613 of the California Corporations Code.

A. Nominations by Committee: The Chairman of the Board, or the President if there is no Chairman, shall appoint a committee to select qualified candidates for election to the Board at least ninety (90) days before the date of any election of directors. This nominating committee shall make its report at least six (6) days before the date of the election, and the Secretary shall forward to each member, with the notice of the meeting required by Section 4 of these Bylaws, a list of all candidates nominated by committee under this Section.

B. Nominations by Members (Corporations with 500 to 4999 Members): If the Corporation has 500 or more, but fewer than 5000 members, members representing two percent (2%) of the voting power may nominate candidates for directors by a petition, signed by those members within 11 months preceding the next time directors are to be elected, and delivered to an officer of the Corporation. On timely receipt of a petition signed by the required number of members, the Secretary shall cause the names of the candidates named on it to be placed on the ballot along with the names of those candidates named by the nominating committee.

C. Nominations from the Floor: If there is a meeting of members to elect directors, any member present at the meeting in person or by proxy may place names on nomination with the consent of the nominee.

D. Solicitation of Votes: The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and reasons for the nominee’s candidacy, a reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

A. General Corporate Powers: Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations in the Articles of Incorporation and Bylaws, regarding actions that require the approval of the members, the Corporation’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the Board’s direction. No officer, director, employee, or committee may act or speak on behalf of the Board unless such acting or speaking is specifically authorized by the Board by resolution.

B. Specific Powers: Without prejudice to the general powers set forth in Section 9.A. above of these Bylaws, but subject to the same limitations, the directors shall have the power to:

1. Appoint and remove at the pleasure of the Board all the Corporation’s officers, agents, and employees; prescribe powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws and fix their compensation and require from them security for faithful performance of their duties.

2. Change the principal office or the principal business office in California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities within or outside California; and designate any place within or outside California for holding any meeting of members.

3. Adopt and use a corporate seal; prescribe the forms of membership certificates consistent with the provisions of §7313 of the California Corporations Code; and alter the forms of the seal and certificates.

C. Qualification of Directors: The Board of Directors shall consist of at least seven (7), but no more than twenty-one (21) directors until changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board. A person must be a member of the Corporation to qualify as a Board member.

D. Election, Designation, and Term of Office:

Directors shall be designated for a term of no more than two years. Approximately one-half of the directors shall be elected each year at the annual meeting. If any such directors are not elected at any annual meeting, they may be elected at any special members’ meeting held for that purpose or by written ballot. Each such director, including a director elected to fill a vacancy or elected at a special members’ meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

E. Vacancies on Board:

1. Events Causing Vacancy: A vacancy or vacancies on the Board shall exist on the occurrence of the following: (a) the death or resignation of any director; (b) the declaration by resolution of the Board of a vacancy in the office of a director who has been absent three or more consecutive meetings of the Board, has been declared of unsound mind by an order of Court or convicted of a felony, or, if the Corporation holds assets in charitable trust, has been found by a final order or judgment of any court to have breached a duty arising under §7238 of the California Corporations Code; (c) the vote of the members or, if the Corporation has fewer than 50 members, the vote of a majority of all members, to remove any director(s); (d) the increase of the authorized number of directors; or (e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors that may be elected at that meeting.

2. Resignations: Except as provided below, any director may resign by giving written notice to the Chairman of the Board, if any, or to the President or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the Board may elect a successor to take office when the resignation becomes effective.

3. Filling Vacancies: Except for vacancies created by removal of a director by the members, vacancies on the Board may be filled by a majority of the directors then in office, whether or not less than a quorum or by a sole remaining director. The members may fill any vacancy or vacancies not filled by the directors.

4. No Vacancy on Reduction of Number of Directors: No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

A. Place of Meetings: Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation.

B.1. Meetings by Telephone: Any meeting may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.

B.2. Transaction of business by e-mail: If a resolution is proposed for adoption by e-mail, the following two-stage procedure is mandatory. The first-stage voting is on the procedure, second-stage voting is on the resolution itself.

(a) At least three days in advance of the proposed first stage voting, the resolution to be voted on is circulated to all directors by e-mail (or fax if necessary), together with a request for approval of the e-mail voting procedure, an explanation of why e-mail voting is deemed necessary, and a deadline date for completing the first-stage voting.

(b) If two-thirds of the current number of directors agree to the e-mail voting procedure, the second-stage voting may proceed, but only on the resolution as pre-circulated, amendments not being permitted.

(c) As at regular meetings, a quorum for voting consists of a majority of the current number of directors, and passage requires the affirmative votes of a majority of those voting.

(d) Nothing stated here should be construed to discourage e-mail discussion and debate about any subject prior to a regular meeting or a proposed vote on a resolution by the specified e-mail procedure.

C. Annual Meeting: Immediately after each annual meeting of members, the Board shall hold a regular meeting for purposes of organization, election of officers, and the transaction of other business. Notice of this meeting is not required.

D. Other Regular Meetings: 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.

E. Special Meetings:

1. Authority to Call: Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President or any Vice President, or the Secretary or any two directors.

2. Notice:

(a) Manner of Giving Notice: Notice of the time and place of special meetings shall be given to each director by one of the following methods: (i) by personal delivery of written notice; (ii) by mail, postage prepaid; (iii) by telephone, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; or (iv) by telegram, charges prepaid. All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the Corporation.

(b) Time Requirements: Notice sent by mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.

(c) Notice Contents: The notice shall state the time of the meeting, and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting.

F. Quorum: A majority of the current 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 duly 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, those provisions relating to (a) approval of contracts or transactions between the Corporation and one or more directors or between the Corporation and any entity in which a director has a material financial interest, (b) creation of committees or appointments to committees of the Board, and (c) 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 taken or decision made is approved by at least a majority of the required quorum for that meeting.

G. Waiver of Notice: Notice of a meeting need not 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 him or her.

H. Adjournment: A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

I. Notice of Adjourned Meeting: Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four (24) hours. If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

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 to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.

Directors may not receive compensation for their services, but may receive such reimbursement of expenses, as may be determined by Board resolution to be just and reasonable.

A. Committees of the Board: The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board except that no committee, regardless of Board resolution may:

1. Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also requires approval of the members or approval of a majority of all members;

2. Fill vacancies on the Board or on any committee that has the authority of the Board;

3. Amend or repeal Bylaws or adopt new Bylaws;

4. Amend or repeal any Board resolution that by its express terms is not so amendable or repealable;

5. Expend corporate funds to support a nominee for director after more people have been nominated for director than can be elected; or

6. With respect to any assets held in charitable trust, approve any contract or transaction between the Corporation and one or more of its directors or between the Corporation and an entity in which one or more of its directors have a material financial interest, subject to the special approval provisions of §5233(d)(3) of the California Corporations Code.

B. Meetings and Action of Committees of the Board: Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with, the provisions of these Bylaws concerning meetings and other Board actions except that the time for regular meetings of such committees and calling of special meetings of such committees may be determined either by Board resolution, or if there is none, by resolution of the committee. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee that are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

C. Other Committees: The Board at its discretion or the President at his or her discretion may appoint advisory committees comprising any persons. The functions of these advisory committees shall be fact finding and recommendation only. The Board shall not delegate authority to such advisory committees. As advisory committees, these committees are not required to follow the requirements of Section 13.B immediately above.

A. Officers of the Corporation: The officers of the Corporation shall be a President, a Secretary, and a Chief Financial Officer (Treasurer). The Corporation may also have, at the Board’s discretion, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other offices as may be appointed in accordance with this Section of these Bylaws. Any number of offices may be held by the same person.

B. Election of Officers: The officers of the Corporation, shall be chosen annually by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment.

C. Other Officers: The Board may appoint and may authorize the Chairman of the Board, the President, or other officer to appoint any other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board.

D. Removal of Officers: Without prejudice to any rights of an officer under any contract of employment, an officer may be removed with or without cause by the Board, and also, if the officer was not chosen by the Board, by any officer on whom the Board may confer that power of removal.

E. Resignation of Officers: Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

F. Vacancies in Office: 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 appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

A. Chairman of the Board: If a Chairman of the Board is elected, he or she shall preside at Board meetings and shall exercise and perform such other powers and duties as the Board may assign from time to time.

B. President: The President shall preside at all members’ meetings and, in the absence of the Chairman of the Board, or if there is none, at all Board meetings. The President shall have such other powers and duties as the Board or Bylaws may prescribe.

C. Vice Presidents: In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board, or, if not ranked, a Vice President designated by the Board shall perform all duties of the President. When so acting, a Vice President shall have all powers of and be subject to all restrictions of the President. The Vice Presidents shall have such other duties as the Board or the Bylaws may prescribe.

D. Secretary:

1. Book of Minutes: The Secretary shall keep or cause to be kept, at the Corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of committees of the Board, and of members’ meetings. The minutes of meetings shall include the time and place of holding, whether the meeting was annual, regular or special, and if special, how authorized, the notice given, the names of those present at Board and committee meetings, and the number of members present or represented at members’ meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the Articles of Incorporation and Bylaws, as amended to date.

2. Membership Records: The Secretary shall keep or cause to be kept, at the Corporation’s principal office or at a place determined by Board resolution, a record of the Corporation’s members, showing each member’s name, address, and class of membership.

3. Notices, Seal, and Other Duties: The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board, and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

E. Chief Financial Officer:

1. Books of Account: The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation’s properties and transactions. The Chief Financial Officer shall send or cause to be given to the members and directors such financial statements and reports as are required by law, by these Bylaws, or by the Board to be given. The books of account shall be open to inspection by any Director at all reasonable times.

2. Deposit and Disbursement of Money and Valuables: The Chief Financial Officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate, shall disburse the Corporation’s funds as the Board may order, shall render to the President, Chairman of the Board, if any, and the Board, when requested, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

3. Bond: If required by the Board, the Chief Financial Officer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Chief Financial Officer on his or her death, resignation, retirement, or removal from office.

F. Other Responsibilities of Officers: Further powers, duties, and responsibilities, consistent with these Bylaws, may be assigned to officers by the Board by resolution.

A. Right of Indemnity: To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in §7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceedings", as the 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. "Expenses", as used in these Bylaws, shall have the same meaning as in §7237(a) of the California Corporations Code.

B. Approval of Indemnity: On written request of the Board by any person seeking indemnification under §7237(b) or §7237(c) of the California Corporations Code, the Board shall promptly determine under §7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in §7237(b) or §7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because 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 proceedings, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under §7237(e) whether the applicable standard of conduct set forth in §7237(b) or §7237(e) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

C. Advancement of Expenses: 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 Sections 16A and 16B above in defending any proceeding covered by those Sections shall be advanced by the Corporation before the 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 untimely determined that the person is entitled to be indemnified by the Corporation for those expenses.

The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.

A. Maintenance of Corporate Records: The Corporation shall keep:

1. Adequate and correct books and records of account;

2. Written minutes of the proceedings of its members, Board, and committees of the Board; and

3. A record of each member’s name and address. This record shall be (a) the list of leaseholders maintained by the University for its general mailing purpose less the names of any leaseholders who decline membership in writing to the Secretary plus (b) the names of all resident spouses of leaseholders who have applied in writing to the Secretary for membership.

B. Members’ Inspection Rights:

1. Membership Records: Subject to Division 2, Part 3, Chapter 13, of Article 3 (commencing at §8330) of the California Corporations Code and unless the Corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:

(a) Inspect and copy the records of members’ names, addresses, and voting rights during usual business hours on five (5) days’ prior written demand on the Corporation, which demand must state the purpose for which the inspection rights are requested; or

(b) Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten (10) days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled.

The Corporation may, within ten (10) business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.

If the Corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.

Any inspection and copying under this Section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Corporation.

2. Accounting Records and Minutes: On written demand on the Corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the Corporation.

C. Maintenance and Inspection of Articles and Bylaws: The Corporation shall keep at its principal office, or if the principal office is not in California, at its principal business office in this State, the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal office of the Corporation is outside California and the Corporation has no principal business office in this State, the Secretary shall, on written request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws, as amended to date.

D. Inspection by Directors: Every director shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, documents 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.

E. Annual Report:

1. An annual report shall be prepared within one hundred twenty (120) days after the end of the Corporation’s fiscal year. That report shall contain the following information in appropriate detail:

(a) A balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Corporation that they were prepared without audit from the books and records of the Corporation.

(b) A statement of the place where the names and addresses of current members are located.

(c) Any information that is required by Section F.

2. The Corporation shall notify each member annually of the member’s right to receive a financial report under this Section. Except as provided in subsection (3) of this Bylaw, on written request by a member, the Board shall promptly cause the most recent annual report to be sent to the requesting member.

3. This Section shall not apply if the Corporation receives less than $10,000.00 in gross revenues or receipts during the fiscal year.

F. Annual Statement of Certain Transactions and Indemnifications: As part of the annual report to all members, or as a separate document if no annual report is issued, the Corporation shall annually prepare and mail or deliver to its members and furnish to its directors a statement of any transaction or indemnification of the following kinds within one hundred twenty (120) days after the end of the Corporation’s fiscal year:

1. Unless approved by members under §7233(a) of the California Corporations Code, any transaction (a) to which the Corporation, its parent, or its subsidiary was a party, (b) which involved more than $50,000.00 or was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000.00 and (c) in which either of the following interested persons had a direct or indirect material financial interest (a mere common directorship is not a material financial interest):

(a) Any director or officer of the Corporation, its parent, or its subsidiary;

(b) Any holder of more than ten percent (10%) of the voting power of the Corporation, its parent, or its subsidiary.

The statement shall include a brief description of the transaction, the names of interested persons involved, the relationship to the Corporation, the nature of their interest in the transaction, and when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

2. A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000.00 paid during the fiscal year to any officer or director of the Corporation under the loan, guaranty, indemnification, or advance has already been approved by the members under §5034 of the California Corporations Code, or the loan or guaranty is not subject to the provisions of subdivision (a) of §7235(a) of that Code.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term "person" includes both a legal entity and a natural person.

A. Amendments by Board:

l. Membership Rights Limitation: Subject to the rights of members under Sections 3, 4, 5, 6, 7, and 8 of these Bylaws, the Board may adopt, amend, or repeal bylaws unless the action would:

(a) Materially and adversely affect the members’ rights as to voting, dissolution, redemption, or transfer;

(b) Increase or decrease the number of members authorized;

(c) Effect an exchange, reclassification, or cancellation of all or part of the memberships; or

(d) Authorize a new class of membership.

2. Changes to Number of Directors: Once members have been admitted to the Corporation, the Board may not, without the approval of the members, specify or change any Bylaw provision that would:

(a) Fix or change the authorized number of directors;

(b) Fix or change the minimum or maximum number of directors; or

(c) Change from fixed number of directors to a variable number of directors or vice versa.

3. High Vote Requirement: If any provision of the Bylaws requires the vote of a larger proportion of the Board than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote.

4. Members’ Approval Required: Without the approval of the members, the Board may not adopt, amend, or repeal any Bylaw that would:

(a) Increase or extend the terms of directors;

(b) Allow any director to hold office by designation or selection rather than by election by a member or members;

(c) Increase the quorum for members’ meetings;

(d) Repeal, restrict, create, expand or otherwise change proxy rights; or

(e) Authorize cumulative voting.

B. Amendments by Members: New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members, provided, however, that any such adoption, amendment, or repeal also requires approval by the members of a class if that action would:

(1) Materially and adversely affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer in any manner different than the action affects another class;

(2) Materially and adversely affect that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

(3) Increase or decrease the number of memberships authorized for that class;

(4) Increase the number of memberships authorized for another class;

(5) Effect an exchange, reclassification, or cancellation of all or part of the membership of that class; or

(6) Authorize a new class of membership.

Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by vote of that greater number. No amendment may extend a director’s term beyond that for which the director was elected.

Any provision of these Bylaws providing for the designation or selection, rather than election, of any director or directors may be adopted, amended, or repealed only by approval of the members, subject to the consent of the person or persons entitled to designate or select any such directors.

I certify that I am the duly elected and serving Secretary of STANFORD CAMPUS RESIDENTIAL LEASEHOLDERS, INC., a California nonprofit public benefit corporation, that the above Bylaws, consisting of twenty (20) pages, are the Bylaws of this Corporation as amended by the Board of Directors on October 20, 1999, and that they have not been amended or modified since that date.

Executed on April 19, 2000 at Stanford, California.

Leslie Fiedler, Secretary