Foundation By-Laws
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Bylaws of

VENTURA-SOUTH ROTARYFOUNDATION

A California Nonprofit Public Benefit Corporation
(Revised and Restated on __ September 2005)

ARTICLE I

NAME

The name of this corporation shall be VENTURA-SOUTH ROTARYFOUNDATION.

ARTICLE II

OFFICES

2.01 Principal Office: The principal office for the transaction of business of the corporation

("principal executive office") is located at _____________, Ventura, California 91003

2.02 Change of Address: The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

ARTICLE III

PURPOSE

The specific purpose of this corporation is to benefit charitable programs in the metropolitan area of Ventura-SOUTH and elsewhere, specifically including, but not limited to, education scholarships, community events, parks and recreation; programs for youth, senior citizens, mentally and physically disadvantaged; and other health and humanitarian needs.

ARTICLE IV

NONPARTISAN ACTIVITIES

This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the charitable purpose described above, and it shall be nonprofit 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.

ARTICLE V

DEDICATION OF ASSETS

The property and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any director or officer of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code Section 501(c)(3).

ARTICLE VI

MEMBERSHIP AND EMPLOYMENT

6.01 Members Prohibited: This Corporation shall have neither voting members nor employees.

6.02 Effect of Prohibition: Any action that would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest under the Nonprofit Corporation Law in the members shall vest in the directors.

ARTICLE VII

DIRECTORS

7.01 Number: The Corporation shall have no fewer than five (5) or more than seven (7) directors. The exact number of directors initially shall be five (5), and this number may be changed from time to time within the limits specified in these Bylaws by an amendment duly adopted by the Board of Directors.

7.02 Qualifications: The directors of this corporation shall be adult members in good standing of the Rotary Club of Ventura South and reflect the broad charitable interests of that Club.  This corporation is intended to be operated separately from the Rotary Club of Ventura-South and, to that end; at no time shall a majority of the directors of this corporation simultaneously serve as directors of said club.

A. No officer of this corporation shall simultaneously be an officer of the Rotary Club of Ventura-SOUTH.

B. Any serving officer who is elected to or chosen to be an officer of the Rotary Club of Ventura-SOUTH shall resign as an officer, his or her replacement to be elected by the remaining directors to serve out the remaining term of the former officer.

7.03 Selection and Election: The Board of Directors, each director being qualified to be a director under Section 7.02 of these Bylaws, shall be selected or elected as follows:

A. Selected Directors - To ensure that the corporation has adequate input from the

ROTARY CLUBOF VENTURA SOUTH, at least three (3) members of the Board of Directors shall be selected as follows:

1. One director shall be a past president of the club elected by the members of the Rotary Club of Ventura-South in a manner they deem appropriate.

2. One director shall be elected by the Board of Directors of the ROTARY CLUBOF VENTURA SOUTH, chosen in a manner it deems appropriate.

3. At least one director shall be elected by the members of the ROTARY CLUBOF VENTURA-SOUTH in a manner they deem appropriate.

B. Elected Directors - Any person qualified to be a director under Section 7.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law. The additional directors shall be elected at the annual meeting of the corporation’s Board of Directors. The candidates receiving the highest number of votes up to the number of directors to be elected, are elected.

7.04 Term of Office:

A. Directors: Initially, the terms of office shall be staggered as follows: Three directors shall serve for one (1) year or until the next annual meeting, whichever event occurs first, and until a successor director has been duly elected and qualified. Two directors shall serve for two (2) years or until the annual meeting closest to the second anniversary of the selection of those directors. Two directors shall serve for three (3) years or until the annual meeting closest to the third anniversary of the selection of that director. Upon initial expiration of a director’s term, said position shall be filled in kind for a three-year term in accordance with Sections 7.02 and 7.03. It is the intention of these Bylaws to create staggered three-year terms of office so that only one third (1/3) of the selected directors’ terms are available for replacement.  The length of the position for each of the initial directors shall be determined by drawing lots, or such alternative method as the duly chosen directors unanimously agree.

B. Number of Terms: Any director, whether selected or elected, shall be eligible to serve without limitation on the number of terms, provided they continue to meet the qualifications required by Section 7.02.

C. The original term of office under these revised Bylaws shall commence 1 September 2005.

7.05 Vacancies: Vacancies on the Board of Directors shall exist on the death, resignation or removal of any director, whenever the number of directors authorized is increased, or on the failure of the directors to elect the full number of authorized directors. Each vacancy shall be filled by the body that most recently elected the director who vacated the position, or, in the case of an increase in the authorized number of directors, by the majority vote of the remaining directors.  If the number of directors then in office is less than a quorum, any action to fill a vacancy by the Board shall be by a majority of the directors then in office, or by the sole remaining directors. Any person elected to the Board of Directors in order to fill a vacancy shall serve until the expiration of the vacating director's term.

7.06 Removal: The Board of Directors may declare vacant the office of a director on the

occurrence of any of the following events:

A. The director has been declared of unsound mind by a final order of the court or a

conservator of the estate has been appointed for the director; or

B. The director has been convicted of a felony; or

C. The director has failed to attend fifty percent (50%) of the meetings of the board over a twelve month period; or

D. The director has failed to attend three meetings in a row; or

E. The director is no longer a member in good standing of the Rotary Club of Ventura-SOUTH; or

F.  The director has otherwise ceased to be qualified to serve in such capacity, as, for example, if the director becomes a foundation officer and begins service as an officer or is an officer  of the Rotary Club of Ventura-South in violation of section 7.02.

7.07 Powers: The Board of Directors shall have the following powers:

A. Subject to the provisions of the California Nonprofit Corporation Law and any

limitations in the articles of incorporation and these Bylaws, the Board of Directors shall have general corporate powers and shall manage the business and affairs of the corporation.

B. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the specific power to:

1. Select and remove all officers and agents and, to the extent there may later be any, employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these Bylaws; and fix their compensation, if any.

2. Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of regular, special or annual meetings.

3. Adopt, make and use a corporation seal and alter the form of the seal and certificate.

4. Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

5. Disburse, distribute, pay, accept, invest and reinvest all corporate assets and funds, and hire professional investment advisors or trustees, as appropriate.

7.08 Compensation: The directors shall serve without compensation, except that they shall be reimbursed for their actual expenses properly incurred on behalf of the corporation.

7.09 No Director Liability: No director shall be personally liable for the debts, liabilities or obligations of the corporation.

7.10 Restriction on Loan Activity:  No director shall either borrow from, or make any loan or extend any credit to the corporation.  In the event that a director does, contrary to this provision, loan money to the corporation, then under no circumstances shall the corporation be obligated to pay any interest to said director.  Nothing herein shall prevent the corporation from reimbursing a director for expenses incurred on behalf of the corporation so long as such reimbursement is with the approval of all other directors.

ARTICLE VIII

MEETINGS

8.01 Annual Meeting: The annual meeting shall be held on the last Thursday of June each year unless the Board of Directors fixes another date and notice is provided as set forth in Section 8.04. The annual meeting shall immediately follow the regular meeting as described in section 8.02.

8.02 Regular Meetings: The Board of Directors shall hold a regular meeting on the last Thursday of each fiscal quarter (June, September, December and March) at the principal office of the corporation or as changed from time to time as provided in Section 2.02 of these Bylaws. Notice of this meeting shall not be required. If any day fixed for the regular meeting falls on a legal holiday, the meeting scheduled for that day shall be held at the same hour on the next succeeding Thursday, which is not a legal holiday.

8.03 Special Meetings: Special meetings of the Board of Directors may be called for any purpose and at any time by the president, or any vice president, secretary, or any other two directors.

8.04 Notice of Special Meetings: Notice of the time and place of special meetings shall be given to each director as follows:

A. Notice shall be sent or given to the director at the street address, e-mail address or

telephone number as shown on the records of the corporation by one of the following methods:

1. By personal delivery or written notice;

2. By first-class mail, postage paid;

3. By telephone communication, either directly to the director or to a person in the

director's office who would reasonably be expected to communicate such notice promptly to the director;

4. By telegram, charges prepaid;

5. By e-mail.

B. Notices sent by first-class mail shall be deposited into a United States mailbox at least four days before the time set for the meeting. Notices given by personal delivery, telephone, e-mail, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.

C. The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting.

8.05 Waiver of Notice: The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waiver, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

8.06 Notice of Adjournment: Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case personal notice of the 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.

8.07 Without Meeting: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all directors, individually or collectively, consent in writing to that action. Consent by e-mail is specifically included. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

8.08 Place of Meetings and Meetings by Telephone: Notwithstanding the above provisions, a regular or special meeting may be held at any place consented to in writing by all directors, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all directors participating in the meeting can hear one another and all such directors shall be deemed to be present in person at such meeting.

8.09 Quorum: A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by the majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors. 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 that meeting.

8.10 Conduct of Meeting: The president, or in his or her absence, any director selected by the directors present, shall preside at the meeting of the Board of Directors. The secretary of the corporation, or in the secretary's absence, any person appointed by the presiding officer shall act as a secretary of the board.

ARTICLE IX

COMMITTEES

9.01 Committees of Directors: The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of one or more directors, and if so desired additional non-director committee members who meet the qualifications specified in paragraph 7.02, to serve at the pleasure of the board. Except for advisory committees, each such committee shall have all the authority of the board. No committee, regardless of board resolution may:

A. Take any final action on matters which, under the Nonprofit Corporation Law of

California, also requires directors' approval or approval of a majority of all directors.

B. Fill vacancies on the Board of Directors or in any committee, which has the authority of the board.

C. Fix compensation of the directors for serving on the board or on any committee.

D. Amend or repeal Bylaws or adopt new Bylaws.

E. Amend or repeal any resolution of the Board of Directors which by its express terms is

not amendable or capable of being repealed.

F. Appoint any committees of the Board of Directors or the members of these committees. 9.02 Advisory Committees: Any committee that consists of fewer than three directors or includes non-director committee members who are entitled to vote on committee actions shall be classified as an "advisory committee."

9.03 Meetings and Action of Committees: Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article VIII of these Bylaws concerning meetings of directors, with such changes in the context of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors or by resolution of the committee. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE X

OFFICERS

10.01 Officers: The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.

10.02 Election of Officers: The officers of the corporation, except those appointed in accordance with the provisions of paragraph 10.03, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the board.

10.03 Subordinate Officers: The Board of Directors may appoint, and may authorize the president or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold the office for the period, have the authority, and perform the duties specified in the Bylaws or determined from time to time by the Board of Directors.

10.04 Removal of Officers: Any officer may be removed, with or without cause, by the Board of Directors at any regular or special meeting of the Board.

10.05 Resignation of Officers: Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.

10.06 Vacancies of Office: A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that office.

10.07 Responsibilities of Officers: The officers shall have the following responsibilities:

A. President - This person shall preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. The president shall, subject to the control of the Board of Directors, generally supervise, direct, and control the business affairs of the corporation.

B. Vice-President - In the absence or disability of the president, the vice-president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all restrictions upon, the president. The vice-president shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors.

C. Secretary - The secretary shall attend to the following:

1. Book of Minutes - The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors and committees of directors with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings and the proceedings of such meetings.

2. Notices, Seal and Other Duties - The secretary shall give, or cause to be given, notice of all meetings of the Board of Directors required by the Bylaws to be given. He or she shall keep the seal of the corporation in safe custody. He or she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

3. State and Federal filings: The secretary shall be responsible and insure that all annual and periodic submissions required by the State and Federal Governments are submitted in a timely manner.

D. Treasurer - The Treasurer shall attend to the following:

1. Books of Account - The Treasurer shall keep and maintain, or cause to be kept

and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements. 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 Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors; shall disburse or cause to be disbursed the funds of the corporation as determined by the Board of Directors; shall render to the president and directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

3. Bond - If required by the Board of Directors, the Treasurer shall be covered by a surety bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of his office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement or removal from office.

4. Review - Within 120 days of the end of each fiscal year, the Treasurer shall see

to the completion of a review of the corporation’s financial transactions and statements, the resulting report of said review to be presented to the Board of Directors at its September meeting each year.

5. Tax Return - By February 15 each year, the Treasurer shall see to the

completion of the corporation’s income tax return, the said return to be presented to the Board of Directors at its December meeting each year.

6. Reports - The Treasurer shall also assist the Secretary to prepare such reports as required by any governmental entity, including, but not limited to, the State of California.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

11.01 Definition: For purpose of this Article:

A. Agent - The term "agent" means any person who is or was a director, officer, employee (if relevant) or other agent of this corporation.

B. Proceeding - The term "proceeding" means any threatened, pending, or completed

action or proceeding, whether civil, criminal, administrative, or investigative; and

C. Expenses - The term "expenses" includes, without limitation, all attorneys' fees, costs,

and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.

11.02 Successful Defense by Agent: To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 11.03 through 11.05 shall determine whether the agent is entitled to indemnification.

11.03 Actions Brought by Persons other than the Corporation: Subject to the required findings to be made pursuant to paragraph 11.05, this corporation shall indemnify any agent who was or is a party, or is threatened to be made a party, to any proceeding (other than an action brought by, or on behalf of this corporation, or by the Attorney General on the ground that the defendant was or is engaging in self-dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted related 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 this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

11.04 Action Brought by or on Behalf of the Corporation:

A. Claims Settled out of Court - If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or their disposition or for any expenses incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.

B. Claims and Suits Awarded Against Agent - This corporation shall indemnify any agent who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:

1. The determination of good faith conduct required by Section 11.05 below, must be made in the manner provided for in that section;

2. Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

11.05 Determination of Agent's Good Faith Conduct: The indemnification granted to an agent in paragraphs 11.03 and 11.04, above, is conditioned on the following:

A. Required Standard of Conduct - The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.

B. Manner of Determination of Good Faith Conduct - The determination that the agent did act in a manner complying with paragraph A above shall be made by:

1. The Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or

2. The court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this corporation.

11.06 Limitations: No indemnification or advance shall be made under this Article, except as provided in paragraph 11.02 or 11.05.B.2 in any circumstances when it appears:

A. Inconsistent Indemnification - The indemnification or advance would be inconsistent with a provision of the articles, a resolution of the board, 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

B. Court Condition - That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

11.07 Insurance: The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability, other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.

ARTICLE XII

RECORDS AND REPORTS

12.01 Maintenance of Corporate Records: The Corporation shall keep:

A. Adequate and correct books and records of account;

B. Minutes in written form of the proceedings of its board and committees of the board;

C. All such records shall be kept at the corporation’s principal executive office in this state or at the office of the Corporation’s designated attorney.

2.02 Maintenance and Inspection of Articles and Bylaws: The Corporation shall keep at its principal executive office in the state an original or a copy of the Articles and Bylaws as amended to date.

12.03 Inspection by Directors: Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

12.04 Annual Report: Not later than each April 1, the board shall cause an annual report to be prepared and presented to the Board of Directors of the Rotary Clubof Ventura-South. Such report shall contain the following information in reasonable detail:

A. The assets and liabilities, including the trust funds, of the corporation as of the end of the most recent fiscal year.

B. The principal changes in assets and liabilities, including trust funds, during the most recent fiscal year.

C. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the most recent fiscal year.

12.05 Annual Statement of Certain Transactions and Indemnification: No later than the time the corporation gives its annual report, and in any event no later than each July 1, the corporation shall prepare a statement of the amount and circumstances of any transaction or indemnification of the following kind:

A. Any transaction(s) in which the corporation, its parent or its subsidiary was a party, and in which any director or officer of the corporation, its parent or subsidiary had a direct or indirect financial interest.

B. Any indemnification or advances paid during the fiscal year to any director, officer or other agent.

ARTICLE XIII

AMENDMENT

Except as may be otherwise restricted by the California Corporation Code for Nonprofit Public Benefit Corporations, the Board of Directors may adopt, amend or repeal the Bylaws.

ARTICLE XIV

CONSTRUCTION AND DEFINITIONS

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 above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the corporation and a natural person.

ACKNOWLEDGMENT OF ADOPTION:

The undersigned, as the duly acting Secretary of the Ventura-South Rotary Foundation, certify that the above set forth Revised and Restated “Bylaws of the Ventura-South Rotary Foundation, a California Nonprofit Public Benefit Corporation” were adopted by the affirmative vote of the acting Directors of Ventura-South Rotary Foundation on ______________________ 2005.