Bylaws (approved by referendum as of 8/1/2014)

BYLAWS OF MCSF

(a California nonprofit mutual benefit corporation)

ARTICLE I.

General Provisions

Section 1. Name. The name of this corporation is MCSF (hereafter referred to in these

bylaws as "MCSF” or “corporation”).

Section 2. Principal Office. The principal office for the transaction of business of the

corporation shall be located in California. The Board of Directors (the “Board”) shall

have the authority to set and change the precise location of the principal office so long

as the principal office remains in California. The corporation may also have offices at

such other places within or without the State of California where it is qualified to do

business, as its activities may require, and as the Board may from time to time

designate.

Section 3. Purposes and Limitations. The corporation is a NONPROFIT MUTUAL

BENEFIT CORPORATION organized under California law. The corporation is formed

for the purpose of engaging in any lawful act or activity for which a nonprofit mutual

benefit corporation may be organized under the law.

The specific purpose of this corporation is to create a social club that will provide

education and a nexus for artistic, sensual, and social evolution by offering cultural

events and other resources to individuals and communities who identify as having an

alternative sexuality, and to create a safe place to meet, explore, and share information.

ARTICLE II.

Members

Section 1. Members. MCSF is organized with members, but without capital stock.

a. Voting Members (Endowed Crew Members). Any individual 21 years of age or older

who is interested in the purposes of this organization and who has volunteered at least

30 hours for the organization in the previous 12 months may submit a written request for

voting membership to the Secretary of the corporation.

Any such person shall be eligible for voting membership on approval by the Board (or by

an individual designated by the Board to make such approvals) and the payment of such

dues, fees and assessments as the Board may establish from time to time (if any). An

application for membership shall not be denied because of an applicant’s sex, gender,

race, age (if the applicant is at least 21), sexual orientation, physical disability, HIV

status, or relationship status. Voting members of the corporation shall have all rights

afforded members under the California Nonprofit Mutual Benefit Corporation Law. Each

voting member shall have one (1) vote on membership issues.

b. Non-Voting Members. MCSF shall also admit non-voting associate members known

as Allies. Any individual 21 years of age or older who is interested in the purposes of this

organization may submit a written request for non-voting membership to the Secretary

of the corporation.

Any such person shall be eligible for non-voting membership on approval by the Board

(or by an individual designated by the Board to make such approvals) and the payment

of such dues, fees and assessments as the Board may establish from time to time (if

any). An application for membership shall not be denied because of an applicant’s sex,

gender, race, age (if the applicant is at least 21), sexual orientation, physical disability,

HIV status, or relationship status. Non-voting Members of the corporation shall have

none of the rights afforded members under the California Nonprofit Mutual Benefit

Corporation Law.

Section 2. Limited Membership. In general, club activities are limited to members.

Non-member participation and revenue from non-members, if any, shall be limited so as

to always comply with IRS rules relating to social clubs and exempt status under IRC

501(c)(7).

Section 3. Fees, Dues, and Assessments. The fees, dues, and assessments for all

members of the corporation, if any, shall be set by the Board and must be approved or

changed by a two-thirds (2/3) vote of the membership.

Section 4. Good Standing. Those MCSF members who have timely paid the required

fees, dues, and assessments, and who are not in violation of any bylaw, rule, policy, or

procedure of the corporation, shall be members in good standing.

Section 5. Termination of Membership. Membership shall terminate on the

occurrence of any of the following events:

(a) Resignation of a member upon notice to the corporation;

(b) Failure of a member to pay any fees, dues, or assessments within the period of time

established by the Board after they become due and payable;

(c) Expulsion pursuant to Sections 6 and 7 of this Article.

Section 6. Suspension or Expulsion from Membership. Any MCSF member may be

suspended or expelled in accordance with this Article, based on the good faith

determination by the Board, or a committee authorized by the Board to make such a

determination, that the member has failed in a material and serious degree to comply

with the corporation's Articles of Incorporation, bylaws, policies or procedures, or any

law applicable to the corporation and its members, or has engaged in conduct materially

and seriously prejudicial to the purposes and interests of the corporation.

A person whose membership is suspended shall not be a member in good standing

during the period of suspension.

Section 7. Procedure for Suspension or Expulsion. If grounds appear to exist for

suspension or expulsion of a member under this Article, the procedures set forth below

shall be followed:

(a) The member shall be provided at least 15 days prior notice of the proposed

suspension or expulsion and the reasons for the proposed suspension or expulsion.

Notice shall be given by any method reasonably calculated to provide actual notice. Any

notice given by mail shall be sent first class or express mail to the member's last

address as shown on the corporation's records.

(b) The member shall be given an opportunity to be heard, either orally or in writing, at

least five (5) days before the effective date of the proposed suspension or expulsion.

The hearing shall be held, or the written statement considered, by the Board or by a

committee authorized by the Board to determine whether the suspension or expulsion

should take place.

(c) The Board or authorized committee shall decide whether or not the member should

be suspended, expelled or sanctioned in some other way. The decision of the Board or

committee shall be final.

(d) Any action challenging an expulsion, suspension or termination of membership,

including any claim alleging defective notice, must be commenced within one year after

the effective date of the expulsion, suspension or termination.

Section 8. Effect of Suspension or Expulsion. All rights and privileges of a member

of the corporation shall cease upon suspension or expulsion from membership. In the

case of expulsion, the member’s membership in the corporation shall terminate on the

effective date of the expulsion. However, suspension or expulsion shall not relieve the

member (or former member) of any existing obligations to the corporation (e.g. unpaid

dues, fees, or assessments, duties of loyalty and confidentiality, duty to return MCSF

property and documents, etc).

Section 9. No property Rights/No Withdrawal Value. Membership in the corporation

does not constitute an ownership interest in any asset of the corporation at any time. If a

membership is terminated for any reason, the corporation shall not be liable for the

payment of any amount whatsoever to the member. Each member is received into

membership on its express agreement to this provision.

Section 10. Transfer of Memberships. No transfer of memberships is allowed.

Section 11. Limitations. No person shall hold more than one membership in the

corporation.

Section 12. Liability of Members. Except as provided by law, no member is liable for

the corporation’s debts, liabilities, or obligations.

Section 13. Meetings of Members.

(a) Place of Meetings. Meetings of the members shall be held in any place designated

by the Board. In the absence of any such designation, members' meetings shall be held

at the corporation's principal office.

(b) Annual Meeting. An annual meeting of the members shall be held each year at a

time and location determined by the Board. At this meeting, any proper business may be

transacted, subject to any limitations in law or these bylaws. Written notice of the annual

members’ meeting shall be given to all members of the corporation in accordance with

the procedures provided in subsections (d) and (e) below. Only voting members of

MCSF as described in Section 1 above may vote at the MCSF annual membership

meeting.

(c) Special Meetings of the Members. Other meetings of the members ("special

meetings") may be called at any time by 1) the Board, (2) the Captain of the Board, or

(3) five percent of the voting members.

A special meeting of members shall be called by written request, specifying the general

nature of the business proposed to be transacted and submitted to the Captain or the

Secretary of the corporation. The officer receiving the request shall cause notice to be

given promptly to the members entitled to vote, in accordance with subsections (d) and

(e) below, stating that a meeting will be held at a specified time and date. If the meeting

is called by anyone other than the Board or Captain, the meeting date shall be at least

thirty-five (35), but not more than ninety (90) days after receipt of the request. If the

Board or Captain calls the meeting, the meeting date may be any date for which

appropriate notice is given in accordance with subsections (d) and (e) below. If notice of

a requested special meeting is not given within twenty (20) days after receipt of the

request, the person or persons requesting the meeting may give the notice.

(d) Notice Requirements for Members' Meetings. Written notice of any membership

meeting shall be given, in accordance with these bylaws, to each voting member of the

corporation. Subject to any additional requirements in law or these bylaws, the notice

shall state the place, date, and time of the meeting, the means of electronic

transmission by and to the corporation pursuant to California Corporations Code Section

7211 and 7510 or electronic video screen communication, if any, by which members

may participate in the meeting, and the general nature of the business to be transacted,

and no other business may be transacted. The notice of any meeting at which directors

are to be elected shall include the names of all those who are nominees at the time the

notice is given to members.

(e) Manner of Giving Notice for Meetings. Except as otherwise provided in these bylaws

or by law, notice of any meeting of members shall be given not less than 10 nor more

than 90 days before the date of the meeting to each member who, on the record date

for notice of the meeting, is entitled to vote; provided, however, that if notice is given by

mail, and the notice is not mailed by first-class or express mail service, then that notice

shall be given not less than 20 days before the meeting.

Notice of a members' meeting or any report shall be given personally, by electronic

transmission, or by regular, bulk, or express mail service, addressed to a member at the

address of the member appearing on the books of the corporation or given by the

member to the corporation for purpose of notice; or if no such address appears or is

given, at the place where the principal office of the corporation is located. An affidavit of

giving of any notice or report in accordance with the provisions section, executed by the

Secretary, shall be prima facie evidence of the giving of the notice or report.

Notice given by electronic transmission by the corporation under this subdivision shall be

valid only if it complies with Section 7511 of the California Corporations Code.

Notwithstanding the foregoing, notice shall not be given by electronic transmission by

the corporation after either of the following:

(1) The corporation is unable to deliver two consecutive notices to the member by that

means.

(2) The inability to so deliver the notices to the member becomes known to the

Secretary or other person responsible for the giving of the notice.

Section 14. Waiver of Notice or Consent. The transactions of any members' meeting,

however called or noticed and wherever held, shall be as valid as though taken at a

meeting duly held after regular call and notice, if (1) a quorum is present, and (2) either

before or after the meeting, each member who is not present in person, signs a written

waiver of notice, a consent to holding of the meeting, or an approval of the minutes. The

waiver of notice, consent or approval need not specify either the business to be

transacted or the purpose of any meeting of members. All such waivers, and consents,

or approvals shall be filed with the corporate records or made a part of the minutes.

A member's attendance at a meeting shall also constitute a waiver of notice of and

presence at that meeting, unless the member objects at the beginning of the meeting to

the transaction of any business because the meeting was not lawfully called or

convened. Also, attendance at a meeting is not a waiver of any right to object to the

consideration of matters required to be included in the notice of the meeting, but not so

included, if that objection is expressly made at the meeting.

Section 15. Quorum. One-third (1/3) of the voting members shall constitute a quorum

for the transaction of business at any meeting of members.

Section 16. Loss of Quorum. The members present at a duly called or held meeting at

which a quorum is present may continue to transact business until notwithstanding the

withdrawal of enough members 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 (or by a greater number if required by law or by the articles of

incorporation or these bylaws). Any meeting may be adjourned by a majority of those

members in attendance, whether or not a quorum is present.

Section 17. Act of the Members. If a quorum is present, the affirmative vote of a

majority of the voting members 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 is

required by law, or by the articles of incorporation or these bylaws.

Section 18. Eligibility to Vote/Number of Votes. Voting members entitled to vote at

any meeting of members or by ballot shall be all those voting members in good standing

as of the date the vote is taken. Each voting member shall be entitled to one vote at any

annual or special meeting of members.

Section 19. Proxies. Proxy voting is not allowed.

Section 20. Action of Members by Written Ballot Without a Meeting. Any action that

may be taken at any meeting of members may be taken without a meeting by complying

with the following procedure.

The Captain of MCSF shall cause a ballot to be distributed to each voting member in

accordance with Section 13(e) of this Article.

Any written ballot pursuant to this section shall: 1) set forth the proposed action, 2)

provide an opportunity to specify approval or disapproval of any proposed action, and 3)

provide a reasonable time within which to return the ballot to the corporation.

The cover letter or memo soliciting ballots shall indicate the number of responses

needed to meet the quorum requirement and, with respect to ballots other than for the

election of directors, shall state the percentage of approvals necessary to pass the

action submitted. The solicitation must specify the time by which the ballot must be

received by the corporation in order to be counted.

Approval of an action by written ballot pursuant to this section shall be valid only when

the number of votes cast by ballot within the time period specified equals or exceeds the

quorum required to be present at a meeting authorizing the action, and the number of

approvals equals or exceeds the number of votes that would be required to approve at a

meeting at which the total number of votes cast was the same as the number of votes

cast by ballot.

Directors may be elected by written ballot under this section. If directors are to be

elected by written ballot and the Board adopts a nomination procedure for the election

process, the procedure may provide for a date for the close of nominations prior to the

printing and distributing of the written ballots.

A written ballot may not be revoked. All written ballots shall be filed with the Secretary of

the corporation and maintained in the corporate records for at least three years.

ARTICLE III.

Board of Directors

Section 1. Powers of Board of Directors. The Board, subject to restrictions of law, the

Articles of Incorporation, and these bylaws, shall exercise all powers of the corporation.

Without limitation on its general power, except as specified herein, the Board may do

the following:

(a) Policies. Adopt policies, rules and procedures for the management and operation of

the corporation.

(b) Administration. Employ or retain an individual or management firm to administer the

day-to-day activities of the corporation. An individual retained pursuant to this authority

shall be known as the Executive Director. The Executive Director, if any, cannot also be

a member of the Board. The Board may also employ, retain, or authorize the

employment of such other employees, independent contractors, agents, accountants,

and legal counsel as it from time to time deems necessary or advisable in the interest of

the corporation, prescribe their duties and fix their compensation.

(c) Bonds. Require officers, agents, and employees charged by the corporation with

responsibility for the custody of any of its funds or negotiable instruments to give

adequate bond.

(d) Borrowing money. Borrow money and incur indebtedness on behalf of the

corporation and cause to be executed and delivered for the corporation's purposes, in

the corporation name, promissory notes, bonds, debentures, deeds of trust, mortgages,

pledges, liens, and other evidences of debt and securities.

(e) Gifts. Receive and accept gifts, devises, bequests, donations, annuities, and

endorsements of real and personal property, and use, hold and enjoy the same, both as

to principal and income, and to invest and re-invest the same or any part thereof for the

furtherance of any objects, interests or purposes of this corporation.

(f) Contributions. Make such contributions as the Board determines are necessary and

advisable in furtherance of the interests and purposes of this corporation.

(g) Fiscal Year. Fix and change the fiscal year of the corporation.

(h) Seal. Adopt and use a corporate seal provided that the name of the corporation and

the state are shown on it. The seal may be affixed to such instruments as the Board

shall direct. However, the lack of a corporate seal shall not, by itself, affect the legality of

any document executed on behalf of the corporation.

(i) Contracts. Enter into contracts and agreements with individuals and with public and

private entities for the advancement of the purposes for which the corporation is

organized.

(j) Property. Acquire, construct and possess real and personal property.

(k) Bank Accounts and Special Funds. Establish one or more bank accounts and/or

special funds in order to accomplish and further the purposes of the corporation.

(l) Committees. Appoint committees as provided in these bylaws.

(m) Start-up costs. In the sole discretion of the Board, authorize the re-payment of the

start-up costs for this organization to the individual(s) or organizations that provided

such funds, including but not limited to attorney’s and accountant’s fees and costs, and

filing fees for incorporation and for obtaining federal and state tax exempt status for the

corporation.

(n) Other. Do and perform all acts and exercise all powers incidental to, or in connection

with, or deemed reasonably necessary for the proper implementation of the purposes of

the corporation.

Section 2. Number/Qualifications. The Board shall consist of five (5) directors. Every

director must be, or represent, a voting member of the corporation and must be

interested in and committed to the mission and purposes of MCSF.

Section 3. Election of Directors. Directors shall be elected at the annual meeting of

the voting membership, or by written ballot in accordance with these bylaws, pursuant to

nomination and election procedures adopted by the Board.

Section 4. Terms of Office. The term of office for all voting directors shall be two (2)

years and all directors shall serve until expiration of the term for which elected and until

a successor has been elected and qualified. There shall be no limit on the number of

terms a director may serve if he or she remains qualified and elected. The terms of

office of directors may be staggered using any reasonable method agreed to by a

majority vote of the Board.

Section 5. Reduction of Number of Directors. No change of the authorized number of

directors shall have the effect of removing any director before that director’s term of

office expires.

Section 6. Resignations/Removals. Any director may resign by giving written notice to

the Captain or the Secretary. The resignation shall be effective when the notice is given

unless it specifies a later time for the resignation to become effective. Any director may

be removed from the Board by a majority vote of the members.

Section 7. Vacancies. 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 declared of unsound mind by an order of court or convicted of a felony, (c) the

vote of the 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

required to be elected at that meeting or the failure of the Board to appoint any director

they are authorized to appoint.

Section 8. Filling Vacancies. Vacancies on the Board may be filled by a majority vote

of the at any properly called and noticed Board meeting where a quorum is present. The

members may fill any vacancy or vacancies not filled by the Board. Any individual filling

a vacancy pursuant to this section shall meet the criteria for election to that seat. An

individual appointed to fill a vacancy shall serve until the end of the term of the director

whose vacancy he or she is filling.

Section 9. Annual and Special Board Meetings. An annual meeting of the Board shall

be held on the same day as, or the day before or after, the annual membership meeting.

Other meetings (“special meetings”) of the Board may be held from time to time on the

call of the Captain, the Board, or any two directors. The time and purpose for any

special meeting shall be set by the person(s) calling such meeting.

Section 10. Notice of Board Meetings. Notice of meetings of the Board, specifying the

time and place of the meeting, shall be given to each director at least seven (7) days

before the meeting if sent by first-class mail or express mail service, or forty-eight (48)

hours before the meeting if personally delivered or delivered by telephone (including a

voice messaging system), or by electronic transmission by the corporation in compliance

with the California Corporations Code.

Notice shall be deemed delivered when deposited in the U.S. mail or with an express

mail service, or when received if delivered personally or by telephone, or on its

confirmation of delivery if by electronic transmission. A notice, or waiver of notice, need

not specify the purpose of any meeting of the board.

Section 11. Place and Time of Meetings. Meetings of the Board shall be held at

whatever place and time is designated from time to time by the Board or persons calling

the meeting and, in the absence of any designation, shall be held at the principal office

of the corporation.

Section 12. Board meetings by Telephone or Video Conference or by Electronic

Transmission.

Directors may participate in a meeting of the Board through use of conference

telephone, electronic video screen communication, or electronic transmission by and to

the corporation in accordance with the California Corporations Code.

Participation in a meeting through use of conference telephone or electronic video

screen communication constitutes presence in person at that meeting as long as all

directors participating in the meeting are able to hear one another.

Participation in a meeting through use of electronic transmission by and to the

corporation, other than conference telephone and electronic video screen

communication, constitutes presence in person at that meeting if both of the following

apply:

(a) Each director participating in the meeting can communicate with all of the other

directors concurrently.

(b) Each director is provided the means of participating in all matters before the Board,

including, without limitation, the capacity to propose or to interpose an objection to, a

specific action to be taken by the corporation.

Section 13. Waiver of Notice and Consent to Meetings. 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.

Section 14. Quorum. A majority of the authorized number of directors shall constitute a

quorum of the Board for the transaction of business.

Section 15. Act of the Board. Unless otherwise restricted by law or these bylaws,

every act or decision done or made by a majority of directors present at a meeting duly

held at which a quorum is present shall be regarded as an act of the Board. A meeting

at which a quorum is initially present may continue to transact business, despite the

withdrawal of a director(s), if any action taken or decision made is approved by at least a

majority of the required quorum for that meeting.

Section. 16. Adjournment. A majority of the directors present, whether or not a

quorum, may adjourn any meeting to another time and place. If the meeting is adjourned

for more than 24 hours, notice of the adjournment to another time or place must be

given prior to the time of the adjourned meeting to the directors who were not present at

the time of the adjournment. Any business that might have been transacted at a meeting

as originally noticed may be transacted at an adjourned and rescheduled meeting.

Section 17. Closed Meetings. Any meeting of the Board may be closed by the Captain

so that only directors and individuals deemed necessary by the Captain are present.

Members of the corporation who are not directors may attend any Board meeting unless

excluded by the Captain as described in this Section.

Section 18. Board Action Without Meeting. Any action required or permitted to be

taken by the Board may be taken without a meeting, if all directors on the Board

individually or collectively consent in writing to that action. An action by written consent

shall have the same force and effect as a unanimous vote of the directors.

Section 19. Compensation of Directors/Officers. Directors and officers shall not

receive compensation for their services as directors/officers. Directors/officers may, at

the discretion of the Board, receive reimbursement for travel and other actual expenses

related to activities on behalf of the corporation if authorized by the Board or a

committee having such authority.

Section 20. Voting Power. For all purposes, the voting power of each voting director

shall be one vote.

Section 21. Property Rights. No director shall have any property rights in any assets of

the corporation.

ARTICLE IV.

Officers

Section 1. Officers of the corporation. The elected officers of the corporation shall be

a President (known as the “Captain”), Secretary, and Treasurer. All officers must be

directors.

Section 2. Election of Officers. The elected officers of the corporation shall be elected

by the Board from among its directors at the annual Board meeting.

Section 3. Terms of Office; Term Limits. Officers shall serve at the pleasure of the

Board for one (1) year terms. There is no limit on the number of terms an officer may

serve if she is a director and continues to be qualified and elected by the Board.

Section 4. Removal of Officers. Any elected officer may be removed at any time, with

or without cause, by a majority vote of the Board at any properly called and noticed

meeting where a quorum is present.

Section 5. Resignation of Officers. An officer may resign at any time by giving written

notice to the Captain or Secretary of MCSF. 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.

Section 6. Vacancies in Office. A vacancy in any office because of death, resignation,

removal, disqualification, or any other cause shall be filled by a majority vote of the

directors present at any annual or special meeting of the Board where a quorum is

present. The individual filling a vacant officer position shall serve until the end of the

term of the officer whose vacancy he or she is filling.

Section 7. Responsibilities of Officers.

(a) Captain. The Captain of the Board shall preside at meetings of the Boardand shall

exercise and perform such other powers and duties as the Boardmay assign from time

to time. If there is no paid CEO or Executive Director, the Captain of the Boardshall also

act as the chief executive officer and shall have the powers and duties of a typical

CEO/Executive Director.

(b) Secretary.

(i) Book of Minutes. The Secretary shall keep or cause to be kept, at the corporation's

principal office or such other place as the Boardmay direct, a book of minutes of all

meetings, proceedings, and actions of the Board, and committees of the Board. The

minutes of meetings shall include the time and place that the meeting was held, whether

the meeting was annual or special, and, if special, how authorized, the notice given, and

the names of those present at the Board and committee meetings. The Secretary shall

keep or cause to be kept, at the principal office in California, a copy of the Articles of

Incorporation and the Bylaws, as amended to date.

(ii) Notices, Seal, and Other Duties. The Secretary shall give, or cause to be given,

notice of all meetings of the Board and of its committees required by these Bylaws. The

Secretary shall keep the corporate seal, if any, in safe custody and shall have such

other powers and perform such other duties as the Board or the Bylaws may prescribe.

(iii) If the Captain is absent or unable to serve, the Secretary shall perform all the duties

of the Captain. When so acting, the Secretary shall have all powers of and be subject to

all restrictions on the Captain.

(c) Treasurer.

(i) Books of Account. The Treasurer 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 Treasurer shall send or cause to be given to the directors such

financial statements and reports as are required to be given by law, by these Bylaws, or

by the Board. The books of account shall be open to inspection by any director at all

reasonable times.

(ii) Deposit and Disbursement of Money and Valuables. The Treasurer 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 Boardmay designate, shall disperse the

corporation's funds as the Board may order, shall render to the Captain or the Board,

when requested, an account of all transactions as Treasurer 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.

ARTICLE V.

Committees

Section 1. Committees of the Board. The Board may create one or more “committees

of the Board,” each consisting of two or more directors and no persons who are not

directors, to serve at the pleasure of the Board. Except as otherwise specified in these

bylaws, appointments to committees of the Board shall be by a majority vote of the

Board. Any such committee, to the extent provided in the Board resolution creating the

committee, shall have all the authority of the Board, except that no committee,

regardless of Board resolution, may:

(a) Fill vacancies on the Board or on any committee that has the authority of the Board;

(b) Fix compensation of the directors for serving on the Board or on any committee;

(c) Amend or repeal Bylaws or adopt new Bylaws;

(d) Amend or repeal any resolution of the Board that by its express terms is not so

amendable or repealable;

(e) Create any other committees of the Board or appoint the members of committees of

the Board; or

(f) Approve any contract or transaction to which the corporation is a party and in which

one or more of its directors has a material financial interest, except as allowed by the

California Corporations Code.

Section 2. Notice Requirements for Committees of the Board. Written notice for

meetings of committees of the Board shall be given in accordance with Article III of

these bylaws. Provided, however, that this notice may be waived in writing, or by the

committee member’s actual attendance at the meeting.

Section 3. Quorum for Committees of the Board. A majority of the voting members of

any committee of the Board shall constitute a quorum, and the acts of a majority of the

voting members present at a meeting at which a quorum is present shall constitute the

act or recommendation of the committee.

Section 4. Advisory Committees. The Board may also establish advisory committees

composed of any number of directors and/or non-directors. Advisory committees shall

provide advice and recommendations to the Board but shall not have the authority of the

Board or any final decision making authority.

a. The Bridge Committee. The Bridge Committee shall be a standing advisory

committee composed of the five Board members and six additional Voting Members

appointed by the Board. Prior to appointing the additional six committee members, the

Board shall solicit nominations from the voting membership and take into account the

wishes of the membership when making their selections for this Committee. The Bridge

Committee members (other than Board members) shall serve for two (2) year terms, but

may be re-appointed to the Committee for any number of terms. A Bridge Committee

member (other than a Board member) may be removed from the Committee by the

Board for any reason. The Bridge Committee shall be responsible for developing

policies and programs for Board approval, and may review and recommend to the Board

changes to the bylaws and to other operating procedures.

Section 5. Meetings by Telephone or Video Conference or by Electronic

Transmission. Any meeting of a committee may be held by telephone or video

conference or by electronic transmission in the same manner provided for in Article III of

these bylaws.

ARTICLE VI.

Liability, Indemnification, and Insurance stop

Section 1. Liability. Subject to any limitations contained in the California Corporations

Code, there is no monetary liability on the part of, and no cause of action for damages

shall arise against, any volunteer director or officer of the corporation based on any

alleged failure to discharge the person's duties as a volunteer director or officer if the

duties are performed in accordance with the standards of conduct provided for in the

California Corporations Code.

Section 2. Indemnification.

(a) Right of Indemnity. To the fullest extent permitted by law, this corporation shall

indemnify its directors, officers, employees, and other persons described in Section

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 “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.

“Expenses,” as used in this bylaw, shall have the same meaning as in Section 7237(a)

of the California Corporations Code.

(b) Approval of Indemnity. On written request to the Board by any person seeking

indemnification under Section 7237(b) or Section 7237(c) of the California Corporations

Code, the Board shall promptly determine under Section 7237(e) of the California

Corporations Code whether the applicable standard of conduct set forth in Section

7237(b) or Section 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

proceeding, the Board shall promptly call a meeting of members. At that meeting, the

members shall determine under Section 7237(e) whether the applicable standard of

conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the

members present at the meeting shall authorize the indemnification.

Section 3. Insurance. The Board shall adopt a resolution authorizing the purchase and

maintenance of an insurance policy or policies or bond on behalf of its directors, officers

or employees against any liabilities, other than for violating provisions against selfdealing,

incurred by the director, officer or employee in such capacity or arising out of

their status as such.

ARTICLE VII.

Miscellaneous

Section 1. Inspection of Records. The members and directors of the corporation shall

have the right to inspect the records of the corporation to the extent and under the

circumstances provided by the California Corporations Code.

Section 2. Annual Report. Within 120 days after the close of the corporation’s fiscal

year, the Board shall cause an annual report to be prepared in accordance with Section

8321 of the California Corporations Code. The report shall be made available to any

member who requests a copy.

Section 3. Annual Statement of Transactions and Indemnifications. As part of the

annual report described in Section 2 above, the Board shall cause to be prepared a

statement of any transaction of indemnification if required by Section 8322 of the

California Corporations Code.

Section 4. Fiscal Year. Unless changed by the Board, the fiscal year of the corporation

shall begin on January 1 and end on December 31 of each year.

Section 5. Conflicts of Interest. Board members and committee members must

actively seek to avoid situations and activities that create an actual or potential conflict

between the individual’s personal interests and the interests of the corporation. If a

Board member or committee member believes that a conflict exists relative to a

particular issue being considered by the Board or any committee, he or she shall

disclose the conflict to the Board or committee, as appropriate, and abstain from

discussion or voting on the issue.

For purposes of this section and these bylaws, a “conflict of interest” means a situation

in which a Board or committee member is part of a discussion or decision by the Board

or a committee which has the potential to financially benefit that Board or committee

member or a member of that Board or committee member’s immediate family.

“Immediate family” means, spouse or same-sex/domestic partner, children, parents,

siblings, parents-in-law, or siblings-in-law.

Both the fact and the appearance of a conflict of interest should be avoided. Board

members or committee members who are unsure as to whether a certain transaction,

activity, or relationship constitutes a conflict of interest should discuss it with the

Captain, who will determine whether disclosure to the Board or the assistance of legal

counsel is required.

Section 6. Intellectual Property. All intellectual property prepared or purchased by or

on behalf of the corporation, including but not limited to the MCSF name, educational,

promotional, and advertising materials, newsletters, contracts, logos, service marks,

membership lists, contributor lists, and research results, shall be the exclusive property

of the corporation and directors, members, and contractors/employees agree to deal

with it as such. Directors, members and contractors/employees agree that they will not

sell, transfer, publish, modify, distribute, or use for their own purposes, the intellectual

property belonging to the corporation without prior approval of the Board memorialized

in a writing signed by the Captain.

Section 7. Required Disclosures and Reporting. MCSF shall comply with the

disclosure and reporting requirements of federal and state agencies to which it is

subject.

ARTICLE VIII.

Amendments

Section 1. Amendment to Bylaws. These bylaws may be initially adopted, amended,

or repealed and new bylaws adopted, by a majority vote of the Board at any properly

called and noticed meeting where a quorum is present.

However, approval of the members is also required for any amendment or for new

bylaws after the initial adoption that would:

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

(b) Effect an exchange, reclassification, or cancellation of all or part of the

memberships;

(c) Authorize a new class of membership;

(d) Change the number of authorized directors;

(e) Change from a fixed number of directors to a variable number of directors, or vice

versa;

(f) Increase or extend the terms of directors;

(g) Allow any director to hold office by designation or selection rather than by election by

the members;

(h) Increase the quorum for members’ meetings; or

(i) Repeal, restrict, create, expand, or otherwise change proxy rights.

All proposed bylaw amendments or new bylaws must be sent to all directors and/or

members eligible to vote on such amendments or new bylaws at least three (3) days

prior to the meeting at which the amendments or new bylaws will be discussed and

voted on.

ARTICLE IX.

Dissolution

Section 1. Voluntary Dissolution. The corporation may be voluntarily dissolved at any

time by a majority vote of the voting members at any properly called meeting where a

quorum is present. If the voting members approve the dissolution, the Board shall

promptly cease operations and proceed to wind up and dissolve the corporation.

Section 2. Remaining Assets. Upon the dissolution of the corporation, all debts thereof

shall be paid and its affairs settled, and all remaining assets shall be distributed as

determined at the time of dissolution by the MCSF Board in its sole discretion, so long

as the distribution is not inconsistent with law.

CERTIFICATE OF SECRETARY OF MCSF

I certify that I am the duly elected and acting Secretary of MCSF, a California Nonprofit

Mutual Benefit corporation; that the above Bylaws, consisting of 21 typewritten pages

including this page, are the Bylaws of this corporation as adopted by the Board of

Directors on __________________________________, 2014; and that these Bylaws

have not been amended since that date.

Executed on the _______ day of ___________________________________, 2014, at

_______________________________, California.

__________________________________

Signature of Secretary

___________________________________

Type or print name of Secretary