Crown Jewel Club Bylaws _amended

CROWN JEWEL CLUB Bylaws Amended February 2009 I. Name The name of this Corporation shall be The Crown Jewel Club, (“Corporation”). II. Purpose The primary purpose for this Corporation is to provide programs tailored for young women to help develop their social skills, self confidence, and guidance into adulthood. To accomplish these purposes, this Corporation may do any and all things necessary to carry out the purposes specified hereinabove and may receive, hold and disburse gifts, bequests, devises and other funds; may own, maintain or lease suitable real estate and buildings, and any other personal property; and may enter into, make, perform and carry out contracts of any kind for any lawful purpose without limit as to amount. III. Offices Section 1: Principal Office. The Corporation’s principal office shall be fixed and located at such place as the Board of Directors shall determine. The Board of Directors is granted full power and authority to change said principal office from one location to another. Section 2: Other Offices. Branch of subordinate offices may be established by the Board of Directors at any place or places. IV. Nonpartisan Activities This Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes 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 of measure being submitted to the people for a vote. The Corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

CROWN JEWEL CLUB Bylaws Amended February 2009 V. Dedication of Assets The properties and assets of this 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 member or Director of this Corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to the same charitable purposes of this Corporation, unless no such organization is then in existence, and then to another charitable organization, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code Par. 501(c) (3). VI.. Membership The Corporation shall have no members within the meaning of Section 5056 of the California Nonprofit Corporation Law, and all rights that would otherwise vest in such members shall vest in the Board of Directors. VII. Board of Directors Section 1: Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. The Board may delegate the management of the activities of the Corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to: (a)

Select and remove all officers, agents, and 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.

(b)

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 any members’ meeting or meetings, including annual meetings.

CROWN JEWEL CLUB Bylaws Amended February 2009

(c)

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

(d)

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.

(3)

Purchase and maintain 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.

Section 2: Number and Qualification of Directors. The board of Directors shall consist of at least three (3) but no more than twenty (20) Directors unless changed by amendment to these bylaws. The exact number of Directors shall be fixed, within those limits, by a resolution adopted by the board of Directors. Each Director shall hold office for such term as is specified below and until his successor shall have been elected and qualified. Section 3: Election and Terms of Directors. New Directors shall be elected by a majority of Directors at the annual meeting, or at a special meeting called for the purpose of electing Directors, provided a quorum is present. Directors elected to the Board of Directors shall be subject to the following term limits and restrictions. The term of a Director shall be for two (2) years. A Director may be re-elected for up to five (5) additional terms of two (2) years each. Each Director, including a Director elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Section 4: Vacancies. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or of cruelty to animals or has been found by final order or judgment of any court to have breached a duty under Section 5230, et seq., of the Nonprofit Corporation Law; (iii) the vote of a majority of Directors then in office. Provided, further, that no Director who was designated as such, rather than elected by the members, may be removed without the written consent of the person or persons who designated such Director.

CROWN JEWEL CLUB Bylaws Amended February 2009 Section 5. No Vacancy on Reduction of Number of Directors. Any reduction of the number of Directors authorized in the Articles or Bylaws shall not have the effect of removing any Director prior to the expiration of the Director’s term in office. Section 6: Resignation of Director. (a)

Except as provided in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office as of the date when resignation becomes effective. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, without first giving notice to the Attorney General.

Section 7. Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a)

any person being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; and

(b)

any brother, sister, ancestor, descendant, spouse, brother-in-law, mother-in-law, or father-in-law of any such person.

However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation. Section 8. Removal of Directors. The Board of Directors shall have summary power by a vote of a majority of Directors then in office to suspend, or to remove any member of the Board of Directors, without cause, or for conduct which in its opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity or prosperity of the organization, or which is likely, in its opinion, to endanger the welfare, interest or character of the organization, or for any conduct in violation of state or federal law, these bylaws, or of the rules and regulations of the Corporation which may be made from time to time. Such action by the Board of Directors may be taken at any meeting of such board upon the initiative of any member or members of such board. The proceedings of the Board of Directors in such matter shall be final and conclusive.

CROWN JEWEL CLUB Bylaws Amended February 2009 Section 9. Suspension and Reinstatement. Should a Director fail to perform his or her duties as required by the Bylaws, or if he or she has more than two (2) absences from any regular or special meetings in a one-year period, not otherwise excused by the Executive Director, he or she shall be suspended as provided in Article Vii, Section 3, paragraph (d) of these bylaws. The Secretary, or in his or her absence or failure to act, the Executive Director, shall notify the Board of Directors and the suspended Director of the fact of and reasons for any such suspension, in writing, promptly upon becoming aware of the failure to perform. The Board of Directors, without the vote of the suspended Director, may set such terms and conditions for reinstatement as it feels necessary. Should a suspension continue for longer than one (1) year then the suspended Director shall be considered to have resigned his or her position. Until reinstatement, a suspended Director may not vote and does not count for or against a quorum for Board meetings. Section 10. Filling Vacancies on the Board. Vacancies on the Board may be filled by submission of nominations for new members from present Board members, which shall be sent out to members of the Board fourteen (14) days in advance of a regular or special meeting. Vacancies on the Board may be filled by a majority of Directors then in office, whether or not less than a quorum, or by a sole remaining Director. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor. Section 11: Place of Meetings; Meetings by Telephone. Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice, of it there is no notice, at the principal executive office of the Corporation. Notwithstanding the above provisions of this Section, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, 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. Section 12: Regular and Special Meetings of the Board of Directors. (a)

Annual Meeting. The annual meeting of the Board of Directors shall be held each year on a date and at a time that the Board of Directors may designate. The date so designated shall be within four (4) months after the end of the Corporation’s fiscal

CROWN JEWEL CLUB Bylaws Amended February 2009 year, and within fifteen (15) months after the last annual meeting. At each annual meeting, Directors shall be elected and any other proper business which may be brought before the meeting may be transacted. Notice of the annual meeting shall be given at least fourteen (14) days in advance of the meeting, and given in accordance with Section 14 and 15 of this Article VII. (b)

Other Regular Meetings. Other regular meetings of the Board shall be held at least four (4) times per year on a date and at a time that the Board of Directors may designate, unless the Board of Directors specifies another frequency or dispenses with the holding of such meetings. Notice of a regular meeting shall be given at least fourteen (14) days in advance of the meeting, and given in accordance with Section 14 and 15 of this Article VII.

(c)

Special Meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the Executive Director, the Chairman of the Board or the President, or any Vice-President, the Secretary, or any two Directors. Notice of a special meeting shall be given at least seven (7) days in advance of the special meeting, and given in accordance with Section 14 and 15 of this Article VII.

Section 13. Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business (except to adjourn as provided in Section 16 of this Article VII). Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (a) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (b) appointment of committees, and (c) 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. Section 14. Notice of Meetings. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (1) by personal delivery of written notice; (2) by first-class mail, postage paid; (3) by telephone communication, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate such notice promptly to the Director; (3) by electronic transmission; or (4) by telegram, charges prepaid. All such notices shall be given or sent to the Director’s address, telephone number or electronic mail address as shown on the records of the Corporation. Notices sent by first-class mail shall be deposited into a United States mail box at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, electronic mail or telegraph shall be delivered, telephoned, e-mailed or given to the telegraph company at

CROWN JEWEL CLUB Bylaws Amended February 2009 least forty-eight (48) hours before the time set for the meeting. The notice shall state the time and place for the meeting. However, it need not specify the purpose of meeting, or the place of the meeting, if it is to be held at the principal executive office of the Corporation. Section 15: Waiver of Notice. A regular or special meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken with notice as specified in Section 14 of this Article VII, 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 waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. Section 16: Adjournment of Meetings. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (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. Section 17: Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board (except interested Directors), individually or collectively, consent in writing to that action. 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. Section 18: Fees and Compensation of Directors. Directors and members of committees will not receive compensation for their services, but may be reimbursed for expenses, as may be determined by resolution of the Board of Directors to be just and reasonable. VIII. Committees Section 1: Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the Directors then in office, provided that a quorum is present, designate one or more committees, each consisting of two or more Directors, or such other alternate Director as the Board may appoint, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of the Board resolution, may:

CROWN JEWEL CLUB Bylaws Amended February 2009 (a)

take any final action on matters which, under the Nonprofit Corporation Law of California, also requires members’ approval or approval of a majority of all the members;

(b)

fill vacancies on the Board or in any committee which has the authority of the Board;

(c)

amend or repeal Bylaws or adopt new Bylaws;

(d)

amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(e)

appoint any other committees of the Board of Directors or the members of these committees;

(f)

expend corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected;

(g)

approve any transaction (1)

to which the Corporation is a party and one or more Directors have a material financial interest; or

(2)

between the Corporation and one or more of its Directors or between the Corporation or any person in which one or more of its Directors have a material financial interest.

Section 2: Meetings and Actions of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article VII of these Bylaws, concerning meetings of Directors, with such changes in the context of those 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. 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. Minutes shall be kept of each meeting of any 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. Section 3: Finance Committee. The Treasurer is the Chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan and annual budgets. The Board

CROWN JEWEL CLUB Bylaws Amended February 2009 must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Board. The fiscal year shall the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.

IX. Officers and Executive Board Section 1: Officers. The officers of the Corporation shall be a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chair of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IX. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as either the President or the Chair of the Board. Section 2: Election of Officers. The officers of the Corporation shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under contract of employment. Section 3: Removal of Officers. Subject to the rights, if any, of an officer under contract of employment, any officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the Board. Section 4: Resignation of Officers. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at 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. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Section 5: Vacancies in Offices. 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. Section 6: Responsibilities of Officers. (a)

Chair of the Board. If such an officer be elected, the Chair of the Board of Directors 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

CROWN JEWEL CLUB Bylaws Amended February 2009 or her by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chair of the Board shall, in addition, be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in paragraph (b), below. (b)

President. Subject to such supervisory powers as may be given by the Board of Directors to the Chair of the Board, if any, the President shall, subject to the control of the Board of Directors, generally supervise, direct, and control the business and the officers of the Corporation. He or she shall preside at all meetings of the members and, in the absence of the Chair of the Board, or if there be none, at all meetings of the Board of Directors. He or she shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

(c)

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

(d)

(e)

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, proceedings, and actions of the Board, and committees of the Board. The minutes of meetings shall include the time and placing of holding, whether annual, 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.

Treasurer. The Treasurer shall attend to the following:

CROWN JEWEL CLUB Bylaws Amended February 2009 (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 b the Board of Directors; shall disburse the funds of the Corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all of his or her 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 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 his or her 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 or her control on his or her death, resignation, retirement, or removal from office.

Section 7: Executive Board. The officers of the Corporation shall comprise the Executive Board. Except for the power to amend the Bylaws, the Executive Board shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board.

X. Executive Director Executive Director: The Executive Director is hired by the Board of Directors. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of the Board and carry out the duties assigned to the position by the Board of Directors. The Board may fix the compensation of the Executive Director, so long as it is just and reasonable as to the Corporation as of the time it is authorized. The compensation of the

CROWN JEWEL CLUB Bylaws Amended February 2009 Executive Director will be determined as follows: (1) the compensation is approved by the governing body, (i.e., board of Directors) comprised of individuals who are unrelated to and not subject to the control of the person whose compensation is being determined; (2) the board relies on appropriate data based on comparability factors; and (3) the board fully documents the process and determinations involved in setting the compensation arrangement concurrent with the decision-making process, (i.e., by way of detailed meeting minutes).

XI. Indemnification To the fullest extent permitted by law, this Corporation shall indemnify its Directors, officers, employees, and other persons described in Corporations Code section 5238(a), including persons formerly occupying any such positions, 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 that section of the Corporations Code.

XII. Insurance This Corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising from the officer’s, Director’s, employee’s, or agent’s status as such.

XIII. Corporate Loans, Guaranties and Advances This Corporation shall not make any loan or money or property to or guarantee the obligation of any Director or Office, unless approved by the Attorney General, except that the Corporation may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of the duties of such Officer or Director if such Officer or Director would be entitled to be reimbursed for such expenses in the absence of such advance.

CROWN JEWEL CLUB Bylaws Amended February 2009 XIV. Records and Reports Section 1: Maintenance of Corporate Records. The Corporation shall keep: (a)

Adequate and correct books and records of account; and

(b)

Minutes in written form of the proceedings of the Board and committees of the Board.

Section 2: Maintenance and Inspection of Articles and Bylaws. The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business off in this state, the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the Directors at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the Corporation has no principal business office in this state, the Secretary shall, on written request of any Director, furnish to that member a copy of the Articles and Bylaws as amended to date. Section 3: 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 and each of its subsidiary Corporations. This inspection by a Director maybe made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 4: Annual Reports. The Corporation shall provide to the Directors, within 120 days of the close of the Corporation’s fiscal year, a report containing the following information in reasonable detail: (a)

The assets and liabilities, including the trust funds of the Corporation as of the end of the fiscal year;

(b)

The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c)

The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year;

(d)

The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; and

(e)

any information required by California Corporations Code, Section 6322.

CROWN JEWEL CLUB Bylaws Amended February 2009 XV. 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. XVI. Amendments Amendments of these Bylaws or the Articles may be proposed at any meeting of the Board of Directors. To become effective, they must receive a majority vote of the Board of Directors then in office, provided a quorum is present.

CROWN JEWEL CLUB Bylaws Amended February 2009

CERTIFICATION I, the undersigned, certify that I am the presently elected and acting Secretary of CROWN JEWEL CLUB, INC., and the above Bylaws, consisting of fourteen (14) pages, are the Bylaws of this Corporation as adopted at a meeting of the Board of Directors held on _________________________________________, 20______.

_________________________________________ Secretary

____________________ Date