Bylaws of the Tahoe Center for a Sustainable Future

ARTICLE I: NAME, PURPOSES AND PRINCIPAL OFFICE

1.1 Name. The name of this corporation is Tahoe Center for a Sustainable Future (hereafter the "Center" or the "corporation").

1.2 Purposes. The corporation is organized exclusively for charitable, scientific or educational purposes under the Nonprofit Public Benefit Corporation Law of California within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law.

The specific purposes of this corporation, within the context of the general purposes stated above, include but are not limited to providing information, support, education and training to individuals, agencies, organizations, communities and regions that are concerned about and/or working towards environmental preservation or restoration and sustainable development.

The specific purposes also include but are not limited to efforts to:

(a) Establish an information resource of people and a collection of printed, recorded and electronic materials, planning and architecture encompassing issues of environmental and watershed protection, as well as sustainable development.

(b) Support and enhance the efforts of other organizations and individuals in the region who deal with issues of the environment and sustainable development.

(c) Create and support immediate and long-term planning, strategies and solutions for sustainable development, environmental restoration and protection.

(d) Create alliances with other organizations and community representatives to insure that these strategies incorporate leading edge thinking and capabilities as well as community needs.

(e) Provide educational and training programs for sustainable development, environmental preservation, protection and restoration.

(f) Provide information, expertise and environmental protection strategies for others dealing with the issues of facilitating sustainable development.

(g) Provide and maintain facilities to further the above purposes.

1.3 Principal Office. The principal office, if any, of this corporation shall be located in the Lake Tahoe basin in El Dorado County, California, at an address to be confirmed by resolution of the board of Directors. The Secretary of the corporation shall note the address of the corporation. The Board of Directors may change the address from time to time.

1.4 Other Offices. The Board of Directors may at any time establish branch or subordinate offices and other facilities at any place or places where the corporation is qualified to do

business.

ARTICLE II: MEMBERSHIP

2.1 No Membership. This corporation shall have no members. The corporation may refer to persons of donating membership or other persons or entities associated with it as "members" even though such persons or entities are not voting members, and no such reference shall constitute any person or entity a member within the meaning of Section 5056 of the California Corporations Code.

2.2 Donating Associates: Donating associates or donating members shall be all individuals, organizations and entities which donate monies, time or information to the corporation. The specific criteria for each category of donating membership and the benefits accruing to each shall be determined by the Board of Directors.

ARTICLE III: BOARD OF DIRECTORS

3.1 Powers. The activities and affairs of the corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of a Board of Directors ("the Board" or "the Board of Directors"). The Board shall have the full powers allowed by law, and it shall set the overall policies, procedures and direction for the corporation. Provided that the activities and affairs of the corporation are conducted under the ultimate direction of the Board, the Board may delegate the management of such activities and affairs to any person or persons or committee, however composed.

3.2 Number, Qualification, and Term of Directors. Subject to the provisions of Section 3.6 below, the authorized number of directors shall be not less than five (5) nor more than twenty five (25). The authorized number of directors shall be seven (7) until changed, within the limits specified in the first sentence of this section 3.2, by a resolution duly adopted by the Board of Directors. Directors need not be residents of the State of California. The Board shall include seven (7) initial directors, whose names are set forth by the sole incorporator ("the Initial Directors"), during their initial term of office. The seven Initial Directors have been chosen from among the different categories listed below, and future directors shall also be from some or all of the following categories, which are intended to provide a diversity of views to the corporation:

(a) Public private partnerships

(b) General business organizations

(d) Environmental organizations

(e) Tourism industry

(f) Community-at-large

(g) Public sector resource management agencies

(h) Public sector planning agencies

(i) Local or regional government

(j) Entity from outside the Tahoe Truckee region

(k) Representative from Sierra Nevada bioregion outside the Tahoe Truckee region

(l) Individuals and organizations representing cultural diversity

All Directors (other than the Initial Directors) shall be designated by the Board of Directors. The Board of Directors shall consider ethnic diversity, gender, and other aspects of community composition in electing Directors. The Board of Directors shall also in good faith select members of the Board in such a way as to prevent more than twenty percent (20%) of the Board from being constituted from any one of the foregoing categories. A standard of responsiveness to the community and to adequate diversity shall also be applied.

The Initial Directors shall serve for a term extending through the 1996 annual meeting. Other directors selected or appointed by resolution of the Board of Directors following the adoption of these Bylaws, shall serve at the pleasure of the Board of Directors, but not longer than two years. If the Board of Directors so chooses, such directors may be appointed for a term which expires on the date of the annual meeting in 1995, with their successors elected at such time for a term of two (2) years. All directors shall serve for a period of up to two (2) years from the date of their selection or appointment. No Director shall serve for more than four (4) consecutive two (2)-year terms.

Each director shall have one vote. Any reduction of the number of directors authorized in the Articles of Incorporation or these Bylaws shall not remove any director prior to the expiration of such director's term of office.

3.3 Vacancies. A vacancy or vacancies in the Board shall be deemed to exist on the occurrence of one of the following:

(a) the death, resignation or removal of any director;

(b) 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 a final order of court, or convicted of a felony, or to have breached any duty under Article 3 commencing with Section 5230 of the California Nonprofit Corporation Law;

(d) the declaration by resolution of the Board of a vacancy of the office of a director, who has failed to attend three (3) or more consecutive meetings of the Board; or

(e) the increase of the authorized number of directors.

3.4 Resignation and Removal. Except as provided in this Section, any director may resign by giving written notice to the Chair, the Vice-Chair, the Secretary, or the Board of Directors of the corporation, to take effect upon the date of such notice unless the notice specifies a later time when the resignation shall take effect. Except upon notice to the Attorney General of the State of California, no director may resign where the corporation would then be left without a duly elected or appointed director or directors in charge of its affairs.

3.5 Vacancies Filled. Vacancies on the Board of Directors may be filled by a majority of the directors then in office, whether or not a quorum, or by the sole remaining director.

3.6 Restrictions on Interested Directors. Notwithstanding any other provision of these Bylaws, no person serving on the Board of Directors may at the same time serve as an employee or contractor of the corporation. In addition, not more than thirty four percent (34%) 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 or part time employee, independent contractor, or otherwise; or (b) any brother, sister, ancestor, descendant, spouse, brother in law, sister in law, son in law, daughter in law, mother in law, or father in law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the corporation.

ARTICLE IV: MEETINGS

4.1 Regular Meetings. The Board of Directors shall establish a schedule of regular meetings of the Board; but such meetings may be rescheduled by the Chair (or by an officer acting for the Chair in the Chair's absence) by notifying directors in accordance with paragraph (a) below. Regular meetings shall be held at least semi annually and shall be open to the public.

(a) A written notice of the place and time for each regular meeting of the Board shall be delivered or mailed to each director at least 10 days before the date of the meeting and may be part of the minutes of the prior meeting.

(b) Meetings of the Board may be held at any place within the State of California or the State of Nevada which has been designated in the meeting notice; or, if the notice does not state, at such location as has been designated from time to time by resolution of the Board. Notwithstanding the above, a regular or special meeting of the Board may be held at any place consented to in writing by all the directors, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting.

(c) Any meeting, regular or special, may be held by conference telephone or similar communications equipments, as long as all directors participating in such meeting can hear one another. Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting.

4.2 Special Meetings. Special meetings of the Board may be called by the Chair, or by any two (2) directors, by twenty four (24) hours' advance notice delivered in person or by telephone, telegraph or telefax to each of the directors, or mailed by first class mail at least four (4) days prior to any such special meeting. The notice need not specify the purpose of the special meeting.

4.3 Annual Meeting. The annual meeting of the Board of Directors shall be held in the Lake Tahoe Basin in October of each year and shall be open to the public.

4.4 Waiver of Notice. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though taken at a meeting duly held after regular call and notice, provided: (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 hold 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 protest before or at its commencement about the lack of adequate notice.

4.5 Adjournment. A majority of the directors present, whether or not the directors present constitute a quorum, may adjourn any meeting to another time and place. Notice of any adjournment to another time or place 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 to the directors who were not present at the time of the adjournment.

4.6 Quorum. A majority of the directors then in office, or three directors, whichever is more, shall constitute a quorum for the transaction of any business. Subject to the provisions of Article IX, 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. A meeting at which a quorum is initially present may continue to transact business notwithstanding the subsequent loss of a quorum, provided that any action taken is approved by at least a majority of the required quorum for such meeting.

4.7 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such directors. For the purposes of this section only "all members of the Board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Corporation law.

ARTICLE V: COMMITTEES AND ADVISORS

5.1 Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the number of directors then in office, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board (hereafter, "committees of directors"). Appointments to all committees of directors shall be by majority vote of the directors then in office. A committee which includes a member who is not a director shall only be an advisory committee to the Board.

Notwithstanding any other provision of these bylaws, a majority of the members of each such committee, but in any case not less than two, shall constitute a quorum for conducting business.

5.2 Executive Committee. The Board of Directors may, by resolution adopted by a majority of the number of directors then in office, create an executive committee, consisting of at least three (3) directors, and such other persons as the Board shall see fit to appoint; provided that, at all times a majority of the members of the executive committee shall be directors of the corporation. Appointments to the executive committee shall be by majority vote of the directors then in office.

The Executive Director, if any, of the corporation may also be a member of the Committee.

Notwithstanding section 5211(a) of the California Corporations Code and any other provision of these Bylaws, three (3) members of the executive committee shall constitute a quorum for conducting business.

5.3 Authority of Committees of Directors and Executive Committee. The executive committee, and any committee of directors, to the extent provided in the resolution creating such committee, shall have all the authority of the board, except that no such committee, regardless of board

resolution, may:

1. Fill vacancies on the Board of Directors, the executive committee, or any committee of directors;

2. Fix compensation of the directors for serving on the Board or on any committee;

3. Amend or repeal the Bylaws or adopt new Bylaws;

4. Amend or repeal any resolution of the Board unless, by its express terms, it is thus amendable or repealable;

5. Appoint any other committees of the Board or the members of those committees;

6. Expend corporate funds for any purpose without the express authorization of the Board; provided that the executive committee, if any, may expend funds within the limits of any budget or spending resolution approved by the Board;

7. Notwithstanding (6) above: approve any transaction (a) to which the corporation is a party and in which one or more directors has a material financial interest; or (b) between the corporation and one or more of its directors.

Any committee exercising delegated authority of the Board of Directors shall regularly notify the Board of its deliberations and actions.

5.4 Meetings of Committees of Directors and of the Executive Committee. Except as otherwise specifically provided herein, meetings and actions of committees of directors, and of the executive committee, shall be governed by and held and taken in accordance with the provisions of Article III 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 of directors may be determined either by resolution of the Board of Directors or by resolution of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board may adopt rules for the governance of any committee not inconsistent with the provisions of these Bylaws.

5.5 Other Committees. The Chair or the Board may appoint other committees to advise the Corporation regarding the development of the organization's programs; the management, improvement, and restoration of real property; and such other matters as the Board may see fit. Such committees shall include at least one director, and shall set their own rules, including meeting and quorum requirements. The Chair or the Board may also appoint an Advisory Committee which may provide a broader perspective to the corporation and an outreach to other organizations than may be feasibly represented on the Board at any time.

5.6 Advisors to the Board. The Board may establish advisors to the Board for such purposes as it shall decide. Such advisors need not be a committee, nor be required to serve on a committee.

ARTICLE VI: OFFICERS

6.1 Officers. The officers of this corporation shall be a Chairman of the Board ("the Chair"), one or more Vice Chairs, a chief financial officer ("the Treasurer"), and a Secretary. The corporation may also have, at the discretion of the directors, such other officers as the directors shall deem fit, including any or all of the following: an Executive Director; an Assistant Secretary; and an assistant to the chief financial officer ("Assistant Treasurer"). Multiple offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the Chair.

The Chair, Vice-Chair(s) and Treasurer of the corporation shall be elected from among the members of the Board of Directors, and may serve in their respective offices only while they remain members of the Board of Directors."

6.2 Election. The officers of this corporation shall be chosen annually by the directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

6.3 Removal. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors at any meeting of the Board.

6.4 Resignation. Any officer may resign at any time by giving written notice to this corporation. Any resignation shall take effect at the date of the receipt of that notice, or at any later time specified by 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 this corporation under any contract to which the officer is party.

6.5 Vacancies. A vacancy in any office for any reason shall be filled in the manner described in these Bylaws for regular appointments to that office.

6.6 Chair. The Chair shall (a) preside at all meetings of the Board of Directors; and (b) shall have such other powers and duties as may be prescribed by the Board of Directors or by the Bylaws.

6.7 Vice-Chair. In the absence of the Chair, the/a Vice Chair shall preside (a) at all meetings of the Board of Directors; and (b) shall, subject to the control of the Board of Directors, have the powers and duties of the Chair.

6.8 Secretary. The Secretary (a) shall keep a full and complete record of the proceedings of the directors; (b)shall keep the seal of the corporation and affix the same to such papers and instruments as may be required in the regular course of business; (c) shall give or serve such notices as may be proper or necessary; (d) shall supervise the keeping of the books of the corporation; and (e) shall discharge such other duties as pertain to the office or as prescribed by the directors.

6.9 Chief Financial Officer (Treasurer). The Treasurer (a) shall have charge and custody of all funds of the corporation; (b) shall deposit such funds in the manner required by the Board of Directors; (c) shall keep and maintain adequate and correct accounts of the corporation's properties and business transactions; (d) shall render reports and accountings as required; and (e) shall discharge such other duties as pertain to the office or as prescribed by the directors.

6.10 Executive Director. The Executive Director shall, subject to the control of the Board of Directors, generally supervise, direct and control the business of the corporation and shall have the general powers and duties of management as provided by the Board of Directors. The other officers of the corporation shall be under the control and direction of the Board. The Board may elect to include the Executive Director as a non-voting member of the Board.

6.11 Compensation. Compensation of the officers may be set at reasonable amounts by the Board of Directors.

ARTICLE VII: INDEMNIFICATION, STANDARD OF CARE

7.1 Definition of Terms. For purposes of this Article VII, "agent" means any person who is or was a director, officer, employee or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic enterprise; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under these Bylaws.

7.2 General Standard of Care. A director shall perform the duties of a director, including duties as a member of any committee of the Board on which the director may serve, in good faith, in a manner such director believes to be in the best interests of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.

In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by:

(a) one or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented;

(b) counsel, independent accountants or other persons as to matters which the director believes to be within such person's profession or expert competence; or

(c) a committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence; so long as in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.

A person who performs the duties of a director in accordance with the foregoing shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat the public and charitable purposes to which the corporation, and assets held by it, are dedicated.

Any agent other than a director of this corporation shall use a similar standard of care adapted to such agent's position and responsibilities as may be necessary to carry out the intent of this provision.

7.3 Non-Liability of Directors for Corporate Debts or Obligations. The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

7.4 Mandatory Indemnification by Corporation of Agents. To the extent that a person who is, or was, an agent of this corporation, has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation, but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

7.5 Permissive Indemnification by Corporation of Agents. Except as provided in Section 7.4 above, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification for the agent is proper in the circumstances because the agent has met the applicable standard of care set forth in Section 7.2, by (i) a majority vote of the directors then in office who are not parties to such proceeding, provided, however, that no indemnification shall be made in any circumstance where it appears that it would be inconsistent with 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 that it would be inconsistent with any condition expressly imposed by a court in approving a settlement; or (ii) the court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering service in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

7.6 Advances. Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article; provided, however, that no advance shall be made in any circumstance where it appears that it would be inconsistent with 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 that it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

7.7 Expenses as a Witness. To the extent that any agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any proceeding, he or she shall be indemnified against all costs and expenses actually and reasonable incurred by him or her on his or her behalf in connection therewith.

7.8 Severability. Each and every paragraph, sentence, term and provision of this Article is separate and distinct so that if any paragraph, sentence, term or provision hereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, lawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Article may be modified by a court of competent jurisdiction to preserve its validity and to provide the claimant with, subject to the limitations set forth in this Article and any agreement between the corporation and such claimant, the broadest possible indemnification permitted under applicable law.

7.9 Effect of Repeal or Modification. Any repeal or modification of this Article shall not adversely affect any right of indemnification of an agent of the corporation acting as such at the time of such repeal or modification with respect to any action or omission occurring prior to such repeal or modification.

7.10 Insurance for Corporate Agents. 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 of law relating to self dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

7.11 Investments. Except with respect to assets held for use or used directly in carrying out this corporation's charitable activities, in investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the corporation's investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of this corporation's capital. The provisions of Section 7.2 above, shall apply to this Subsection.

7.12 Prohibited Transactions.

(a) Loans. This corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

(b) Self-Dealing Transactions. The Board shall not approve a self dealing transaction. A self-dealing transaction is one to which the corporation is a party and in which one or more of the directors has a material financial interest.

(c) Compensation. At all times, at least sixty-six (66%) of the directors shall be persons who have not been compensated within the previous twelve (12) months, by this corporation for services performed for this corporation. In this Section the term "persons" includes individuals related by blood or marriage.

ARTICLE VIII: RECORDS AND REPORTS

8.1 Maintenance of Corporate Records. The corporation shall keep at its principal office the original copy of its Articles of Incorporation and Bylaws as amended to date, together with the accounting books and records and minutes of proceedings of the Board and committees. The minutes shall be kept in written or typed form and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed or printed form.

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

8.3 Reports to Directors. The Treasurer shall furnish a written report annually to all directors of this corporation containing the following information:

(a) The assets and liabilities, including the trust funds, of this 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 this corporation, both unrestricted and restricted for particular purposes, for the fiscal year;

(d) The expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year;

(e) Any information required by Section 6322 of the California Nonprofit Corporation Law, including but not limited to the following: any transaction during the previous fiscal year involving Five Thousand Dollars ($5,000) or more between this corporation and in which any director or officer of the corporation was a party must be reported. The report must disclose the names of the interested persons involved in such transaction, stating such person's relationship to the corporation, the nature of such person's interest in the transaction; and, where practicable, the amount of such interest; and

(f) The amount and circumstances of any indemnification(s) or advance(s) aggregating more than Two Thousand Dollars ($2,000) paid or payable during the fiscal year to any officer or director of the corporation.

The report required by this Section shall be accompanied by a report thereon of independent accountants, or if there is no such report, the certificate of the Treasurer or other authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

ARTICLE IX: NONPARTISAN ACTIVITIES

This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the charitable purposes described above, and it shall be nonprofit and nonpartisan. This corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article I of these Bylaws. No substantial part of the activities of this corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation or any cause or measure being submitted to the people for a vote. The corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office.

ARTICLE X: 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 shall be distributed and paid over to an organization dedicated to charitable purposes, provided that the organization has established and maintained the tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE XI: MISCELLANEOUS

11.1 Fiscal year. The fiscal year of this corporation shall end each year on December 31.

11.2 Corporate Seal. This corporation may have a seal which shall be specified by resolution of the Board of Directors. The seal may be affixed to all corporate instruments, but failure to affix it shall not affect the validity of the instrument.

11.3 Contracts. All contracts entered into on behalf of this corporation in excess of $250 per month must be authorized by the Board of Directors.

11.4 Execution of Checks. Except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of the corporation in excess of $100 shall be signed by two individuals authorized by the Board of Directors.

ARTICLE XII: CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions of 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.

ARTICLE XIII: AMENDMENTS

13.1 Amendments of Articles of Incorporation. Proposed amendments to the corporation's Articles of Incorporation must be submitted in writing to the directors at least one (1) month in advance of the Board meeting at which they will be considered for adoption. The vote of two-thirds (2/3) of the directors then in office shall be required to adopt an amendment to the Articles of Incorporation.

13.2 Amendments to Bylaws. Proposed amendments to these Bylaws must be submitted in writing to the directors at least fourteen (14) days in advance of the Board meeting at which they will be considered for adoption. The vote of a majority of the directors then in office shall be required to adopt an amendments to these Bylaws or to repeal them.

ARTICLE XIV: NON-DISCRIMINATION

The officers, directors, committee members, and employees of this corporation and the persons served by this corporation shall be selected entirely on a non-discriminatory basis, without regard to age, sex, race, color, ancestry, religion, sexual preference or national origin.

CERTIFICATE OF SECRETARY

The undersigned, Secretary of the Tahoe Center for a Sustainable Future, a California nonprofit public benefit corporation, hereby certifies that the foregoing is a true and correct copy of the Bylaws of said corporation, adopted by the Board of Directors on _______________, 199_ with all amendments to the date of this certificate.

WITNESS the signature of the undersigned and, if available at such time or later when available, the seal of the corporation on this ________ day of ___________________, 1995.

By:___________________________

_____________, Secretary