BYLAWS OF
STATEWIDE CALIFORNIA ELECTRONIC LIBRARY CONSORTIUM, INC.

ARTICLE I

Corporate Name, Offices and Fiscal Year

Section 1.01 Corporate Name. The name of this California Public Benefit Corporation is Statewide California Electronic Library Consortium, Inc. (the “Corporation”).

Section 1.02 Principal Office. The principal office of the “Corporation” is located in Los Angeles County, California. The Corporation's principal office can be located outside such county only by majority vote of the Board of Directors and not otherwise.

Section 1.03 Change of Address. The Board of Directors (sometime referred to as “the Board”) may change the principal office of the Corporation from one location to another within Los Angeles County by noting the address change and effective date in the spaces provided below until filled. Thereafter, address changes are to be noted in the Change of Address Form attached to these Bylaws as Exhibit “A.” Such address changes shall not be deemed an amendment of these Bylaws:

Address of Principal Office	City	Effective Date
No. 1		20___
No. 2		20___
No. 3		20___

Section 1.04 Other Offices. The Corporation’s Board of Directors may designate, from time to time, other offices for the Corporation at other places within California, or at those places outside of California where the Corporation is qualified to do business.

Section 1.05 Fiscal Year of the Corporation. The Board of Directors shall designate and in its discretion, may change the fiscal year of the Corporation.

ARTICLE II

Purposes and Objectives

Section 2.01 Purposes of Corporation. The Corporation is organized for the specific purpose of establishing, operating and promoting a resource sharing and information services network for research and\or post secondary academic libraries of private, non-profit institutions within and outside the State of California.

Section 2.02 Public Benefit Corporation Status. This Corporation is a public benefit corporation organized under Sections 5110 - 6910 of the California Non-Profit Public Benefit Corporation Law for charitable purposes and is not organized for the private gain of any person.

Section 2.03 Federal Tax Exempt Status. The Corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provisions of these Bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this Corporation and shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2.04 Property of Corporation. The income, assets and property of the Corporation are irrevocably dedicated to charitable purposes meeting the requirements of Section 214 of the California Revenue and Taxation Code. No part of the net income, assets or property of the Corporation shall inure to the benefit of any director, officer or person. On the dissolution or winding up of the Corporation, the assets remaining after payment or provision for payment of all debts and liabilities of the Corporation, shall be distributed to a non-profit fund, foundation or corporation organized and operated exclusively for charitable purposes meeting the requirements of Section 214 of the California Revenue and Taxation Code, and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

Section 2.05 No Lobbying. No substantial part of the Corporation’s activities shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Internal Revenue Code Section 501(h). The Corporation shall not participate or intervene in, nor publish or distribute statements, in any political campaign on behalf of any candidate for public office.

Section 2.06 Compliance with Private Foundation Restrictions. The Corporation shall implement those preventive measures and steps necessary to avoid the adverse tax consequences or penalties that the Corporation may incur during any period or periods that the Corporation is deemed to be a “private foundation” as defined in Section 509 of the Internal Revenue Code. To this end, the Corporation: (i) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code; (ii) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (iii) may not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (iv) shall not make any investments in a manner as to subject it to tax under Section 4944 of the Internal Revenue Code; and (v) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Section 2.07 Corporation Without Section 5056 Members. The Corporation shall have no statutory (voting) members within the meaning of the Section 5056 of the California Non-Profit Public Benefit Corporation Law. The Corporation may, however, have one or more classes of advisory members or non-statutory (non-voting) members with only those rights and obligations as the Board finds appropriate.

Section 2.08 Construction and Definitions. Unless the context of these Bylaws requires otherwise, the general provisions, rules of construction and definitions of the California Non-Profit Public Benefit Corporation Law shall govern the construction of these Bylaws.

ARTICLE III

Corporate Governance

Section 3.01 Powers of Directors. Subject to the provisions of the California Non-Profit Public Benefit Corporation Law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken by or on behalf of the Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 3.02 Duties of Directors. Without prejudice to the general powers set forth in Section 3.01, but subject to the same limitations, the directors shall have the following powers as well as the authority to perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, including but not limited to:

a) Appointing, removing, employing and discharging all officers, agents and employees of the Corporation, prescribing their the duties and fixing their compensation, if any;

b) Supervising all officers, agents and employees of the Corporation to assure the proper performance of their duties;

c) Approving or ratifying the acts and transactions of all officers, agents and employees of the Corporation;

d) Meeting at such times and places as required by these Bylaws;

e) Registering their addresses with the Secretary of the Corporation to ensure the validity of notices of meetings sent to them at such addresses;

f) Conducting, managing and controlling the affairs, business, transactions, contracts, services and activities of the Corporation, including the implementation of corporate policy, rules and regulations for such purpose and the appointment of Board of Director committees;

g) Borrowing money and incurring debt on behalf of the Corporation, executing and delivering, for corporate purposes and in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities; and

h) Approving a contract or transaction for the dissolution or merger of the Corporation or for the sale of substantially all the assets of the Corporation.

Section 3.03 Compensation. Directors shall serve without compensation except that directors may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3.02 of this Article. Directors may not be compensated for rendering services to the Corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 3.04 of this Article.

Section 3.04 Restriction Regarding Interested Directors. Notwithstanding any other provision of these Bylaws, not more than forty‑nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section 3.04, "interested persons" means either:

a) Any person currently being compensated by the Corporation for services rendered to the Corporation within the previous twelve (12) months, whether as a full‑time or part‑time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; 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.

Section 3.05 Performance of Duties. A director shall perform his or her duties as a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 3.06 Reliance on Others. In performing, his or her duties as 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 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 professional or expert competence; or

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

Section 3.07 Non‑Liability for Debts. The directors shall not be personally liable for the debts, liabilities or other obligations of the Corporation.

Section 3.08 Non-Liability of Director or Officer. Except for self-dealing transactions prescribed in Section 5233 of the California Non-Profit Public Benefit Corporations Law, a person who performs his or her duties as a director in accordance with Sections 3.05 and 3.06 of these Bylaws shall have no liability based upon any alleged failure to discharge that person’s obligations as director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat the Corporation’s public or charitable purpose.

ARTICLE IV

Board of Directors, Board Meetings and Advisory Members

Section 4.01 Number of Directors. The Corporation shall have not less than twenty-two (22) and not more than twenty-eight (28) directors, including the President (Executive Director), the Treasurer and the Secretary. The exact number of directors, within the limits specified, shall be that as may be designated by majority approval of the Board of Directors, from time to time. The directors on the Board collectively shall be known as the Board of Directors. A change in the minimum or maximum number of directors, or the conversion of the Board from a variable number to a fixed number of directors may be made by amendment of these Bylaws, or by repeal of these Bylaws and adoption of new Bylaws, as provided in these Bylaws.

Section 4.02 Board of Directors. The President (Executive Director), the Treasurer and the Secretary shall be standing directors of the Board of the Directors. Except as to the standing directors and the initial directors of the Corporation, all other directors on the Board, including the Chairperson and Vice-Chairperson, shall be nominated, selected and appointed according to the criteria and guidelines proposed by the Nominations Committee (See Section 6.03) and approved by the Board, from time to time.

Section 4.03 Selection of the Board of Directors. The Board of Directors shall appoint a committee to nominate qualified candidates for appointment to the Board at least ninety (90) days before the date set for the selection of directors. If the Corporation has no directors, then the President (Executive Director) shall appoint such committee. At least fifteen (15) days before the date set for the selection of directors, the Nominations Committee shall present its list of qualified candidates and report as to each candidate to the Secretary of the Corporation (See Sections 4.22 and 5.08). The Secretary shall then forward this list of qualified candidates and report as to each candidate, along with the notice of meeting required by these Bylaws, to each director on the Board.

Section 4.04 Term of Director. Each director selected to serve on the Board shall hold office for a term of three (3) years or until his or her removal, death or resignation. A director may be re-selected to serve an additional three-(3) year term, but cannot serve for more than six (6) consecutive years as a director. The Board may provide for staggered terms for directors selected to serve on the Board, the mechanics for which shall be determined by the Board of Directors, from time to time.

Section 4.05 Term of Chairperson and Vice-Chairperson. The Chairperson and Vice-Chairperson shall each serve a one-(1) year term of office. At the end of the Chairperson’s term, the Chairperson shall resign to become the Past Chairperson. At the end of the Vice-Chairperson’s term, the Vice-Chairperson shall succeed to the office of Chairperson and a qualified candidate shall be selected for the position of Vice-Chairperson.

Section 4.06 Vacancies. A vacancy on the Board of Directors shall exist on the death, resignation or removal of any director and\or whenever the number of authorized directors is increased. Vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum: (i) by the unanimous written consent of the directors then in office, (ii) by the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Article IV of these Bylaws; or (iii) by the sole remaining director. A person selected to fill a vacancy as provided by this Section 4.06 shall be an interim director and shall hold office until the next selection of directors or until his or her death, resignation or removal from office.

Section 4.07 Removal of Director. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 et seq. of the California Non-Profit Public Benefit Corporation Law. Directors may be removed without cause by a majority of the directors then in office.

Section 4.08 Resignation of Director. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President (Executive Director), the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If a director’s resignation is effective at a later time, the Board may select an interim director to serve as of the date when the resignation becomes effective. Except upon prior written notice to the California Attorney General, no director may resign if the Corporation would be left without any duly elected director or directors in charge of its affairs.

Section 4.09 Place of Board Meetings. Meetings of the Board of Directors shall be held at the principal office of the Corporation unless otherwise provided by the Board or at such place within or outside the state of California, which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the Corporation shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the Corporation or after all Board members have been given written notice of the meeting as hereinafter provided for in special meetings of the Board. Any meeting, annual, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another.

Section 4.10 Annual Board of Directors Meeting. The Board of Directors, in its discretion, shall designate a place, date and hour for the annual meeting of the Board of Directors. If the date designated falls on a legal holiday, the annual meeting shall be held at the same hour and place on the next business day. At the discretion of the Board of Directors, advisory members of the Corporation, if any, may attend the annual meeting of the Board of Directors.

Section 4.11 Other Regular Meetings. Other regular meetings of the Board of Directors shall be held at least quarterly, as designated from time to time, by resolution or majority vote of the Board of Directors. At the discretion of the Board of Directors, advisory members of the Corporation, if any, may attend the other regular meeting of the Board of Directors.

Section 4.12 Special Meetings. Special meetings of the Board of Directors may be called by the President (Executive Director), the Chairperson, the Vice-Chairperson or the Secretary, or in their absence, by any two directors. Special meetings shall be held at the place, within the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Corporation. At the discretion of the Board of Directors, advisory members of the Corporation, if any, may attend special meetings of the Board of Directors.

Section 4.13 Annual Business Meeting for Advisory Members. The Board of Directors, in its discretion, shall designate a place, date and hour for an annual business meeting of the Corporation’s advisory members, if any. If the date designated falls on a legal holiday, the annual business meeting shall be held at the same hour and place on the next business day.

Section 4.14 Notice of Meetings to Directors. Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice if sent by first‑class mail or upon forty‑eight (48) hours' notice if notice is sent by telegraph, personal delivery, overnight or express mail, telephone, facsimile or electronic mail. If sent by mail or telegraph, the notice shall be deemed delivered as of the date deposited in the mails or delivered to the telegraph company. Unless a director provides prior written notice to the Corporation to the contrary, notices shall be sent to each director at the address, telephone, facsimile number and\or e-mail address shown on the books of the Corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty‑four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty‑four (24) hours from the time of the original meeting.

Section 4.15 Notice of Meetings to Advisory Members. The Board of Directors, in its discretion, shall determine from time to time, if and when it will provide notice of all or some of its meetings to the advisory members of the Corporation, if any. Any such notice given to advisory members shall be sent to such person at the address, telephone, facsimile number and\or e-mail address shown on the books of the Corporation.

Section 4.16 Contents of Notice. Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

Section 4.17 Waiver of Notice and Consent to Holding Meetings. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.18 Quorum for Meetings. A majority of the authorized number of directors of the Board shall constitute a quorum for the transaction of any business except adjournment. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 4.19 Adjournment for Lack of Quorum. When a meeting is adjourned for lack of a quorum, no notice need be given of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as required by Section 4.12 of this Article IV.

Section 4.20 Loss of Quorum. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business despite the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, if any action thereafter taken is approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, by the Articles of Incorporation or by the Bylaws of this Corporation.

Section 4.21 Majority Action as Board Action. 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 the act of the Board of Directors, unless the Articles of Incorporation, the Bylaws of this Corporation, or the provisions of the California Non-Profit Public Benefit Corporation Law, particularly those provisions relating to the appointment of committees (Section 5212), the approval of contracts or transactions in which a director has a material financial interest (Section 5233) and the indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of the matter by the Board.

Section 4.22 Conduct of Meetings. The Chairperson, if one is designated or present at the meeting, shall preside over the meetings of the Board of Directors. If a Chairperson is not present at the meeting or if he or she is unwilling to or refuses to preside over the meeting, then the Vice-Chairperson shall preside. If a Vice-Chairperson is not present at the meeting and no other person is then designated to preside as Chairperson, then the President (Executive Director) of the Corporation shall preside. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Section 4.23 Procedural Rules. Meetings of the Board shall be governed by such rules as the Board may adopt or revise from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provisions of law.

Section 4.24 Action By Unanimous Written Consent Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting if all directors of the Board, individually or collectively, consent in writing to such action. For the purposes of this Section 4.22 only, "all directors of the Board" shall not include any "interested director" as defined in Section 5233 of the California Non-Profit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. An action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to the action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this Corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

Section 4.25 No Members. As a Corporation with no voting members and pursuant to Section 5310(b) of the California Non-Profit Public Benefit Corporation Law, any action which would otherwise require approval by a majority of all members or approval by the members under the law, shall only require the approval of the Board of Directors.

ARTICLE V

Officers of the Corporation

Section 5.01 Number of Officers. The Corporation shall have a President (Executive Director), a Secretary, a Treasurer (often referred to by outside parties as a Chief Financial Officer) and a Chairperson and Vice-Chairperson (from its Board of Directors) as officers of the Corporation. The Corporation may also have, as determined by the Board of Directors, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may concurrently serve as the President (Executive Director) or Chairperson of the Board.

Section 5.02 Qualification, Election and Term of Office. Any person may serve as officer of this Corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 5.03 Subordinate Officers. The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Section 5.04 Removal and Resignation. The Board of Directors may remove any officer, either with or without cause,, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President (Executive Director) or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section 5.04 shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the Corporation.

Section 5.05 Officer Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President (Executive Director), such vacancy may be filled temporarily by appointment by the President (Executive Director) until such time as the Board shall fill the vacancy. Vacancies occurring in the offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

Section 5.06 Duties of President. The President (Executive Director) shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. If the Board has no Chairperson or Vice-Chairperson present at its meeting and no other person at such meeting is then designated to preside as Chairperson, then the President (Executive Director) shall preside. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the President (Executive Director) shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

Section 5.07 Duties of Vice-President. The Board may appoint the Chairperson or another, whether then serving as a director or officer of the Corporation or not, to serve as Vice-President. During the President (Executive Director)’s absence or in the event of President (Executive Director)’s inability or refusal to act, the Vice-President shall perform all the duties of the President (Executive Director) and when so acting, shall have all the powers of and be subject to all the same restrictions. The Vice-President shall have such other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed from time to time by the Board of Directors.

Section 5.08 Duties of Secretary. In general, the Secretary shall perform all duties incident to the office of Secretary, shall serve as secretary of all meetings of the Board and shall perform all such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, as well as those which may be assigned to him or her from time to time by the Board of Directors, including but not limited to:

a) Certifying and keeping at the principal office of the Corporation the original, or a copy of these Bylaws as amended or otherwise altered to date;

b) Keeping at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of the Board, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;

c) Ensuring that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

d) Being custodian of the records and of the seal of the Corporation and ensuring that the seal is affixed to all duly executed documents, the execution of which documents, on behalf of the Corporation under its seal is authorized by law or these Bylaws; and

e) Exhibiting at all reasonable times to any director of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the corporate book and the minutes of the proceedings of the directors of the Corporation.

Section 5.09 Duties of Treasurer. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors, including but not be limited to:

a) Taking charge and custody of, and being responsible for, all funds and securities of the Corporation, and depositing all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;

b) Receiving and giving receipt for monies due and payable to the Corporation from any source whatsoever;

c) Disbursing, or causing to be disbursed, the funds of the Corporation as may be directed by the Board of Directors and taking proper vouchers for such disbursements;

d) Keeping and maintaining adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;

e) Exhibiting at all reasonable times the books of account and financial records to any director of the Corporation, or to his or her agent or attorney, on request for such;

f) Rendering to the President (Executive Director) and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation; and

g) Preparing or causing to be prepared, among other required reports, the Annual Report, the Annual Statement of Specific Transactions and financial statements of the Corporation, and certifying or causing to be certified, the financial statements to be included in such or any other required reports.

Section 5.10 Compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation, provided, however, that such compensation paid a director for serving as an officer of this Corporation shall only be allowed if permitted under the provisions of Article III, Section 3.04 of these Bylaws. In all cases, any salaries received by officers of this Corporation shall be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the charitable or public purposes of this Corporation.

ARTICLE VI

Board of Director Committees

Section 6.01 Executive Committee. The Board of Directors may, by a majority vote of directors, designate two (2) or more of its directors (who may also be serving as officers of this Corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except with respect to:

a) The filling of vacancies on the Board or on any committee which has the authority of the Board;

b) The fixing of compensation of the directors for serving on the Board or on any committee;

c) The amendment or repeal of Bylaws or the adoption of new Bylaws;

d) The amendment or repeal or any resolution of the Board which by its express terms is not subject to amendment or repeal;

e) The appointment of committees of the Board or the members of such committees;

f) The expenditure of corporate funds to support a nominee for director if more people are nominated for director than can be elected; and

g) The approval of any transaction to which this Corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Non-Profit Public Benefit Corporation Law.

Section 6.02 Changes to Executive Committee. By a vote of its directors then in office, the Board may at any time revoke or modify any or all of the authority delegated to the Executive Committee, increase or decrease, but not below two (2), the number of its committee members, and appoint directors on the Board to fill the vacancies therein. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

Section 6.03 Nominations Committee. The Board of Directors may, by a majority vote of directors, designate two (2) or more of its directors (who may also be serving as officers of this Corporation) to serve as a committee (“Nominations Committee”) for the nomination and selection of qualified candidates for director positions on the Board of Directors, and\or to assist the Board in locating qualified candidates for appointment to other positions in the Corporation.

Section 6.04 Other Committees. The Corporation shall have such other committees as the Board of Directors may designate by resolution, from time to time. Such other committees may consist of persons who are not directors of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.

Section 6.05 Meetings and Action of Committees. Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its directors, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also fix the time for special meetings of committees. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE VII

Execution of Instruments, Deposits and Funds

Section 7.01 Execution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 7.02 Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the President (Executive Director) of the Corporation.

Section 7.03 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 7.04 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this Corporation.

ARTICLE VIII

Corporate Records, Reports and Seal

Section 8.01 Maintenance of Corporate Records. At its principal office in the State of California, the Corporation shall keep and maintain available at all reasonable times during office hours for inspection by the directors of the Corporation all of the following:

a) The minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; and

c) A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date.

Section 8.02 Corporate Seal. The Board of Directors may adopt, use, and at will, alter a corporate seal. The seal shall be kept at the principal office of the Corporation. The failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 8.03 Directors' Inspection Rights. 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.

Section 8.04 Right To Copy and Make Extracts. Any inspection under the provisions of Section 8.03 of this Article VIII may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

Section 8.05 Annual Report. The Treasurer shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the Corporation's fiscal year to all directors of the Corporation. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

Section 8.06 Contents of Annual Report. The Annual Report shall include but not be limited to following information in appropriate 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 Section 8.07 of this Article VIII.

Section 8.07 Annual Statement of Specific Transactions. The Treasurer shall cause an Annual Statement of Specific Transactions to be furnished not later than one hundred and twenty (120) days after the close of the Corporation's fiscal year to all directors of the Corporation. The Annual Statement shall briefly describe the amount and circumstances of any indemnification or transaction in which the Corporation, its parent or subsidiary, was a party, and in which a direct or indirect material financial interest was held: (i) by any director or officer of the Corporation, or of its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or (ii) by a holder of more than ten percent (10%) of the voting power of the Corporation, its parent or its subsidiary. Unless not otherwise required by the Board of Directors, the Treasurer shall also include in such Annual Statement:

a) Any transaction during the previous fiscal year involving more than Fifty Thousand Dollars ($50,000) or in which one of a number of transactions with the same persons involved, in the aggregate, totals more than Fifty Thousand Dollars ($50,000); and

b) Any indemnifications or advances paid during the previous fiscal year to any director or officer, which in aggregate, involved more than Ten Thousand Dollars ($10,000), except that no such statement need be made if such indemnification was approved by the directors pursuant to Section 5238(e)(1) of the California Non-Profit Public Benefit Corporation Law.

Section 8.08 Contents of Annual Statement of Specific Transactions. Any statement required by Section 8.07 shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the Corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

Section 8.09 Registration as a Charity. The Corporation shall register as a charitable organization and file financial statements with the California Attorney General Registry of Charitable Trusts (“Registry”) within six (6) months receipt of assets for charitable purposes and shall thereafter file financial reports for all future accounting periods with such Registry. The Corporation, shall also annually register and file a Registration\Renewal Fee Report (RRF-1) with the Registry not later than four (4) months and fifteen (15) days after the close of the Corporation’s fiscal year.

ARTICLE IX

Prohibited Transactions

Section 9.01 Prohibition Against Sharing Corporate Profits. No member, director, officer, employee, or other person connected with this Corporation, or any private individual, shall receive any net earnings or pecuniary profit from the operations of the Corporation, provided, however, that: (i) this provision shall not prevent the payment of reasonable compensation to any person for services performed for the Corporation in effecting any of the Corporation’s public or charitable purposes; and (ii) the payment of such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors.

Section 9.02 Prohibition Against Receiving Corporate Assets. No member, director, officer, employee, or other person connected with this Corporation, or any private individual, shall be entitled to share in the distribution of and shall not receive any of the corporate assets upon the dissolution of the Corporation. All directors of the Corporation shall be deemed to have expressly consented and agreed that upon dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this Corporation and not otherwise.

Section 9.03 Prohibition Against Loans or Guarantees. The Corporation shall not lend any money or property to nor guarantee the obligation of any director or officer without the approval of the California Attorney General. The Corporation may, however, advance money to a director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the Corporation.

Section 9.04 Prohibition Against Self-Dealing. The Board of Directors shall not cause the Corporation to enter, directly or indirectly, into any contract or transaction with any director of this Corporation or with any corporation, firm, association, or other entity in which one or more directors of this Corporation has a material financial interest or in which one or more directors of the Corporation are otherwise involved, unless all of the following apply:

a) The material facts regarding the financial interest of such director (s) in the contract or transaction or the involvement or financial interest of such director (s) in the other corporation, firm, association are fully disclosed in good faith and noted in the minutes, or are known to all directors of the Board prior to the Board’s consideration of such contract or transaction;

b) Before authorizing or approving the transaction, the Board considers and in good faith decides after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances;

c) A majority of the Board by a vote sufficient for that purpose, without counting the votes of the interested directors, authorizes or approves the contract or transaction in good faith; and

d) The transaction is in fact fair and reasonable to the Corporation at the time of its entry and the transaction is entered into for the Corporation’s benefit.

ARTICLE X

Indemnification and Insurance

Section 10.01 Non-Liability of Volunteer Director or Officer. Except for those transactions defined in Sections 5233 and 5237 of the California Non-Profit Corporations Code and any action or proceeding brought by the California Attorney General, a volunteer director or volunteer executive officer of the Corporation shall have no personal liability to a third party for monetary damages caused by the negligent act or omission of that person in the performance of that person’s duties as a director or executive officer if:

a) The act or omission was within the scope of that person’s duties as a director or executive officer of the Corporation;

b) The act or omission was performed in good faith;

c) The act or omission was not reckless, wanton, intentional or grossly negligent; and

d) Damages caused by the act or omission are covered pursuant to a liability insurance policy issued to the Corporation (either in the form of a general liability policy or director and officer’s liability or issued personally to the director or executive officer) or the Board made all reasonable efforts in good faith to obtain such liability insurance but was unsuccessful or unable to obtain such liability insurance.

Section 10.02 Indemnification of Directors, Officers, Employees and Other Agents. To the full extent allowed by and in accordance with the requirements of Section 5238 of the California Non-Profit Public Benefit Corporation Law, the Corporation shall have the right to indemnify a director, officer, employee, other agent of the Corporation (as defined in Section 5238) or person formerly occupying such position against expenses, judgments, fines, settlements and other amounts reasonably incurred or expected to be incurred in connection with any actual or threatened claim or proceeding against him or her by reason of the fact that he or she is, or was a director, officer, employee, other agent of the Corporation (as defined in Section 5238) and may advance the expenses of such person to the full extent permitted by Sections 5238(e) and (f).

Section 10.03 Insurance for Corporate Agents. To the full extent allowed by and in accordance with the requirements of Section 5238 Non-Profit Public Benefit Corporation Law, the Corporation shall have the right to purchase insurance on behalf of itself, its directors, officers, employees or other agents of the Corporation (as defined in Section 5238). The Board of Directors may adopt a resolution authorizing the purchase and maintenance of such insurance on behalf of any agent of the Corporation (including a director, officer, employee or other 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 agent, even if the Corporation would not otherwise have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Non-Profit Public Benefit Corporation Law.

ARTICLE XI

Amendment of Bylaws or Articles

Section 11.01 Amendment of Bylaws. Subject to any provision these Bylaws or of laws applying to the amendment of bylaws for public benefit corporations, the Corporation’s Bylaws and\or its provisions, may be altered, amended, or repealed and new Bylaws may be adopted or approved by the Board.

Section 11.02 Amendment of Articles. Subject to any provision these Bylaws or of laws applying to the amendment of articles of incorporation for public benefit corporations, the Corporation’s Articles of Incorporation may be altered, amended, or repealed and new Articles of Incorporation may be adopted or approved by the Board.

Section 11.03 Certain Amendments. Despite the provisions of Section 11.02 above, the Corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the Corporation has filed a "Statement by a Domestic Non‑Profit Corporation" pursuant to Section 6210 of the California Non-Profit Public Benefit Corporation Law.

Bylaws of

Statewide California Electronic Library Consortium, Inc.

A California Public Benefit Corporation

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Revised November 2001