PEOPLE FIRST
OF CALIFORNIA, INC.
OUR BYLAWS
ARTICLE 1
OFFICES

SECTION 1. PRINCIPAL OFFICE (THE MAIN OFFICE OF PEOPLE FIRST)

The principal office of the corporation of the Corporation for the transaction of business is located in Butte County.

The main office of People First of California is at 1367 East Lassen, Suite B-3, Chico, CA 95926. The home county for People First is Butte County.

SECTION 2. CHANGE OF ADDRESS (CHANGING THE MAIN OFFICE OF PEOPLE FIRST)

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

____________________ Dated: __________, 19__

____________________ Dated: __________, 19__

____________________ Dated: __________, 19__

We can only change the home county of People First of California by changing these bylaws. However, the Board of Directors of People First of California can change the address of the office from one place to another as long as it's in Butte County.

SECTION 3. OTHER OFFICES (OTHER PEOPLE FIRST OFFICES)

The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

People First of California may also have offices at other places, inside or outside of the State of California, as long as other counties and states say our corporation is okay.

ARTICLE 2
PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES (WHAT PEOPLE FIRST IS ALL ABOUT)

The primary objectives for which this Corporation shall be to:

a. Emphasize to the public at large that people with developmental challenges are people first and that their challenges are secondary;

b. Eliminate prejudice and discrimination, particularly as it may affect people with developmental challenges;

c. Defend the civil rights of people with developmental challenges;

d. Help people who may be underprivileged as a result of developmental challenges;

e. Promote people with developmental challenges having community support and the opportunity to increase social, work and living opportunities;

f. Increase the personal and economic independence and capabilities of people with developmental challenges;

g. Educate the public at large in subjects useful and beneficial people with developmental challenges;

h. Sponsor, promote and conduct activities in which persons with developmental challenges learn to speak for themselves, relate to their peers and participate in decisions which affect their lives; and,

i. Solicit and receive contributions and grants from both public and private sources for use in promoting the goals of the corporation.

Our goals are:

1. tell everyone that people with developmental disabilities are people first and that their disabilities are second;

2. give people with developmental disabilities lots of choices in their lives, like where to live and work;

3. help people with developmental disabilities who want to learn to speak for themselves and make their own decisions; and,

4. get money from members, fundraising, businesses and other places to keep People First of California going strong.

ARTICLE 3
DIRECTORS

SECTION 1. NUMBER (OF DIRECTORS)

The Corporation shall have five (5) Directors and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

People First of California shall have no more than 5 Directors and they will be called the Board of Directors. The number of Directors can only be changed by changing these Bylaws.

SECTION 2. POWERS (WHAT THE LAW SAYS ABOUT DIRECTORS)

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, 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.

The State of California and the People First of California Bylaws tell the Board of Directors what they can and cannot do.

SECTION 3. DUTIES (WHAT THE DIRECTORS CAN DO)

It shall be the duty of the Directors to:

(a) 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;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

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

(e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

It's the job of the Directors to:

1. We do what the People First Bylaws and business papers say to do.

2. We hire and fire people on the board and anyone who works for pay for People First of California.

3. We make sure anybody who is on the board or who works for pay for People First of California does what they are supposed to do.

4. We meet at the times and places as it says in these Bylaws.

5. We send out letters to our members about when our meetings will be.

SECTION 4. TERMS OF OFFICE (HOW LONG DO DIRECTORS STAY ON THE BOARD)

Except for the initial Board of Directors, two of whom shall serve one year terms, Directors shall hold office for a period of two (2) years. Elections for Directors shall be held at the annual meeting as specified in these Bylaws, and a Director shall hold office until his or her successor is elected and qualifies. After four consecutive years, or the completion of two full or partial terms of office, whichever is shorter, as a Director, an individual must leave the Board of Directors, and cannot qualify to serve as a Director for at least two full years.

Three of the first original people on the first Board of Directors were only around until the first yearly People First of California meeting. Two of the first original people on the first Board of Directors were around for one year after the first yearly People First of California meeting. Now, several people get elected to the Board of Directors each year at the annual People First of California meeting. People get elected to the Board of Directors for two years. People get elected at the annual (each year) meeting. People can only stay on the board up to four years and then they have to take a break for two years before they can get elected to the board again.

SECTION 5. COMPENSATION (PAY OF DIRECTORS)

Directors shall serve without compensation. They may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 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 6 of this Article.

Directors shall serve without pay except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 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 6 of this Article.


SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS (WHAT ABOUT DIRECTORS WHO HAVE SOME TIES TO THE CORPORATION)

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, "interested persons" means either:

(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- 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 described in subsection (a).

Not more than 2 people serving on the Board of Directors may be what is called an interested person. An "interested person" is:

1. Anyone who is now being paid by People First of California for some work that they did for People First in the last year; or

2. Anyone who is related to someone who is getting paid by People First of California for some work that they did for People First in the last year.

3. You need to wait a year, then you can get elected to the Board of Directors.

SECTION 7. PLACE OF MEETINGS (WHERE ARE MEETINGS HELD)

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place within or without 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 special meetings of the board. Any meeting, 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.

People First of California meetings should be at the office in Butte County unless the Board of Directors decides to hold it somewhere else and puts it in writing. If they don't put it in writing and still have a meeting somewhere other than the office in Butte County, all of the Board of Directors have to sign something at that meeting to say it's okay and then send it to the Secretary of the Board of Directors. You can hold a meeting by phone as long as everyone can hear each other.

SECTION 8. ANNUAL MEETINGS (ONCE A YEAR MEETINGS)

Annual meetings of Directors shall be held on the first Saturday in May at noon.

At the annual meeting of Directors held on the first Saturday in May, Directors shall be elected by the Board of Directors in accordance with this section. Cumulative voting by Directors for the election of Directors shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Each Director shall cast one vote, with voting being by ballot only.

Once a year meetings of the Board of Directors will be held on the first Saturday of May at noon.

At that meeting, board members are elected by the Board of Directors. The persons who get the highest number of votes gets to be on the Board for two years. Each Director gets to vote once by a secret ballot.

SECTION 9. SPECIAL MEETINGS (EXTRA MEETINGS)

Special meetings of the Board of Directors may be called by the Chairperson of the board, the President, the Vice President, the Secretary, or by any two Directors, and such meetings shall be held at the place, within or without 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.

Special meetings of the Board of Directors can be called by the Board and held at the main office in Butte County or at any other place in the State of California.

SECTION 10. NOTICE OF MEETINGS (NOTES ABOUT WHEN MEETINGS ARE HELD)

Regular meetings of the board must be held with notice upon (7) days' notice by first-class mail. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as 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 forty-eight (48) 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 forty-eight (48) hours from the time of the original meeting.

If you hold a meetings of the Board of Directors, you have to tell everyone on the Board about it. You can either send a letter out 4 days before the meeting or call everyone b y phone at least 2 days before the meeting. If you send a letter, the 4 days starts as soon as you drop it in the mail box. You have to send the letter to the address of the Director as it's written in your official records.

If you start a meeting of the Board and then you have to stop it, if you start it again within 2 days, you don't have to tell Directors who were absent at the meeting where the meeting will continue (you can if you want to, but you don't have to). If you wait more than 2 days to continue the meeting, then you have to tell all of the Directors where and when the meeting will start again whether they were at the meeting or they were absent.

SECTION 11. CONTENTS OF NOTICE (WHAT THE MEETING NOTICE SHOULD SAY)

Notice of meetings not herein dispensed with shall specify the place, day, hour of the meeting and items requiring board action. The purpose of any board meeting must be specified in the notice.

When you send out a note about the next Board of Directors meeting (or even if you call people on the phone about it), then you have to tell people what the meeting is about, what day, what time and where it will be.

SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS (WHEN YOU DON'T HAVE ENOUGH PEOPLE AT A MEETING TO BE LEGAL)

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.

If you hold a meeting of the Board of Directors and you have enough people present for what is called a quorum (see the next section below), then everything you do at the meeting is okay as long as people not present sign a paper saying: 1. it was okay not to get a notice of the meeting; 2. it was okay to hold the meeting; or, 3. the minutes of the meeting are okay. If papers like this are signed then they have to be kept with the legal papers of the corporation.

SECTION 13. QUORUM FOR MEETINGS (HAVING ENOUGH PEOPLE AT THE MEETING)

A quorum shall consist of three (3) Directors.

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 Chair 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.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice 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 provided in Section 10 of this Article.

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

For a Board of Directors meeting to be legal, you have to have at least 3 Directors present.

Unless it says something else in these bylaws or in the other legal papers of the corporation (Article of Incorporation), you can only do business at a Board of Director's meeting if there are three Directors present. If not, the only thing you can do is to stop the meeting (it's called adjourn). If there aren't at least three Directors present, then the Directors who are there can adjourn (in other words, stop the meeting) and come back again later to see if there's enough Directors to hold a meeting. They can keep doing this until the time set for the next regular meeting.

If you have to stop a meeting because there aren't enough Directors present, then you just have to tell people who are there when the meeting will start up again. You don't have to send out letters or call people (but you can if you want).

If you start meeting where there are at least 3 Directors present (which means you have a quorum) and somebody leaves, you can still do business as a Board. However, if you vote on anything as a Board then you have to get it approved by more than half of the people who left the meeting or more if the law or these bylaws say so.

SECTION 14. MAJORITY ACTION AS BOARD ACTION (WHEN DIRECTORS VOTE)

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 is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

If there are at least 3 Directors present at a meeting, then anything they vote on and pass is considered to be an action of the whole Board unless something in these bylaws or California state laws or other legal papers of the People First corporation say something different.

SECTION 15. CONDUCT OF MEETINGS (WHO RUNS THE MEETINGS)

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. 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.

Meetings shall be governed by Robert's Rules of Order, as such rules may be revised 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.

Meetings of the Board are run by the Chairperson of the Board. If there is no Chairperson, then the President of the People First Corporation will run the Board meeting. If the President isn't there, then the Vice President will run the meeting. If the Vice President isn't there, then the majority of the Directors who are there can choose a Chairperson for that meeting. The Secretary shall always be the Secretary at Board meetings. If the Secretary isn't there, then the person who is running the meeting will choose a Secretary for that meeting.

Meetings have to be run by Robert's Rules of Order as long as those rules don't go against these bylaws or other legal papers of the People First Corporation.

SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING (PASSING THINGS IN WRITING WITHOUT A 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 members of the board shall individually or collectively consent in writing to such action. 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 Public Benefit Corporation Law. 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 the Directors. Any certificate or other document filed under any provision of law which relates to 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.

The Board can do something without holding a meeting as long as all of the Directors say it's okay in writing. If you're an interested Director, you can't okay something unless you're present at a meeting (section 5230 of the California Nonprofit Public Benefit Corporation Law). Only people who are not interested Directors can okay a Board action by not being at a meeting.

Remember an "interested Director" is:

1. Anyone who is now being paid by People First of California for some work that they did for People First in the last year; or

2. Anyone who is related to someone who is getting paid by People First of California for some work that they did for People First in the last year.

3. You need to wait a year, then you can get elected to the Board of Directors.

If the Board passes something without holding a meeting, then they have to write it down and put it in the Board minutes. Any action that the Board takes this way is just like any action that the Board takes during a meeting.

SECTION 17. VACANCIES (WHEN THERE ARE SPACES ON THE BOARD)

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.

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 and following of the California Nonprofit Public Benefit Corporation Law.

If this corporation has any members, then, if the corporation has less than fifty (50) members, Directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum (one member over 50% of the current membership) is present.

If this corporation has no members, Directors may be removed without cause by a majority of the Directors then in office.

Any Director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.

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, by (1) the unanimous written consent of the Directors then in office, (2) 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 this Article of these Bylaws, or (3) a sole remaining Director. If this corporation has members, however, vacancies created by the removal of a Director may be filled only by the approval of the members. The members, if any, of this corporation may elect a Director at any time to fill any vacancy not filled by the Directors.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

There are spaces on the Board if one of the Directors dies or resigns or is asked to leave the Board or if you change the bylaws to say that you want to have more Directors.

The Board can ask Directors to leave the Board if: a judge in a court says that the person is not stable because of mental health problems; or, that a judge in a court says that someone has committed a serious crime (felony); or, if someone hasn't done what they were supposed to do as a Director as it says in these bylaws.

A Director can be asked to leave the Board if a majority of the officers of the Board vote for him or her to leave. Any Director can quit the Board as long as they write down that they're quitting and give it to the Chairperson, President, Secretary or the whole Board. Directors can't quit if they all quit at the same time and leave the People First Corporation without any Board members at all unless they tell the Attorney General of the State of California. If there is a space on the Board, the Board can fill it. If there are less than 3 Directors present at the meeting, then the Board can fill a space by: everyone writing down that they approve; a majority vote at the next meeting; or, a Director if there's only one left on the Board. If someone is chosen to fill someone else's space on the Board, then that person will finish the term of the person who left or until he or she dies, quits the Board or is asked to leave.

SECTION 18. NON-LIABILITY OF DIRECTORS (BOARD MEMBERS ARE NOT RESPONSIBLE FOR SOME THINGS) The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. If you are a member of the Board of Directors then you are not personally responsible for the debts (money) or other things (lawsuits) done by actions of the Board (except for some things that are mentioned Section 5238 of the California Nonprofit law).

SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS To the extent that a person who is, or was, a Director, officer, employee or other 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. If you are or you used to be a Board member and you win or you lose a court case about the People First Corporation, you are not personally responsible for paying for the court costs or fines or other things that might come out of the case (except for some things that are mentioned Section 5238 of the California Nonprofit law).

SECTION 20. 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 (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 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. The People First Board of Directors can vote to buy an insurance policy to protect themselves from most kinds of debts if the corporation gets sued and goes to court.

ARTICLE 4 OFFICERS

SECTION 1. NUMBER OF OFFICERS The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, 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 serve as the President or Chairperson of the Board. There will be a President, Secretary and Treasurer of the corporation. There can also be other officers like a Chairperson, or a Vice President. People can hold more than one office, but the Secretary and the Treasurer can't also be the President or Chairperson.

SECTION 2. 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. Anyone can serve as an officer and officers are voted on by the Board of Directors. Officers keep their jobs on the board until they quit or are asked to leave the board.

SECTION 3. 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. The Board of Directors can also choose other officers from time to time if they want.

SECTION 4. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President 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 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. The Board of Directors can ask officers to leave the board at any time. Officers of the board can quit by writing a note to the board. The date that they quit the board will be the date that they give their note to the board.

SECTION 5. 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, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. If someone dies, quits or is asked to leave the board before their time is up, someone else can be chosen by the board to take their place. The President of the board can also choose someone if they quit between board meetings. At the next board meeting, the board can decide to keep that person or choose someone else.

SECTION 6. DUTIES OF PRESIDENT The President 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. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she 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. The President shall be the main executive officer of the corporation and will run the board meetings unless there is a Chairperson to do it. He or she can sign for the People First corporation on legal documents if the board says it's okay.

SECTION 7. DUTIES OF VICE PRESIDENT In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have 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 by the Board of Directors. The Vice President takes over if the President isn't around.

SECTION 8. DUTIES OF SECRETARY The Secretary shall: (a) Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date. (b) Keep 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 Directors and of members, 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) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. (d) Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws. (e) Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the corporation. In general, perform all duties incident to the office of Secretary 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 assigned to him or her from time to time by the Board of Directors. (f) In general, perform all duties incident to the office of Secretary and such other duties as my be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. The Secretary shall: · keep a copy of the bylaws at the main office · keep a book of the minutes of the board and committees at the office · make sure that notices of board meetings get sent out · keep up the records of the People First corporation · keep up the membership list

SECTION 9. DUTIES OF TREASURER Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall: (a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit 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) Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. (c) Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. (d) Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. (e) Exhibit 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 therefor. (f) Render to the President 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. (g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. (h) In general, 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. The Treasurer shall: · keep the checking and savings accounts of the People First corporation up to date · write checks as approved by the People First board · write up a report about the People First budget if asked by the board · give a report about the budget at the board meetings

SECTION 10. COMPENSATION The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and 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 3, Section 6 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. If the board wants to, they can give a salary (money) to the officers of the board (like President, Secretary and Treasurer).

ARTICLE 5 COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE The Board of Directors may, by a majority vote of Directors, designate two (2) or more of its members (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 the: (a) Filling of vacancies on the board or on any committee which has the authority of the board. (b) Fixing of compensation of the Directors for serving on the board or on any committee. (c) Amendment or repeal of Bylaws or the adoption of new Bylaws. (d) Amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable. (e) Appointment of committees of the board or the members thereof. (f) 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 Nonprofit Public Benefit Corporation Law. By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. 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. The Board of Directors can choose an Executive Committee of three or more people to do board work. The Executive Committee can't do things like change the bylaws, choose people to be on the board, or spend money. If there is an Executive Committee, they have to keep minutes of their meetings and give these minutes to board members at the board meeting. The board can change the Executive Committee any time it wants by voting on it.

SECTION 2. OTHER COMMITTEES The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees. The Board of Directors can set up other committees by voting on it. These other committees can have people on them who are not on the board, but they can only give advise. They are called advisory committees, which means the board listens to what they have to say, but they don't have to do what they say unless they vote on it.

SECTION 3. 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 members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. 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. Unless the board of directors adopts special rules for committees, they are under the same rules as the Board of Directors. These special rules could include where and when committee meeting will be held.

ARTICLE 6 MEMBERS

SECTION 1. MEMBERS AND MEMBERSHIP Nothing in these Bylaws shall be construed as limiting the right of the Corporation to refer to persons associated with it, who participate in activities of the Corporation, as "members" even though such persons are not Members as defined in section 5056 of the California Corporations Code. Such persons shall be deemed to be associated persons with respect to the Corporation as that term is defined in section 5332 of the California Nonprofit Public Benefit Corporation Law and no such reference shall constitute anyone a member of this Corporation.   Unless the board of directors adopts special rules for committees, they are under the same rules as the Board of Directors. These special rules could include

ARTICLE 7 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. 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. The Board of Directors can choose someone to represent the corporation and sign contracts or speak for them. If these contracts have something in them about money or credit, then the board has to approve it.

SECTION 2. 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 of the corporation. If the corporation get a checking account, then the Treasurer and the President of the Board of Directors both have to sign the checks or anything else having to do with money.

SECTION 3. 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. If the Board of Directors has money, then it should be put into a bank account.

SECTION 4. 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. The Board of Directors can accept contributions or gifts if they are for the things that the corporation says it does in the bylaws (Article 2, Section 1).

  ARTICLE 8 CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office in the State of California: (a) 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; (c) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date. At the main office of the corporation, you have to keep: the minutes of the meetings of the Board of Directors and when they were held, minutes of all committees, records of any money received or spent, and copies of the Articles of Incorporation and Bylaws .

SECTION 2. CORPORATE SEAL The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. The Board of Directors can have make up a logo or seal which represents the corporation. If you do, you have to keep it at the main office and put it on all corporation papers to make them legal.

SECTION 3. 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. If you're on the Board of Directors, you can look at the records of the corporation at any time and copy them if you want.

SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. If you're on the Board of Directors, you can have someone else look at the records for you and copy them if you want.

SECTION 5. ANNUAL REPORT The board 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 and, if this corporation has members, to any member who requests it in writing, which report shall contain the 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; 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. The corporation has to make a report each year. This report has to be finished by the end of March. For example, a report for the year 1993 has to be finished by March, 1994). The report has to have something in it about money taken in and spent by the corporation and should include an audit (something which says if you've told the truth about money taken in and spent) by an accountant. The accountant should not work for the corporation. If you don't get a report by an accountant, then an officer of the corporation has to sign something that says your annual report of money was prepared without an audit.

ARTICLE 9 FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year. The fiscal year for the corporation is from January 1st to December 31st.

ARTICLE 10 AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by the Board of Directors. These bylaws can be changed by the Board of Directors.

ARTICLE 11 AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES Any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors. The Articles of Incorporation can be added to by the Board of Directors. SECTION 2. AMENDMENTS REGARDING INITIAL DIRECTORS AND INITIAL AGENT FOR SERVICE OF PROCESS This corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this corporation 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 Nonprofit Corporation Law. You can't change the original Articles of Incorporation or the original names of board members listed other than changing an error.

ARTICLE 12 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. While the corporation can pay people for things they do, the corporation can't share any extra money left over with anyone. If you do, then you're not a non-profit corporation.