Rev. 1/15/09

BY LAWS OF PUBLIC EDUCATION ENRICHMENT FUND, INC.

A California Nonprofit Public Benefit Corporation

Article I.  PURPOSE

Section 1.01 The purposes of the Public Education Enrichment Fund are to:(a) Support exemplary public and community educational programs by securing,managing, and/or distributing contributions from individuals, businesses,foundations, and governmental agencies.

(b)  Promote a sense of community by fostering communication through public,educational, and governmental access television and other electronic media.

Section 1.02 The Corporation is organized and will be operated exclusively foreducational purposes within the meaning of Section 501©(3) of the Internal RevenueCode of 1954 (or of the corresponding provision of any future United States InternalRevenue Code).

Section 1.03 The Corporation will not be operated for profit and no part of its netearnings will be used for the benefit of any of its officers or members of any privateindividual.

Section 1.04 The Corporation will not engage nor will any of its funds be used incarrying on propaganda or otherwise attempting to influence legislation.  The corporationwill not participate in or intervene in any political campaign on behalf of any candidatefor public office except as provided in section 501 (h) of the United States InternalRevenue Code of 1954.

Section 1.05 The Corporation will create and maintain an environment which enables theparticipation of a diversity of peoples and viewpoints and ensures that no individual isdiscriminated against with regard to membership, services, access to information or anyactivity because of race, national origin, gender, age, sexual preference, religion,disability, political affiliation, or economic status.

Article II.  OFFICE

Section 2.01 The Corporation’s principal office will be located at a place to bedetermined by the Board of Directors (herein called the Board).  The Board has grantedauthority to change said principal office from one location to another.

Article III.  MEMBERS

Section 3.01 The Corporation shall have no voting members.  Any action which wouldotherwise require approval by a majority of all of the members shall require onlyapproval by the Board.  All rights which would otherwise vest in members shall vest inthe Directors.

Article IV.  DIRECTORS

Section 4.01 Powers.  Subject to the provisions of the California Nonprofit BenefitCorporation Law and any other applicable laws, the activities and affairs of thecorporation will be managed and all corporate powers will be exercised by or under thedirection of the Board of Directors.  Without prejudice to these general powers, andsubject to the same limitation, the Board of Directors will have to power to:

(a) Appoint and remove all officers, agents, and employees of the corporation andprescribe any powers and duties for them that are consistent with law, with theArticles of Incorporation, and with these Bylaws.

(b) Borrow money and incur indebtedness on behalf of the corporation, and causeto be executed and delivered for the corporation’s purposes, the corporate name,promissory notes, bonds, debentures, deeds of trust, mortgages, pledgeshypothecations, and other evidence of debt and securities.

(c) Perform any and all duties imposed on them collectively or individually bylaw, by Articles of Incorporation of this corporation, or by these Bylaws.

Section 4.02 Restriction Regarding Interested Directors  No more than 49% of the persons serving on the board may be interested persons.  Aninterested person is defined as (a) any person compensated by the corporation for servicesrendered to it within the previous 12 months, whether as a full-time or part-timeemployee, independent contractor, or otherwise; and (b) any brother, sister, ancestor,descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, mother-in-law orfather-in-law of any such person.

Section 4.03 Number and Composition of Directors.   4.03.01 The number of directors of the corporation will be at least five but notmore than fifteen.  The exact number will be fixed, within these limits, by aresolution adopted by the Board of Directors. The number of directors may bechanged by a duly adopted amendment to the Bylaws.

4.03.02 The Board may consist of persons who as closely as possible representthe racial, ethnic, gender, geographic, social, and economic diversity of NevadaCounty. Further, the Board may also represent the broad base of communityinterests as reflected in the variety of non-profit organizations and institutionsserving the Nevada County and may represent access producers and persons withknowledge and expertise which will benefit the corporation.

Section 4.04 Nominations, Election and Terms of Office4.04.01 Nomination of Board Members. A Nominating Committee created bythe Board of Directors shall propose a candidate for each board member vacancy.The Nominating Committee is encouraged to ensure that nominees for the Boardrepresent as closely as possible the racial, ethnic, gender, geographic, social, andeconomic diversity of Western Nevada County.

4.04.02  Election of Board Members. New directors shall be appointed by amajority of directors present at such a meeting provided there is a quorum present.

4.04,03  Terms of Board Members.  (a) Board members shall be appointed to serve for a three-year term. A boardmember may be re-appointed for four additional consecutive terms, serving nomore than 15 total consecutive years.(b) Terms of Directors shall be staggered in such a way that no more than one-third of directors’ terms shall expire each year.  (c) Directors’ terms shall end at the end of the fiscal year.

Section 4.05 Resignations. Any Director may resign effective upon giving written noticeto the Chairperson or the Secretary, unless the notice specifies a later time for theresignation to become effective. A director may be asked to resign or be removed fromthe office with or without cause by a two-thirds vote of the total number of all directors atthat time.

Section 4.06 Filling Vacancies. When a vacancy on the board exists, the NominatingCommittee will seek a replacement. Candidates shall attend two board meetings as anobserver prior to their appointment. At a subsequent meeting, directors shall vote on theirappointment.

Section 4.07 Advisory Board.  The Board of Directors may appoint non-voting directorsto contribute to the decision-making responsibilities of the Board of Directors.

Section 4.08 Committees.  Ad hoc committees may be established at the discretion ofthe Board.  These committees will serve as non-voting advisors to contribute to thedecision-making responsibilities of the Board.

Section 4.09 Compensation.  Directors will serve without compensation. They will beallowed reasonable reimbursement for expenses incurred on behalf of the corporation, asapproved by the Executive Director.

Section 4.10 Indemnification of Officers.  The Foundation will indemnify its directorsor officers or former directors or officers, as well as other past and present employees,agents or representatives of the Foundation in accordance with and to the full extentallowed by Section 5238 (a) of the California Corporations Code.

Section 4.10.01--Indemnification. Any member of the Board of Directors andany officer of PEEF, as a condition of accepting said office, shall be indemnifiedby PEEF against expenses actually and necessarily incurred by him or her inconnection with the defense of any action, suit, or proceedings in which he or sheis made a party by reason of having been or being a member of the Board ofDirectors or an officer of PEEF, except for breach of the duty of loyalty to thecorporation, for acts or omissions not in good faith or which involve intentionalmisconduct or knowing violation of the law, or for a transaction from which theperson derives an improper personal benefit. Such right of indemnification is notto be deemed exclusive of any right to which he or she may be entitled under thelaws of the State of California, these Bylaws, agreements, vote of members, orotherwise.

Section 4.10.02--Exemption of Property. The private property of the membersof the  Board of Directors of PEEF shall not be liable for corporate debts to anyextent whatsoever. This section of these Bylaws shall not be amended except bythe unanimous vote of the Board of Directors.

Section 4.10.03—Insurance. PEEF shall have the right to purchase and maintaininsurance on behalf of its officers, Directors, employees, and other agents, againstany liability asserted against or incurred by any officer, Director, employee, oragent in such capacity or arising out of the officer's, Director's employee's, oragent's status as such.

Article V.  MEETINGS

Section 5.01 Regular Meetings The Board of Directors shall schedule regular meetingsfor the transaction of business and shall schedule these meetings at least quarterlythroughout the year. Regular meetings will be held at a time and place determined byresolution of the Board without other notice than such resolution. Schedules and noticesof Board meetings will be made available to members and the public and prominentlyposted in the office of NCTV in accordance with Brown Act regulations. The minutes ofthe previous meeting shall be posted on the PEEF web site.

Section 5.02 Place of Meetings and Telephone Meetings.  Regular meeting of theBoard may be held at any place within or outside the State of California as designatedfrom time to time by the Board.  In the absence of a designation, regular meetings will beheld at the principle office of the corporation.  Special meetings of the Board will be heldat any place within or outside the State of California designated in the notice of the

meeting, or if the notice does not state a place, or if there is no notice, at the principleexecutive office of the corporation.   Section 5.03 Notice and Waiver.  Notice of any special meeting of the Board will begiven to each Director by:a) first-class mail, postage pre-paid, at least four days in advance of the meeting ordelivered in person, or  b) by telephone at least  24 hours in advance of the meeting, by email at least 24hours in advance of the meeting. No notice need be given to any Director whosigns a waiver of notice, whether before or after the meeting, or who attends themeeting without protesting prior hereto or at its commencement the lace of noticeto such Directors.  Any such waiver of notice or consent need not specify thepurpose of the meeting.  All such waivers, consents, and approvals will be filedwith the corporate records or made part of the Board minutes.

Section 5.04 Quorum.  A majority of the Board of Directors then in office must be inattendance to constitute a quorum of the Board for the transaction of business.

Section 5.05 Rules of Order.  The corporation will conduct business in an informalmanner:  that is, the intent of the two-thirds vote may be met without the formality of amotion, a second, and a vote.  Many items that are non-controversial may be handled in asimilar manner.  The degree to which these rules are formally invoked is left to thediscretion of the presiding officer.

Article VI.  OFFICERS and EXECUTIVE DIRECTOR

Section 6.01 Officers.  The officers of the corporation shall be a president, a vicepresident, a treasurer, a secretary, and other officers as the Board may elect or appoint.Section 6.01.1 The Orderly Succession of President. The normal succession to theoffice of President shall be from Vice President to President

Section 6.02 Roles and Responsibilities.  The roles and responsibilities of the officersare as follows:  

(a) President:  The president will preside at all meetings.  The president plays achief role in soliciting gifts from individuals and private and corporatefoundations, and will be an active contributor to the process.  The president shallbe responsible for establishing gift policies, changes to bylaws, establishing theagenda, and distributing information as required by the Board.

(b) Vice President:  The vice president will oversee a process for creating afavorable climate designed to cultivate support for a wide range of groups,organizations, and individuals.  The vice president of development plays a chiefrole in soliciting gifts from individuals and private and corporate foundations, and

will be an active contributor to the process.  The vice president will perform theduties of the president should the president be unable to do so.

(c) Treasurer:  The treasurer will oversee the filing and retaining of theorganization’s tax exempt status, financial statements, and financial reporting, thebudget, allocations and investment of funds, and annual tax return preparation.The treasurer plays a chief role in soliciting gifts from individuals and private andcorporate foundations, accounts for gifts and will be an active contributor to theprocess.

(d) Secretary:  The secretary will take the minutes at meetings (or cause them tobe taken), keep all legal records, record (or cause to be recorded) all by-lawchanges, and hold the current by-laws of the corporation.

Section 6.03 Election of Officers.  The officers of the corporation shall be electedannually by the Board of Directors, and each shall serve at the pleasure of the Board,subject to the rights, if any, of an officer under any contract of employment.

Section 6.04 Removal of Officers.   Subject to the rights, if any, of an officer under anycontract of employment, any officer may be removed, with or without cause, by theBoard of Directors or by an officer on whom such power of removal may be conferred bythe Board of Directors.

Section 6.05 Resignation of Officers.  Any officer may resign at any time by givingwritten notice to this corporation.  Any resignation shall take effect on receipt of thatnotice by such officer or at any later time specified by that notice and, unless otherwisespecified in that notice, the acceptance of the resignation shall not be necessary to make iteffective. Any resignation is without prejudice to the rights, if any, of this corporationunder any contract to which the officer is a party.

Section 6.06 Vacancies.  A vacancy in any office for any reason shall be filled in thesame manner as these Bylaws provide for election to that office.

Section 6.07  Executive Director. The PEEF Board shall appoint an Executive Directorto oversee the management of PEEF. The Executive Director shall serve at the pleasureof the Board and shall be an ex- officio member of the Board with no voting rights.Section 6.07.1 The Orderly Succession of Executive Director. In the event of theExecutive Director's death, disability, or other inability to serve, the Board ofDirectors shall take the necessary steps to ensure the continuation of PEEF’S day-to day operations until a new Executive Director can be selected and approved bythe Board.

 Article VII EXECUTION OF DOCUMENTS

SECTION 7.01 Execution of Documents.  The Board of Directors may, in itsdiscretion, determine the method, and by resolution designate, the signatory officer or

officers, or other person or persons, to execute any corporate instrument or document, orto sign the corporate name without limitation, except where otherwise provided by law,and such execution or signature will be binding on the corporation.  Unless so authorized,no director, officer, agent or employee will have any power or authority to bind theCorporation by any contract or to pledge its credit to render it monetarily liable for anypurpose or in any amount.

Section 7.02 Signing of Checks and Notes.  Except as otherwise specifically determinedby resolution of the Board of Directors or as otherwise required by law, checks, drafts,promissory notes, orders for payment of money and other evidence of indebtedness of thecorporation will be signed by a corporate officer or their designee for amounts under$1,000, and by two of the three officers or designee for amounts of $1,000 and above.

Section 7.03 Deposits.  All funds of the Corporation will be deposited from time to timeto the credit of the Corporation in banks or other depositories that the board may select.

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

Article VIII PERFORMANCE OF PROJECTS

Section 8.01 Reporting requirements of each project An annual status report for the fiscal and operations activities of each PEEF project shallbe prepared and distributed by the end of each fiscal year. Each board member shallreceive a copy.

The records of each project shall be open to PEEF for inspection.

Article IX AMENDMENTS

These bylaws may, at any time, be amended or repealed and new or additional bylawsmay be adopted by approval of a two-thirds majority of the Directors.

Article X CORPORATE DISSOLUTION

Upon the dissolution of this corporation, the governing body shall, after paying ormaking provision for the payment of all of the liabilities of the corporation, dispose of allof the assets of the corporation exclusively for the purpose of the corporation in suchmanner, or to such organization or organizations organized and operated exclusively forcharitable, educational, religious, or scientific purposes as shall at the time qualify as anexempt organization or organizations under Section 501 (c) (3) of the Internal RevenueCode of 1986 (or the corresponding provision of any future United States InternalRevenue law), as the governing board shall determine.

Any such assets not so disposed of shall be disposed of by the District Court of thecounty in which the principal office of the corporation is then located, exclusively for

such purposes or to such organization or organizations, as said court shall determine,which are organized and operated exclusively for such purposes.

WRITTEN CONSENT OF DIRECTORS APPROVING ADOPTION OF BYLAWS

 We, the undersigned, are the Directors of the Public Education Enrichment Fund,a California nonprofit public benefit corporation.  We hereby consent to, and adopt, theforegoing as the bylaws of the Corporation.

Name of Director       Date

__________________________________________  __________________

 __________________________________________  __________________

 __________________________________________  __________________

Revised  Jan. 15, 2009