Monterey Bay Educational Center

“The board of directors may appoint such committees as it deems appropriate to conduct the business of the corporation, which committees shall consist of: (i) at least two (2) directors; and (ii) such other members and/or alternate members as the board of directors may designate from time to time. The board of directors shall appoint a committee by resolution, which resolution shall set forth the extent to which such committee may act on behalf of the board of directors. By a majority vote of directors, the board of directors 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 of directors. Executive committees shall meet and act only in the manner prescribed for meetings and actions of the full board of directors. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report them to the board of directors from time to time as the board of directors may require. A committee shall have the authority of the board of directors; provided, however, no committee shall have the authority to do any of the following: (a) fill vacancies on the board of directors or any committee of the board of directors; (b) authorize the payment of any compensation to a director for serving on the board fo directors or on any committee of the board of directors; (c) repeal, amend, or otherwise modify these bylaws or the articles of incoroporation; (d) repeal, amend, or otherwise modify any resolution of the board of directors; (e) appoint any committees or members of committees; (f) expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected; (g) approve any transaction to which the 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; (h) cause the corporation to engage in any activity which is not in furtherance of the social welfare purpose of the corporation; (i) violate the provisions set forth in the prohibited powers section of the bylaws (section 2.4); (j) cause the corporation to engage in any activity which would give rise to liability for a tax imposed under code sections 4941, 4943, 4944, or 4945 if the corporation were treated as a private foundation for federal income tax purposes; or (k) do any act which would jeopardize the corporation's qualification for exemption from federal income taxation under code sections 501(a) and 501(c)(3). Meetings and actions of all committees shall be governed by and held and taken in accordance with those provisions set forth in section 5 of the bylaws which govern the meetings and actions of directors, (subject to those changes necessary to accommodate the substitution of the committee (and its members) for the board of directors (and its members)). Notwithstanding the foregoing provision: (i) the time of regular and/or special meetings of a committee may be determined by the resolution of either such committee or the board of directors; and (ii) notice of special meetings of a committee also shall be given to alternate members of such committee, if any, which alternate members shall have right to attend all meetings of such committee. The board of directors may adopt rules for the government of any committee, provided such rules are not inconsistent with any provision set forth in the california nonprofit public benefit corporation law or these bylaws.”

“Board members tina silvestri and bret silvestri have a family relationship.”

“The board of directors reviews and approves the 990 before it is filed.”

“Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, is an interested person. An interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is disclosed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The minutes of the governing board and all committees with board delegated powers shall contain: (a) the name of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest is present, and the governing board's or committee's decision as to whether a conflict of interest in fact exists. (b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.”

“Governing documents, policies, and financial statements are available upon request.”