The Brian Othmer Foundation

“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 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 so amendable or repealable. (e) the appointment of committees of the board. (f) the expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected. (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 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.”

“Officers to provide and review information.”

“The information is available upon request.”