The Ketamine Research Foundation

“The chairperson of the board (the chairperson), if any, shall be a director and shall preside at meetings of the board and exercise and perform such other powers and duties as may from time to time be assigned to him by the board or prescribed by these bylaws. If the board designates both a chairperson and a president, the board shall, by resolution, establish the specific duties carried by each position.”

“Every act taken or decision made by a vote of the majority of the directors present at a meeting duly held at which a quorum is present is the act of the board, unless a greater number is expressly required by california nonprofit corporation law, the articles of incorporation or these bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting.”

“In any fiscal year in which the corporation receives or accrues gross revenues of two million dollars or more (excluding grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received), the board shall (i) prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant (cpa) in conformity with generally accepted auditing standards; (ii) make the audit available to the attorney general and to the public on the same basis that the internal revenue service form 990 is required to be made available; and (iii) appoint an audit committee.”

“Meetings of the board shall be presided over by the chairperson, or, if there is no chairperson or the chairperson is absent, the president or, if the president and chairperson are both absent, by the vice president (if any) or, in the absence of each of these persons, by a chairperson of the meeting, chosen by a majority of the directors present at the meeting. The secretary shall act as secretary of all meetings of the board, provided that, if the secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by rules of procedure as may be determined by the board from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles, or with any provisions of law.”

“The corporation shall not pay any compensation to directors for services rendered to the corporation as directors, except that directors may be reimbursed for expenses incurred in the performance of their duties to the corporation, in reasonable amounts as approved by the board. Also, directors may not be compensated for rendering services to the corporation in a capacity other than as directors, unless such compensation is reasonable and further provided that not more than 49% of the persons serving as directors may be interested persons.”

“The salaries of officers, if any, shall be fixed from time to time by resolution of the board or by the person or committee to whom the board has delegated this function, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director, provided, however, that such compensation paid to a director for serving as an officer shall only be allowed if permitted under the provisions of section 7.15. In all cases, any salaries received by officers shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the public benefit purposes of the corporation. No salaried officer serving as a director shall be permitted to vote on his or her own compensation as an officer.”

“The board shall (i) prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant (cpa) in conformity with generally accepted auditing standards; (ii) make the audit available to the attorney general and to the public on the same basis that the internal revenue service form 990 is required to be made available.the corporation shall at all times keep at its principal office a copy of its federal tax exemption application and, for three years from their date of filing, its annual information returns. These documents shall be open to public inspection and copying to the extent required by the code.”