Alaska Pacific University Foundation Inc.

“The following changes to the foundation's bylaws were made: ARTICLE IV, SECTION 1 TITLED "NUMBER AND TENURE" IS HEREBY AMENDED AND restated in its entirety as follows: The affairs of the Corporation shall be governed by a Board of Directors composed of no more than nine (9) Directors, all being natural persons. A majority of the Directors shall be members of the community that do not serve on the Board of Trustees of Alaska Pacific University, elected by a majority of all voting members of the Board of Directors. The remaining Directors shall be trustees or officers of Alaska Pacific University appointed by the chairperson of the Board of Trustees for Alaska Pacific University. The chairperson of the Board of Trustees for Alaska Pacific University may appoint himself or herself as one of the remaining DIRECTORS. AT NO TIME SHALL THE BOARD HAVE A MAJORITY OF "DISQUALIFIED PERSONS" SERVING (AS DEFINED IN SECTION 4946 OF THE INTERNAL REVENUE CODE of 1986, and the regulations thereunder). Each Director shall hold office until the Directors successor has either been elected by majority vote of the voting members, or appointed as provided above. The Directors maybe re-elected more than once and may serve consecutive terms. THE FOLLOWING SUBSECTIONS OF ARTICLE IV, SECTION 6 TITLED "MEETINGS" ARE hereby amended and restated in their entirety as follows: (b) The date of the annual meeting shall be determined by the Board of Directors from time to time. (d) Written notice stating the place, day, and hour of any meeting of Directors shall be delivered personally to each Director or sent to each Director by mail or other form of written electronic transmission (including without limitation fax and e-mail), charges prepaid (as applicable), addressed to the Director at his or her address, fax number, e-mail address, or other address, as it is shown on the records of the corporation. Notice shall be mailed, faxed, emailed, personally given or otherwise transmitted at least ten (10) days before the date of the meeting. The transactions of any meeting of the Board of Directors, however called and noticed and where held, shall be as valid as though had at a meeting held after regular call and notice, if a quorum of voting members are present and if either before or after the meeting each of the voting members not present signs a written waiver of notice, or a consent to hold the meeting, or an approval of the minutes. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. (g) Each voting member shall have the right to cast one (1) vote on each question and never more than one (1) vote, which vote may be cast in person or (in the case of matters which are to be voted upon by mail, fax, e-mail, or other written electronic transmission) by written ballot. A member voting by written ballot shall be deemed to be present at a meeting for the purposes of establishing a quorum if his vote has been received by the Secretary of the corporation prior to the time of the meeting at which the vote is to be counted. Voting by proxy is not allowed. (h) Any action by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action (including a consent obtained by fax, e-mail, or other written electronic transmission). Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Except as otherwise provided by express provision in a statute or the Articles of Incorporation, the vote of the majority of the voting members present in person or by written ballot (including by fax or other electronic transmission), shall decide any question brought before a meeting. The vote of the majority of those voting by written ballot on an issue where voting is solely by written ballot, shall decide such question, provided, however, that the number of votes cast by written ballot constitute”

“A draft is reviewed by alaska pacific university foundation cfo deborah johnston and is provided to the foundation board for review prior to filing.”

“All are available for review upon written request.”

“There has been no change in the process of oversight and selection from the prior year.”