Articles of Incorporation September 16, 1995 I The name of this corporation is xxxx. II A. This corporation is a non-profit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. The specific purpose of this organization is to present multicultural shows and workshops including music, dance, literature, and art, in order to promote harmony and understanding among all peoples and to inspire people through the beauty and excitement of art in all of its forms. III The name and address in the State of California of this corporation's initial agent for service of process is: IV A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. B. No substantial part of the activities of this organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. V The property of this corporation is irrevocably dedicated to the charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, it assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code. I, the undersigned natural person, a citizen of the State of California and of the age of eighteen (18) years or more, acting as the incorporator of the corporation known as xxxx under the California Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation. In witness whereof, I have hereunto set my hand, this ______ day of ________________, ####. State of California, Santa Clara County I, __________________________, notary public, do hereby certify that on this _____ day of ____________, ####, personally appeared before me yyyy, who, being by me first duly sworn, declared that he is the person who signed the foregoing, is the incorporator, and that the statements therein contained are true. In witness whereof, I have hereunto set my hand and seal on this _____ day of ______________, ####. ______________________________________ Notary Public in and for the State of California By-Laws XXXX Article I. Name The name of this corporation shall be: XXXX. Article II. Purpose The purpose for which this corporation is organized is: to organizes, promote, and present multicultural shows and workshops including music, dance, literature, and art, in order to promote harmony and understanding among all peoples and to inspire people through the beauty and excitement of art in all of its forms. Article III. Offices The principal office of the corporation for the transaction of its business is at . Article IV. Membership The Corporation shall not have any members. Any action which would otherwise require approval by a majority of all members or approval by members shall require only approval of the Board of Directors as set forth below. All rights which would otherwise be vested in its members shall be vested in the Directors. Article V. Board of Directors Section 1. Purposes, Powers, and Duties The Board of Directors has the general power to manage the business of the corporation, and subject to the restrictions imposed by law, the Articles of Incorporation, and these By-Laws, may exercise all of the powers of the corporation. The Board of Trustees shall have the following specific powers: To fill vacancies on the Board To make and change regulations To elect and remove officers To engage and remove employees To appoint and remove agents To pay for any property To designate a bank as official depository of funds To prescribe the manner in which funds are withdrawn and deposited To enter into contracts and authorize officers to enter into them To appoint committees Section 2. Number The number of Directors shall be not less than five and not more than twelve. Section 3. Election and Terms of Office The Directors shall be elected at the annual meeting of the Corporation by a majority vote of the Directors. Candidates for the Board may be nominated by any current Director. Directors shall serve for one year. Additional Directors may be elected during the year by majority vote of the Board. Section 4. Resignation and Removal of Directors Any Director may resign at any time by giving written notice to the Board. Any Director may be removed from the Board, with or without cause, by a two-thirds vote of all of the Directors. Section 5. Vacancies If a vacancy occurs on the Board, a Director may nominate a person to fill that vacancy at any meeting of the Board. That person shall be elected by a majority vote of the Directors at the meeting. Article VI. Meetings Section 1. Annual Meeting An annual meeting of the Board of Directors shall be held in December of each year in San Jose, California, at the address of the Corporation. The day and time of the meeting shall be agreed upon by the Directors at least five days before the meeting. At this meeting, the Board for the ensuing year shall be elected. Section 2. Regular Meetings Regular meetings of the Board shall be held not less than four times per year. The frequency of the regular meetings shall be fixed by the Board at the annual meeting. Section 3. Special Meetings Special meetings of the Board may be called by the Chair or at the request of any three Directors. Section 4. Place of Meetings Meetings of the Board may be held at the primary office of the corporation or at any other location in San Jose, California. Section 5. Notice of Meetings Notice of meeting shall be sent to all Directors five days prior to a meeting. The notice of the meeting shall include the place and time. Section 6. Quorum A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If no quorum is present, a majority of the Directors present may adjourn the meeting. Section 7. Conduct of meetings The Chair, or in case of absence any Director selected to chair the meeting, shall preside at all meetings. Section 8. Voting Each Director present at any meeting shall be entitled to one vote. Any action voted by the majority of the Directors present is an act of the Directors. Section 9. Attendance The policy of the Corporation is to require attendance of all Directors at all meetings. Article VII. Officers Section 1. Principal Officers The principal officers of the Corporation shall be: a Chairperson of the Board, a President, a Vice-President, a Secretary, and a Treasurer. Section 2. Election and Terms of Office The Officers shall be elected at the annual meeting of the Corporation by a majority vote of the newly elected Directors. Candidates for the Offices may be nominated by any current Director. Officers shall serve for one year. Section 3. Resignation and Removal of Directors Any Officer may resign at any time by giving written notice to the Board. Any Officer may be removed from the Board, with or without cause, by a two-thirds vote of all of the Directors. Section 4. Vacancies If a vacancy occurs in an Office, a Director may nominate a person to fill that vacancy at any meeting of the Board. That person shall be elected by a majority vote of the Directors at the meeting. Section 5. Chairperson of the Board The Chair shall preside at all meetings of the Board. The Chair shall have all powers and duties incident and related to this office. Section 6. President The President shall implement the policies of the Board for all of the programs and activities of the Corporation, shall supervise and control all of the business and affairs of the Corporation, shall manage the day-to-day operations, and shall have such other powers and perform other duties as required by the Board. The President may request Directors to serve as: an Arts Community Liaison, a Director of Promotions, a Director of Productions, and/or a Director of Visual Arts. The President shall be elected from the Board of Directors. The President may request Directors to serve as: an Arts Community Liaison, a Director of Promotions, a Director of Productions, and/or a Director of Visual Arts. Section 7. Vice-President The Vice-President shall assist the President in carrying out the policies of the Board and shall perform the functions of the President in case of absence or inability. The Vice-President shall be elected from the Board. Section 8. Secretary The Secretary shall keep a record of the meetings of the Board and maintain records of all other meetings and events held by the Corporation. The Secretary shall serve all notices of meetings and other notices. The Secretary shall be elected from the Board. Section 9. Treasurer The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation. The Treasurer shall produce a monthly report of the revenues and expenses of the Corporation, shall furnish, prepare, and keep a full set of books of account, with all receipts and disbursements, the amount of cash on hand, and the amount owed to the Corporation. The Treasurer shall be elected from the Board. Article VIII. Committees The Board shall have the power to constitute committees from among its Directors for the purposes of finance, programs, fund-raising, development, and all other purposes. Article IX. Miscellaneous Section 1. Fiscal Year The fiscal year of the Corporation is from July 1 to June 30 of the following year. Section 2. Contracts, Checks, Bank Accounts, Etc. The Board shall select a bank for the deposit of the funds of the Corporation. The Board shall determine who has the right to withdraw funds from such bank, sign checks, and make other payments from the funds. The Board also shall select who is empowered to enter into contracts on its behalf, and execute and deliver any and all other financial documents. Article X. Amendments These By-Laws may be amended at any meeting of the Board by a two-thirds majority vote of all of the Directors. Any proposals to amend the By-Laws shall be included with the notice of the meeting at which the amendments will be proposed. Adopted on the ___________day of _______________, ####. I, the undersigned, do hereby certify that I am the acting Secretary of XXXX and that the foregoing By-Laws constitute the original By-Laws of said prospective non-profit corporation and were duly adopted at a meeting of the Board of Directors held on February 10, 1991. In witness whereof, I have hereunto set my hand and seal on this _____ day of ______________, ####.