SL Bar Association Bylaws

[Timothy S. Faith]

BYLAWS
OF
SL BAR ASSOCIATION
(a California Nonprofit Public Benefit Corporation)

ARTICLE I. GENERAL

Section 1.1: Name. The name of this corporation is SL Bar Association.

Section 1.2: Principal Office of the Corporation. The principal physical office for the transaction of the activities and affairs of this corporation is located at 166 Main Street, Los Altos, CA 94022. The board of directors may change the location of the principal office. Any such change of location must be noted by the vice president of communications and secretary on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location. The board may at any time establish branch or subordinate offices and offices within the Second Life® virtual world at any place or places where this corporation is qualified to conduct its activities.

Section 1.3: Purposes. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3), Internal Revenue Code or the corresponding provision of any future United States internal revenue law. This corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or the corresponding provisions of any future United States internal revenue law, or (b) a corporation, contributions to which are deductible under Internal Revenue Code section 170(c)(2) or the corresponding provisions of any future United States internal revenue law. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this 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.

The specific purpose of this corporation is to educate the public and profession concerning legal issues arising from the Second Life® virtual world (www.secondlife.com); study the legal, business, and technical implications of the 3D Internet, including virtual worlds, and the Second Life® virtual world in particular; offer its members opportunities to meet and discuss the association’s interests with professionals from around the world; and promote justice, professional excellence, and the rule of law in Second Life®.

Section 1.4: Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term ‘person” includes both a legal entity and a natural person.

Section 1.5: Dedication of Assets. This corporation’s assets are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).

Section 1.6: Second Life® Meeting Location. Meetings of the members or the board of directors may be held in the Second Life® virtual world. Communications during such meetings constitute electronic transmission by and to the corporation, as provided in Corporations Code Sections 20 and 21. The corporation will maintain a record of any member or board member votes or other actions at meetings by keeping a transcript of meetings.

Section 1.7: Eligibility for Membership and Dues. Membership is open to any Second Life® resident. Yearly dues are L$500 or such amount that the members set by majority vote.

ARTICLE II. MEMBERS

Section 2.1: Place of Board Meetings. Meetings of the members shall be held in the Second Life® virtual world or at any place within or outside California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

Section 2.2: Meetings by Telephone or Other Telecommunications Equipment. Any member meeting may be held via the Second Life® client software, other software capable of accessing Second Life®, or by conference telephone, video screen communication, or other communications equipment. Participation in a meeting held in the Second Life® virtual world shall constitute presence in person at the meeting. Participation in a meeting under this Section other than in the Second Life® virtual world shall constitute presence in person at the meeting if all of the following apply:

• (a) Each member participating in the meeting can communicate concurrently with all other members.
• (b) Each member is provided the means of participating in all matters before the members, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
• (c) The board has adopted and implemented a means of verifying both of the following:
  • (1) A person participating in the meeting is a member or other person entitled to participate in the member meeting.
  • (2) All actions of or votes by the members are taken or cast only by the members and not by persons who are not members.

Section 2.3: Transcripts of Meetings. Transcripts of the meetings will be recorded and made available in the SLBA Forums.

Section 2.4: Annual and Other Meetings. On the second Saturday of July each year, unless the board fixes another date or time to do so, the members shall hold an annual general meeting for purposes of organization, election of directors, election of officers, and transaction of other business. Notice of this meeting is not required.

Other general meetings of the members may be held at such time and place as the board may fix from time to time. A general meeting must be held at least once each calendar month. Preferably, the monthly general meeting will be held the second Saturday of each month at 10:00 AM SLT, but they can be scheduled at any time depending on the evolving needs of the officers, board, and membership.

All meetings must be publicized by an electronic group notice in Second Life® and/or email at least one week prior to the meeting.

General meetings will be conducted using basic parliamentary procedure, although the meeting chair (typically the President) is encouraged to open the meeting to general discussion to the extent that is practical.

Section 2.5: Authority To Call Special Meetings. Special meetings of the members for any purpose may be called at any time by the chairman of the board, if any, the president or any vice president, the vice president of communications and secretary, any director, or by one or more members that, in the aggregate, are entitled to cast ten percent (10%) or more of the votes at that meeting.

Section 2.6: Notice of Special Meetings. Notice of the time and place of special meetings shall be given to each member by electronic group notice in Second Life® and/or email at least one week prior to the meeting.

The notice shall state the time of the meeting and the place, if the place is other than the corporation's principal office. The notice need not specify the purpose of the meeting.

Section 2.7: Quorum. Ten members shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the members present at a duly held meeting at which a quorum is present shall be an act of the members, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law and these bylaws. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some members from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Notwithstanding the foregoing, if a majority of the members decide to vote by ballot box, any matter subject to a vote of the members shall be opened to voting of the entire membership by ballot box accessible to the members 24 hours a day for a period of ten consecutive days. Upon such vote an action taken or decision made by a majority of the members voting using such ballot box shall be an act of the members, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law and these bylaws.

Section 2.8: Waiver of Notice. Notice of a meeting need not be given to any member who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any member who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.

Section 2.9: Adjournment. A majority of the members present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 2.10: Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the members who were not present at the time of the adjournment.

Section 2.11: Action Without a Meeting. Any action that the members are required or permitted to take may be taken without a meeting if all members consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved action of the members. All such consents shall be filed with the minutes of the proceedings of the members.

ARTICLE III. BOARD OF DIRECTORS

Section 3.1: General Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.

Without prejudice to the general powers set forth in these bylaws, but subject to the same limitations, the board shall have the power to:

• (a) Appoint and remove, at the pleasure of the board, all corporate officers, agents, and employees consistent with Section 6.2; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; fix their compensation; and require from them security for faithful service.
• (b) Change the principal office or the principal business office in California and in the Second Life® virtual world from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, country, or virtual world; conduct its activities in or outside California; and designate a place in or outside California for holding any meeting of members.
• (c) Borrow money and incur indebtedness on the corporation's behalf and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities, subject to advance approval of the membership at a general meeting of the members.

More generally, the formal role of the Executive Board is to set the agenda for member meetings and make administrative decisions on proposals that need not go before the entire membership. The informal role of the board is to advise the president and help shape the SL Bar Association through active participation in activities and discussions.

Section 3.2: Number of and Qualifications for Directors. The board of directors shall consist of at least one (1) but no more than twenty (20) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. The number of directors shall be based on the following designation of board members. The board will consist of (a) the president, (b) the president elect (during the portion of the year that the office exists), (c) the vice president and chief financial officer, (d) the vice president, communications and secretary, (e) all former presidents, and (f) three members elected by the members.

Section 3.3: Restriction on Interested Persons as Directors. No more than forty-nine percent (49%) of the persons serving on the board may be “interested persons.” An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.

Section 3.4: Election of Directors, Term of Office. The initial directors shall be designated by the incorporator, and successor directors shall be elected by the members. Each director, including a director elected to fill a vacancy, shall hold office for up to one (1) year, at which time his successor shall be elected and qualified, or until his earlier resignation or removal. Directors may be elected for an unlimited number of consecutive terms.

Section 3.5: Removal. The members, by vote of a majority of the members, and the board, by vote of a majority of the members of the board of directors then in office, shall have the power to suspend, or to remove any member of the board without cause, or for conduct which in its opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity or prospects of the corporation, or which is likely, in its opinion, to endanger the welfare, interest or character of the corporation, or for any conduct in violation of state or federal law, these bylaws or the rules or regulations of the corporation which may be made from time to time. If such action is taken by the members, it may be taken at any meeting of the members upon the initiative of any member or members. If such action is taken by the board, it may be taken at any meeting of the board upon the initiative of any member or members of the board. The proceeding of the members or board in such matter shall be final and conclusive.

Section 3.6: Events Causing Vacancies on Board. A vacancy or vacancies on the board of directors shall occur in the event of (a) the death or resignation of any director; (b) the removal of any director pursuant to Section 3.5 of these bylaws; (c) the resignation of any director pursuant to Section 3.7 of these bylaws; (d) the increase of the authorized number of directors; or (e) the failure of the members, at any meeting of the board of directors at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.

Section 3.7: Resignation of Directors. Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the vice president of communications and secretary of the corporation. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the members may elect a successor to take office as of the date when the resignation becomes effective or the board may elect an interim board members to take office at such time and shall remain in office until the next general meeting of the members (at which time a replacement director shall be chosen). Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors.

Section 3.8: Vacancies Filled by Board. All vacancies on the board, occurring for any reason, shall be filled by approval of the members and shall remain in office until the next annual meeting of the members (at which time a replacement director shall be chosen). The board may appoint an interim board member to fill a vacancy on the board, occurring for any reason, until the next general meeting of the members (at which time a replacement director shall be chosen) or, if the number of directors then in office is less than a quorum, by (a) the unanimous written consent of the directors then in office, (b) the affirmative vote of a majority of the directors then in office at a meeting held according to notice or waivers of notice complying with Corporations Code section 5211, or (c) a sole remaining director.

Section 3.9: No Vacancy on Reduction of Number of Directors. Any reduction of the authorized number of directors shall not result in any director being removed before his or her term of office expires.

Section 3.10: Identity of Board Members. Board members must consent to disclosure of their “real life” identities as required by the United States of America Internal Revenue Service or other taxing authorities with jurisdiction over the corporation for the purpose of the corporation obtaining or maintaining tax exempt status, such as a 501(c)(3) designation.

ARTICLE IV. MEETINGS OF BOARD OF DIRECTORS

Section 4.1: Place of Board Meetings. Meetings of the board shall be held in the Second Life® virtual world or at any place at any place within or outside California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

Section 4.2: Meetings by Telephone or Other Telecommunications Equipment. Any board meeting may be held via the Second Life® client software, other software capable of accessing Second Life®, or by conference telephone, video screen communication, or other communications equipment. Participation in a meeting held in the Second Life® virtual world shall constitute presence in person at the meeting. Participation in a meeting under this Section other than in the Second Life® virtual world shall constitute presence in person at the meeting if all of the following apply:

• (a) Each member participating in the meeting can communicate concurrently with all other members.
• (b) Each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
• (c) The board has adopted and implemented a means of verifying both of the following:
  • (1) A person participating in the meeting is a director or other person entitled to participate in the board meeting.
  • (2) All actions of or votes by the board are taken or cast only by the directors and not by persons who are not directors.

Section 4.3: Annual and Other Meetings. On the second Saturday of July each year, unless the board fixes another date or time to do so, the board shall hold a general meeting for purposes of organization and transaction of other business. Notice of this meeting is not required.

The board shall meet monthly, and to the extent practical, shall meet prior to the monthly general meeting of the members. Notice of the date and location of monthly board meetings should be provided at least three days in advance of the meeting via email or in-world communication. Other general meetings of the board may be held without notice at such time and place as the board may fix from time to time.

Section 4.4: Authority To Call Special Meetings. Special meetings of the board for any purpose may be called at any time by the chairman of the board, if any, the president or any vice president (including the vice president of communications and secretary), or any director.

Section 4.5: Notice of Special Meetings. Notice of the time and place of special meetings shall be given to each director by (a) personal delivery of written notice; (b) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; (c) facsimile; (d) electronic mail; or (e) other electronic means. All such notices shall be given or sent to the director's address or telephone number as shown on the corporation's records.

Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, at least 48 hours before the time set for the meeting.

The notice shall state the time of the meeting and the place, if the place is other than the corporation's principal office. The notice need not specify the purpose of the meeting.

Section 4.6: Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the board, (d) indemnification of directors, and (e) removal of a director. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Section 4.7: Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.

Section 4.8: Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 4.9: Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

Section 4.10: Action Without a Meeting. Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an “interested director” as defined in Corporations Code section 5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.

Section 4.11: Referral of Matters to a Member Meeting. Notwithstanding Section 4.6 and Section 4.10, (a) any member of the board can refer any motion proposed to the board to a vote by the general membership by declaring that motion an agenda item for the next general meeting of the members, and (b) a majority of the board can refer any motion proposed to the board to a vote of the general membership by ballot box to be conducted under the procedures of Section 2.7. Following a reference under this Section, the board shall not be entitled to take any action or make any decision with respect to the subject of that motion.

ARTICLE V. REIMBURSEMENT OF EXPENSES

Directors and members of committees of the board may receive such reimbursement of expenses as the board may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.

ARTICLE VI. OFFICERS OF THE CORPORATION

Section 6.1: Offices Held. The officers of this corporation shall be a president, a vice president of communications and secretary, and a vice president and chief financial officer. The corporation, at the board's discretion, may also have a chairman of the board, one or more other vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed under Section 6.3 of these bylaws.

Any number of offices may be held by the same person, except that neither the vice president of communications and secretary nor the vice president and chief financial officer may serve concurrently as either the president or the chairman of the board.

Section 6.2: Election of Officers. The officers of this corporation, except any appointed under Section 6.6 of these bylaws, shall be chosen annually by the members at their annual meeting and shall serve at the pleasure of the board and members, subject to the rights of any officer under any employment contract. The vice president and chief financial officer and vice president of communications and secretary take office the August 1 following elections. The president-elect takes over the office of president on February 1 of the year following elections.

In order to allow the president to carry out his or her duties as the public face of the SL Bar Association, the president-elect (and thus, the president) must (a) be a lawyer qualified to practice law, conduct litigation, act as advocate, and/or give legal advice, in at least one real life jurisdiction, in accordance with the laws and rules of professional conduct (if any) of that jurisdiction and (b) make his or her "real life" name and bar memberships publicly available.

In order to meet reporting requirements with the Secretary of State of California, the vice president and chief financial officer and vice president of communications and secretary must make his or her “real life” name and bar memberships publicly available.

Except as set forth above in this Section, no other offices require lawyer status or disclosure of any real life personally identifiable information.

Section 6.3: Appointment of Other Officers. The board or members may appoint and authorize the chairman of the board, the president, or another officer to appoint any other officers that the corporation may require. Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in the bylaws or established by the board.

Section 6.4: Removal of Officers. Without prejudice to the rights of any officer under an employment contract, the board may remove any officer with or without cause. An officer who was not chosen by the board may be removed by any other officer on whom the board confers the power of removal.

Section 6.5: Resignation of Officers. Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.

Section 6.6: Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office.

ARTICLE VII. RESPONSIBILITIES OF OFFICERS

Section 7.1: Chairman of the Board. If a chairman of the board of directors is elected, he or she shall preside at board meetings and shall exercise and perform such other powers and duties as the board may assign from time to time. If there is no president, the chairman of the board shall also be the chief executive officer and shall have the powers and duties of the president of the corporation set forth in these bylaws.

Section 7.2: President. Subject to such supervisory powers as the board may give to the chairman of the board, if any, and subject to the control of the board, the president shall be the general manager and chief executive officer of the corporation and shall supervise, direct, and control the corporation's activities, affairs, and officers. The president shall, in the absence of the chairman of the board, or if none, preside at all board meetings. The president will run general member meetings and act as the public face of the corporation. The president shall have such other powers and duties as the board or the bylaws may require.

Section 7.3: Vice Presidents. If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the board, or, if not ranked, a vice president designated by the board, shall perform all duties of the president. When so acting, a vice president will have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the board or the bylaws may require.

Section 7.4: Vice President of Communications and Secretary. The vice president of communications and secretary shall keep or cause to be kept, at the corporation's principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, actions of the board, and actions of committees of the board. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; and the names of persons present at board and committee meetings.

The vice president of communications and secretary shall keep or cause to be kept, at the principal California office, a copy of the articles of incorporation and bylaws, as amended to date.

The vice president of communications and secretary shall give, or cause to be given, notice of all meetings of the board, and of committees of the board that these bylaws require to be given. The vice president of communications and secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the board or the bylaws may require.

In addition, the vice president of communications and secretary will manage the web site, forum, and broadcast communications to members.

Section 7.5: Vice President and Chief Financial Officer. The vice president and chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and transactions. The vice president and chief financial officer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these bylaws, or by the board. The books of account shall be open to inspection by any director at all reasonable times.

The vice president and chief financial officer shall (a) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate; (b) disburse the corporation's funds as the board may order; (c) render to the president, chairman of the board, if any, and the board, when requested, an account of all transactions as vice president and chief financial officer and of the financial condition of the corporation; and (d) have such other powers and perform such other duties as the board or the bylaws may require.

If required by the board, the vice president and chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the vice president and chief financial officer on his or her death, resignation, retirement, or removal from office.

ARTICLE VIII. EXECUTIVE DIRECTOR

The corporation may employ an executive director who shall be appointed, employed, and discharged by the board. If employed, the executive director shall manage the affairs of the corporation according to the policies, principles, practices and budget authorized by the board, and shall be responsible for management of personnel, finances and programs. If employed, the executive director shall be responsible for staff management including hiring, training, disciplinary action, and discharge. If employed, the executive director shall serve as an ex-officio, non-voting member of the board. For the purpose of determining the number of directors serving the corporation, the executive director shall not be considered a member of the board.

ARTICLE IX. ADVISORY BOARD

The board may appoint an advisory board of two or more persons to provide advice and assistance to the board. Members of the advisory board may be invited to meetings of the board, but shall not be entitled to vote or exercise other powers of a director of the corporation; provided, however, to the extent permitted by law, members of the advisory board shall be entitled to the same limitations on liability and rights to indemnification as directors of the corporation. The board of directors may determine by separate resolution the operational rules which shall govern the advisory board. Advisory board members may be removed at any time, with or without cause, by the board.

ARTICLE X. DEALINGS WITH DIRECTORS AND OFFICERS

Section 10.1: Contracts with Directors and Officers. No director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation's directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation, unless (a) the material facts regarding that director's financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the board prior to the board's consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the board by a vote sufficient for that purpose without counting the votes of the interested directors; (c) before authorizing or approving the transaction, the board considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.

This Section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation.

Section 10.2: Loans to Directors and Officers. This corporation shall not lend any money or property to or guarantee the obligation of any director or officer without the approval of the California Attorney General; provided, however, that the corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the corporation.

Section 10.3: Indemnification. To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Corporations Code section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.

On written request to the board by any person seeking indemnification under Corporations Code section 5238(b) or section 5238(c), the board shall promptly decide under Corporations Code section 5238(e) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or section 5238(c) has been met and, if so, the board shall authorize indemnification.

To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under this Section 10.3 of these bylaws in defending any proceeding covered by this Section shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.

Section 10.4: Insurance. This corporation shall have the right, and shall use all reasonable efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer's, director's, employee's, or agent's status as such.

ARTICLE XI. RECORDS AND INSPECTION RIGHTS

Section 11.1: Maintenance of Corporate Records. The corporation shall cause to be maintained:

• (a) Adequate and correct books and records of account;
• (b) Written minutes of the proceedings of its members, board, and committees of the board; and
• (c) A record of each member's Second Life® avatar name.

Section 11.2: Directors’ Right To Inspect. Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, physical properties, and the records of each subsidiary, if any. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

Section 11.3: Annual Report. The board shall cause an annual report to be sent to the directors within one hundred twenty (120) days after the end of the corporation's fiscal year. That report shall contain the following information, in appropriate detail:

• (a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
• (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
• (c) The corporation's revenue or receipts, both unrestricted and restricted to particular purposes, for the fiscal year;
• (d) The corporation's expenses or disbursements for both general and restricted purposes during the fiscal year; and
• (e) An independent accountants' report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records.
• (f) Records and the annual report shall use Linden Dollars as currency, except where the corporation must report financial information to the government in U.S. Dollars, in which case reports shall show financial results in U.S. Dollars, as converted from Linden Dollars.

Section 11.4: Annual Statement of Certain Transactions and Indemnifications. As part of the annual report, the corporation shall, within one hundred twenty (120) days after the end of the corporation's fiscal year, annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind:

(a) Any transaction (1) in which the corporation, or its parent or subsidiary, if any, was a party, (2) in which an “interested person” had a direct or indirect material financial interest, and (3) which involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” includes any director or officer of the corporation, its parent, or subsidiary, if any (but mere common directorship shall not be considered such an interest).

The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Section 10.3 of these bylaws, unless that indemnification has already been approved by the members under Corporations Code Section 5238(e)(2).

ARTICLE XII. AMENDMENTS

Notwithstanding any other provision of these bylaws, an amendment of the bylaws or Articles of Incorporation of this corporation shall require the affirmative vote of two-thirds of members present at a general meeting.

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CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Vice President of Communications and Secretary of SL Bar Association, a California nonprofit public benefit corporation; that these bylaws are the bylaws of this corporation as adopted by the board of directors on December 12, 2009; and that these bylaws have not been amended or modified since that date.

Executed on December 21 at Davis, California.

/s/Catherine Fitz, Vice President of Communications and Secretary