GSC BYLAWS

for the regulation, except
as otherwise provided by statute or
its Articles of Incorporation,

of

THE GRADUATE STUDENT COUNCIL

OF THE

CALIFORNIA INSTITUTE OF TECHNOLOGY

Article I
Offices

Section 1.01. Principal Office. The principal office of the corporation (sometimes referred to herein as the "Council") is fixed and located at:

California Institute of Technology 16-58
1201 East California Boulevard
Pasadena, California 91125

The Board of Directors (herein called the "Board") is granted full power and authority to change said principal office from one location to another. Any such change shall be noted on the Bylaws opposite this Section, or this Section may be amended to state the new location.

Section 1.02. Other Offices. Branch or subordinate offices may be established at any time by the Board at any place or places.

Section 2.01. Members. The corporation shall have one class of members. All graduate students enrolled at the California Institute of Technology (the "Institute") shall be members of the corporation.

Section 2.02. Dues, Fees and Assessments. Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments in amounts to be fixed from time to time by the Board. The dues, fees, and assessments shall be equal for all members.

Section 2.03. Good Standing; Termination of Membership. Those members who have paid the required dues, fees, and assessments in accordance with these Bylaws shall be members in good standing. A membership shall terminate and a member shall be disqualified when such member is no longer enrolled as a graduate student at the California Institute of Technology.

Section 2.04. Voting Rights. All members shall have the right to vote, as set forth in these Bylaws, on the election of directors, on the disposition of all or substantially all of the Council's assets, on amendments to the Articles of Incorporation of the Council, amendments to the Bylaws of the Council (but only to the extent provided in Article VIII) of these Bylaws, or an increase in the annual dues, fees and assessments to be paid by each member, and on the merger or dissolution of the council.
Nothing in this Article II shall be construed as limiting the right of the corporation to refer to persons associated with it as "associate members" or "associates" even though such persons are not members, and no such reference shall constitute such person a member within the meaning of Section 5056 of the California Nonprofit Corporation Law. The corporation may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in the California Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the election of directors or on a disposition of substantially all of the assets of the corporation or on a merger or on a dissolution or on changes to the corporation's Articles or Bylaws, but no such person shall be a member within the meaning of Section 5056.

Section 2.05. Meetings of Members. Meetings of the members shall be held at any place within or outside California designated by the Board or by the written consent of all members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, members' meetings shall be held at the corporation's principal office.

(a) Annual Meetings. An annual meeting of members shall be held on the first Thursday of May of each year at 12:00 noon, unless the Board fixes another date and time and so notifies the members as provided in Section 2.06 of these Bylaws.

(b) Special Meetings. A special meeting of the members for any lawful purpose may be called at any time by the Board or the chair of the Board or by 5 percent or more of the members. A special meeting called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chair of the Board. The chair shall cause notice to be given promptly to the members entitled to vote, in accordance with Section 2.06 of these Bylaws, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least 35 but no more than 90 days after receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board.

Section 2.06. Notice Requirements for Members' Meetings. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with this Section 2.06, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and (l) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at such annual meeting.

(a) Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be either delivered personally, along with registration materials delivered to the members by the Institute, sent by first-class, registered, or certified mail, charges prepaid, to the off-campus address given by the member to the corporation, if any, or delivered to each member's on-campus address as it appears on the books of the corporation.
(b) Quorum. Twenty (20) percent of the members in good standing shall constitute a quorum for the transaction of business at any meeting of members, provided, however, that if any regular or annual meeting is actually attended in person or by proxy by less than one third of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under the first and second sentences of this Section 2.06.
(c) Loss of Quorum. Subject to Section 2.06 (b) of these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
(d) Adjournment. Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than 45 days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

Section 2.07. Voting. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, all members in good standing as of the record date determined under Section 2.09 shall be entitled to vote at any meeting of members. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Voting may be by voice or ballot, except that any election of directors shall be by written ballot pursuant to the provisions of Sections 2.08 and 3.03 of these Bylaws. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number is required by the California Nonprofit Public Benefit Corporation Law or by the Articles of Incorporation.

Section 2.08. Action by Written Ballot Without Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by complying with this Section.

(a) Solicitation of Written Ballots. The corporation shall distribute a notice of election by written ballot to each member entitled to vote on the matter. Such notices shall be mailed or delivered in the manner required by Section 2.06 of these Bylaws. All notice of election by written ballot shall (l) indicate the number of responses needed to meet the quorum requirement; (2) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure or measures; and (3) specify the time and place where the member may cast his or her ballot. Balloting shall take place at the time(s) and place(s) set by the Board and specified in the notice. Each voter must sign an official register at the place of voting before submitting a ballot.
(b) Number of Votes and Approvals Required. Approval by written ballot shall be valid only when (l) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of the votes cast by written ballot without a meeting.

Section 2.09. Record Date for Notice, Voting Written Ballots and Other Actions. For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the Board may, in advance, fix a record date. The record date so fixed:

(a) for notice of a meeting shall not be more than 90 nor less than 10 days before the date of the meeting;
(b) for voting at a meeting shall not be more than 60 days before the date of the meeting;
(c) for voting by written ballot shall not be more than 60 days before the day on which the first written ballot is mailed or solicited; and
(d) for any other action shall not be more than 60 days before that action.

Section 3.01. Powers. Subject to limitations of the Articles and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

(a) To select and remove all the other officers, agents and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles or these Bylaws and fix their compensation,if any.
(b) To conduct, manage and control the affairs and activities of the corporation and to make such rules and regulations therefore not inconsistent with law, the Articles or these Bylaws, as they may deem best.
(c) To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem best.
(d) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities.

Section 3.02. Number of Directors. The Board of directors shall consist of at least ten (10) but no more than forty (40) directors, until changed by amendment to these Bylaws. The exact number of directors is dependent upon the number of graduate students enrolled at the Institute and the number of graduate students enrolled in each academic option. The number of authorized directors shall be determined at the time of the annual election described in Section 3.03, and the exact number of directors shall be fixed at that time by a resolution of the Board.

Section 3.03. Election and Term of Office.Directors shall be elected by written ballot of the members at the Institute during the second week of the spring term of the academic year in accordance with Section 2.08 and this Section 3.03.

(a) Qualification. Only currently enrolled students of an academic option of the Institute may be elected as a director of the corporation by the members enrolled in that option.
(b) Election.

(1) Nominations: The graduate students of the Institute shall be notified of a forthcoming election of directors no later than ten (10) days before nominations for directors are due. Directors for an option shall be nominated by written endorsement by two members of such option other than the nominee; all nominations shall be accompanied by the written consent of the nominee. Nomination of each director at large requires the written endorsement of ten students other than the nominee representing at least four different options and shall be accompanied by the written consent of the nominee. Written endorsement from directors currently serving on the Board cannot be used to satisfy the requirements for nomination as an option representative or a director-at-large.

(2) Selection of Option Representatives: With respect to a particular option, if the number of nominees is equal to or less than the number of directors that such option is entitled to elect, as determined under Section 3.03(c), the nominees may be declared the directors without election unless an election is requested by five (5) or more members enrolled in such option. Otherwise, if the number of nominees is greater than the number of directors, an election of the members in that option shall be held. A simple majority of a quorum of the members voting at such election shall be required to elect a director.

(3) Selection of Directors-at-Large: If more nominations for director-at-large are submitted that are allowed under Section 3.03(c), the selection of directors shall be made by the Board pursuant to Section 3.03(d).

(c) Determination of Number of Directors. Members in each academic option in which ten (10) or more members are then enrolled shall be entitled to elect one director for each fifty members, or fraction thereof, currently enrolled in the option. One director-at-large is authorized for every 200 members in the corporation or fraction thereof. Members in each academic option in which fewer than ten (10) members are then enrolled (an "Underenrolled Option") shall affiliate themselves, for purposes of electing a director, with one or more other academically related Underenrolled Options, so that the total enrollment of the affiliated Underenrolled Options is at least ten members. In the event that an academically related Underenrolled Option cannot be identified, an Underenrolled Option may affiliate itself with an academically related Option having ten or more students. Any disputes regarding affiliation of Underenrolled Options shall be resolved by the GRB Chair pursuant to Section 3.03 (f) below.
(d) Directors at Large. The directors at large shall be nominated by the members of the corporation, as provided in Section 3.03(b) above. The nomination shall be presented to the Council by the nominee, and the Board of Directors of the Council shall vote to confirm or reject the nomination by a simple majority of a quorum of the Board. The vote to confirm or reject nominees for director-at-large must occur at the first Board meeting after nominations have been submitted and after the ten-day waiting period for simultaneous late nominations (described in Section 3.03(e)(2), below) has passed. Except for the special case of multiple late nominations from a single option (see Section 3.03(e)(2), below), the Board must vote to confirm or reject the pending nominees before taking other votes. In the event that the number of nominees exceeds the number of vacancies, the Board may first vote to determine the order in which nominees will be confirmed or rejected; once enough nominees have been confirmed to fill all vacancies, remaining nominees shall be automatically rejected. The timely nominees for director-at-large shall be confirmed or rejected by the incoming Board during the annual meeting held according to Section 3.06.
(e) Late Nominations. Late nominations for option representatives and directors-at-large shall be accepted according to the following rules. 1. Late Option Nominations. If no nominations for director are received from an option for one or more seats on the Board of Directors, those seats may remain unfilled. If after the deadline for regular nominations, there remain vacant seats within an option, upon subsequent nomination of a director by the written endorsement of four (4) members of the option (other than the nominee or current directors), accompanied by the written consent of the nominee, the nominee shall be declared a director for that option without election. In the case of simultaneous late nominations of more candidates than there are vacancies, a byelection of the members shall be held. Late nominations for option representative from a given option received within ten days of the first late nomination for that position shall be considered to be simultaneous nominations, and a late nominee shall not be allowed to serve as a director until the end of that time period. 2. Late Director-at-Large Nominations. If after the deadline for regular nominations, there remain vacant seats for directors-at-large, late directors-at-large may be appointed if the nominees fulfill these three requirements: (1) the nominee must submit the written endorsement of twelve (12) members of the corporation (other than the nominee or current directors) representing at least five (5) options; (2) the nominee must submit their written consent; and (3) the Board of Directors must confirm the nominee pursuant to Section 3.03(d). Late nominations for open director at large positions received within ten days of the first late nomination for such position shall be considered to be simultaneous nominations. In the case of simultaneous late nominations of more candidates than there are vacancies, directors shall be selected through the confirmation process pursuant to Section 3.03(d). Once a director-at-large vacancy is filled by late nomination, nominations for another director-at-large vacancy from a member of the same option or an affiliated option cannot be voted on for at least three weeks, even if those nominations were submitted simultaneously. Any other nominations for director-at-large received during those three weeks shall be considered simultaneous. After the three weeks have passed, the Board shall vote to confirm or reject the late nomination(s) at the next Board meeting pursuant to Section 3.03(d).
(f) Administration and Supervision of Elections. The Chair of the Graduate Review Board (GRB Chair) shall administer and certify the annual election of directors, as well as any by elections that are necessary. The GRB Chair shall have the authority to promulgate rules and regulations regarding how elections shall be held, and may delegate his/her authority to administer and supervise such election to other committees and/or individuals selected by the GRB Chair.

Section 3.04. Vacancies. Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any director may resign effective upon giving written notice to the chair, the secretary or the Board, unless the notice specifies a later time for effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective.
Vacancies in the Board shall be filled at the next annual election of directors by the members pursuant to Section 3.03 of the Bylaws. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, disqualification, resignation or removal of any director or if the authorized number of directors is increased. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

Section 3.05. Place of Meeting. Meetings of the Board shall be held at any place within the State of California which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of the corporation.

Section 3.06 Annual Meetings. The Board shall hold an annual meeting for the purpose of organization, selection of officers and the transaction of other business. Annual meetings of the Board shall be held without call or notice on the first Thursday of May each year at 12:00 noon, local time.

Section 3.07 Regular Meetings. The following regular meetings shall be held at such times as may be fixed by the Board:

(a) Transitional meeting - the outgoing chair shall call and preside over a transitional meeting of the incoming and outgoing directors within ten (10) days after the annual election is held pursuant to Section 3.03 above. Pending business, current finances and the function of the committees shall be submitted to the incoming directors.
(b) Other meetings - the Board of Directors of the Council shall conduct at least two (2) other regular meetings during each term and each summer interim. Meetings may be called by the chair or at the request of no fewer than five directors.

Section 3.08. Quorum. One-third of the elected and acting directors constitutes a quorum of the Board for the transaction of business, except to adjourn as provided in Section 3.11 of this Article III. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.09. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 3.10. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 3.11. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 3.12. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 3.13. Rights of Inspection. With the exception of certain confidential Graduate Review Board documents referred to in Section 5.01 and described in Exhibit A hereto, every director shall have the absolute right to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Council, within one week after having made a written request to the Board to do so.

Section 3.14. Committees. The Board may appoint one or more committees, each consisting of two or more directors or members, and delegate to such committees any of the authority of the Board, except with respect to:

(a) The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires approval of the members or approval of a majority of all members;
(b) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(c) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(d) The appointment of other committees of the Board or the members thereof;
(e) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or
(f) Except to the extent provided by Section 5233 of the California Nonprofit Public Benefit Corporation Law, the approval of any self dealing transaction, as such transactions are defined in said Section.

Any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the directors then in office, provided a quorum is present, and any such committee may be designated by such name as the Board shall specify. The Board may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article III applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

Section 4.01. Officers. The officers of the corporation shall be a Chair, a Vice Chair, a Secretary and a Treasurer. The corporation may also have, at the discretion of the Board, a President, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 4.04 of this Article IV. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as the President or Chair of the Board.

Section 4.02. Election. The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 4.04 or Section 4.06 of this Article IV, shall be elected annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.

Section 4.03. Executive Committee. The Chair, Vice Chair, Secretary and Treasurer of the Board shall constitute the Executive Committee of the Council, which may meet periodically to consider administrative matters such as agenda, publications and record keeping. The Executive Committee shall have no greater authority than that which may be delegated to a Committee by the Board pursuant to Section 3.14 hereof.

Section 4.04. Subordinate Officers. The Board may elect, and may empower the Chair to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

Section 4.05. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06. Vacancies. 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 regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

Section 4.07. Chair. The Chair shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board. The Chair is the official representative of the Council to other organizations unless in a specific instance the Council names another representative. The Chair has, subject to the control of the Board, general supervision, direction and control of the business and officers of the corporation. The Chair has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board.

Section 4.08. Vice Chair. In the absence or disability of the Chair, the Vice Chair shall perform all the duties of the Chair and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chair. The Vice Chair is ex officio Chair of the Publicity Committee, and in that capacity, shall periodically inform the members of the business of the Council. In addition, the Vice Chair shall have such other powers and perform such other duties as from time to time may be prescribed for him or her, respectively, by the Board.

Section 4.09. Secretary. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, the notice thereof given, the names of those present at Board and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California a certified copy of the corporation's Articles and a copy of the Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of members, of the Board and of any committees required by these Bylaws or by law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 4.10. Treasurer. The Treasurer is the chief financial officer of the corporation and ex officio Chair of the Finance Committee, as appointed by the Board pursuant to Section 3.14 above. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all times be open to inspection by any director in the presence of the Treasurer. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation at all times, and shall provide a copy of such report to any member requesting it. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 5.01. The Honor System. The members of the Council recognize an Honor System by which all graduate students at the Institute must abide. The Board, as the elected representatives of the graduate students at the Institute, are responsible for the administration of the Honor System at the Institute. The Honor System is set forth in Exhibit A hereto and incorporated herein by this reference.

Section 5.02. Nondiscrimination. All GSC policies, programs, services, and activities are handled in a nondiscriminatory manner without regard to race, religious belief, color, gender, national or ethnic origin, sexual orientation, or handicap, except as noted in Section 5.02(b) of these Bylaws. The GSC requires that all programs, services, and activities that it supports follow nondiscriminatory practices.

(a) The GSC defines a nondiscriminatory program, service, or activity as one that welcomes all members of the Caltech graduate student community and is advertised campus-wide in such a way that all graduate students feel welcome.

(b) At the discretion of the Board (or its designated representative), the GSC may advertise or otherwise publicize organizations, programs, services, or activities that do not follow nondiscriminatory practices. At the discretion of the Board, the GSC may offer a representative to serve as a GSC liaison for a program, service, or activity that does not follow nondiscriminatory practices; however, the GSC should not be listed as a sponsor or supporter of the program, service, or activity.

Section 5.03. Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by the Chair and the Secretary or any Assistant Secretary or the Vice Chair and the Treasurer or any Assistant Treasurer of the corporation, shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 5.04. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

Section 5.05. Amendments. Certain sections of these Bylaws may be amended, and the Bylaws may be repealed only by a vote of the then enrolled graduate students of the Institute. Except for those sections enumerated in Article VIII below, the Bylaws may be amended by resolutions of the Board.

Section 5.06. Affirmative Action. The GSC supports affirmative action and equal opportunity in all of its endeavors and those which it supports.

Section 6.01. Definitions. For the purposes of this Article VI, "agent" means any person who is or was a director, officer, employee or other agent of the corporation, or of a predecessor organization; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under Sections 6.04 or 6.05(b) of this Article VI.

Section 6.02. Indemnification in Actions by Third Parties. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that his or her conduct was unlawful.

Section 6.03. Indemnification in Actions by or in the Right of the Corporation. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person reasonably believed to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 6.03:

(a) In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;
(b) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the corporation.

Section 6.06. Other Indemnification. No provision made by the corporation to indemnify its directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this Article VI. Nothing contained in this Article VI shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

Section 6.07. Forms of Indemnification not Permitted. No indemnification or advance shall be made under this Article VI, except as provided in Sections 6.04 or 6.05(b), in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the Articles, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 6.08. Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article VI, provided, however, that a corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.

Section 7.01. Maintenance of Corporate Records. The corporation shall keep:

(l) Adequate and correct books and records of account;

(2) Written minutes of the proceedings of its members, Board and committees of the Board; and

(3) A record of each member's name and on-campus address.

Section 7.02. Member's Inspection Rights. Subject to Division 2, Part 2, Chapter 13, Article 3 (commencing at Section 6330) of the California Corporations Code and unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member:

(a) Inspect and copy the records of members' names and on-campus addresses during usual business hours on five days' prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested; and

(b) Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names and on-campus addresses of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten days after (i) the demand is received of (ii) the date specified in the demand as the date as of which the list is to be compiled.

The corporation may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.
If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
Any inspection and copying under this Section may be made in person or by the member's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation.

Section 7.03. Accounting Records and Minutes. On written demand on the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member's interest as a member. Any such inspection and copying may be made in person or by the member's agent or attorney. In no event, however, shall any member have any right of inspection with respect to confidential Graduate Review Board documents.

Section 7.04. Annual Report. The Board shall cause an annual report to be sent to the members and directors within 120 days after the end of the corporation's fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:

(1) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(2) The principal changes in assets and liabilities, including trust funds.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes.
(4) The expenses or disbursements of the corporation for both general and restricted purposes.
(5) Any information required by Section 7.05 of these Bylaws. The annual report shall be accompanied by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records. This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any member who requests it in writing.

Section 7.05. Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall annually prepare and mail or deliver to each member and furnish to each director a statement of any transaction or indemnification of the following kind within 120 days after the end of the corporation's fiscal year:

(1) Any transaction (i) in which the corporation was a party, (ii) in which an "interested person" had a direct or indirect material financial interest, and (iii) which involved more than $50,000, or was one of a number of transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an "interested person" is any director or officer of the corporation, its parent, or subsidiary (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 a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
(2) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Sections 6.01 through 6.08 of these Bylaws, unless that indemnification has already been approved by the members under Section 5238(e) (2) of the California Corporations Code.

Section 8.01. Amendment By Board. Subject to the rights of members under Sections 8.02 and 8.03 of these Bylaws and the limitations set forth below, the Board may adopt, amend, or repeal Bylaws unless the action would materially and adversely affect the members' voting rights. The Board may not extend the term of a director beyond that for which the director was elected.

Section 8.02. Changes to Numbers of Directors. Once members have been admitted to the corporation, the Board may not, without the approval of the members, specify or change any Bylaw provision that would:

(a) Fix or change the authorized number of directors,
(b) Fix or change the minimum or maximum number of directors, or
(c) Change from a fixed number of directors to a variable number of directors or vice versa.

Section 8.03. Members' Approval Required. Without the approval of the members, the Board may not adopt, amend, or repeal any Bylaws that would:

(a) Increase or extend the terms of directors;
(b) Allow any director to hold office by designation or selection rather than by election by the members;
(c) Increase the quorum for members' meetings;
(d) Repeal, restrict, create, expand, or otherwise change proxy rights;
(e) Authorize cumulative voting; or
(f) Any change to Exhibit A of Section 5.01.

Record of changes made to GSC By-Laws: