CTDl i/fbZZb STATE OF CALIFORNIA OFFICE OF THE ATTORNEY GENERAL REGISTRY OF CHARITABLE TRUSTS P.O. Box 903447 Sacramento, CA 94203-4470 REGISTRATION FORM Federal Employer Identification Number: 90-0064125 1. Official name and mailing address of organization: Citizens for Responsible Equitable Environmental Development 99 East "C" Street. Suite 111 Upland, CA 91786 Corporate Number: C2293461 2. Names and addresses of ALL trustees or directors and officers (attach list if necessary): Marco Gonzalez (Director), 2924 Emerson Street, Suite 220, San Diego, CA 92106 Ann E. Menasche (Director/President), 99 East "C" Street, Suite 111, Upland, CA 91786 Karen Thalhammer (Director/Secretary/Treasurer), 99 East "C"Street, Suite 111, Upland, CA 91786 3. Attach a statement fully describing the primary activity of the organization. (A copy of the material submitted with the application for Federal or State tax exemption will normally provide this information.) 4. If the organization is based outside California, comment fully on the extent of activities in California and how the California activities relate to total activities. In addition, list all funds, property and other assets held or expected to be held in California. Indicate whether or not you are monitored in your home state, and if so, by whom. 5. A) If assets (funds, property, etc.) have been received, enter the date first received:. Financial statements for past accounting periods are required. See instructions on reverse. N/A B) If assets (funds, property, etc.) have not been received, enter the date when such receipts are expected 12/2003 , Registration will be processed upon receipt of your first financial statement showing assets and/or revenue. 6. Annual accounting period adopted: D 0 Fiscal Year Ending Calendar Year. . 7. Attach your founding documents as follows: A) Corporations - Furnish a copy of the Articles of Incorporation and all amendments and current bylaws. If incorporated outside California, enter the date the corporation qualified through the California Secretary of State's Office to conduct activities in California: . B) Associations - Furnish a copy of the instrument creating the organization (Bylaws, Constitution, and/or Articles of Association). C) Trusts - Furnish a copy of the Trust Instrument or Will and Decree of Final Distribution. 8. Attach a copy of the Federal exeniption determination letter, if available. Title Secretary/Treasurer Signature, Address 99 East "C" Street, Suite 111, Upland CA 91786 April 1, 2003 Date CT-1 (1/99) . Organization's Telephone Number ( 909 ) 949-7115 SEE OTHER SIDE FOR INSTRUCTIONS RECEIVED APR 1 6 2003 Attorney General?s Registry of Charitable Trusts • • f^^OV RIN609322 P N D O R S E D - FILED MAR 1 7 2004 RESTATED KEVIN SHELLEY Secritary of State ARTICLES OF INCORPORATION OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT The undersigned certify that: A. They are the president and the secretary, respectively, of Citizens for Responsible Equitable Environmental Development. B. The Articles of Incorporation of this corporation are amended and restated to read as follows: ONE: The name of this corporation is Citizens for Responsible Equitable Environmental Development. TWO: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes. The specific purpose for which this corporation is organized is the promotion of social welfare through advocacy for and education regarding responsible and equitable environmental development. THREE: The property of this corporation is irrevocably dedicated to social welfare purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, office, or member thereof, or to the benefit of any private person. FOUR: Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment of all debts and liabilities of this corporation shall be distributed to a non-profit ftind, foundation, or corporation which is organized and operated exclusively for social welfare purposes and which has established its tax-exempt status under Section 501(c)(4) of the Internal Revenue Code. Page 1 of 2 C. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the board of directors. D. The corporation has no members. We further declare under penalty of perjury under the laws of the State of California that the matters set forth herein are true and correct of our own knowledge. Date: March 10, 2004. Ann E. Menasche, President Date: March 10, 2004. Karen Thalhammer, Secretary Page 2 of 2 4 - p' o-w . RECEIVED APR 1 4 2004 Attorney General?s Registry of Charitable Trusts 229i4M JAN - 7 2003 KEVIN SHELLEY Secretary of State ARTICLES OF INCORPORATION OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT ONE: The name of this corporation is Citizens for Responsible Equitable Environmental Development. TWO: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes. The specific purpose for which this corporation is organized is the promotion of social welfare through advocacy for and education regarding responsible and equitable environmental development. THREE: The name and address in this state of the corporation's initial agent for service of process is Cory J. Briggs, 5663 Balboa Avenue, No. 376, San Diego, CA 92111-2705. Date: January 6, 2003. U rator Cory J. Briggs, Incorporator . - . m452003 5! BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT A CALIFORNLS. PUBLIC BENEFIT CORPORATION ARTICLE 1 OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of the corporation for the transaction of its business will be located in San Diego County or San Bernardino County, California. SECTION 2. CHANGE OF ADDRESS The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws: Address: Date: Address: Date: Address: Date: SECTION 3. OTHER OFFICES The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. ARTICLE 2 ORGANIZATIONAL PURPOSE SECTION 1. MISSION AND PURPOSE The prunary mission and purpose of this corporation shall be: (1) to monitor and intervene in development projects to educate the public about and act on the connection between social and environmental justice; and (2) to support development projects that are RECEIVED APR 1 6 2003 Attor'my Gena-31?s Registry of Ch suitable 11mm accountable to the public, create equitable living conditions for people across diverse economic and social backgrounds, and protect environmental resources. ARTICLE 3 DIRECTORS SECTION I. NUMBER The corporation shall have at least three (3) and no more than seven (7) Directors, and collectively they shall be known as the Board of Directors (or "the Board"). The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, in accordance with these Bylaws. SECTION 2. POWERS Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation of this corporation ("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 of Directors. SECTION 3. DUTIES It shall be the duty of the Directors to: (a) Perform any and all duties unposed on them collectively or individually by law, the Articles of Incorporation of this corporation, or these Bylaws; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation; (c) Supervise all officers, agents, and employees of the corporation in order to assure that their duties are performed properly; (d) Meet at such tunes and places as required by these Bylaws; and (e) Register their addresses with the Secretary of the corporation, such that notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 2 OF 18 SECTION 4. TERMS OF OFFICE Each Director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until the Director's successor is elected and qualifies. SECTION 5. COMPENSATION Directors shall serve without compensation unless otherwise agreed by the Board, but, if so, not to exceed $50.00 per regular meeting. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering their services to the corporation in any capacity other than Director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article. SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either: (a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or parttime officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or (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 any such person. SECTION 7. PLACE OF MEETINGS Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California that has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 3 OF 18 all Directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply: (a) Each Director participating in the meeting can communicate with all the other Directors concurrently; (b) Each Director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and (c) The corporation adopts and implements some means of verifying (1) that all persons participating in the meeting are Directors of the corporation or are otherwise entitled to participate in the meeting and (2) that all actions of or votes by the Board are taken and cast only by Directors and not by persons who are not Directors. SECTION 8. REGULAR AND ANNUAL MEETINGS Regular meetings of Directors shall be held annually on a non-holiday weekday. At the annual meeting. Directors shall be elected by the Board of Directors and in all other respects in accordance with this section. Cumulative voting by Directors for the election of Directors shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Each Director shall cast one vote, with voting being by ballot only. SECTION 9. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chair of the Board, the Secretary, any two Directors, the Executive Director, or the Assistant Director, and such meetings shall be held at the place, within or without the State of California, designated by the person(s) calling the meeting, and in the absence of such designation, at the principal office of the corporation. SECTION 10. NOTICE OF MEETINGS Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or telegraph. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mail or on its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 4 OF 18 shown on the books of the corporation. If a meeting is adjourned without all business having been concluded, notice of the time and place of a follow-up meeting need not be given to any absent Directors if (1) the time and place of the adjourned meeting are fixed at the adjourned meeting and (2) the adjourned meeting is held no more than twenty-four (24) hours after the start time of the adjourned meeting. Notice shall be given in all other cases. SECTION 11. CONTENTS OF NOTICE Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any Board meeting need not be specified in the notice. SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided that a quorum (defined below) is present and that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 13. QUORUM FOR MEETINGS A quorum shall consist of fifty percent (50%) of the Directors plus one (1) Director. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 5 OF 18 SECTION 14. MAJORITY ACTION AS BOARD ACTION 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 is the act of the Board of Directors, unless the Articles of Incorporation of this corporation, these Bylaws, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233), and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board. SECTION 15. CONDUCT OF MEETINGS Meetings of the Board of Directors shall be presided over by the Chair of the Board or, if such person is absent or has not been designated, by the Executive Director of the corporation or, if such person is absent or has not been designated, by the Assistant Director of the corporation or, if such person is absent or has not been designated, by a Chair chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presidmg officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Roberts' Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested Director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent(s) shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 6 OF 1 8 SECTION 17. VACANCIES Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order or judgment of any court to have breached any duty under Section 5230 et seq. of the California Nonprofit Public Benefit Corporation Law. Directors may be removed without cause by a majority of the Directors then in office. Any Director may resign by giving written notice to the Chair of the Board, the Executive Director, the Secretary, or the Board of Directors, and such notice shall take effect at that tune unless it specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General. Vacancies on the Board may be filled by approval of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation, or removal from office. SECTION 18. NON-LIABILITY OF DIRECTORS The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS To the extent that a person who is or was a Director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is or was an agent of the corporation, or has been successfiil in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 7 OF 18 If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law. SECTION 20. INSURANCE FOR CORPORATE AGENTS The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) 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 Section 5238 of the California Nonprofit Public Benefit Corporation Law. ARTICLE 4 OFFICERS SECTION 1. NUMBER OF OFFICERS This corporation shall have an Executive Director, a Secretary, and a Treasurer as its officers, and a Chair of the Board of Directors, as determined by the Board. In addition, it may have one Assistant Director and any number of Assistant Secretaries, Treasurers, or other officers that the Board deems appropriate. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the Executive Director or Chair of the Board. The Chair shall be the Executive Director unless another person is appointed to that office, and the Treasurer shall be the chief financial officer unless another person is appointed to that office. SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor is elected and qualified, whichever occurs first. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 8 OF 18 SECTION 3. SUBORDINATE OFFICERS The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. SECTION 4. REMOVAL AND RESIGNATION Any officer may be removed at any time, either with or without cause, by the Board of Directors. Any officer may resign at any time by giving written notice to the Board or to the Executive Director or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any confiicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. SECTION 5. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Executive Director, such vacancy may be filled temporarily by appointment by the Executive Director until such time as the Board shiall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled, as the Board shall determine. SECTION 6. DUTIES OF EXECUTIVE DIRECTOR The Executive Director shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the corporation's affairs and the officers' activities. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, the Articles of Incorporation of this corporation, or these Bylaws, or which may be prescribed from time to time by the Board. He or she shall be a member of the Board ex officio, and unless another person is specifically appointed as Chair of the Board, he or she shall preside at all meetings thereof. If applicable, the Executive Director shall preside at all meetings of the members. Except as otherwise expressly provided by law, the Articles, or these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized by the Board. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 9 OF 18 SECTION 7. DUTIES OF ASSISTANT DIRECTOR In the absence of the Executive Director, or in the event of his or her inabiUty or refusal to act, the Assistant Director shall perform all the duties of the Executive Director, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Executive Director. The Assistant Director shall have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation of this corporation, or these Bylaws, or as may be prescribed by the Board of Directors. SECTION 8. DUTIES OF SECRETARY The Secretary shall: (a) Certify and keep current at the principal office of the corporation the original or a copy of these Bylaws as amended or otherwise altered from time to time; (b) Keep at the principal office of the corporation or at such other place as the Board of Directors may determine a book of minutes of all meetings of the Directors and, if applicable, meetings of committees of Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof; (c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws; (e) Upon request exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, these Bylaws and the minutes of the proceedings of the Directors of the corporation; and (f) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation of this corporation, or these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 9. DUTIES OF TREASURER Subject to the provisions of Article 6 of these Bylaws, the Treasurer shall: BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 1 0 OF 18 (a) Have charge and custody of and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; (b) Receive and give receipts for monies due and payable to the corporation from any source whatsoever; (c) Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements; (d) Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses; (e) Upon request exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney; (f) Upon request render to the Executive Director and Directors an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation; (g) Prepare or cause to be prepared and certify or cause to be certified the financial statements to be included in any required reports; and (h) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Articles of Incorporation of the corporation, or these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. SECTION 10. COMPENSATION The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation, provided, however, that such compensation paid to a Director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Section 6 of Article 3 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in remrn for services acmally rendered for the corporation and relating to the performance of the charitable or public purposes of this corporation. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 11 OF 18 ARTICLE 5 COMMITTEES SECTION 1. EXECUTIVE COMMITTEE The Board of Directors may, by a majority vote of Directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate thereto any of the powers and authority of the Board in the management of the business and affairs of the corporation, except with respect to: (a) The filling of vacancies on the Board or on any committee which has the authority of the board; (b) The fixing of compensation of the Directors for serving on the Board or on any committee; (c) The amendment or repeal of Bylaws or the adoption of new Bylaws; (d) The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable; (e) The appointment of committees of the Board or the members thereof; (f) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected; (g) The approval of any transaction to which this corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law. By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the autiiority so delegated to the Committee, increase or decrease (but not below two (2)) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. SECTION 2. OTHER COMMITTEES The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 1 2 OF 18 persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees. SECTION 3. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by and noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board or by the committee. The time for special meetings of committees may also be fixed by the Board. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. ARTICLE 6 EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS SECTION 1. EXECUTION OF INSTRUMENTS The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, 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 monetarily for any purpose or in any amount. SECTION 2. CHECKS AND NOTES Except as otherwise specifically determined by resolution of the Board of Directors or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall each be signed by the Treasurer and countersigned by the Executive Director of the corporation if their value is $250.00 or more and may be signed by the Treasurer alone if their value is less than that amount. SECTION 3. DEPOSITS All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 13 OF 18 SECTION 4. GIFTS The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation. ARTICLE 7 CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS The corporation shall keep at its principal office in the State of California or, if there is no such office in California, at its principal office in another state: (a) Minutes of all meetings of Directors and committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; and (c) A copy of the Articles of Incorporation of this corporation and of these Bylaws as amended to date, at all reasonable times during office hours. SECTION 2. CORPORATE SEAL The Board of Directors may adopt, use, and at will alter a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. SECTION 3. DIRECTORS' INSPECTION RIGHTS Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS Any inspection under the provisions of this Article may be made in person, or by agent or attorney, and the right to inspection includes the right to copy and make extracts. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 1 4 OF 18 SECTION 5. ATWUAL REPORT The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all Directors of the corporation, which 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 revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year; (d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and (e) Any information required by Section 7 of this Article. The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. SECTION 6. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO DIRECTORS This corporation shall mail or deliver to all Directors a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind: 1 (a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest: (1) Any Director or officer of this corporation or of its parent or subsidiary (a mere common Directorship shall not constitute a material financial interest); or (2) Any holder of more than ten percent (10%) of the voting power of the corporation or of its parent or subsidiary. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 15 OF 18 The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000). Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any Director or officer. Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction, and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. ARTICLE 8 FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the corporation shall begin on January 1 and end on December 31 of the following year. ARTICLE 9 AMENDMENT OF BYLAWS SECTION 1. AMENDMENT Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors. ARTICLE 10 AMENDMENT OF ARTICLES SECTION 1. AMENDMENT Any amendment of the Articles of Incorporation of this corporation may be adopted by approval of the Board of Directors. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 1 6 OF 1 8 SECTION 2. CERTAIN AMENDMENTS Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first Directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a Statement of Information or similar document pursuant to Section 6210 of the California Nonprofit Corporation Law. ARTICLE 11 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. ARTICLE 12 MEMBERS SECTION 1. NO MEMBERS As authorized by Section 5310 of the Nonprofit Public Benefit Corporation Law, this corporation shall have no members. Any action that, under law or under any provision of the Articles of Incorporation of this corporation or of these Bylaws, would require approval by a majority of all members or approval by the members shall only require the approval of the Board of Directors. [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK.] \ BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 17 OF 18 CERTIFICATE This is to certify that the foregoing is a true and correct copy of the Bylaws of Citizens for Responsible Equitable Environmental Development and that the Bylaws (consisting of 18 pages, including this page) were duly adopted by the Board of Directors of the corporation on April 1, 2003. Date: April 1, 2003. BYLAWS OF CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT PAGE 18 OF 18 KAMALA D. HARRIS Attorney General State of California DEPARTMENT OF JUSTICE 1300 I Street P. O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 Ext 6 Fax: (916) 444-3651 E-Mail Address: Delinquency@doj.ca.gov November 15, 2013 CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT 99 E C STREET SUITE 107 UPLAND CA 91786 CT FILE NUMBER: CT0165886 RE: WARNING OF ASSESSMENT OF PENALTIES AND LATE FEES, AND SUSPENSION OR REVOCATION OF REGISTERED STATUS. The above-named entity is required to file Form RRF-1 annually with the Attorney General’s Registry of Charitable Trusts. If the above-named entity files IRS Form 990, 990-PF or 990-EZ with the IRS, it must also file a copy of that report with this office. To identify the years for which reports have not been filed with the Registry, please visit our website at and click on "Registry Search." Enter one of the organization’s identifying numbers (CT, Corporate or FEIN). The year-end reports on file in our database will appear on the screen under the heading "Annual Renewal Information." Failure to timely file required reports violates Government Code Section 12586. Unless the above-described report(s) are filed with the Registry within 30 days of the date of this letter, the following will occur: 1. The California Franchise Tax Board will be notified to disallow the tax exemption of the above-named entity. In addition, the above-named entity will be billed $800 plus interest by Franchise Tax Board, which represents the minimum tax penalty. (See Revenue and Taxation Code section 23703). 2. Late fees will be imposed by the Registry of Charitable Trusts for each month or partial month for which the report(s) are delinquent. Directors, trustees, officers and return preparers responsible for failure to timely file these reports are also personally liable for payment of all late fees. Doc CT-454 Generic Delinquency Letter PLEASE NOTE: Charitable assets cannot be used to pay these avoidable costs. Accordingly, directors, trustees, officers and return preparers responsible for failure to timely file the above-described report(s) are personally liable for payment of all penalties, interest and other costs incurred to restore exempt status. 3 . In accordance with the provisions of Government Code section 12598, subdivision (e), the Attorney General will suspend the registration of the above-named entity. If you believe the above-described report(s) were timely filed, they were not received by the Registry and another copy must be filed within thirty (30) days of the date of this letter. In addition, if the address of the above-named entity differs from that shown above, the current address must be provided to the Registry prior to or at the time the past-due reports are filed. In order to avoid the above-described actions, please send all delinquent reports to the address set forth above, within thirty (30) days of the date of this letter. Thank you for your attention to this correspondence. Sincerely, Registry of Charitable Trusts For KAMALA D. HARRIS Attorney General Detailed instructions and forms for filing can be found on our website at http://ag.ca.gov/charities. KAMALA D. HARRIS Attorney General State of California DEPARTMENT OF JUSTICE 1300 I Street P. O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 Ext 6 Fax: (916) 444-3651 E-Mail Address: Delinquency@doj.ca.gov December 20, 2013 CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT 99 E C STREET SUITE 107 UPLAND CA 91786 CT FILE NUMBER: CT0165886 RE: SECOND NOTICE : WARNING OF ASSESSMENT OF PENALTIES AND LATE FEES, AND SUSPENSION OR REVOCATION OF REGISTERED STATUS On November 15, 2013 the Registry of Charitable Trusts sent a Warning of Impending Tax Assessment (copy enclosed) to the captioned organization. To date, no response has been received. Pursuant to that letter, the following required filings are delinquent: 1. Copies of IRS Form 990, 990-PF, or 990-EZ report(s) for fiscal year(s) ending: 12/31/08, 12/31/09, 12/31/10, 12/31/11, and 12/31/12. 2. Registration Renewal Fee (RRF-1) Report (s), together with required renewal fee, for fiscal year(s) ending: 12/31/08, 12/31/09, 12/31/10, 12/31/11, and 12/31/12. Failure to timely file required reports violates Government Code section 12586. Unless the above-described report(s) are filed with the Registry of Charitable Trusts within thirty (30) days of the date of this letter, the following will occur: 1. The California Franchise Tax Board will be notified to disallow the tax exemption of the above-named entity. In addition, the above-named entity will be billed $800 plus interest by Franchise Tax Board, which represents the minimum tax penalty. (See Revenue and Taxation Code section 23703). 2. Late fees will be imposed by the Registry of Charitable Trusts for each month or partial month for which the report(s) are delinquent. Directors, trustees, officers and return preparers responsible for failure to timely file these reports are also personally liable for payment of all late fees. PLEASE NOTE: Charitable assets cannot be used to pay these avoidable costs. Accordingly, directors, trustees, officers and return preparers responsible for failure to timely file the above-described report(s) are personally liable for payment of all Doc CT-451A Warning Impend Tax Assess 2nd Not penalties, interest and other costs incurred to restore exempt status. 3. In accordance with the provisions of Government Code section 12598, subdivision (e), the Attorney General will suspend the registration of the above-named entity. If you believe the above-described report(s) were timely filed, they were not received by the Registry and another copy must be filed within thirty (30) days of the date of this letter. In addition, if the address of the above-named entity differs from that shown above, the current address must be provided to the Registry prior to or at the time the past-due reports are filed. In order to avoid the above-described actions, please send all delinquent reports to the address set forth above, within thirty (30) days of the date of this letter. Thank you for your attention to this correspondence. Sincerely, Registry of Charitable Trusts For KAMALA D. HARRIS Attorney General Enclosure: Detailed instructions and forms for filing can be found on our website at http://ag.ca.gov/charities. KAMALA D. HARRIS Attorney General State of California DEPARTMENT OF JUSTICE 1300 I STREET P.O. BOX 903447 SACRAMENTO CA 94203-4470 Telephone: (916) 445-2021x 6 Facsimile: (916) 444-3651 E-Mail: Delinquency@doj.ca.gov April 15, 2014 CT FILE NUMBER: CT0165886 CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT 99 E "C" STREET SUITE 111 UPLAND CA 91786 RE: ANNUAL REGISTRATION RENEWAL FEE REPORT (RRF-1) We have received check number 65961. It is being returned to you for the following reason: 1. The renewal fees are not required for fiscal years ending 12/31/08, 12/31/09, 12/31/10, 12/31/11, 12/31/12 and 12/31/12. Revenues do not exceed $25,000. *NOTE: Please see attached late fee invoice. Sincerely, Registry of Charitable Trusts For KAMALA D. HARRIS Attorney General Detailed instructions and forms for filing can be found on our website at http://ag.ca.gov/charities. Doc CT-551 RRF-1 Refund Letter notification KAMALA D. HARRIS Attorney General State of California DEPARTMENT OF JUSTICE 1300 I Street P. O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 Ext 6 Fax: (916) 444-3651 E-Mail Address: Delinquency@doj.ca.gov January 28, 2014 CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT 99 E C STREET SUITE 107 UPLAND CA 91786 RE CT FILE NUMBER: CT0165886 CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT CT0165886 Notice of Intent to Suspend or Revoke Registration (Gov. Code, § 12598, subd. (e)(1); Cal.Code Regs., tit. 11, § 999.6.) Dear Members of the Board: Based on the violations set forth below, the registration of CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT will be suspended or revoked unless the enclosed written appeal is received within thirty (30) calendar days of the date of this notice. If we do not receive a written appeal, your registration will be suspended or revoked, and you will no longer be permitted to conduct business in the State of California. Government Code section 12598, subdivision (e)(1), provides that the Attorney General may revoke or suspend the registration of a charitable corporation for violations of the Supervision of Trustees and Fundraisers for Charitable Purposes Act (“the Act”) (Government Code section 12580 et. seq.). The suspension/revocation of CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT is based on the following violations: 1. Failure to file the Registration Renewal Fee (Form RRF-1) Report(s), together with required renewal fee, for fiscal year(s) ending: 12/31/08, 12/31/09, 12/31/10, 12/31/11 and 12/31/12, in violation of Government Code section 12586, subdivision (a) and California Code of Regulations, title 11, sections 301 through 306 and 311. 2. Failure to file IRS Form 990, 990PF, or 990EZ, report(s) for fiscal year(s) ending: 12/31/08, 12/31/09, 12/31/10, 12/31/11 and 12/31/12, in violation of Government Code section 12586, subdivision (a) and California Code of Regulations, title 11, sections 301 through 305. Doc CT-453 Suspension Letter The above violations are not exhaustive and are limited to the information currently available to our office. You have the opportunity to appeal our decision by filing a written appeal and request for hearing with the Registrar of Charitable Trusts within thirty (30) calendar days of the date of this notice. To appeal the decision and request a hearing, please provide the information requested below and return the written request to the undersigned, within 30 days of this notice, to the following address: Registry of Charitable Trusts, P.O. Box 903447, Sacramento, CA 94203-4407. Please retain a copy of the request for your records. We direct your attention to the appeal procedures under California Code of Regulations, title 11, sections 999.6 through 999.8, available on our website at www.ag.ca.gov/charities/statutes.php. If you appeal the decision and request a hearing, you will be notified by our office of the scheduled hearing date. Sincerely, Kevis Foley, Registrar For KAMALA D. HARRIS Attorney General APPEAL AND REQUEST FOR HEARING I, ____________________________ (name), as _________________________ (title/position) of _________________________ (registrant entity), registration number _______________, hereby appeal the Registrar’s above decision and request a hearing pursuant to California Code of Regulations, title 11, section 999.6. I can be reached at the following address (required): ___________________________ ___________________________ ___________________________ ___________________________ and telephone number: ________________ (required). Statement of basis for appeal (required): _______________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ (You may attach additional pages as necessary.) _________________ Date ______________________________ Signature MAIL TO: Registry of Charitable Trusts P.O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 WEB SITE ADDRESS: http://ag.ca.gov/charities/ ANNUAL REGISTRATION RENEWAL FEE REPORT TO ATTORNEY GENERAL OF CALIFORNIA Sections 12586 and 12587, California Government Code 11 Cal. Code Regs. sections 301-307, 311 and 312 LATE FEES INVOICE CITIZENS FOR RESONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT 99 EAST “C” STREET, SUITE 111 UPLAND CA 91786 CT FILE NO: 0165886 The annual financial report(s) for the fiscal years ending 12/31/08, 12/31/09, 12/31/10, 12/31/11 and 12/31/12 were not filed with the Registry of Charitable Trusts in a timely manner. As a result, late fees have been assessed. A $25.00 late fee is due for every month or partial month, st calculated from the 31 day after the first delinquency notice was mailed. Failure to file a report by the required due date is a violation of Government Code section 12586.1. Late fees cannot be waived. Date Delinquency Notice Mailed Number of Months or Partial Months Late November 15, 2013 5 mos. (The final document(s) requested on the Intent to Suspend was received in April 2014) Accrued Late Fees $125.00 Payment Due On or Before April 30, 2014 Please remit the payment along with a copy of this letter to the address shown above. CT-460 KAMALA D. HARRIS State of California DEPARTMENT OF JUSTICE Attorney General 1300 I STREET P.O. BOX 903447 SACRAMENTO, CA 94203-4470 Telephone: (916) 445-2021, Ext. 6 Facsimile: (916) 444-3651 E-Mail: Delinquency@doj.ca.gov April 22, 2014 CITIZENS FOR RESPONSIBLE EQUITABLE ENVIRONMENTAL DEVELOPMENT 99 E "C" STREET SUITE 111 UPLAND CA 91786 CT FILE NUMBER: CT0165886 RE: INTENT TO SUSPEND LETTER All the required documentation and late fees have been received so the above organization is now current with our office and the intent to suspend has been cleared. FYI: Unless you have an approved IRS extension, the RRF-1 form is required to be submitted to our office annually 4 months and 15 days from the end of your fiscal year. If the “Gross Annual Revenue” is over $50,000.00 than a copy of the IRS 990, 990EZ or 990PF is also required. Sincerely, Sara Dodge Staff Services Analyst Registry of Charitable Trusts For KAMALA D. HARRIS Attorney General