vy Registry of Charitable Trusts P.O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 WEBSITE ADDRESS: http://ag.ca.gov/charities/ INITIAL REGISTRATION FORM STATE OF CALIFORNIA OFFICE OF THE ATTORNEY GENERAL REGISTRY OF CHARITABLE TRUSTS (Government Code Sections 12580-12599.7) NOTE: A $25.00 REGISTRATION FEE MUST ACGOMPANY THIS REGISTRATION FORM. MAKE CHECK PAYABLE TO DEPARTMENT OF JUSTICE, rf :> i Pursuant to Section 12585, registration is required of every trustee subject to the Supervision of Trustees and Fundraisers for Charitable Purposes Act within thirty days after receipt of assets (cash or other forms of property) for the charitable purposes for w h i c h organized. Every charitable (public benefit) corporation, association and trustee holding assets for charitable purposes or doing business in the State of California must register with the Attorney General, except those exempted by California Government Code section 12583. Corporations that are organized primarily as a hospital, a school, or a religious organization are exempted by Section 12583. Name of Organization: SOUTHWEST CENTER ON RENEWABLE ENERGY Tine name of the organization should bethelegal name as stated in the organization's brganizirig instrument (iie., articles of incorporation, articles of association, or trust Instrument). Official Mailing Address for Organization: Address: City: 5858 Mount Aiifan Drive, Suite 235 SAN DIEGO state: CALIFORNIA ZIP Code: 9 2 1 1 1 Organization's telephone number: 858-495-9082 Organization's e-mail address: n / a Organization's fax number: n / a Organization's website: n / a ,All organizations must apply for.a Federal Employer Identification Number from the Internal Revenue Service, including organizations that have a group exemption or file group returns. ,, ' Federal Employer Identification Number (FEIN): Group Exemption FEIN (if applicable): 26-2974173 MllC^lifpirniacorporatibnsandforeignicorpora have qualified to do business in California will have acorporate ^ " ,^nwmber. Unmcorporated organizations are assignedian organization number by the Franchise Tax Board upon application for California rax eXemptidn. , , \ ; , • . Corporate or Organization Number: Atluiitey Qanorol'o Offico APR 2 3 i m Registrypf CharitableTrusts CT-1 REGISTRATION FORM (6/2007) r Hsnin Names and addresses of ALL trustees or directors and officers (attach a list if necessary): Name Bill PoWSrS Position Director/Chief Executive Officer Address 5858 Mount Alifan Drive, Suite 235 City San Diego State C A ZIP Code 9 2 1 1 1 NameSarichia Cacciatore Address 5858 City San Director/Secretary IVIount Alifan Drive, Suite 235 Diego Name Karin Position State C A ZIP Code 9 2 1 1 1 Langwasser Position Director/Chief Financial Officer Address 5858 Mount Alifan Drive, Suite 235 City San Diego Name Rob State C A ZIP Code 9 2 1 1 1 Solmer Position Director Address 5858 Mount Alifan Drive, Suite 235 City San Diego State C A ZIP Code 9 2 1 1 1 State ZIP Code Name Address City Describe 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.) 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 you are monitored in your home state, and if so, by whom. Attach additional sheets if necessary. The organization intends to apply, but has not yet applied, for tax-exempt status; those applications will be submitted before the end of the organization's first fiscal year. However, the Additional/Supporting Information that will be submitted to the IRS in support of the tax-exempt-status application accompanies this registration form and should provide the description requested here. The organizatipn will be required to file financial reports annually. All organizations must file the Annual Registrationmenewal .Fee;Report {RRF-1) within four months and fifteen days after the end of the organization's accounting period. Organizations receipts or total assets are also required to file either the IRS Form 990, 990-EZ; or 990iPF ' Fbrms^can be found on the Charitable Trusts' website at http://aq.ca.qov/charitieS/. v , If assets (funds, property, etc.) have been received, enter the date first received: Date assets first received: Registration with the Attorney^ General is requiredtwithih thjrty • days of receipt of assets. August 22, 2008 (+/-) VVhat annual accounting period has the organization adopted? [3 Fiscal Year Ending June 30 • Calendar Year Attorney General's Office APR 2 3 i m rof CT-1 REGISTRATION FORM (6/2007) 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. D) Trustees for charitable purposes - Furnish a statement describing your operations and charitable purpose. Has the organization applied for or been granted IRS tax exempt status Yes • No 0 Date of application for Federal tax exemption: Date of exemption letter: Exempt under Internal Revenue Code section 501(c) If known, are contributions to the organization tax deductible? Yes O No Attach a copy of the Application for Recognition of Exemption (IRS Form 1023) and the determination letter issued by the IRS. Does your organization contract with or otherwise engage the services of any commercial fundraiser for charitable purposes, fundraising counsel, or commercial coventurer? If yes, provide the name(s), address(es), and telephone number(s) of the provider(s): Commercial Fundraiser f l Fundraising Counsel []]] Commercial Coventurer Name Address City State ZIP Code Telephone Number Commercial Fundraiser Fundraising Counsel I I Commercial Coventurer f l Name Address City State ZIP Code Telephone Number Commercial Fundraiser I I Fundraising Counsel [~~1 Commercial Coventurer I I Name Address City State ZIP Code Telephone Number I declare under penalty of perjury that I have examined this registration form, including accompanying documents, and to the best of my knowledge and belief, the form and each document are true, correct, and complete. Signature "K^^^tyV Title. C f o Date. If additional information is required, please refer to the Supervision of Trustees and Fundraisers for Charitable Purposes Act v(Government Code sections 12580-12599.7), the Administrative Rules and Regulations pursuant to the Act (California Code of Regulations, Title.11, Sections 300-312.1). , . 'If y b u % v e questions regSKding registration http://aq.ca.q6v/charjti^. or you can reach us by telephone at (916) 445;^g2;)^p.fax at (916) 444-3651, V ' ^ Atlomay General's Office OT 2 3 2010 Charitsble fOf CT-1 REGISTRATION FORM (6/2007) 31211922 State of California Secretary of State I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: £L That the attached transcript of ^ page{s) has been cbmpai'ed with t he record on file in this office, of which It purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of JUL 1 1 2008 DEBRA BOWEN Secretary of State S9C/SUte Form C£-107 (REV 1/S007) PI/IITIrl CIIP-.I. ospoe KIM -mM4 ; n ; T T cpi.-frT-ypi 3 (2 4q2 ? ENDORSED • FILED . Inttwettiwotmesvcwiai'yofstatt ofm«siat8ofcalttorni0 JUL 1 1 2008 ARTICLES OF mCGRPQjRATION OF SOOTHWEST CENTER ON JRENEWABLE ENERGY ONE: TWO: The name of this corpo«tion is Southwest Center on Renewable Energy. 'resources. Page 1 of 2 9zr-n S0 '20d BlS-i -r.inuJ J n • r r on ht SIX ^ the ^ l u t i o n or^winding up of the cot^jotation. its ai»etB rwaaining after payment of orp; nonj^o: tirofit fund, fomrnon, or corporation that is organized and operated exclusivelX charital Date: July 10,2008. Ken M. Taylor, Incorporator Page2of2 9 2 I - n £b/S0r? PIIFI-.T, -urwa / n i r r c o i . - f , t - / oi BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY A CALIFORNIA 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, California. SECTION 2. CHANGE OF ADDRESS The county ofthe 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 fix)m 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,fromtime to time, designate. ARTICLE 2 ORGANIZATIONAL PURPOSE SECTION 1. MISSION AND PURPOSE The primary mission and purpose of this corporation shall be: (1) to educate the public about and facilitating and promoting the consumption of renewable energy resources. ARTICLES DIRECTORS SECTION 1. 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 CalifomiaNonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation of this corporation (also identified hereto as "the Articles") and Bylaws, the activities and affairs of this 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 imposed 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 ofthe corporation in order to assure that their duties are performed properly; (d) Meet at such times 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 tele^phed to them at such addresses shall be valid notices thereof 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 meettog. In addition, they shall be allowed reasonable advancement >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 2 OF 17 or reimbursement of expenses incurred in the performance of their regular duties as specified m 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 ofthese 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 cmrently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a foil- or part-time 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, sonin-law, dau^ter-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 ofthe 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 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 meetmg 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 p^cipating in the meeting are Directors of the corporation or are otherwise entitled >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 3 OF 17 to participate in the meeting and (2) that all actions of or votes by the Board are taken and cast only by Directors andriotby 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 forthe election ofDirectors 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 ofBce 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 byfirst-classmail 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 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 Directora 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 adjoumed 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 >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 4 OF 17 thereof. All such waivers, consents, or approvals shall befiledwith the corporate records or made a part of the minutes of the meeting. SECTION 13. QUORUM FOR MEETINGS A quorum shall consist offiftypercent (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 defmed, is not present, and the only motion which the Chair shall entertm at such meeting is a motion to adjourn. Howeyer, a majority of the Directors present at such meeting may adjournfiomtime to time un^l the timefixedfor th0 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. tlie Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss ofa quorum at the meeting due to a withdrawal ofDirectorsfromthe 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. 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 presiding officer shall appoint another person to act as Secretary of the Meeting. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 5 OF 17 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 Dkectors 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 pixrposes 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 documentfiledunder 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. 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 hxmiber 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 afinalorder of court, or convicted of a felony, or found by afinalorder 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 givmg 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 time 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 befilledby approval oftiieBoard or, if the number of Directors tiben m office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote ofa majority ofthe 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 pCTson elected tofilla 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 fi-om office. , > ^ ; BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 6 OF 17 SECTION 18. NON-LIABILITY OF DIRECTORS The Directors shall not be personally liable for the debts, liabilities, or other obligations of the coiporation. 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 he or she is or was an agent of the corporation, or has been successful 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. 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 indemriify the agent against such liability imder the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law. ARTICLE 4 OFFICERS SECTION L NUMBER OF OFFICERS This corporation shall have an Executive Director, a Secretary, and a Treasurer as its officers, and a Chair of Ae 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 ofthe Board. The Chair shall be the Executive Director unless another person is appointed to that office, and the Treasurer shall be the chieffinancialofiBcer unless another person is appointed to that office. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 7 OF 17 SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE Any person may serve as oflBcer 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. SECTIONS. SUBOM)INATE OFFICERS The Board of Directors may appomt 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 prescribedfi-omtime to time by the Board of Directors. SECTION 4. REMOVAi 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 ofreceipt 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 conflicting 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 eyent of a vacancy in any office other than that of Executive Director, such vacancy may befilledtemporarily by appointment by the Executive Director until such time as the Board shallfillthe vacancy. Vacancies occurring in offices ofofficers appointed at the discretion of the Boud 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 thb 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 prescribedfi-omtime 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 meetmgs 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 mayfi-omtime to time be authorized by the Board. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 8 OF 17 SECTION 7. DUTIES OF ASSISTANT DIRECTOR In the absence of the Executive Director, or in the event of his or her inability 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 maybe prescribed by the Board of Directors. SECTION 8. DUTIES OF SECRETARY The Secretary shall; (a) Certify and keep current at the principal office ofthe corporation the original or a copy of these Bylaws as amended or otherwise alteredfromtime 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 ofthe Directors and, if applicable, meetings of committees ofDirectors, 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 coiporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the coiporation iinder its seal is auUiorized 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 ofthe 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 coiporation, or these Bylaws, or which may be assigned to him or herfromtime 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: (a) Have charge and custody of and be responsible for all funds and securities of the corporation, and deposit all such fimds in the name ofthe coiporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 9 OF 17 (b) Receive and give receipts for monies due and payable to the corporationfromany source whatsoever; (c) Disburse or caxise to be disbursed the funds of the coiporation 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 btisiness 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 coiporation, or to his or her agent or attorney; (0 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; Prepare or cause to be prepared and certify or cause to be certified the financial statements to be included in any reqxiu-ed reports; and (g) (h) In general, perform all duties incident to the office ofTreasurer and such other duties as may be required by law, the Articles of iicoq)oration of the corporation, or these Bylaws, or which may be assigned to him or herfromtime to time by the Board of Directors. SECTION 10. COMPENSATION The salaries ofthe officers, if any, shall befixedfromtime to time by resolution of the Board of Directors, and no officer shall be preventedfromreceiving such salary by reason of the fact that he or she is also a Director of the coiporation, 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 return for services actually rendered for the coiporation and relating to the performance of the charitable or public purposes of this corporation. [This space is intentionally blank.] >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 10 OF 17 ARTICLES 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 ofthe Board which by its express terms is not so amendable or repealable; (e) The appointment ofcommittees ofthe Board or the members thereof; (f) The expenditure of corporate funds to support a nommee for Director after there are more people nominated for Director than can be elected; (g) The approval of^y transaction to which this corporation is a party and m which one or more qf 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 ofthe authority so delegated to the Committee, increase or decrease (but not below two (2)) the number of its members, and fill vacancies thereinfi-omthe members of the board. The Committee shall keep regular minutes of its proceedings, cause them to befiledwith the corporate records, and report the same to the Boardfi-omtime to time as the Board may require. SECTION 2. OTHER COMMITTEES The corporation shall have such other conunittees as mayfi-omtime to time be designated by resolution ofthe Board of Directors. Such other committees may consist of persons who are not also members ofthe board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 11 OF 17 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 ofDirectors, 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 conmiittee. 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 hot 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 ofBcer 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, drafo, 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 ofthe corporation iftheir value is $250.00 or more and may be signed by the Treasurer alone if their value is less thantiiataihount. SECTION 3. DEPOSITS All funds of the corporation shall be deposited fi-om time to time to the credit of the corporation in such bwiks, trust companies, or o&er depositories as the Board of Directors may select. SECTION 4. GIFTS The Board of Directors may accept on behalf of the corporation any contiibution, gift, bequest, or devise for the charitable or public purposes of this corporation. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 12 OF 17 ARTICLE? CORPORATE RECORDS, REPORTS AND SEAL SECTION L 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 ofall meetings ofDirectors and committees ofthe Board indicating the time and place ofholding 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 accoxmts 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 ofDirectors may adopt, use, and at will alter a corporate seal. Such seal shall be kept at the principal officie of the corporation. Failxire 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 absoluterightat any reasonable time to inspect and copy all books, records and documents ofevery kind and to inspect the physical properties ofthe 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 therightto inspection includes therightto copy and make extracts. SECTION 5. ANNUAL REPORT The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close ofthe corporation'sfiscalyear to all Directors ofthe 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 thefiscalyear; (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year, >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 13 OF 17 (c) The revenue or receipts of the coiporation, 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, dvuing the fiscal year; and (e) Any information reqxiiredby 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 M authorized officer of the corporation that such statements were pr^ared without auditfromthe 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 amoimt and circumstances of any indenmification or transaction of the following kind: (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 materialfinancialinterest); or (2) Any holder of more than ten percent (10%) of the voting power of the corporation or of its parent or subsidiary. 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 nimiber 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 previousfiscalyear 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. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 14 OF 17 ARTICLE 8 FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION year. The fiscal year of the corporation shall begin on July 1 and end on June 30 of the following 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. 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 thefirstDirectors 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 hasfileda Statement of Information or similar document pursuant to Section 6210 of the California Nonprofit Corporation Law. [This space is intentionally blank.] >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 15 OF 17 ARTICLE 11 PROfflBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROfflBITION 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 profitfromthe 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 VOTING MEMBERS As authorized by Section 5310 of the Nonprofit Public Benefit Corporation Law, this corporation shall have no "members" withm the meaning of Section 5056. Any action that, by law or imder any provision of the corporation's Articles of Incorporation 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 ofDirectors. However, pursuant to Section 5332(a) of the Nonprofit Public Benefit Corporation Law, this corporation may refer to persons associated with it or for whose interests it advocates as "members" even though such persons are not members within the meaning of Section 5056. ' ARTICLE 13 PRIVACY SECTION 1. BEST EFFORTS TO MAINTAIN PRIVACY The corporation recognizes that the privacy of its members and personnel (including officers and directors) is extremely important to them and that maintaining their privacy is essential to the smooth and effective functioning ofthe corporation. Therefore, notwithstanding any other provision of these Bylaws, the corporation's policy shall be to maintain the privacy of its members and personnel to the maximum extent permitted by law. To this end, the coiporation shall use its best efforts not to disclose any information about its members or personnel except as may be required by law or with the person's consent to disclosure. However, the corporation shall have no liability for failiire to prevent the disclosure of information about its members or personnel if the disclosure was in good faith. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 16 OF 17 WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS I, the undersigned, am one ofthe initial Directors of Southwest Center on Renewable Energy, a California public-benefit corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt these Bylaws, consisting of 17 pages (including this page), as the Bylaws of this corporation. Date: July 31,2008. Bill Powers, Director Date: July 31,2008. * O M G I N A L S I G N ED* Sarichia Cacciatore, Director Date: July 31,2008. *ORIGINALSIGPm Karin Langwasser, Director Date: July 31,2008. *ORIGINALSIGP m D * Rob Solmer, Director j } * CERTIFICATION This is to certify that the foregoing is a true and correct copy of the Bylaws of Southwest Center on Renewable Energy and that the Bylaws were duly adopted by the Board of Directors of the corporation on the date set forth above. Date: July 31,2008. -i kjj ^ Sarichia Cacciatore, Secretary >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 17 OF 17 INTERNAL REVENUE SERVICE P. O. BOX 2508 CINCINNATI, OH 45201 Date: JUL09Z009 SOUTHWEST CENTER ON RENEWABLE ENERGY 5858 MOUNT ALIFAN DR STE 235 SAN DEIGO, CA 92111 DEPARTMENT OF THE TREASURY Employer Identification Number: 26-2974173 DLN: 17053154023029 Contact Person: GARY MUTHERT ID# 31518 Contact Telephone Number: (877) 829-5500 Accounting Period Ending: June 3 0 Public Charity Status: 170(b)(1)(A)(vi) Form 990 Required: No Effective Date of Exemption: July 11, 2008 Contribution Deductibility: Yes Addendum Applies: No Dear Applicant: We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are• deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. We determined that you are a public charity under the Code section(s) listed in the heading of this letter. Please see enclosed Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Letter 947 (DO/CG) -2SOUTHWEST CENTER ON RENEWABLE Sincerely Robert Choi Director, Exempt Organizations Rulings and Agreements Enclosures: Publication 4221-PC Letter 947 (DO/CG) 1023 Form (Rev. June 2006) Department of the Treasury Application for Recognition of Exemption OMB No. 1545-0056 Note: If exempt status is approved, this application will be open for public inspection. Under Section 501(c)(3) of the Internal Revenue Code Internal Revenue Service bold Use the instructions to complete this application and for a definition of all items. For additional help, call IRS Exempt Organizations Customer Account Services toll-free at 1-877-829-5500. Visit our website at www.irs.gov for forms and publications. If the required information and documents are not submitted with payment of the appropriate user fee, the application may be returned to you. Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet and identify each answer by Part and line number. Complete Parts I - XI of Form 1023 and submit only those Schedules (A through H) that apply to you. Part I 1 Identification of Applicant Full name of organization (exactly as it appears in your organizing document) 2 c/o Name (if applicable) SOUTHWEST CENTER ON RENEWABLE ENERGY 3 Mailing address (Number and street) (see instructions) 5858 IVIOUNT ALIFAN DRIVE Room/Suite 4 Employer Identification Number (EIN) 235 City or town, state or country, and ZIP -i- 4 SANDEIGO,CA92111 6 26-2974173 5 Month tlie annual accounting period ends (01 -12) June Primary contact (officer, director, trustee, or autliorized representative) a Name: KARIN LANGWASSER, TREASURER b Phone: 909-931-9080 c Fax: (optional) 909-949-7121 7 Are you represented by an authorized representative, such as an attorney or accountant? If "Yes," provide the authorized representative's name, and the name and address of the authorized representative's firm. Include a completed Form 2848, Power of Attorney and Declaration of Representative, with your application if you would like us to communicate with your representative. • Yes IZI No 8 Was a person who is not one of your officers, directors, trustees, employees, or an authorized representative listed in line 7, paid, or promised payment, to help plan, manage, or advise you about the structure or activities of your organization, or about your financial or tax matters? If "Yes," provide the person's name, the name and address of the person's firm, the amounts paid or promised to be paid, and describe that person's role. • Yes 0 • Yes IZI No No 9a Organization's website: NONE b Organization's email: (optional) NONE 10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you are granted tax-exemption, are you claiming to be excused from filing Form 990 or Form 990-EZ? If "Yes," explain. See the instructions for a description of organizations not required to file Form 990 or Form 990-EZ. 11 Date incorporated if a corporation, or formed, if other than a corporation. 12 Were you formed under the laws of a foreign country? If "Yes," state the country. For P a p e r w o r k Reduction Act Notice, s e e page 24 of the instructions. (MM/DDA^YY) 07 / 11 / • Cat. No. 17133K Yes 2008 IZI No Form 1 0 2 3 (Rev. 6-2006) APR23 2BW 26 - 2974173 Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN: EIN; Page 2 Part II Organizational Structure You must be a corporation (including a limited liability company), an unincorporated association, or a trust to be tax exempt. (See instructions.) DO NOT file this form unless you can check "Yes" on lines 1, 2, 3, or 4. Form 1023 (Rev. 6-2006) 1 Are you a corporation? If "Yes," attach a copy of your articles of incorporation showing certification of filing with the appropriate state agency. Include copies of any amendments to your articles and be sure they also show state filing certification. 0 2 Are you a limited liability company (LLC)? If "Yes," attach a copy of your articles of organization showing certification of filing with the appropriate state agency. Also, if you adopted an operating agreement, attach a copy. Include copies of any amendments to your articles and be sure they show state filing certification. Refer to the instructions for circumstances when an LLC should not file its own exemption application. 3 Are you an unincorporated association? If "Yes," attach a copy of your articles of association, constitution, or other similar organizing document that is dated and includes at least two signatures. Include signed and dated copies of any amendments. 4a Are you a trust? If "Yes," attach a signed and dated copy of your trust agreement. Include signed and dated copies of any amendments, b Have you been funded? If "No," explain how you are formed without anything of value placed in trust. 5 Have you adopted bylaws? If "Yes," attach a current copy showing date of adoption. If "No," explain how your officers, directors, or trustees are selected. Yes • No •Yes H No • Yes 0 No • Yes IZl No • 0 Yes Yes 17] No • No Required Provisions in Your Organizing Document The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions to meet the organizational test under section 501(c)(3). Unless you can check the boxes in both lines 1 and 2, your organizing document does not meet the organizational test. DO NOT file this application until you have amended your organizing document. Submit your original and amended organizing documents (showing state filing certification if you are a corporation or an LLC) with your application. Section 501(c)(3) requires that your organizing document state your exempt purpose(s), such as charitable, religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document meets this requirement. Describe specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document. Refer to the instructions for exempt purpose language. Location of Purpose Clause (Page, Article, and Paragraph): Page 1. Article 4 (a) 2a Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively for exempt purposes, such as charitable, religious, educational, and/or scientific purposes. Check the box on line 2a to confirm that your organizing document meets this requirement by express provision for the distribution of assets upon dissolution. If you rely on state law for your dissolution provision, do not check the box on line 2a and go to line 2c. 0 0 2b If you checked the box on line 2a, specify the location of your dissolution clause (Page, Article, and Paragraph) Do not complete line 2c if you checked box 2a. A Article t> 2c See the instructions for information about the operation of state law in your particular state. Check this box if you rely on operation of state law for your dissolution provision and indicate the state: Part IV • Narrative Description of Your Activities Using an attachment, describe yourpasf, present, and p/anned activities in a narrative. If you believe that you have already provided some of this information in response to other parts of this application, you may summarize that information here and refer to the specific parts of the application for supporting details. You may also attach representative copies of newsletters, brochures, or similar documents for supporting details to this narrative. Remember that if this application is approved, it will be open for public inspection. Therefore, your narrative description of activities should be thorough and accurate. Refer to the instructions for information that must be included in your description. Part V Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors 1a List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their total annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, or other position. Use actual figures, if available. Enter "none" if no compensation is or will be paid. If additional space is needed attach a separate sheet. Refer to the instructions for information on what to include as compensation. Name Title Bill Powers President-CEO/Director Sarichia Cacciatore Secretary/Director Karin Langwasser Treasurer-CFO/Director Rob Solmer Director Mailing address 5858 lyiount Alifan Dr., Suite 235 San DiegijVCA 92111 5858 Mount Alifan Dr., Suite 235 San Diego, OA 92111 5858 Mount Alifan Dr., Suite 235 San Diego, OA 92111 5858 lyiount Alifan Dr., Suite 235 San"D"iegoVcA92li'l Compensation amount (annual actual or estimated) None/volunteer only None/volunteer only None/volunteer only None/volunteer only Form 1 0 2 3 (Rev, 6-2006) 26 - 2974173 Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN : Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued) Form 1023 (Rev. 6-2006) Part V Page 3 b List the names, titles, and mailing addresses of each of your five highest compensated employees who receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the instructions for information on what to include as compensation. Do not include officers, directors, or trustees listed in line 1a. Name Title Mailing address Compensation amount (annual actual or estimated) none c List the names, names of businesses, and mailing addresses of your five highest compensated independent contractors that receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the instructions for information on what to include as compensation. Name Title Mailing address Compensation amount (annual actual or estimated) none The following "Yes" or "No" questions relate to past, present, or p/anned relationships, transactions, or agreements with your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines la, lb, and 1c. 2a Are any of your officers, directors, or trustees related to each other through family or business relationships? If "Yes," identify the individuals and explain the relationship. b Do you have a business relationship with any of your officers, directors, or trustees other than through their position as an officer, director, or trustee? If "Yes," identify the Individuals and describe the business relationship with each of your officers, directors, or trustees. c Are any of your officers, directors, or trustees related to your highest compensated employees or highest compensated independent contractors listed on lines l b or 1c through family or business relationships? If "Yes," identify the individuals and explain the relationship. • Yes 0 No • Yes 0 No • Yes l a No • Yes 0 No 0 0 0 Yes Yes Yes • • • No No No 3a For each of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines l a , l b , or 1c, attach a list showing their name, qualifications, average hours worked, and duties. b Do any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines la, l b , or 1c receive compensation from any other organizations, whether tax exempt or taxable, that are related to you through common control? If "Yes," identify the individuals, explain the relationship between you and the other organization, and describe the compensation arrangement. 4 In establishing the compensation for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines l a , l b , and 1c the following practices are recommended, although they are not required to obtain exemption. Answer "Yes" to all the practices you use. a Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy? b Do you or will you approve compensation arrangements in advance of paying compensation? c Do you or will you document in writing the date and terms of approved compensation arrangements? Form 1 0 2 3 (Rev, 6-2006) Form 1023 (Rev. 6-2006) Part V Name: S O U T H W E S T C E N T E R O N R E N E W A B L E E N E R G Y ein: 26 - 2974173 Page 4 C o m p e n s a t i o n a n d Other Financial A r r a n g e m e n t s Witli Your Officers, Directors, Trustees, Employees, a n d i n d e p e n d e n t C o n t r a c t o r s (Continued) d Do you or will you record in writing the decision made by each individual who decided or voted on compensation arrangements? 0 Yes • No e Do you or will you approve compensation arrangements based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations? Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. IZl Yes • No f Do you or will you record in writing both the information on which you relied to base your decision and its source? E • No Yes g If you answered "No" to any item on lines 4a through 4f, describe how you set compensation that is reasonable for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in Part V, lines l a , l b , and 1c. 5a Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy in Appendix A to the instructions? If "Yes," provide a copy of the policy and explain how the policy has been adopted, such as by resolution of your governing board. If "No," answer lines 5b and 5c. r^ ^ „ b What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you for setting their own compensation? c What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you regarding business deals with themselves? Note: A conflict of interest policy is recommended though it is not required to obtain exemption. Hospitals, see Schedule C, Section I, line 14. 6a Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines la, l b , or 1c through non-fixed payments, such as discretionary bonuses or revenue-based payments? If "Yes," describe all non-fixed compensation arrangements, including how the amounts are determined, who is eligible for such arrangements, whether you place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines la, l b , and 1c, for information on what to include as compensation. • Yes El No b Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your five highest compensated employees who receive or will receive compensation of more than $50,000 per year, through non-fixed payments, such as discretionary bonuses or revenue-based payments? If "Yes," describe all non-fixed compensation arrangements, including how the amounts are or will be determined, who is or will be eligible for such arrangements, whether you place or will place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines l a , l b and 1c, for information on what to include as compensation. n ves (71 No 7a Do you or will you purchase any goods, services, or assets from any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines l a , 1b, or 1c? If "Yes," describe any such purchase that you made or intend to make, from whom you make or will make such purchases, how the terms are or will be negotiated at arm's length, and explain how you determine or will determine that you pay no more than fair market value. Attach copies of any written contracts or other agreements relating to such purchases. • Yes 0 b Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines l a l b , or 1c? If "Yes," describe any such sales that you made or intend to make, to whom you make or will make such sales, how the terms are or will be negotiated at arm's length, and explain how you determine or will determine you are or will be paid at least fair market value. Attach copies of any written contracts or other agreements relating to such sales. • Yes [Z1 No 8a Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines l a , l b , or 1c? If "Yes," provide the information requested in lines 8b through 8f. • Yes IZl No • Yes [Z1 No No b c d e Describe any written or oral arrangements that you made or intend to make. Identify with whom you have or will have such arrangements. Explain how the terms are or will be negotiated at arm's length. Explain how you determine you pay no more than fair market value or you are paid at least fair market value. f Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements. 9a Do you or will you have any leases, contracts, loans, or other agreements with any organization in which any of your officers, directors, or trustees are also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35% interest? If "Yes," provide the information requested in lines 9b through 9f. Form 1 0 2 3 (Rev, 6-2006) Form 1023 (Rev. 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN: 26 - 2974173 Part V Compensation and Other Financial Arrangements Witli Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued) b c d e Page 5 Describe any written or oral arrangements you made or intend to mal Q, X lU To .06/30/1,0 To 6/30/11 (e) Provide Total for (a) through! (d) To 250,000.00 0 0 130,000.00 0 0 100,000.00 0 0 480,000.00 0 0 Taxes levied for your benefit 0 0 0 0 0 0 0 0 6 Value of services or facilities furnished by a governmental unit without charge (not including the value of services generally furnished to the public without charge) 0 0 0 0 7 Any revenue not otherwise listed above or in lines 9-12 below (attach an itemized list) 8 Total of lines 1 through 7 0 250,000.00 0 130,000.00 0 100,000.00 0 480,000.00 9 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to your exempt purposes (attach itemized list) 0 250,000.00 0 130,000.00 0 100,000.00 0 480,000.00 0 0 0 0 0 0 0 0 250,000.00 130,000.00 100,000.00 480,000.00 V) « 3 C v s; .06/30/09 10 Total of lines 8 and 9 11 Net gain or loss on sale of capital assets (attach schedule and see instructions) 12 13 Unusual qrants Total Revenue Add lines 10 through 12 14 Fundraisinq expenses 15 Contributions, gifts, grants, and similar amounts paid out (attach an itemized list) 0 0 0 0 16 Disbursements to or for the benefit of members (attach an itemized list) 0 0 0 17 Compensation of officers, directors, and trustees 0 18 19 20 21 22 Other salaries and waqes Interest expense Occupancv (rent, utilities, etc.) Depreciation and depletion Professional fees 0 100,000.00 0 25,000.00 0 10,000.00 0 100,000.00 0 27,500.00 0 10,000.00 0 100,000.00 0 30,000.00 0 10,000.00 23 Any expense not otherwise classified, such as program services (attach itemized list) 0 0 0 0 0 0 20,000.00 22,500.00 24 Total Expenses Add lines 14 through 23 25,000.00 0 155,000.00 160,000.00 165,000.00 rf \ • Form 1 0 2 3 (Rev, 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN Financial Data (Continued) B. Balance Sheet (for your most recently completed tax year) Form 1023 (Rev. 6-2006) IgraiKl : 26 - 2974173 Page 1 0 Year End: 2009 (Whole dollars) 250,000.00 0 0 0 0 0 0 0 0 0 Assets 1 Cash 2 Accounts receivable, net . 3 Inventories 4 Bonds and notes receivable (attach an Itemized list) 5 Corporate stocks (attach an itemized list) 6 Loans receivable (attach an itemized list) 7 Other investments (attach an itemized list) 8 Depreciable and depletable assets (attach an itemized list) 9 Land 10 Other assets (attach an itemized list) 11 Total Assets (add lines 1 through 10) 250,000.00 Liabilities 12 0 12 Accounts payable 13 0 13 Contributions, gifts, grants, etc. payable 14 0 14 Mortgages and notes payable (attach an Itemized list) 15 0 15 Other liabilities (attach an Itemized list) 16 Total Liabilities (add lines 12 through 15) 16 0 Fund Balances or Net Assets 17 Total fund balances or net assets . 0 17 18 Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17) . 18 0 19 Have there been any substantial changes in your assets or liabilities since the end of the period • Yes IZl No shown above? If "Yes," explain. PartX Public Charity Status Part X Is designed to classify you as an organization that is either a private foundation or a public charity. Public charity status is a more favorable tax status than private foundation status. If you are a private foundation, Part X Is designed to further determine whether you are a private operating foundation. (See Instructions.) 1 2 3 4 5 6 7 8 9 10 11 l a Are you a private foundation? If "Yes," go to line l b . If "No," go to line 5 and proceed as instructed. If you are unsure, see the instructions. • Yes IZl No b As a private foundation, section 508(e) requires special provisions In your organizing document in addition to those that apply to all organizations described in section 501(c)(3). Check the box to confirm that your organizing document meets this requirement, whether by express provision or by reliance on operation of state law. Attach a statement that describes specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document or by operation of state law. See the instructions. Including Appendix B, for information about the special provisions that need to be contained In your organizing document. Go to line 2. • 2 Are you a private operating foundation? To be a private operating foundation you must engage directly In the active conduct of charitable, religious, educational, and similar activities, as opposed to Indirectly carrying out these activities by providing grants to individuals or other organizations. If "Yes," go to line 3. If "No," go to the signature section of Part XI. 3 Have you existed for one or more years? If "Yes," attach financial Information showing that you are a private operating foundation; go to the signature section of Part XI. If "No," continue to line 4. 4 Have you attached either (1) an affidavit or opinion of counsel, (Including a written affidavit or opinion from a certified public accountant or accounting firm with expertise regarding this tax law matter), that sets forth facts concerning your operations and support to demonstrate that you are likely to' satisfy the requirements to be classified as a private operating foundation; or (2) a statement describing your proposed operations as a private operating foundation? 5 If you answered "No" to line la, Indicate the type of public charity status you are requesting by checking one of the choices below You may check only one box. • Yes • No • Yes • No • Yes • No The organization is not a private foundation because it is: a 509(a)(1) and 170(b)(1)(A)(i)—a church or a convention or association of churches. Complete and attach Schedule A. 509(a)(1) and i70(b)(1)(A)(ii)—a school. Complete and attach Schedule B. 509(a)(1) and 170(b)(1)(A)(lii)—a hospital, a cooperative hospital service organization, or a medical research organization operated in conjunction with a hospital. Complete and attach Schedule C. 509(a)(3)—an organization supporting either one or more organizations described In line 5a through c f g or h or a publicly supported section 501(c)(4), (5), or (6) organization. Complete and attach Schedule D. ••• • Form 1 0 2 3 (Rev, 6-2006) Form 1023 (Rev. 6-2006) PartX SOUTHWEST CENTER ON RENEWABLE ENERGY EIN Public Charity Status : 26 - 2974173 Page 1 1 (Continued) e 509(a)(4)—an organization organized and operated exclusively for testing for public safety. f 509(a)(1) and 170(b)(1)(A)(iv)—an organization operated for the benefit of a college or university that is owned or operated by a governmental unit. • • g 509(a)(1) and 170(b)(1)(A)(vi)—an organization that receives a substantial part of its financial support in the form of contributions from publicly supported organizations, from a governmental unit, or from the general public. • h 509(a)(2)—an organization that normally receives not more than one-third of its financial support from gross investment income and receives more than one-third of its financial support from contributions, membership fees, and gross receipts from activities related to its exempt functions (subject to certain exceptions). • i 6 Name: A publicly supported organization, but unsure if it is described In 5g or 5h. The organization vi^ould like the IRS to decide the correct status. If you checked box g, h, or i in question 5 above, you must request either an advance or a definitive ruling by selecting one of the boxes below. Refer to the instructions to determine which type of ruling you are eligible to receive. a Request for Advance Ruling: By checking this box and signing the consent, pursuant to section 6501(c)(4) of the Code you request an advance ruling and agree to extend the statute of limitations on the assessment of excise tax under section 4940 of the Code. The tax will apply only if you do not establish public support status at the end of the 5-year advance ruling period. The assessment period will be extended for the 5 advance ruling years to 8 years, 4 months, and 15 days beyond the end of the first year. You have the right to refuse or limit the extension to a mutually agreed-upon period of time or issue(s). Publication 1035, Extending the Tax Assessment Period, provides a more detailed explanation of your rights and the consequences of the choices you make. You may obtain Publication 1035 free of charge from the IRS web site at www.irs.gov or by calling toll-free 1-800-829-3676. Signing this consent will not deprive you of any appeal rights to which you would otherwise be entitled. If you decide not to extend the statute of limitations, you are not eligible for an advance ruling. EZl 0 Consent Fixing Period of Limitations Upon Assessment of Tax Under Section 4940 of the Internal Revenue Code For Organization Karin Langwasser (Signature of Officer, Director, Trustee, or other authorized official) (Type or print name of signer) May 26, 2009 (Date) Treasurer-CFO/Director (Type or print title or authority of signer) For IRS Use Only IRS Director, Exempt Organizations (Date) b Request for Definitive Ruling: Check this box if you have completed one tax year of at least 8 full months and you are requesting a definitive ruling. To confirm your public support status, answer line 6b(i) if you checked box g in line 5 above. Answer line 6b(ii) if you checked box h in line 5 above. If you checked box i in line 5 above answer both lines 6b(i) and (ii). • (i) (a) Enter 2% of line 8, column (e) on Part IX-A. Statement of Revenues and Expenses. (b) Attach a list showing the name and amount contributed by each person, company, or organization whose gifts totaled more than the 2% amount. If the answer is "None," check this box. • (ii) (a) For each year amounts are included on lines 1, 2, and 9 of Part IX-A. Statement of Revenues and Expenses, attach a list showing the name of and amount received from each disqualified person. If the ' answer is "None," check this box. • (b) For each year amounts are included on line 9 of Part IX-A. Statement of Revenues and Expenses, attach a list showing the name of and amount received from each payer, other than a disqualified person whose payments were more than the larger of (1) 1 % of line 10, Part IX-A. Statement of Revenues and Expenses, or (2) $5,000. If the answer is "None," check this box. 7 Did you receive any unusual grants during any of the years shown on Part IX-A. Statement of Revenues and Expenses? If "Yes," attach a list including the name of the contributor, the date and amount of the grant, a brief description of the grant, and explain why it is unusual. • Yes • 0 No Form 1 0 2 3 (Rev, 6-2006) Form 1023 (Rev. 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY Part XI User Fee Information EIN: 26 - 2974173 Page 12 You must include a user fee payment with this application. It will not be processed without your paid user fee. If your average annual gross receipts have exceeded or will exceed $10,000 annually over a 4-year period, you must, submit payment of $750. If your gross receipts have not exceeded or will not exceed $10,000 annually over a 4-year period, the required user fee payment is $300. See instructions for Part XI, for a definition of gross receipts over a 4-year period. Your check or money order must be made payable to the United States Treasury. User fees are subject to change. Check our website at www.irs.gov and type "User Fee" in the keyword box, or call Customer Account Sen/ices at 1-877-829-5500 for current information. 1 2 3 Have your annual gross receipts averaged or are they expected to average not more than $10,000? If "Yes," check the box on line 2 and enclose a user fee payment of $300 (Subject to change—see above). If "No," check the box on line 3 and enclose a user fee payment of $750 (Subject to change—see above). Check the box if you have enclosed the reduced user fee payment of $300 (Subject to change). Check the box if you have enclosed the user fee payment of $750 (Subject to change). ^ 0 Yes • No • g] I declare under the penalties of perjury that I am authorized to sign this application on behalf of the above organization and that I have examined this application, including the accompanying schedules and attachments, and to the best of my knowledge it is true, correct, and complete. Please Sign k r Karin Langwasser (Signature of Officer, Director, Trustee, or other authorized official) (Type or print name of signer) JrefS^r®[-CFO/Director IVlay 26,2009 (Date) (Type or print title or authority of signer) Reminder: Send the completed Form 1023 Checklist with your fllled-in-application. Form 1023 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY eiN: 26 - 2974173 page 13 Schedule A. Churches l a Do you have a written creed, statement of faith, or summary of beliefs? If "Yes," attach copies of relevant documents. • Yes • No • Yes • No • Yes • No b Do you have a distinct religious history? If "Yes," describe your religious history. • Yes • No c Do you have a literature of your own? If "Yes," describe your literature. • Yes • No • Yes • No • Yes • No • Yes • No • Yes • No • Yes • No b If you have members, do your members have voting rights, rights to participate in religious functions, or other rights? If "Yes," describe the rights your members have. • Yes • No c May your members be associated with another denomination or church? • Yes • No d Are all of your members part of the same family? • Yes • No Do you conduct baptisms, weddings, funerals, etc.? • Yes • No Do you have a school for the religious instruction of the young? • Yes • No • Yes • No • Yes • No b Do you have a form of worship? If "Yes," describe your form of worship. 2a Do you have a formal code of doctrine and discipline? If "Yes," describe your code of doctrine and discipline. 3 Describe the organization's religious hierarchy or ecclesiastical government. 4a Do you have regularly scheduled religious services? If "Yes," describe the nature of the services and provide representative copies of relevant literature such as church bulletins. b What is the average attendance at your regularly scheduled religious services? 5a Do you have an established place of worship? If "Yes," refer to the Instructions for the information required. b Do you own the property where you have an established place of worship? 6 7 Do you have an established congregation or other regular membership group? If "No," refer to the instructions. How many members do you have? 8a Do you have a process by which an Individual becomes a member? If "Yes," describe the process and complete lines 8b-8d, below. 9 10 11a Do you have a minister or religious leader? If "Yes," describe this person's role and explain whether the minister,or religious leader was ordained, commissioned, or licensed after a prescribed course of study. b Do you have schools for the preparation of your ordained ministers or religious leaders? 12 Is your minister or religious leader also one of your officers, directors, or trustees? • Yes • No 13 Do you ordain, commission, or license ministers or religious leaders? If "Yes," describe the requirements for ordination, commission, or licensure. • Yes • No 14 Are you part of a group of churches with similar beliefs and structures? If "Yes," explain. Include the name of the group of churches. • Yes • No 15 Do you issue church charters? If "Yes," describe the requirements for Issuing a charter. • Yes • No 16 Did you pay a fee for a church charter? If "Yes," attach a copy of the charter. • Yes 17 • No Do you have other Information you believe should be considered regarding your status as a church"? If "Yes," explain. • Yes • No Form 1 0 2 3 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Section I Name: SOUTHWEST CENTER ON RENEWABLE ENERGY eiN: 26 - 2974173 page 14 Schedule B. Schools, Colleges, and Universities If you operate a school as an activity, complete Schedule B Operational Information 1a Do you normally have a regularly scheduled curriculum, a regular faculty of qualified teachers, a regularly enrolled student body, and facilities where your educational activities are regularly carried on? If "No," do not complete the remainder of Schedule B. • Yes • No b Is the primary function of your school the presentation of formal instruction? If "Yes," describe your school in terms of whether it is an elementary, secondary, college, technical, or other type of school. If "No," do not complete the remainder of Schedule B. • Yes • No 2a Are you a public school because you are operated by a state or subdivision of a state? If "Yes," explain how you are operated by a state or subdivision of a state. Do not complete the remainder of Schedule B. • Yes • No b Are you a public school because you are operated wholly or predominantly from government funds or property? If "Yes," explain how you are operated wholly or predominantly from government funds or property. Submit a copy of your funding agreement regarding government funding. Do not complete the remainder of Schedule B. • Yes • No 3 In what public school district, county, and state are you located? 4 Were you formed or substantially expanded at the time of public school desegregation in the above school district or county? ^ . • Yes • No 5 Has a state or federal administrative agency or judicial body ever determined that you are racially discriminatory? If "Yes," explain. • Yes • No 6 Has your right to receive financial aid or assistance from a governmental agency ever been revoked or suspended? If "Yes," explain. • Yes • No 7 Do you or will you contract with another organization to develop, build, market, or finance your facilities? If "Yes," explain how that entity is selected, explain how the terms of any contracts or other agreements are negotiated at arm's length, and explain how you determine that you will pay no more than fair market value for services. • Yes • No • Yes • No Note. Make sure your answer is consistent with the information provided in Part Vlll, line 7a. 8 Do you or will you manage your activities or facilities through your own employees or volunteers? If "No," attach a statement describing the activities that will be managed by others, the names of the persons or organizations that manage or will manage your activities or facilities, and how these managers were or will be selected. Also, submit copies of any contracts, proposed contracts, or other agreements regarding the provision of management services for your activities or facilities. Explain how the terms of any contracts or other agreements were or will be negotiated, and explain how you determine you will pay no more than fair market value for services. Note. Answer "Yes" if you manage or intend to manage your programs through your own employees or by using volunteers. Answer "No" if you engage or intend to engage a separate organization or independent contractor. Make sure your answer is consistent with the information provided in Part Vlll, line 7b. Section II Establishment of Racially Nondiscriminatory Policy Information required by Revenue Procedure 75-50. 1 Have you adopted a racially nondiscriminatory policy as to students in your organizing document, bylaws, or by resolution of your governing body? If "Yes," state where the policy can be found or supply a copy of the policy. If "No," you must adopt a nondiscriminatory policy as to students before submitting this application. See Publication 557. • Yes • No 2 Do your brochures, application forms, advertisements, and catalogues dealing with student admissions, programs, and scholarships contain a statement of your racially nondlscriminatorv policy? ' • Yes • No a If "Yes," attach a representative sample of each document. b If "No," by checking the box to the right you agree that all future printed materials, including website content, will contain the required nondiscriminatory policy statement. • • 3 Have you published a notice of your nondiscriminatory policy in a newspaper of general circulation that serves all racial segments of the community? (See the instructions for specific requirements ) If "No," explain. • Yes • No 4 Does or will the organization (or any department or division within it) discriminate in any way on the basis of race with respect to admissions; use of facilities or exercise of student privileges- faculty or administrative staff; or scholarship or loan programs? If "Yes," for any of the above, explain fully. • Yes • No Form 1 0 2 3 (Rev. 39-2006) Form 1023 (Rev. 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EI Schedule B. Schools, Colleges, and Universities 5 N: 26 - 2974173 Page 1 5 (Continued) Complete the table below to show the racial composition for the current academic year and projected for the next academic year, of: (a) the student body, (b) the faculty, and (c) the administrative staff. Provide actual numbers rather than percentages for each racial category. If you are not operational, submit an estimate based on the best information available (such as the racial composition of the community served). Racial Category (a) Student Body Current Year Next Year (b) Faculty Current Year Next Year (c) Administrative Staff Current Year Next Year Total 6 In the table below, provide the number and amount of loans and scholarships awarded to students enrolled by racial categories. Racial Category Number of Loans Current Year Next Year Amount of Loans Current Year Next Year Number of Scholarships Amount of Scholarships Current Year Next Year Current Year Next Year Total 7a Attach a list of your incorporators, founders, board members, and donors of land or buildings, whether Individuals or organizations. 8 b Do any of these individuals or organizations have an objective to maintain segregated public or private school education? If "Yes," explain. • Yes • No Will you maintain records according to the non-discrlminatlon provisions contained in Revenue Procedure 75-50? If "No," explain. (See instructions.) • Yes • No Form 1 0 2 3 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN: 26 - 2974173 Schedule C. Hospitals and Medical Research Organizations page 16 Check the box if you are a hospital. See the Instructions for a definition of the term "hospital," which includes an organization whose principal purpose or function is providing hospital or medical care. Complete Section I below. D Check the box if you are a medical research organization operated in conjunction with a hospital. See the instructions for a definition of the term "medical research organization," which refers to an organization whose principal purpose or function is medical research and which is directly engaged in the continuous active conduct of medical research in conjunction with a hospital. Complete Section II. Section I • Hospitals l a Are all the doctors in the community eligible for staff privileges? If "No," give the reasons why and explain how the medical staff is selected. • 2a Do you or will you provide medical services to all individuals in your community who can pay for themselves or have private health insurance? If "No," explain. b Do you or will you provide medical services to all Individuals in your community who participate in Medicare? If "No," explain. c Do you or will you provide medical services to all individuals in your community who participate in Medicaid? If "No," explain. 3a Do you or will you require persons covered by Medicare or Medicaid to pay a deposit before receiving services? If "Yes," explain, b Does the same deposit requirement. If any, apply to all other patients? If "No," explain. • No Yes o No • • • Yes • • Yes • • No Yes • No Yes • Yes • Yes • No • Yes • No • Yes • No • Yes • No c Do you have any arrangements with police, fire, and voluntary ambulance services for the delivery or admission of emergency cases? If "Yes," describe the arrangements, including whether they are written or oral agreements. If written, submit copies of all such agreements. Yes No No b Do you have a policy on providing emergency services to persons without apparent means to pay? If "Yes," provide a copy of the policy. • • • No • • • 4a Do you or will you maintain a full-time emergency room? If "No," explain why you do not maintain a full-time emergency room. Also, describe any emergency services that you provide. 5a Do you provide for a portion of your services and facilities to be used for charity patients? If "Yes," answer 5b through 5e. Yes Yes No No b Explain your policy regarding charity cases, including how you distinguish between charity care and bad debts. Submit a copy of your written policy. c Provide data on your past experience in admitting charity patients, including amounts you expend for treating charity care patients and types of services you provide to charity care patients. d Describe any arrangements you have with federal, state, or local governments or government agencies for paying for the cost of treating charity care patients. Submit copies of any written agreements. e Do you provide services on a sliding fee schedule depending on financial ability to pay? If "Yes," submit your sliding fee schedule. 6a Do you or will you carry on a formal program of medical training or medical research? If "Yes," describe such programs, including the type of programs offered, the scope of such programs, and affiliations with other hospitals or medical care providers with which you carry on the medical training or research programs. b Do you or will you carry on a formal program of community education? If "Yes," describe such programs, including the type of programs offered, the scope of such programs, and affiliation with other hospitals or medical care providers with which you offer community education programs. 7 Do you or will you provide office space to physicians carrying on their own medical practices? If "Yes," describe the criteria for who may use the space, explain the means used to determine that you are paid at least fair market value, and submit representative lease agreements. • Yes • No 8 Is your board of directors comprised of a majority of individuals who are representative of the community you serve? Include a list of each board member's name and business, financial, or professional relationship with the hospital. Also, identify each board member who is representative of the community and describe how that Individual Is a community representative. • Yes • No 9 Do you participate in any joint ventures? If "Yes," state your ownership percentage in each joint venture, list your investment in each joint venture, describe the tax status of other participants in each joint venture (including whether they are section 501(c)(3) organizations), describe the activities of each joint venture, describe how you exercise control over the activities of each joint venture, and describe how each joint venture furthers your exempt purposes. Also, submit copies of all agreements. Note. Make sure your answer is consistent with the information provided in Part VIII, line 8. • Yes • No Form 1 0 2 3 (Rev. 41-2006) Form 1023 (Rev. 6-2006) Section I Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN: 26 - 2974173 PAGE 17 Schedule C. Hospitals and Medical Research Organizations (Continued) Hospitals (Continued) 10 Do you or will you manage your activities or facilities through your own employees or volunteers? If "No," attach a statement describing the activities that will be managed by others, the names of the persons or organizations that manage or will manage your activities or facilities, and how these managers were or will be selected. Also, submit copies of any contracts, proposed contracts, or other agreements regarding the provision of management services for your activities or facilities. Explain how the terms of any contracts or other agreements were or will be negotiated, and explain how you determine you will pay no more than fair market value for services. Note. Answer "Yes" if you do manage or intend to manage your programs through your own employees or by using volunteers. Answer "No" if you engage or intend to engage a separate organization or independent contractor. Make sure your answer is consistent with the information provided in Part VIII, line 7b. • Yes • No 11 Do you or will you offer recruitment incentives to-physicians? If "Yes," describe your recruitment incentives and attach copies of all written recruitment incentive policies. • Yes • No 12 Do you or will you lease equipment, assets, or office space from physicians who have a financial or professional relationship with you? If "Yes," explain how you establish a fair market value for the lease. • Yes • No 13 Have you purchased medical practices, ambulatory surgery centers, or other business assets from physicians or other persons with whom you have a business relationship, aside from the purchase? If "Yes," submit a copy of each purchase and sales contract and describe how you arrived at fair market value, including copies of appraisals. • Yes • No 14 Have you adopted a conflict of interest policy consistent with the sample health care organization conflict of interest policy in Appendix A of the instructions? If "Yes," submit a copy copy of of the the policy policy and and explain how the policy has been adopted, such as by resolution of your governing board. If "No," explain how you will avoid any conflicts of interest in your business dealings. • Yes • No Section II Medical Research Organizations 1 Name the hospitals with which you have a relationship and describe the relationship. Attach copies of written agreements with each hospital that demonstrate continuing relationships between you and the hospital(s). 2 Attach a schedule describing your present and proposed activities for the direct conduct of medical research; describe the nature of the activities, and the amount of money that has been or will be spent in carrying them out. Attach a schedule of assets showing their fair market value and the portion of your assets directly devoted to medical research. Form 1 0 2 3 (Rev. 6-2006) SOUTHWEST CENTER ON RENEWABLE ENERGY eiN: Schedule D. Section 509(a)(3) Supporting Organizations Identifying Information About the Supported Organization(s) Form 1023 (Rev. 6-2006) Section I 1 Name: 2 6 - 2974173 Page 18 State the names, addresses, and EINs of the supported organizations. If additional space is needed, attach a separate sheet. Name Address EIN - - 2 Are all supported organizations listed in line 1 public charities under section 509(a)(1) or (2)1 If "Yes," go to Section II. If "No," go to line 3. • Yes • No 3 Do the supported organizations have tax-exempt status under section 501(c)(4), 501(c)(5), or 501(c)(6)? • Yes • No Information to establish the "operated, supervised, or controlled by" relationship (Test 1) Is a majority of your governing board or officers elected or appointed by the supported organization(s)? If "Yes," describe the process by which your governing board is appointed and elected; go to Section III. If "No," continue to line 2. • Yes • No Information to establish the "supervised or controlled in connectioh with" relationship (Test 2) Does a majority of your governing board consist of individuals who also serve on the governing board of the supported organization(s)? If "Yes," describe the process by which your governing board is appointed and elected; go to Section III. If "No," go to line 3. • Yes • No • Yes • No • Yes • No b Do one or more members of the governing body of the supported organization(s) also serve as your officers, directors, or trustees or hold other important offices with respect to you? If "Yes," explain and provide documentation; go to line 4d, below. If "No," go to line 4c. • Yes • No c Do your officers, directors, or trustees maintain a close and continuous working relationship with the officers, directors, or trustees of the supported organization(s)? If "Yes," explain and provide documentation. • Yes • No d Do the supported organization(s) have a significant voice in your investment policies, in the making and timing of grants, and in otherwise directing the use of your income or assets? If "Yes," explain and provide documentation. • Yes • No If "Yes," for each 501(c)(4), (5), or (6) organization supported, provide the following financial information: • Part IX-A. Statement of Revenues and Expenses, lines 1-13 and • Part X, lines 6b(ii)(a), 6b(ii)(b), and 7. If "No," attach a statement describing how each organization you support is a public charity under section 509(a)(1) or (2). Section II Relationship with Supported Organization(s)—Three Tests To be classified as a supporting organization, an organization must meet one of three relationship tests: Test 1: "Operated, supervised, or controlled by" one or more publicly supported organizations, or Test 2: "Supervised or controlled in connection with" one or more publicly supported organizations, or Test 3: "Operated in connection with" one or more publicly supported organizations. , 1 2 3 4 Information to establish the "operated in connection with" responsiveness test (Test 3) Are you a trust from which the named supported organization(s) can enforce and compel an accounting under state law? If "Yes," explain whether you advised the supported organization(s) in writing of these rights and provide a copy of the written communication documenting this; go to Section II, line 5. If "No," go to line 4a. Information to establish the alternative "operated in connection with" responsiveness test (Test 3) a Do the officers, directors, trustees, or members of the supported organization(s) elect or appoint one or more of your officers, directors, or trustees? If "Yes," explain and provide documentation; go to line 4d, below. If "No," go to line 4b. e Describe and provide copies of written communications documenting how you made the supported organization(s) aware of your supporting activities. Form 1 0 2 3 (Rev. 6-2006) Form 1023 (Rev. 6-2006) ^ E!iRTfflfl 5 Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN: 26 - 2974173 Page 19 Schedule D. Section 509(a)(3) Supporting Organizations (Continued) Relationship with Supported Organization(s)—Three Tests (Continued) Information to establish tlie "operated in connection with" integral part test (Test 3) Do you conduct activities that would otherwise be carried out by the supported organization(s)? If "Yes," explain and go to Section III. If "No," continue to line 6a. • Yes • No Information to establish the alternative "operated in connection with" integral part test (Test 3) a Do you distribute at least 85% of your annual net income to the supported organization(s)? If "Yes," go to line 6b. (See instructions.) • Yes • No d Do you or the supported organization(s) earmarit your funds for support of a particular program or activity? If "Yes," explain. • Yes • No 7a Does your organizing document specify the supported organization(s) by name? If "Yes," state the article and paragraph number and go to Section III. If "No," answer line 7b. b Attach a statement describing whether there has been an historic and continuing relationship between you and the supported organization(s). • Yes • No • Yes • No • Yes • No 6 If "No," state the percentage of your income that you distribute to each supported organization. Also explain how you ensure that the supported organization(s) are attentive to your operations. b How much do you contribute annually to each supported organization? Attach a schedule, c What is the total annual revenue of each supported organization? If you need additional space, attach a list. Section III Organizational Test 1a If you met relationship Test 1 or Test 2 in Section II, your organizing document must specify the supported organization(s) by name, or by naming a similar purpose or charitable class of beneficiaries. If your organizing document complies with this requirement, answer "Yes." If your organizing document does not comply with this requirement, answer "No," and see the instructions. b If you met relationship Test 3 in Section II, your organizing document must generally specify the supported organization(s) by name. If your organizing document complies with this requirement, answer "Yes," and go to Section IV. If your organizing document does not comply with this requirement, answer "No," and see the instructions. Section IV Disqualified Person Test You do not qualify as a supporting organization if you are controlled directly or indirectly by one or more disqualified persons (as defined in section 4946) other than foundation managers or one or more organizations that you support. Foundation managers who are also disqualified persons for another reason are disqualified persons with respect to you. 1a Do any persons who are disqualified persons with respect to you, (except individuals who are disqualified persons only because they are foundation managers), appoint any of your foundation managers? if "Yes," (1) describe the process by which disqualified persons appoint any of your foundation managers, (2) provide the names of these disqualified persons and the foundation managers they appoint, and (3) explain how control is vested over your operations (including assets and activities) by persons other than disqualified persons. • Yes • No b Do any persons who have a family or business relationship with any disqualified persons with respect to you, (except individuals who are disqualified persons only because they are foundation managers), appoint any of your foundation managers? If "Yes," (1) describe the process by which individuals with a family or business relationship with disqualified persons appoint any of your foundation managers, (2) provide the names of these disqualified persons, the individuals with a family or business relationship with disqualified persons, and the foundation managers appointed, and (3) explain how control is vested over your operations (including assets and activities) in individuals other than disqualified persons. • Yes • No c Do any persons who are disqualified persons, (except individuals who are disqualified persons only because they are foundation managers), have any influence regarding your operations, including your assets or activities? If "Yes," (1) provide the names of these disqualified persons, (2) explain how influence is exerted over your operations (including assets and activities), and (3) explain how control IS vested over your operations (including assets and activities) by individuals other than disqualified persons. • Yes • No Form 1 0 2 3 (Rev. 6-2006) • N a m e : SOUTHWEST CENTER ON RENEWABLE ENERGY EIN: 26 - 2974173 Schedule E. Organizations Not Filing Form 1023 Within 27 Months of Formation Form 1023 (Rev. 6-2006) page 20 Schedule E is intended to determine whether you are eligible for tax exemption under section 501(c)(3) from the postmark date of your application or from your date of incorporation or formation, whichever is earlier. If you are not eligible for tax exemption under section 501(c)(3) from your date of incorporation or formation, Schedule E is also intended to determine whether you are eligible for tax exemption under section 501(c)(4) for the period between your date of incorporation or formation and the postmark date of your application. 1 Are you a church, association of churches, or integrated auxiliary of a church? If "Yes," complete Schedule A and stop here. Do not complete the remainder of Schedule E. • Yes • No • Yes • No b If your gross receipts were normally more than $5,000, are you filing this application within 90 days from the end of the tax year in which your gross receipts were normally more than $5,000? If "Yes," stop here. • Yes • No 3a Were you included as a subordinate in a group exemption application or letter? If "No," go to line 4. • Yes • No b If you were included as a subordinate in a group exemption letter, are you filing this application within 27 months from the date you were notified by the organization holding the group exemption letter or the Internal Revenue Service that you cease to be covered by the group exemption letter? If "Yes," stop here. • Yes • No 0 If you were included as a subordinate in a timely filed group exemption request that was denied, are you filing this application within 27 months from the postmark date of the Internal Revenue Service final adverse ruling letter? If "Yes," stop here. • Yes • No 4 Were you created on or before October 9, 1969? If "Yes," stop here. Do not complete the remainder of this schedule. •• Yes • No 5 If you answered "No" to lines 1 through 4, we cannot recognize you as tax exempt from your date of formation unless you qualify for an extension of time to apply for exemption. Do you wish to request an extension of time to apply to be recognized as exempt from the date you were formed? If "Yes," attach a statement explaining why you did not file this application within the 27-month period. Do not answer lines 6, 7, or 8. If "No," go to line 6a. • Yes • No • Yes • No • Yes • No 2a Are you a public charity with annual gross receipts that are normally $5,000 or less? If "Yes," stop here. Answer "No" if you are a private foundation, regardless of your gross receipts. 6a If you answered "No" to line 5, you can only be exempt under section 501(c)(3) from the postmark date of this application. Therefore, do you want us to treat this application as a request for tax exemption from the postmark date? If "Yes," you are eligible for an advance ruling. Complete Part X, line 6a. If "No," you will be treated as a private foundation. Note. Be sure your ruling eligibility agrees with your answer to Part X, line 6. b Do you anticipate significant changes in your sources of support in the future? If "Yes," complete line 7 below. Form 1 0 2 3 (Rev. 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EI N: 26 - 2974173 Schedule E. Organizations Not Filing Form 1023 Within 27 Months of Formation fConf/nuec/J Form 1023 (Rev. 6-2006) 7 Page 2 1 Complete this item only if you answered "Yes" to line 6b. Include projected revenue for the first two full years following the current tax year. Type of Revenue Projected revenue for 2 years following current tax year (a) From To 1 Gifts, grants, and contributions received (do not include unusual grants) 2 Membership fees received 3 Gross investment income 4 Net unrelated business income 5 Taxes levied for your benefit 6 Value of services or facilities furnished by a governmental unit without charge (not including the value of services generally furnished to the public without charge) 7 Any revenue not otherwise listed above or in lines 9-12 below (attach an itemized list) 8 Total of lines 1 through 7 9 Gross receipts from admissions, merchandise sold, or services performed, or furnishing of facilities in any activity that is related to your exempt purposes (attach itemized list) 10 Total of lines 8 and 9 11 Net gain or loss on sale of capital assets (attach an itemized list) 12 Unusual grants 13 Total revenue. Add lines 10 through 12 (b) From To According to your answers, you are only eligible for tax exemption under section 501(c)(3) from the postmark date of your application. However, you may be eligible for tax exemption under section 501(c)(4) from your date of formation to the postmark date of the Form 1023. Tax exemption under section 501(c)(4) allows exemption from federal income tax, but generally not deductibility of contributions under Code section 170. Check the box at right if you want us to treat this as a request for exemption under 501(c)(4) from your date of formation to the postmark date. (c) Total • Attach a completed Page 1 of Form 1024, Application for Recognition of Exemption Under Section 501(a), to this application. Form 1 0 2 3 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN: 26 - 2974173 Schedule F. H o m e s for the Elderly or Handicapped and L o w - I n c o m e Housing Section I General Information About Your Housing 1 Describe the type of housing you provide. 2 Provide copies of any application forms you use for admission. 3 Explain how the public is made aware of your facility. 4a b c d Provide a description of each facility. What Is the total number of residents each facility can accommodate? What is your current number of residents In each facility? Describe each facility In terms of whether residents rent or purchase housing from you. 5 Attach a sample copy of your residency or homeownership contract or agreement. 6 Do you participate In any joint ventures? If "Yes," state your ownership percentage in each joint venture, list your investment in each joint venture, describe the tax status of other participants In each joint venture (Including whether they are section 501(c)(3) organizations), describe the activities of each joint venture, describe how you exercise control over the activities of each joint venture, and describe how each joint venture furthers your exempt purposes. Also, submit copies of all joint venture agreements. Page 22 • Yes • No • Yes • No Note. Make sure your answer Is consistent with the information provided in Part VIII, line 8. 7 Do you or will you contract with another organization to develop, build, market, or finance your housing? If "Yes," explain how that entity Is selected, explain how the terms of any contract(s) are negotiated at arm's length, and explain how you determine you will pay no more than fair market value for services. Note. Make sure your answer Is consistent with the information provided In Part VIII, line 7a. 8 Do you or will you manage your activities or facilities through your own employees or volunteers? If "No," attach a statement describing the activities that will be managed by others, the names of the persons or organizations that manage or will manage your activities or facilities, and how these managers were or will be selected. Also, submit copies of any contracts, proposed contracts, or other agreements regarding the provision of management services for your activities or facilities. Explain how the terms of any contracts or other agreements were or will be negotiated, and explain how you determine you will pay no more than fair market value for services. Note. Answer "Yes" if you do manage or Intend to manage your programs through your own employees or by using volunteers. Answer "No" if you engage or intend to engage a separate organization or Independent contractor. Make sure your answer is consistent with the information provided in Part VIII, line 7b. • Yes • No 9 Do you participate in any government housing programs? If "Yes," describe these programs. • Yes • No • Yes • No • Yes • No 10a Do you own the facility? If "No," describe any enforceable rights you possess to purchase the facility in the future; go to line 10c. If "Yes," answer line 10b. b How did you acquire the facility? For example, did you develop it yourself, purchase a project, etc. Attach all contracts, transfer agreements, or other documents connected with the acquisition of the facility. c Do you lease the facility or the land on which it is located? If "Yes," describe the parties to the lease(s) and provide copies of all leases. Form 1 0 2 3 (Rev. 6-2006) Form 1023 (Rev. 6-2006) Name: SOUTHWEST CENTER ON RENEWABLE ENERGY EIN: 26 - 2974173 Page 23 Schedule F. H o m e s for the Elderly or Handicapped and L o w - I n c o m e Housing (Continued) Section II H o m e s for the Elderly or Handicapped 1 a Do you provide housing for the elderly? If "Yes," describe who qualifies for your housing in terms of age, infirmity, or other criteria and explain how you select persons for your housing. b Do you provide housing for the handicapped? If "Yes," describe who qualifies for your housing in terms of disability, income levels, or other criteria and explain how you select persons for your housing. 2a Do you charge an entrance or founder's fee? If "Yes," describe what this charge covers, whether it is a one-time fee, how the fee is determined, whether it is payable in a lump sum or on an installment basis, whether it is refundable, and the circumstances, if any, under which it may be waived. b Do you charge periodic fees or maintenance charges? If "Yes," describe what these charges cover and how they are determined. c Is your housing affordable to a significant segment of the elderly or handicapped persons in the community? Identify your community. Also, if "Yes," explain how you determine your housing is affordable. 3a Do you have an established policy concerning residents who become unable to pay their regular charges? If "Yes," describe your established policy. b Do you have any arrangements with government welfare agencies or others to absorb all or part of the cost of maintaining residents who become unable to pay their regular charges? If "Yes," describe these arrangements. • Yes • No • Yes • No • Yes • No • • Yes • • • Yes • No • Yes • No Yes No No 4 Do you have arrangements for the healthcare needs of your residents? If "Yes," describe these arrangements. • Yes • No 5 Are your facilities designed to meet the physical, emotional, recreational, social, religious, and/or other similar needs of the elderly or handicapped? If "Yes," describe these design features. • Yes • No Section L o w - I n c o m e Housing 1 Do you pravide low-income housing? If "Yes," describe who qualifies for your housing in terms of income levels or other criteria, and describe how you select persons for your housing. • Yes • No 2 In addition to rent or mortgage payments, do residents pay periodic fees or maintenance charges? If "Yes," describe what these charges cover and how they are determined. • Yes • No • Yes • No • Yes • No • Yes • No 3a Is your housing affordable to low income residents? If "Yes," describe how your housing is made affordable to low-income residents. Note. Revenue Procedure 96-32, 1996-1 C.B. 717, provides guidelines for providing low-income housing that will be treated as charitable. (At least 75% of the units are occupied by low-income tenants or 40% are occupied by tenants earning not more than 120% of the very low-income levels for the area.) b Do you impose any restrictions to mal^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 2 OF 17 or reimbursement of expenses incurred in the performance of tlieir regular duties as specified m 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 o t h e r provision ofthese 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 part-time 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, sonin-law, dau^ter-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 meetmg through use of conference telephone constitutes presence in person at that meeting so long as 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) (b) Each Director participating in the meeting can communicate with all the other Directors concurrently; 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 >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 3 OF 17 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 forthe election ofDirectors 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 ofthe 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 shoAvn 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 meetmg 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 meetmg. 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 (defmed 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 >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 4 OF 17 thereof. All such waivers, consents, or approvals shall befiledwith the corporate records or made a part of the minutes of the meeting. SECTION 13. QUORUM FOR MEETINGS A quorum shall consist offiftypercent (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 defmed, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. Howeyer, a majority of the Directors present at such meeting may adjournfromtime to time un^l the time fixed for the next regular meeting of the board. When a meeting is adjourned for lack ofa 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 ofa quorum at the meeting due to a withdrawal of Directorsfromthe meetmg, provided that any action thereafter taken must be approved by at least a majority of die reqiiired quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation. 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 fmancial 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 presiding officer shall appoint another person to act as Secretary of the Meeting. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 5 OF 17 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 Califomia Nonprofit Public Benefit Coiporation 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 documentfiledunder 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 meetmg and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. 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 hxmiber 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 afinalorder of court, or convicted of a felony, or found by afinalorder or judgment of any court to have breached any duty under Section 5230 et seg. of the Califomia 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 Dkectors, and such notice shall take effect at that time 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 befilledby approval ofthe 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 ofa majority ofthe 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 tofilla 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. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 6 OF 17 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 he or she is or was an agent of the corporation, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in coimection with such proceeding. 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 Califomia 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 Califomia Nonprofit Public Benefit Corporation Law) asserted against or inciured by the agent in such capacity or arismg oUt of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability xmder the provisions of Section 5238 of the Califomia 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 nxunber 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 ofthe Board. The Chair shall be the Executive Director unless another person is appointed to that office, and the Treasurer shall be the chieffinancialofficer unless another person is appointed to that office. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 7 OF 17 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 luitil his or her successor is elected and qualified, whichever occurs first. SECTION 3. SUBOMJINATE 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 prescribedfi-omtime 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 ofthe corporation. Any such resignation shall take effect at the date ofreceipt 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 conflicting terms of a contract which has been approved or ratified by the Board of Directors relatmg to the employment of any officer of the corporation. SECTION 5. VACANCIES Any vacancy caused by the death, resignation, removal, disqualification, or otherwise ofany 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 befilledtemporarily by appointment by the Executive Director until such time as the Board shallfillthe vacancy. Vacancies occurring in offices ofofficers 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 icicles of Incorporation of this corporation, or these Bylaws, or which may be prescribedfi-omtime 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 Du-ector 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 mayfi-omtime to time be authorized by the Board. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 8 OF 17 SECTION 7. DUTIES OF ASSISTANT DIRECTOR In the absence of the Executive Director, or in the event of his or her inability 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 Incoiporation 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 alteredfromtime 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 ofDirectors, 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 afSxed to all duly executed documents, the execution of which on behalf of the coiporation under its seal is authorized by law or these Bylaws; (e) Upon request e^bit 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 herfromtime 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: (a) Have charge and custody of and be responsible for all funds and securities of the corporation, and deposit all such flmds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 9 OF 17 (b) Receive and give receipts for monies due and payable to the corporation from any source whatsoever; (c) Disburse or caiise 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 accoxmtsofthe 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; (0 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; Prepare or cause to be prepared and certify or cause to be certified the financial statements to be included in any required reports; and (g) (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 herfromtime to time by the Board of Directors. SECTION 10. COMPENSATION The salaries of the officers, if any, shall be fixedfromtime to time by resolution of the Board of Directors, and no officer shall be preventedfromreceiving such salary by reason of the fact that he or she is also a Director of the coiporation, 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 return for services actually rendered for the corporation and relating to the performance of the charitable or public piuposes of this corporation. [This space is intentionally blank.] >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 10 OF 17 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 conmiittee; (c) The amendment or repeal of Bylaws or the adoption of new Bylaws; (d) The amendment or repeal or any resolution ofthe 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 ofany transaction to which this corporation is a party and in which one or more qf the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the Califomia Nonprofit Public Benefit Coiporation Law. By a majority vote of its members then in office, the Board may at any time revoke or modify any or all ofthe authority so delegated to the Committee, increase or decrease (but not below two (2)) the number of its members, and fill vacancies thereinfiromthe members of the board. The Committee shall keep regular minutes of its proceedings, cause them to befiledwith the corporate records, and report the same to the Boardfi-omtime to time as the Board may require. SECTION 2. OTHER COMMITTEES The corporation shall have such other committees as mayfi-omtime to time be designated by resolution ofthe Board of Du-ectors. Such other committees may consist of persons who are not also members ofthe board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 11 OF 17 SECTION 3. MEETINGS AND ACTION OF COMMITTEES Meetings and action of committees shall be governed by and noticed, heM, and taken in accordance with the provisions ofthese Bylaws concerning meetings ofthe 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 ptx)visions 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 o&er depositories as the Board of Directors may select. 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. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 12 OF 17 ARTICLE? CORPORATE RECORDS, REPORTS AND SEAL SECTION L 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 ofall meetings ofDirectors and comniitteesofthe Board indicating the tinie and place ofholding 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, disWsements, 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 ofBce 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 absoluterightat any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physicail properties ofthe 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 therightto inspection includes therightto copy and make extracts, SECTION 5. ANNUAL 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; >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 13 OF 17 (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 requiredby 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 die corporation that such statements were prq)ared without auditfromthe 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: (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. 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 previousfiscalyear 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. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 14 OF 17 ARTICLE 8 FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION year. Thefiscalyear of the corporation shall begin on July 1 and end on June 30 of the following 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 Dnrectors. 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. 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 thefirstDirectors 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 hasfileda Statement of Information or similar document pursuant to Section .6210 of the California Nonprofit Corporation Law. [This space is intentionally blank.] >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 15 OF 17 ARTICLE 11 PROfflBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROfflBITION AGAINST SHARING CORPORATE PROMTS AND ASSETS No Director, ofiBcer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profitfromthe 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 VOTING MEMBERS As authorized by Section 5310 of the Nonprofit Public Benefit Corporation Law, this corporation shall have no "members" within the meaning of Section 5056. Any action that, by law or imder any provision of the corporation's Articles of Incorporation 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 ofDirectors. However, pursuant to Section 5332(a) of the Nonprofit Public Benefit Corporation Law, this corporation may refer to persons associated with it or for whose interests it advocates as "members" even though such persons are not members within the meaning of Section 5056. ARTICLE 13 PRIVACY SECTION 1. BEST EFFORTS TO MAINTAIN PRIVACY The corporation recognizes that the privacy of its members and personnel (including officers and directors) is extremely important to them and that maintaining their privacy is essential to the smooth and effective functioning ofthe corporation. Therefore, notwithstanding any other provision of these Bylaws, the corporation's policy shall be to maintain the privacy of its members and personnel to the maximum extent permitted by law. To this end, the corporation shall use its best efforts not to disclose any information about its members or personnel except as may be required by law or with the person's consent to disclosure. However, the corporation shall have no liability for failure to prevent the disclosure of information about its members or personnel if the disclosure was in good faith. >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 16 OF 17 WMTTEN CONSENT OF DIRECTORS ADOPTING BYLAWS I, the undersigned, am one ofthe initial Directors of Southwest Center on Renewable Energy, a California public-benefit corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt these Bylaws, consisting of 17 pages (including this page), as the Bylaws of this corporation. Date: July 31,2008. Date: July 31,2008. Date: July 31,2008. Date: July 31,2008. mnk* Bill Powers, Director * O M G I N A L S I G N ED* Sarichia Cacciatore, Director *OMGINALSIGPm o * Karin Langwasser, Director "ORIGINALSIGP ® D * Rob Solmer, Director CERTIFICATION This is to certify that the foregoing is a true and correct copy of the Bylaws of Southwest Center on Renewable Energy and that the Bylaws were duly adopted by the Board of Directors of the coiporation on the date set forth above. Date: July 31,2008. " O R I G I N A L SIGNED* Sarichia Cacciatore, Secretary >^;BYLAWS OF SOUTHWEST CENTER ON RENEWABLE ENERGY PAGE 17 OF 17 CTOlC^i'ZOl ZOlO ANNUAL REGISTRATION RENEWAL FEE REPORT TO ATTORNEY GENERAL OF CALIFORNIA -IN MAIL TO: Registry of Charitable Trusts P.O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 Sections 12586 and 12587, California Government Code 11 Cal. Code Regs, sections 301-307, 311 and 312 Failure to submit this report annually no later than four months and fifteen days after the end of the organization's accounting period may result In the loss of tax exemption and the assessment of a minimum tax of$SOO, plus Interest, and/or fines or filing penalties as defined In Government Code Section 1 2 ^ 6 . 1 . IRS extensions will be honored. WEBSITE ADDRESS: http://ag.ca.gov/charities/ Check if: Change of address State Charity Registration Number _ Amended report SOUTHWEST CENTER ON RENEWABLE ENERGY Name of Organization 5858 MT. ALIFAN DRIVE Corporate or Organization No. #235 3124922 Address (Number and Street) SAN DIEGO, CA 92111 State City or Town n F f J ' 9 2Dii ANNUAL REGISTRATION RENEWAL FE IVIake Check Payablei Fee Gross Annual Revenue Less than $25,000 - — Between $25,000 and $100,000 0$25 Federal Employer ID No. 26-2974173 0 1 Cal. Code Regs, sections 301-307,311 and 312) Vs Registry of Charitable Trusts Gross Annual Revenue Fee Between-$100,001 and $250,000 Between'$250,001 and $1 million ' $50 $75 Gross Annual Revenue Fee Between $1,000,001 and $10 million Between $10,000,001 and $50 million Greater than $50 million $150 $225 $300 PART A - ACTIVITIES For your most recent full accounting period (beginning Gross annual revenue $ 1 , OOP • 7/01/09 Total assets ending $ ) list: 6/30/10 0. PART B - STATEMENTS REGARDING ORGANIZATION DURING THE PERIOD OF THIS REPORT Yes 1 During this reporting period, were there any contracts, loans, leases or other financial transactions between the organization and any officer, director or trustee thereof either directly or with an entity in which any such officer, director or trustee had any financial interest? 2 During this reporting period, was there any theft, embezzlement, diversion or misuse of the organization's charitable property or funds? 3 During this reporting period, did non-program expenditures exceed 50% of gross revenues? 4 During this reporting period, were any organization funds used to pay any penalty, fine or judgment? If you filed a Form 4720 with the Internal Revenue Service, attach a copy. 5 During this reporting period, were the services of a commercial fundraiser or fundraising counsel for charitable purposes used? If 'yes,' provide an attachment listing the name, address, and telephone number of the service provider. 6 During this reporting period, did the organization receive any governmental funding? If so, provide an attachment listing the name of t i e agency, mailing address, contact person, and telephone number. 7 During this reporting period, did the organization hold a raffle for charitable purposes? If 'yes,' provide an attachment indicating the number of raffles and the date(s) they occurred. 8 Does the organization conduct a vehicle donation program? If 'yes,' provide an attachment indicating whether the program is operated by the charity or whether the organization contracts with a commercial fundraiser for charitable purposes. 9 Did your organization have prepared an audited financial statement in accordance with generally accepted accounting principles for this reporting period? No n n n n n n n n n Organization's area code and telephone number Organization's e-mail address I declare under penalty of perjury that I have examined this report, including accompanying documents, and to the best of my knowledge and beliefyt is true, c o r r e ^ n d complete. Signature of autUwIzed officer Title Printed Name CAVA9801L 08/16/05 '"MM ' RRF-1 (3-05) Date J. csr ZOII 01(^(2.0 ANNUAL REGISTRATION RENEWAL FEE REPORT TO ATTORNEY GENERAL OF CALIFORNIA IN MAIL TO: Registry of Charitable Trusts P.O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916)445-2021 Sections 12586 and 12587, California Government Code 11 Cal. Code Regs, sections 301-307, 311 and 312 Failure to submit this report annually no later tlian lour months and fifteen days after the end of the organization's accountina period may result in the loss of tax exemption and the assessment of a minimum tax of $800, pluslnterest, and/or fines or ffling penalties as defined In Government Code Section 12586.1. IRS extensions will be honored. WEBSITE ADDRESS: http://ag.ca.gov/charities/ Check if: State Charity Registration Number C x T Q i C^ 1 Change of address ^ O 1 Amended report SOUTHWEST CENTER ON RENEWABLE ENERGY Name of Organization 99 EAST C STREET Corporate or Organization No. #111 3124922 Address (Number and Street) Federal Employer ID No. UPLAND, CA 91786 State City or Town 26-2974173 ZIP Code ANNUAL REGISTRATION RENEWAL FEE SCHEDULE (11 Cal. Code Regs, sections 301-307, 311 and 312) Make Check Payable to Attorney General's Registry of Charitable Trusts Gross Annual Revenue Fee Less than $25,000 Between $25,000 and $100,000 0 $25 Gross Annual Revenue Fee Between $100,001 and $250,000 Between $250,001 and $1 million $50 $75 Gross Annual Revenue Fee Between $1,000,001 and $10 million Between $10,000,001 and $50 million Greater than $50 million $150 $225 $300 PART A - ACTIVITIES Gross annual revenue $ ending 7/01/10 For your most recent full accounting period (beginning 0• Total assets $ 6/30/11 ) list: 0. PART B - STATEMENTS REGARDING ORGANIZATION DURING THE PERIOD OF THIS REPORT Note: 1 If you answer 'yes' to any of the questions below, you must attach a separate sheet providing an explanation and details for each 'yes' response. Please review RRF-1 instructions for information required. Yes No During this reporting period, were there any contracts, loans, leases or other financial transactions between the organization and any officer, director or trustee thereof either directly or with an entity in which any such officer, director or trustee had any financial interest? JH n 2 During this reporting period, was there any theft, embezzlement, diversion or misuse of the organization's charitable property or funds? n JEL 3 During this reporting period, did non-program expenditures exceed 50% of gross revenues? n JEL 4 During this reporting period, were any organization funds used to pay any penalty, fine or judgment? If you filed a Form 4720 with the Internal Revenue Service, attach a copy. 5 During this reporting period, were the services of a commercial fundraiser or fundraising counsel for charitable purposes used? If 'yes,' provide an attachment listing the name, address, and telephone number of the service provider. n JEL n JEL 6 During this reporting period, did the organization receive any governmental funding? If so, provide an attachment listing the name of the agency, mailing address, contact person, and telephone number. 7 During this reporting period, did the organization hold a raffle for charitable purposes? If 'yes,' provide an attachment indicating the number of raffles and the date(s) they occurred. 8 Does the organization conduct a vehicle donation program? If 'yes,' provide an attachment indicating whether the program is operated by the charity or whether the organization contracts with a commercial fundraiser for charitable purposes. 9 (909) n JEL n JEL Did your organization have prepared an audited financial statement in accordance with generally accepted accounting principles for this reporting period? Organization's area code and telephone number D JEL 949-7115 n JEL Organization's e-mail address I declare under penalty of perjury that I have examined this report, including accompanying documents, and to the best of my knowledge and belief, it is true, correct and complete. u Signature of authorized offi' Una Printed Name OPA Ic-^ ^ fitie CAVA98011. M 08/16/05 SjI ISU^ Date RRF-1 (3-05) V ANNUAL REGISTRATION RENEWAL FEE REPORT TO ATTORNEY GENERAL OF CALIFORNIA MAIL TO: Registry of Charitable Trusts P.O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445·2021 Sections 12586 and 12587, California Government Code 11 Cal. Code Regs. sections 301·307, 311 and 312 WEB SITE ADDRESS: Failure to submit this report annually no later than four months and fifteen days after the end of the organization's accounting period may result In the loss of tax exemption and the assessment of a minimum tax of $800, plus Interest, andlor fines or filing penalties as defined In Government Code section 12586.1. IRS extensions will be honored. http://ag.ca.gov/charities/ _=..======= ..=_.=_=J State Charity Registration Number ==;;:: .. ~::..n1;;:;;;;;;:~I,;:o;_l.i=-_.:.I",,~==1 ",.. s..9.I:!!hw~s~Center~m ~_~.!1_~yvable Energy'. .__ _~ Name of OrAanlzatlon 99 E~t!:;tg Street #111 Address (Number and Street) of address DAmended report Corporate U.pl~n_d., C8 9178_6 City or Town, Check If: DChange or Organization Federal Employer State and ZIP Code ANNUAL REGISTRATION RENEWAL FEE SCHEDULE (11 Cal. Code Regs. sections Make Check Payable to Attorney General's Registry of Charitable Trusts Less than $25,000 Between $25,000 and $100,000 o Between 100,001 and $250,000 Between $250,001 and $1 million $25 26·2974173 301·307, 311 and 312) Gross Annual Revenue Gross Annual Revenue Gross Annual Revenue 1.0. No. 3124922 No. $50 $75 $150 $225 $300 Between $1,000,001 and $10 million Between $10,000,001 and $50 million Greater than $50 million PART A •ACTIVITIES For your most recent full accounting Gross annual revenue $ .0 period (beginning __ .__. .97-.1 / .QU L1t.... Jendlng ~§.J /.}Q..J I 12 I ) list: --...-J Total assets $ _9. __ ..:._ _ •• _ ~_._J . PART B •STATEMENTS REGARDING ORGANIZATION DURING THE PERIOD OF THIS REPORT Note: If you answer "yes" to any.of the questions below, you must attach a separate. sheet providing response. Please review RRF·1 Instructions for Information required. . an explanation . and details for each "yes" Yes 1. During this reporting period, were there any contracts, loans, leases or other financial transactions between the organization and any officer, director or trustee thereof either directly or with an entity in which any such officer, director or trustee had any financial interest? 2. During this reporting period, was there any theft, embezzlement, diversion or misuse of the organization's charitable property or funds? 3. During this reporting period, did non-program expenditures exceed 50% of gross revenues? 4. During this reporting period, were any organization funds used to pay any penalty, fine or judgment? Internal Revenue Service, attach a copy. 5. During this reporting period, were the services of a commercial tundralser or fundrajsing counsel for charitable purposes used? If "yes," provide an attachment listing the name, address, and telephone number of the service provider. unnq t is reporting periOcf,dTclllie organlzallon receive any governmental funding? the agency, mailing address, contact person, and telephone number. If you filed a Form 4720 with the If so, prOVide an attacnmenrtisting . the name of 7. During this reporting period, dld the organization hold a raffle for charitable purposes? number of raffles and the date(s) they occurred. _.. ... 8. Does the organization conduct a vehicle donation program? If ·yes," provide an attachment indicating whether the program is operated by the charity or whether the organization contracts with a commercial fundraiser for charitable purposes. . 9. Did y~ur org~nization have prepared an audited financial statement in accordance with generally accepted accounting principles for this reporting penod? Organization's area code ana telephone number ( 9~J ) JMJL.J No If "yes," provide an attachment indicating the CICE] 7115 .Organization's .e-rnall address t lhave examined this report, Including accompanying documents, and to the best of my knowledge and belief, RRF·1 (3·05) 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 SOUTHWEST CENTER ON RENEWABLE ENERGY 99 EAST C STREET #111 UPLAND CA 91786 RE: CT FILE NUMBER: CT0161201 WARNING OF ASSESSMENT OF PENALTIES AND LATE FEES, AND SUSPENSION OR REVOCATION OF REGISTERED STATUS The Registry of Charitable Trusts has not received annual report(s) for the captioned organization, as follows: 1. Registration Renewal Fee (RRF-1) Report (s), together with required renewal fee, for fiscal year(s) ending: 06/30/09 2. Copies of IRS Form 990, 990-PF, or 990-EZ report(s) for fiscal year(s) ending: 06/30/09 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 penalties, interest and other costs incurred to restore exempt status. Doc CT-451 Warning of Impending Tax Assessment Not 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 SOUTHWEST CENTER ON RENEWABLE ENERGY 99 EAST C STREET #111 UPLAND CA 91786 CT FILE NUMBER: CT0161201 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: 06/30/09. 2. Registration Renewal Fee (RRF-1) Report (s), together with required renewal fee, for fiscal year(s) ending: 06/30/09. 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 liablefor payment of all penalties, interest and other costs incurred to restore exempt status. Doc CT-451A Warning Impend Tax Assess 2nd Not 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) 445-2021 Ext 6 Fax: (916) 444-3651 E-Mail Address: Delinquency@doj.ca.gov January 28, 2014 SOUTHWEST CENTER ON RENEWABLE ENERGY 99 EAST C STREET #111 UPLAND CA 91786 RE CT FILE NUMBER: CT0161201 SOUTHWEST CENTER ON RENEWABLE ENERGY CT0161201 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 SOUTHWEST CENTER ON RENEWABLE ENERGY 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 SOUTHWEST CENTER ON RENEWABLE ENERGY 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: 06/30/09, 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: 06/30/09, 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 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 March 20, 2014 SOUTHWEST CENTER ON RENEWABLE ENERGY 99 EAST C STREET #111 UPLAND, CA 91786 RE: CT FILE NUMBER: 0161201 SOUTHWEST CENTER ON RENEWABLE ENERGY Dear Members of the Board: The Registry of Charitable Trusts is in receipt of the Registration Renewal Fee for fiscal year ending 6/30/13 submitted by SOUTHWEST CENTER ON RENEWABLE ENERGY. As you are aware, your registration was suspended on January 28, 2014 for multiple deficiencies listed below. 1. Failure to file the Registration Renewal Fee (RRF-1) Report (s), together with required renewal fee, for fiscal year(s) ending: 6/30/09. 2. Failure to file IRS Form 990, 990PF or 990EZ, reports for fiscal years ending: 6/30/09. 3. Late fees assessed were to the organization failing to file the required documents. The fees are calculated as $25.00 per month or partial month starting the 31st day after the first delinquency letter was mailed (11/15/13) for a total of $50.00 good through April 30, 2014. The late fees are in addition to any annual renewal fees that may also be due and cannot be waived. Fees will continue to accrue until all of the outstanding documents have been filed with the Registry. You have failed to resolve those deficiencies and your registration remains suspended. As a result, we are unable to process the Registration Renewal Fee (RRF-1) Report or renew your registration for fiscal year ending 6/30/13. It is important that you immediately resolve the remaining deficiencies listed above so that the suspension may be lifted. You must use the current year form and current year fee structure for all past reports. You can obtain the RRF-1 form from our website http://ag.ca.gov/charities under the “Forms” tab. This is a reminder that SOUTHWEST CENTER ON RENEWABLE ENERGY may not engage in any activity for which registration is required at any time while its registration is suspended. Sincerely, Veronica Popovich Staff Services Analyst For KAMALA D. HARRIS Attorney General EDMUND G. BROWN JR. Attorney General State of California DEPARTMENT OF JUSTICE 1300 I Street P. O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 Ext. 4 Fax: (916) 444-3651 E-Mail Address: Registration@doj.ca.gov May 20, 2010 SOUTHWEST CENTER ON RENEWABLE ENERGY 5858 MT. ALIFAN DRIVE, SUITE 235 SAN DIEGO CA 92111 RE: CT FILE NUMBER: CT0161201 CONFIRMATION OF REGISTRATION WITH THE ATTORNEY GENERAL’S REGISTRY OF CHARITABLE TRUSTS The captioned entity is now registered with the Registry of Charitable Trusts and has been assigned the registration (“CT”) number set forth above. In order to complete the Registry file, please submit the following, together with a copy of this letter: 1. A copy of the IRS Form 990, 990-EZ, or 990-PF for the fiscal year ending: 06/30/09. 2. A copy of the Application for Recognition of Exemption (IRS Form 1023) and a copy of the Internal Revenue Service determination letter. 3. Registration Renewal Fee (RRF-1) Report (s), together with required renewal fee, for the fiscal year ending: 06/30/09. The RRF-1 must be filed annually four months and 15 days after the end of the organization’s accounting period. If an extension was requested from IRS, please file the RRF-1 with the completed IRS informational return together with a copy of all extension requests. The organization’s address of record is used to mail reporting forms at the end of each accounting period. Please advise us, in writing, of any address change. If the captioned organization contracts with a commercial fundraiser for charitable purposes or fundraising counsel, that entity must also register and file annual reports with the Registry. Doc CT-470 Confirmation of Registration(notification) All forms and instructions are available on our website at http://ag.ca.gov/charities . Directors of nonprofit corporations are required to adhere to the provisions of the California Nonprofit Corporation Law (Corporations Code section 5000, et seq.). Trustees for charitable purposes are required to adhere to the provisions of California Probate Code (commencing with section 15000). Please respond within 30 days from the date of this letter. Thank you for your attention to this correspondence. Sincerely, For Staff Services Analyst Registry of Charitable Trusts For cc: Cory J. Briggs EDMUND G. BROWN JR. Attorney General KAMALA D. HARRIS Attorney General State of California DEPARTMENT OF JUSTICE 1300 I STREET P.O. BOX 903447 SACRAMENTO CA 94203-4470 Telephone: (916)445-2021x5 Facsimile: (916) 444-3651 E-Mail: RRF1@doj.ca.gov September 2, 2011 SOUTHWEST CENTER ON RENEWABLE ENERGY 814 MORENA BLVD STE 107 SAN DIEGO CA 92110 CT FILE NUMBER: CT0161201 RE: NOTICE OF INCOMPLETE REPORT The Annual Registration Renewal Fee Report submitted on behalf of the captioned organization is incomplete for the following reason(s): 1. An authorized officer must sign the form. In order to remain in compliance with the filing requirements set forth in Government Code sections 12586 and 12587, please provide the requested information, together with a copy of this letter, to the above address, within thirty (30) days of the date of this letter. Sincerely, Tony Salazar Staff Services Analyst 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-550 Annual RRF Incomplete 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)445-2021x5 Facsimile: (916) 444-3651 E-Mail: RRF1@doj.ca.gov August 15, 2011 SOUTHWEST CENTER ON RENEWABLE ENERGY 5858 MT. ALIFAN DRIVE, SUITE 235 SAN DIEGO CA 92111 CT FILE NUMBER: CT0161201 RE: NOTICE OF INCOMPLETE REPORT The Annual Registration Renewal Fee Report submitted on behalf of the captioned organization is incomplete for the following reason(s): 1. An authorized officer must sign the form. In order to remain in compliance with the filing requirements set forth in Government Code sections 12586 and 12587, please provide the requested information, together with a copy of this letter, to the above address, within thirty (30) days of the date of this letter. Sincerely, Kim Hunter Office Technician 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-550 Annual RRF Incomplete notification EDMUND G. BROWN JR. Attorney General State of California DEPARTMENT OF JUSTICE 1300 I Street P. O. Box 903447 Sacramento, CA 94203-4470 Telephone: (916) 445-2021 Ext. 4 Fax: (916) 444-3651 E-Mail Address: Registration@doj.ca.gov February 10, 2010 SOUTHWEST CENTER ON RENEWABLE ENERGY CT FILE NUMBER: App 1368990 5858 MT. ALIFAN DRIVE, SUITE 235 SAN DIEGO CA 92111 NOTICE TO REGISTER We have received information indicating that this organization may be subject to the registration and reporting requirements of the Supervision of Trustees and Fundraisers for Charitable Purposes Act (Government Code sections 12580, et seq.). Pursuant to section 12585 and 12586 of the Act, every charitable corporation incorporated or doing business in California, unincorporated association and trustee holding assets for charitable purposes or doing business in the State of California is required to register and file annual reports with the Attorney General’s Registry of Charitable Trusts, within thirty (30) days of receiving assets (which includes cash or other forms of property). Some entities, such as educational institutions, religious corporations and hospitals, are exempt from registration and reporting under section 12583. In order to determine if the captioned entity is subject to registration and reporting, please submit a completed Initial Registration form (CT-1), together with all the required attachments, and $25 initial registration fee, payable to the Attorney General’s Registry of Charitable Trusts. Please include the “CT number” noted at the top of this letter in the memo portion of the check, and mail the completed form and check, together with a copy of this letter, to the Registry at the address set forth above. If it is determined that registration is not required, the $25 registration fee will be refunded. For additional information please visit our website at http://ag.ca.gov/charities. Please respond within 30 days from the date of this letter. Thank you for your attention to this correspondence. Sincerely, Staff Services Analyst Registry of Charitable Trusts For EDMUND G. BROWN JR. Attorney General Our office cannot accept the RRF-1 form and check number 53470 received on 9/11/2009 because your organization is not registered with the Attorney General’s Registry of Charitable Trusts. You may resubmit these materials once your organization completes the registration process. Please submit the information requested above. Doc CT-400 CT 1 NTR