Corporation

Section A. This Corporation will be known as the Inland Rural Fire Safe Council (hereinafter referred to as "the Corporation").

Section B. The Corporation will provide support for residents of those areas in and near the communities of Harbison Canyon, Japatul, Carveacre, and portions of Dehesa and Jamul. The Corporation is organized and operated exclusively for charitable, educational, and acquisition of resources to assist fire prevention effort purposes, more specifically to minimize risks to life, homes and natural and manmade resources of the residents within the Corporation’s boundaries in Southern San Diego County, California regardless of race, religion, ethnic origin, age, marital status, disability or gender.

Section C. Tax Status

This Corporation is organized and operated exclusively for charitable, educational and the acquisition of resources to assist fire prevention effort purposes within the meaning of Section 501(C)(3) of the Internal Revenue code or the corresponding provision of any future United States Internal Revenue Law. Notwithstanding any other provision of these Articles, the Corporation will not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation, and the Corporation will not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 50l(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision on any future United States Internal Revenue law or (b) by a Corporation, contributions to which are deductible under section 1 70(c)(2) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law.

No substantial part of the activities of this Corporation will consist of carrying on propaganda or otherwise attempting to influence legislation, except as provided in section 501(h) of the Internal Revenue Code, and the Corporation will not participate on intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

The property of this Corporation is irrevocably dedicated to charitable, educational and purposes and no part of the net earnings of this Corporation will ever inure to the benefit of any of its directors, trustees, officers, private shareholders or members thereof or to the benefit to any private person.

On the dissolution and winding up of this Corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this Corporation, will be distributed to a nonprofit fund, foundation or Corporation which is organized and operated exclusively for charitable, educational or other exempt purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of a future United States internal revenue law.

Section D. Unless the context of these Bylaws requires otherwise, the general provisions, rule of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.

Section E. The principal office for the transactions of the activities and affairs of this Corporation is located at 16319 Lyons Valley Road, Jamul, San Diego County, CA 91935. The board of directors (hereinafter referred to as "the board") may change the location of the principal office as long as it remains within the greater San Diego area. This section must be amended for the principal office to be moved from the area of San Diego County.

The board may, at any time, establish a branch or subordinate office at any place or places where the Corporation is qualified to conduct its activities.

Section F.  The Corporation will promote the protection of life, property, and the environment. The Corporation will provide a platform for promoting fire prevention and safety efforts for all stakeholders. This platform will strengthen partnership with first responders provide fire related resource connection to better educate residents, to review evacuation plans, evaluate progress towards the communities fire preparedness on an ongoing basis and acquire resources to assist with fire prevention efforts.  

ARTICLE II

Executive Board

Section A. The board may delegate management of corporate activities; however, the Director maintains ultimate responsibility and authority for the Corporation.

Section B. Number, Election and Tenure

The authorized number of the Executive Board shall be at least three (3) and not more than seven (7) directors unless changed by amendment to these Bylaws.

The term of office of the Executive Board shall be two years. Board elections shall take place commencing in January and every 2 years thereafter.

Each Executive Board member present at a meeting shall be entitled to one (1) vote on each matter submitted to vote by the board. Members of the Executive Board will not be permitted to vote by proxy.

Section C. General and Specific Powers

Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law, and other applicable laws and any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Executive  board. The directors will act as members of the Executive Board, and the individual directors will have no power as such.

Without prejudice to the general powers set forth in Article III of these Bylaws, but subject to the same limitations, the Executive Board shall have the power to carry out or assign responsibility for the following:

Appoint and remove, at the pleasure of the board, all corporate officers, agents and employees; prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation and these Bylaws; and fix their compensation (if applicable).

Change the principal office from one location to another; cause the Corporation to be qualified to conduct activities in any other county; conduct its activities in or outside California; and designate a place in California for holding any meeting of members.

Adopt and use a corporate logo, and alter the form of the logo consistent with guidelines required by the Fire Safe Council of San Diego County.

Section D.  Restrictions, Compensation and Reimbursement

No more than 49 percent of the persons serving on the board may be "interested persons." An interested person is any person compensated by the Corporation for services rendered to it within the previous twelve months as a full-time or part­ time employee, independent contractor, or otherwise. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the Corporation.

No compensation shall be paid to directors for their service as such. However, they may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in these Bylaws.

Section E. Vacancies

A vacancy or vacancies on the Executive Board will exist in the event of (a) the resignation, removal or death of any director; and (b) whenever the number of authorized directors is increased.

By majority of the directors then in office, the board may declare vacant the office of a director.

Who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order of judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit public Benefit Corporation Law.

Who fails to attend three consecutive board meetings without adequate excuse within a given calendar year.

Who is not fulfilling the responsibilities of the office as prescribed in these Bylaws or standing rules or engages in conduct injurious to the Corporation or its purposes as determined by the board.

Except as provided below, any director may resign by giving written notice to the president or the secretary of the Corporation. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the respective chapter may designate a successor to take office as of the date when the resignation becomes effective.

Except on notice to the California Attorney General, no director may resign if the Corporation would be left without a duly authorized director.

A person elected to fill a vacancy as provided by this Section will hold office until the next election of the Board of Directors or until his or her death.

Section F. Meetings

Meetings of the board shall be held at any place within California that has been designated by resolution of the board of the meeting or, if not so designated at the principal office of the Corporation.

Any board meeting may be held by conference telephone, video screen, or other communications equipment. Participation in a meeting under this section shall constitute presence in person at the meeting if all of the following apply:

Each member participating in the meeting can communicate concurrently with all other members.

Each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation.

The board had adopted and implemented a means of verifying both of the following:

A person participating in the meeting as a director or other person is entitled to participate in the board meeting.

All actions of or votes by the board are taken or cast only by the directors and not by persons who are not directors.

Special meetings of the board for any purpose may be called at any time by the president, or the secretary, or any two directors. Notice of the time and place of special meetings shall be given to each director by (a) first-class mail, postage prepaid; (b) personal delivery of written notice; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, whether directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the director's address or telephone number as shown on the Corporation's records.

Notices sent by first-class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned or sent respectively, at least 48 hours before the time set for the meeting.

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

Regular meetings of the board may be held without public notice or public attendance.

A simple majority of directors shall constitute a quorum for the transaction of business at any meeting of the board. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the more stringent provisions of

the California Nonprofit Public Benefit Law, including without limitations, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between Corporations having a common directorship, (c) creation of and appointments to committees of the board, and (d) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business despite the withdrawal of some directors from the meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Nothing above shall preclude directors gathering for the purpose of any meeting from discussing the past, current or future business matters of the Corporation in the absence of a quorum.

Notice of a meeting need not be given to any director who, either before or after the meeting signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Notice of a meeting need not be given to any director who attends the meeting, and does not protest the lack of notice to him or her.

A majority of the directors present, whether or not having achieved a quorum, may adjourn any meeting to another time and place.

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

The rules contained in the current edition of Robert's Rules of Order shall govern all meetings, in all cases to which they are applicable and in which they are inconsistent with these Bylaws, and any special rules of order the Corporation may adopt.

The board shall meet regularly, the date and time to be established by the board.

Any action required, or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all members of the Board will individually or collectively consent in writing to such action. For the purposes of this section only "all members of the Board" will not include any "interested Director" as defined in Section 5233 of the California Nonprofit Public Benefit

Corporation Law. Such written consent or consents will be filed with the minutes of the proceedings of the board. Such action by written consent will have the same force and effects as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken will state that the action was taken by unanimous written consent of the Board without meeting and that the Bylaws of the Corporation authorize the Directors to so act and such statements will be prima facie evidence of such authority.

     Meetings of the Executive Board of Directors will be presided over by the Chief Executive Officer (President) of the Board, or, if no such person has been so designated or, in his or her absence, the Chief Financial Officer (Treasurer) of the Board shall preside. The Secretary of the Corporation will act as secretary of all meetings of the Board provided that, in his or her absence, the presiding officer will appoint another person to act as secretary to the meeting.

           Meetings will be governed by Robert's Rules of Order as such rules may be revised from time to time, insofar as such rules are consistent with or not in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provision of law.

Section G. Committees

        The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees each consisting of one or more directors and may include one or more representative(s) for each community and/or participating agencies. Chair positions for such committees shall be appointed by the President and/or as determined by the board. These additional committees will act in an advisory capacity only to the board and will be clearly titled as "advisory" committees.

Meetings and actions of committees will be held and taken in accordance with the provisions of these Bylaws concerning meetings of the board, with such changes in the context of such Bylaws provisions as are necessary to substitute the committee and its members for the board and its members. The time for regular meetings of committees may be changed and/or fixed by resolution of the board or by the committee, except that committees may not meet less than quarterly. 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 consistent with the provisions of these Bylaws.

ARTICLE III

Officers

Section A. Officers of the Corporation

The officers of this Corporation shall be President, Vice president, Treasurer and Secretary. The Corporation may also have, as determined by the board, vice-chairs, assistant secretaries and/or assistant treasurers or other officers. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as the president.

The officers of this Corporation shall be selected by the Executive Board at the annual meeting and shall serve at the pleasure of the board. Officers shall be selected and limited to community members. The said officers shall be elected in the manner prescribed in the bylaws of the Inland Rural Fire Safe Council.

The Executive Board may appoint such other officers or agents as it may deem desirable and such officers will serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Executive Board.

Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or any other later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective.

A vacancy, for any reason, shall be filled in the manner prescribed in these Bylaws for normal selection for that office.

Section B. Responsibilities of Officers

President

Subject to such supervisory powers as the board may give to the president and subject to the control of the Executive Board, the president shall be the general manager of the Corporation and shall supervise, direct, and control the Corporation's activities, affairs, and officers. The president shall serve as spokesman of the Corporation and Executive Board. The president, from time to time, may designate a spokesperson in his/her absence.

Secretary

The Secretary shall give, or cause to be given, notice of all meetings of the board to any person that these Bylaws require to be given.

The secretary shall record, or cause to be recorded, minutes of all meetings of the board.

The secretary shall keep the corporate Logo, if any, in safe custody and shall have such powers and perform such other duties as the board or the Bylaws may require.

The secretary shall keep or cause to be kept, at the principal California office or such other place as the board may designate, a book of minutes of all meetings, proceedings, and actions of the board. The minutes of the meetings shall include the time and place the meeting was held; whether the meeting was an annual, general, or special meeting and how authorized; the notice given; and the names of persons present at the meeting.

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

The secretary shall keep at the principal office of the Corporation a membership record containing the name and address of each and any members and in the case where any membership has been terminated; he or she will record such facts in the membership record, together with the date on which such membership ceased.

Treasurer

The treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and transactions.

The treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the board. The book of account shall be open to inspection by any Executive Board member at all reasonable times.

The treasurer shall:

(a) deposit or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the board may designate;

(b) disburse, or cause to be disbursed, the Corporation's funds as the board may order,

(c) render, or cause to be rendered, to the chair, and the board, when requested, an account of all transactions as treasurer arid of the financial condition of the Corporation and

(d) have such other powers and perform such other duties as the board or as the Bylaws may require.

The treasurer shall collect financial statements quarterly from such committee or Resource Center as applicable. The treasurer shall consolidate corporate financial data and provide combined financial statements to the board quarterly.

Section C. Interested Persons, Indemnification, Liability

No director of this Corporation nor any other corporation, firm, association, or other entity, in which one or more of this Corporation's directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this Corporation.

This section does not apply to a transaction that is part of an educational or charitable program of this Corporation if it is approved or authorized by the Corporation in good faith and without unjustified favoritism.

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

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

On written request to the board by any person seeking indemnification under Corporations Code section 5238(e) or (c ), the board shall promptly decide under Corporations Code 5238 (e) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or section 5238 (c) has been met and, if so, the board shall authorize indemnification. If the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors, who are not parties to that proceeding, those remaining directors shall determine whether or not the applicable standard of conduct has been met and shall authorize indemnification.

To the fullest extent permitted by law and except otherwise determined by the board in a specific instance, expense incurred by a person seeking indemnification under Section B of these Bylaws in defending any

proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the Corporation for those expenses.

This Corporation shall have the right, if necessary, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, director, employees, volunteers, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, volunteer, or agent in such capacity or arising from the officer's director's employee's volunteer's or agent's status as such.

This Corporation shall keep: (a) Adequate and correct books and records of account according to Generally Accepted Accounting Principles; and (b) written minutes of the proceedings of its board.

Every director shall have the absolute right and any reasonable time to inspect the Corporation's books, records, and documents of every kind, physical properties, and the records for each subsidiary, if any. Inspection of such items may be made in person or by the director's agent or attorney.

The Corporation shall cause an annual report to be delivered to the directors within 120 days after the end of the Corporation's fiscal year. That report shall contain the following information, in appropriate detail:

The assets and liabilities of the Corporation as of the end of the fiscal year;

The principal changes in assets and liabilities;

The Corporation's revenue or receipts, both unrestricted and restricted to particular purposes;

The Corporation's expenses or disbursements for both unrestricted and restricted purpose;

An independent accountant's report or the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the Corporation's books and records.

As part of the annual report, the Corporation shall, within 120 days after the end of the Corporation's fiscal year, annually prepare and mail or deliver to each director a statement of any transaction or indemnification of the following kind:

Any transaction (i) in which the Corporation, or its parent or subsidiary, was a party, (ii) in which an "interested person" had a direct or indirect material financial interest, and (iii) which involved more than $500 or was one of several transactions with the same interested person involving, in the aggregate, more than $1,000.

Any indemnification or advances aggregating more than $1,000 paid during the previous fiscal year to any officer or director or directors of the Corporation, unless that indemnification was approved by the directors under California Corporation Code Section 5238(e)(2).

8. The fiscal year of the Corporation shall be the accounting year beginning Julyl and ending June 30 of the following year.

ARTICLE IV

Members

Section A. Determination of Members

The membership in this corporation shall be limited to, and shall consist of, all the active in good standing of the Inland Rural Fire Safe Council in the State of California.

Section B. Definition of Community Member

Community members are defined as groups of individuals from separate communities adopting the same cause as the Corporation and pledging to work in concert with the Corporation according to its policies and procedures.

Section C. Affirmation

Affirmation of a community under the Corporation requires approval by the board with no less than two thirds (2/3) vote of a quorum of the directors.

Section D. Eligibility

The board and/or the policies and procedures of the board shall determine eligibility.

Section E. Organization

Each Community may operate independently of other communities for the purpose of specific community goals and objectives under the general provisions and within the general purpose of the Corporation as outlined in Article 1.

Communities shall work cooperatively and in conjunction with other chapters and the board for the purpose of County wide goals and objectives (ref. Article II, Section G).

All communities are accountable to the Corporation for various operations as defined in the policies and procedures as may be adopted by the board.

Section F. Dues and Assessments

No members of the Corporation will be required to pay dues, or participate in other funding mechanisms or assessments.

Section G. Voting Rights

Voting rights are established upon accounting to Article II, Section B of these Bylaws.

ARTICLE V

Section A.

These Bylaws may not be amended or repealed or exclude any provision that may conflict, or create a conflict by absence, with the law or with the Corporation's articles.

Section B.

The Bylaws may be amended or repealed only by a majority of all directors of the Corporation.

Section C.

If any provision of these Bylaws requires the vote of a larger proportion of the board than is otherwise required by law, that provision may not be altered, amended or repealed except by the greater vote.

ARTICLE VI

Amendment of Articles

Amendment of the Articles of Incorporation may be adopted by the unanimous approval of the board, except that:

The Corporation will not amend its Articles of Incorporation to alter any statement which appears in the original articles of Incorporation. Nor will it amend the names and addresses of the first incorporators of the Corporation or the name and address of its initial agent, except to correct an error in such statements or to delete either statement after the Corporation has filed an initial "Statement by a Domestic Nonprofit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.

CERTIFICATE OF SECRETARY

I certify that I am the designated Secretary of the Inland Rural Fire Safe Council, a California Nonprofit Public Benefit Corporation; that these Bylaws, consisting of fourteen (14) pages, are the Bylaws of this Corporation as adopted by the board on April 11, 2010 and that these Bylaws have not been amended or modified since that date.