The corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes. The specific purposes of this corporation are the development and support of off-leash parks and beaches which provide for the training, exercise and recreation of dogs, and further dog-related activities and their owners, and to engage in any other lawful activities permitted under the California Nonprofit Public Benefit Corporation Law. The recital of these purposes as contained in this paragraph is intended to be exclusive of any and all other purposes, this corporation being formed for those public and charitable purposes only.

Section 3.1. Members. The members of this corporation shall consist of those who have complied with the requirements set forth in Section 3.2 of this Article, have properly presented themselves for membership in accordance with the procedures determined by the Directors, and who have been enrolled as members on the membership roster.

No person may hold more than one membership.

Membership in this corporation shall not vest in any member any distributions from the corporation during the existence of the corporation, but shall only entitle the member to vote at meetings of the members. Membership shall not be assignable inter vivos by any members, nor shall membership vest to any personal representative, heir or devisee.

Section 3.2. Requirements for Membership. To be a member an individual must pay the annual dues and assessments, must participate on a regular basis in the activities of the organization, and must have otherwise fully complied with the organization’s principles.

Section 3.3. Removal of Members. Membership of any member shall cease on the happening of any of the following events:

(a) The member’s death or resignation.

(b) The failure of the member to pay his or her dues and assessments in a timely fashion after

notice of the same.

(c) The failure of the member to actively participate in the activities of the organization.

No removal may be done unless in good faith and in fair and reasonable manner. In the case of subdivisions (b) or (c) of this section, the member shall be notified at least 15 days prior to being removed from the membership list, of the fact that he or she will be removed as a member and the reasons there for. If the member does not pay the dues or otherwise contact the corporation within 10 days of the notice to protest the removal, the member shall be removed from the membership list. If the member timely files a protest, the member shall be given an additional 5 days to present a written explanation/objection prior to making a final decision on weather or not the member shall be removed.

Section 3.4. Place of Meetings. Notwithstanding anything to the contrary in these Bylaws, any meeting whether regular, special, or adjourned of the members of this corporation may be held at any place within or without the State of California that has been designated by the Board of Directors ("Board") as the place of meetings.

Section 3.5. Regular Meetings. The regular annual meeting of the members, of which no notice need be given, shall be held at the principal office of the corporation (as the same shall be from time to time designated in the minutes of the Directors) at 7:00 p.m. on the first Thursday in January of each year, if not a legal holiday and if a legal holiday, then on the next succeeding business day not a legal holiday. The Directors may designate a different time, date, or location, in which case notice must be given in the manner specified for special meetings. At the regular annual meeting, the members shall consider reports of the affairs of the corporation, and transact other business as may properly be brought before the meeting, including but not limited to the election of Directors of the corporation to serve for the ensuing year and until their successors are elected and qualified.

Section 3.6. Special Meetings. Special meetings of the members may be called at any time by order of the President or of any Vice President or of the Secretary, or of two or more members or of the Board.

Section 3.7. Notice of Special Meetings. Written notice of special meetings of members shall be given personally or by mailing by first class, registered or certified mail, to each member, at his last known address, postage prepaid, a notice of the meeting at least ten (10) days before the time fixed for holding the meeting.

Notice of any meeting of members shall specify the place, the day and the hour of meeting, and in case of a special meeting, the general nature of the business to be transacted.

Section 3.8. Quorum. At all meetings of the members, whether regular, special, or adjourned, the presence in person of one-third of the members or a majority of the members or those members present, or other desired quorum shall constitute a quorum for the transaction of business.

Section 3.9. Adjournments. Any business that might be done at a regular meeting of the members may be done at a special or at an adjourned meeting. If no quorum is present at any meeting of the members, the meeting may be adjourned by those present from day to day or from time to time until a quorum is obtained. In this case, no notice need be given of such adjourned meeting.

Section 3.10. Waiver and Consent. The transaction of any meeting of members, however called or noticed shall be as valid as though conducted at a meeting duly held after regular call and notice, if a quorum is present, and if either before or after the meeting, each of the members, not present in person, signs a written waiver of notice or a consent to the holding of the meeting, or an approval of the minutes of the meeting.

Any action that may be taken at a meeting of the members, may be taken without a meeting if authorized by a writing signed by all the members who would be entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation.

Section 3.11. Action without Meeting/Ballots.

(a) Any action required or permitted to be taken at any regular or special meeting of members

(b) All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.

Section 3.13. Voting Rights. Only persons whose names stand on the membership records of the corporation on the day of any meeting of members, shall be entitled to vote at such a meeting.

Every member entitled to vote at any election for Directions shall be entitled to one vote.

Section 3.14. Proxies.

Proxies are not allowed.

Section 4.1. Powers. Subject to limitations of the Articles and these ByLaws and of pertinent restrictions of the California Corporation Code, all the activities and affairs of the corporation shall be exercised by or under the direction of the Board of Directors. Without prejudice to these general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these ByLaws:

The authorized number of Directors of the corporation shall be not less than five (5) and not more than nine (9), with the exact number to be determined from time to time by the Directors until changed by an amendment of the Articles of Incorporation or by an amendment to these ByLaws. The number may be changed by the vote or written assent of a majority of the directors then in office.

Section 4.3. Selection and Tenure of Office.

Directors shall be elected at each annual meeting of the members. Each Director shall serve until the next annual meeting and until a successor has been elected and qualified. If an annual meeting is not held, or the Directors are not elected at an annual meeting, the Directors may be elected at any special meeting of members held for that purpose.

Section 4.4. Vacancies. Subject to the provisions of Corporations Code S 5226, any Director may resign effective on giving written notice to the Chair of the Board, the President, or the Secretary of the Board, unless the notice specifies a later time for the effectiveness of the resignation.

If the resignation is to take effect at some future time, a successor may be selected before that time, to take office when the resignation becomes effective.

Vacancies in the Board shall be filled in the same manner as the Director or Directors whose office is vacant was selected, provided that vacancies to be filled by election by Directors may be filed by a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until the expiration of the term of the replaced Director and until a successor has been named and qualified.

A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any Director, or if the authorized number of Directors be increased.

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 or judgment of any court to have breached any duty arising under the California Nonprofit Public Benefit Corporation Law, Corporations Code SS 5230 et seq.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director’s term of office.

Section 4.5. Removal of Directors. A Director may be removed from office if any of the following has been found to have occurred (include provisions desired):

(a) The Director misses three (3) or more consecutive board meetings.

(b) A conflict of interest is found to exist between the Director and the corporation.

Before any removal occurs, the Director will be advised of the allegations and the basis for the allegation, and will be given an opportunity to present any contrary evidence or explanation he or she may have to the Board. Removal must be by majority vote of all the Directors.

Section 4.6. Place of Meetings. Notwithstanding anything to the contrary provided in these ByLaws, any meeting (whether regular, special, or adjourned) of the Board of Directors of the corporation may be held ay any place within or without the State of California that has been designated for that purpose by resolution of the Board of Directors or by the written consent of all the members of the Board.

Section 4.7. Regular Meetings. Regular meetings of the Board shall be held without call or notice immediately after the adjournment of each annual meeting of members.

Section 4.8. Special Meetings. Special meetings of the Board of Directors may be called at any time by order of the President, of any Vice President, of the Secretary, or of two or more of the Directors.

Section 4.9. Notice of Special Meetings. Special meetings of the Board shall be held on four days notice by first class mail or a forty-eight hour notice given personally or by phone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means, The notice shall be addressed or delivered to each Director or at the Director’s address as it is shown on the records of the corporation or as may have been given to the corporation by the Director for purpose of notice or, if the address is not shown on the records or is not readily ascertainable, at the place at which the meetings of the Directors are regularly held.

Section 4.10. Quorum. Except as otherwise provided in these ByLaws, a majority of the authorized number of Directors shall constitute a quorum except when a vacancy or vacancies prevents a majority, whereupon a majority of the Directors in office shall constitute a quorum, provided a majority shall constitute either one third of the authorized number of Directors or at least two Directors, whichever is larger, or unless the authorized number of Directors is only one. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Except as the Articles if Incorporation, these ByLaws and the California Nonprofit Public Benefit Corporation Law may provide, the act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors.

Section 4.11. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communications, or other communications equipment, so long as all members participating in the meeting can communicate with all of the other members concurrently, 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, and the corporation adopts and implements some means of verifying that the person communicating by telephone, electronic video screen, or other communications equipment is a director entitled to participate in the board meeting, and that all statements, questions, actions, or votes were made by that director and not by another person not permitted to participate as a director.

Section 4.12. Waiver of Notice. Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice to the Director. All waivers, consents, and approvals shall be filed with the corporation records or made a part of the minutes of the meetings.

Section 4.13. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjourn to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 4.14. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to the action. The consent or consents shall have the same effect as an unanimous vote of the Board and shall be filed with the minutes of proceedings of the Board.

Section 4.15. Rights of Inspection. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind, and to inspect the physical properties of the corporation of which the person is a Director, for a purpose reasonably related to the person’s interest as a Director.

Section 4.16. Official Board Committees. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two or more members of the Board, and shall have the powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except with respect to:

(a) The approval of any action for which the California Nonprofit Public Benefit Corporation Law also

requires members’ approval (must be approved by the Board as a whole);

(b) The filing of vacancies on the Board or on any committee;

(c) The fixing of vacancies on the Board or on any committee;

(d)The amendment or repeal of ByLaws or the adoption of new ByLaws;

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amenable

or repealable;

(f) The appointment of other committees of the Board or the members thereof;

(g) The expenditure of corporate funds to support a nominee for Director after are more people

nominated for Director than can be elected; or

(h) The approval of any self-dealing transaction, as these transactions are defined in Corporation Code S

5233.

Any committee may be designated an Executive Committee or by another name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. In the absence of a prescription, the committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or the committee shall otherwise provide, the regular and special meetings and other actions of any committee shall be governed by the provision of this article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

Section 4.17. Fees and Compensation.

Directors (as such) shall not receive compensation for their services as Directors. Directors may receive a reasonable allowance for personal services actually rendered pursuant to resolution passed by a majority vote at a regular or special meeting of the members; reimbursement for expenses as may be fixed or determined by the Board.

Not more than 49% of the Directors may serve the organization in some other capacity for which compensation is paid.

Section 5.1. Officers. The officers of the corporation shall be a Chair of the Board or a President or both, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents, one or more Assistant Secretaries, and other officers as may be appointed in accordance with the provisions of Section 5.3 of this Article. One person may hold two or more offices, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President or the Chair of the Board.

Section 5.2 Election. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold his or her office until he or she resigns, is removed, or becomes otherwise disqualified to serve, or until his or her successor is elected and qualified.

Section 5.3. Subordinate Officers. The Board of Directors may appoint, and may empower the President to appoint, other officers as the business of the corporation may require, each of whom shall hold office for a period, have the authority, and perform the duties as are provided in the ByLaws or as the Board of Directors may from time to time determine.

Section 5.4. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or except in case of an officer chosen by the Board of Directors, by any officer on whom the power of removal may be conferred by the Board of Directors.

Any officer may resign at any time, without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party, by giving written notice to the Board of Directors, to the President, or to the Secretary of the corporation. The resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 5.5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in the ByLaws for regular election or appointment to the office, provided that the vacancies shall be filled as they occur and not on an annual basis.

Section 5.6. Inability to Act. In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his or her place, the Board of Directors may from time to time delegate the powers or duties of the officer to any other officer, or any director or other person whom the Board may select.

Section 5.7. Chair of the Board. The Chair of the Board, if there shall be one, shall, if present, preside at all meetings of the Board of Directors, And exercise and perform other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by the ByLaws. If the corporation does not have a President then the Chair shall also have the powers otherwise given to the President.

Section 5.8. President. Subject to supervisory powers, if any, as may be given by the Board of Directors to the Chair of the Board, if there be one, the President shall be the Chief Executive Officer of the corporation and shall subject to the control of the Board of Directors, have general supervision, direction, and control of the activities and officers of the corporation. In the absence of the Chair of the Board, or if there is none, the President shall preside at all meetings of the Board of Directors. The President shall be ex-officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of a president of a corporation, and shall have other powers and duties as may be prescribed by the Board of Directors or the ByLaws.

Section 5.9. Vice President. In the absence or disability of the President, the Vice President, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice Presidents shall have other powers and perform other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws.

Section 5.10. Secretary. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or other place as the Board of Directors may order, of all meetings of the members, and the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice of the meeting given, the names of those present at the meetings, and the proceedings. The Secretary shall keep, or cause to be kept, at the principal office in the State of California, the original and a copy of the corporation’s Articles and Bylaws, as amended to date.

The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees of the Board required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have other powers and perform other duties as prescribed by the Board.

The Secretary shall keep or cause to be kept, at the principal office of the corporation, a membership register, or a duplicated membership register, showing the names of the members and their addresses.

The Secretary shall also keep, or cause to be kept, a book of minutes at the principal office or other place as the Board may order, of all meetings of the members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice of the meeting, the names of those present at meetings, and the proceedings. The Secretary shall give, or cause to be given, notice of all meetings of the members of the members required by these ByLaws.

Section 5.11. Treasurer and Chief Financial Officer. The Treasurer shall be the Chief Financial Officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all reasonable times be open to inspection by any Director.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and the Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have other powers and perform other duties as may be prescribed by the Board of Directors.

Section 5.12. Assistant Treasurer. At the request of the Treasurer, or in his or her absence or disability, the Assistant Treasurer shall perform all the duties of the Treasurer, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the Treasurer.

Section 5.13. Salaries. The salaries of the Officers shall be fixed from time to time by the Board of Directors and no Officer shall be prevented from receiving the salary by reason of the fact that the Officer is also a Director of the corporation.

Section 6.1. Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between this corporation and any other person, when signed by any one of the Chair of the Board, the President or any Vice President, and any Assistant Treasurer of this corporation shall be valid and binding on this corporation in the absence of actual knowledge on the part of the other person that the signing Officers had no authority to execute the same.

The Board of Directors, except as otherwise provided in the ByLaws, may authorize any officer or officers, agents to enter into any contract or execute any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, and except as provided in this Section, no officer, agent, or employee shall have any power or authority to bind the the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount.

Section 6.2. Representation of Shares of Other Corporation. The President, or any other officer or officers authorized by the Board or the President, are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any officer in person or by any other person authorized to do so in proxy or power of attorney duly executed by the officer.

Section 6.3. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law, Corporation Code SS 5000 et seq., and in the California Nonprofit Public Benefit Corporation Law Corporations Code SS 5110 etseq., shall govern the construction of these ByLaws.

Section 6.4. Amendments. These ByLaws may be amended by repeal and new and additional ByLaws may be made from time to time by a majority of the members, or by the written assent of the members. Subject to right of the members to amend or repeal, these ByLaws (other than a Bylaw or amendment of the ByLaws changing the authorized number of Directors) may be amended or repealed by the Board in the exercise of the power granted to the Board in these ByLaws.

Section 6.5. Record of Amendments. Whenever an amendment or new Bylaw is adopted, it shall be copied in the Book of Minutes with the original ByLaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the Book.

Section 7.1. Definitions. For purposes of this section, "agent" means any person who is or was a Director, Officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a Director, Officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 7.4. or 7.5. (c) of this Article.

Section 7.2. Indemnification in Actions by Third Parties. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding (other than an action by or in the right of this corporation to procure judgment in its favor, an action brought under Corporation Code s 5233, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that the person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 7.3. Indemnification in Actions by or in the Right of the Corporation. This corporation shall have the power to indemnify any persons who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this corporation or brought under Corporation Code S 5233, or an action brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that the person is or was an agent of this corporation, against expenses actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of this corporation and with the care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section. 7.3.:

Section 7.4. Indemnification Against Expenses. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 7.2 or 7.3 of this Article in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 7.5. Required Indemnification. Except as provided in Section 7.4 of this Article, indemnification under this Article shall be made by this corporation only if authorized in the specific case, on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 7.2 or 7.3, by:

(a) A majority vote of a quorum consisting of Directors who are not parties to the proceeding;

Section7.6. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this corporation prior to the final disposition of the amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in the Article.

Section 7.7. Other Indemnification. No provision made by the corporation to indemnify its or its subsidiary’s Directors or Officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of members or Directors, an agreement or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than the Directors and Officers may be entitled by contract or otherwise.

Section 7.8. Forms of Indemnification Not Permitted. No indemnification or advance shall be made under the Article, except as provided in Sections 7.4 or 7.5(c) in any circumstances where it appears that:

(b) It would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 7.9. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in the capacity or arising out of the agent’s status as an agent whether or not the corporation would have the power to indemnify the agent against the liability under the provisions of this Article; provided, however, that this corporation shall have no power to purchase and maintain insurance to indemnify any agent of the corporation for a violation of Corporations Code S 5233.

Section 7.10. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as a trustee, investment manager, or fiduciary, even though the person may also be an agent of the corporation as defined in Section 1 of this Article. The corporation shall have the power to indemnify the trustee, investment manager, or other fiduciary to the extent permitted by Corporations Code S 207(f).

Section 8.1. The corporation shall receive all monies, other properties, or both monies and properties, transferred to it for the purposes for which the corporation was formed (as shown by the Articles of Incorporation). However, nothing contained herein shall require the Board of Directors to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of the money or property is contrary to the expressed purposes of the corporation as shown by the Articles.

Section 8.2. The corporation shall hold, manage and disburse any funds or properties received by it from any source in a manner that is consistent with the expressed purposes of this corporation.

Section 8.3. No disbursement of corporation money or property shall be made until it is first approved by the President of the corporation or by the Treasurer or by the Directors. However, the Directors shall have the authority to appropriate specific sums to fulfill the objects and purposes for which the corporation was formed and to direct the officers of the corporation from time to time to make disbursements to implement the appropriations.

Section 8.4. All checks, drafts, demands for money and notes of the corporation, and all written contracts of the corporation shall be signed by the officer or officers, agent or agents, as the Board of Directors may from time to time by resolution designate.

Section 9.1. Records The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All these books, records, and accounts shall be kept at the corporation’s principal place of business in California, as fixed by the Board of Directors from time to time.

Section 9.2. Inspection of Books and Records. The membership register or duplicate membership register, the books of account, and minutes and proceedings of the members and the Board, and of executive committees of the Directors of this corporation shall be open to inspection on the written demand of any member at any member at any time, for a specifically stated purpose reasonable time, for a specifically stated purpose reasonably related to his or her interests as a member, and shall be exhibited at any time when required by the demand of any members’ meeting.

Every Director shall have the absolute right at any time to inspect all books, records, documents of every kind, and the physical properties of the corporation, and also of its subsidiary organizations, if any.

Section 9.3. Certification and Inspection of ByLaws. The original or a copy of these ByLaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the members and Directors of the corporation at all reasonable times during office hours.

On dissolution of this corporation, the Board of Directors shall cause the corporation’s assets to be distributed to another corporation with purposes similar to that indentified in the Article of Incorporation, and Article 2 of these ByLaws.

1. The name of this corporation is:

PENINSULA DOG PARKS, INC.

2. This corporation is a non profit public benefit corporation and is not orgainized for the privated gain of any person. It is organized under the Nonprofit Public Benefit corporation law for public and charitable purposes.

3. The specific purpose of this corporation are:

(a) To promote the health and welfare of companion animals and their owners:

Kimberley Foley

1300 South Beacon Street, Suite 201

San Pedro, CA 90731

5. (a) No substantial part of the activities of this corporation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Internal Revenue Code S 501(h); this corporation shall not participate or intervene in (including publishing or distributing statements) of any political campaign on behalf of any candidate of public office.