ARTICLES OF INCORPORATION ASSOCIATED STUDENTS CALIFORNIA STATE UNIVERSITY, FULLERTON, INC. ARTICLE I ARTICLE II ARTICLE III

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1 ARTICLES OF INCORPORATION OF ASSOCIATED STUDENTS CALIFORNIA STATE UNIVERSITY, FULLERTON, INC. ARTICLE I The name of this corporation is: State University, Fullerton, Inc. Associated Students California ARTICLE II An existing unincorporated association is,hereby being incorporated and the name of said existing unincorporated association is the "Associated Students, California State University, Fullerton". ARTICLE III a) This Corporation is formed for the specific and primary purpose of operating a charitable and educational organization, the student activities of the Associated students, California State University, Fullerton. b) The general purposes and powers are to have and exercise all" rights and powers conferred on non-profit corporations under the laws of California, or which may hereafter be conferred, including the power to contract, rent, buy, or sell personal or real property. c) Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corporation. d) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. -1-

2 ' ARTICLE IV This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. ARTICLE V In accordance with the provisions of Section 9913 of the California Corporations Code, this corporation elects to be governed by all of the provisions of the California Nonprofit Public Benefit Corporation Law not otherwise applicable -to this corporation under Sections of the Corporations Code. ARTICLE VI a) The manner in which Directors shall be chosen and removed from office, th~ir qualifications, powers, duties, compensation, and tenure Board, and of office, the manner of filling vacancies on the the manner of calling and holding meetings of Directors, shall be stated in the By-laws. b) Directors shall not be personally liable for the debts, liabilities, or obligations of the corporation. ARTICLE VII The authorized number, and qualifications of members of the corporation, the filling of vacancies, the different classes of membership, if any, the property, voting and other rights and privileges of members, and their liability to dues and assessments and the method of collection, and the termination and transfer of membership shall be as stated in the By-laws. Provided, however,_ that if the voting, property or other rights of interests, or any of them, be unequal, the By-laws shall set forth the rule or rules by which the respective voting, property or other rights of interests of each member or class of members are fixed and determined. ARTICLE VIII Members of this corporation are not personally liable for the debts, liabilities, or obligations of the corporation. -2-

3 e. ARTICLE IX a) This corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate ~e distribution of gains, profits, or dividends to the members thereof and is organized solely for non-profit purposes. b) The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private persons. c) On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to one or more non-profit corporations which are tax exempt under Section 50l(c) (3) of the Internal Rev~nue Code and which are organized and operated for the benefit of California State University, Fullerton, for the students and faculty at that university, such corporation or corporations to be selected by the Board of Directors of this corporation, and approved by the President, California State University, Fullerton and by the Board of Trustees of the California state University. d) If this corporation holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, on petition therefor by the Attorney General or by any person concerned in the liquidation, in a proceeding to which the Attorney General is a party. ARTICLE X 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 shall individually or col~ lectively consent in ~riting to such action. Such written consent or consents 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 such Directors. Any certificate or other document filed under any provisions of law which relates to action as taken shall state that the action was taken by the unanimous written consent of the Board of Directors without a meeting and that the Articles of Incorporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority. -3-

4 e. CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF ASSOCIATED STUDENTS CALIFORNIA STATE UNIVERSITY, FULLERTON, INC. TRACEY A. STOTZ and IRA N. UNTERMAN certify that: 1. They are the President and the Controller, respectively, of FULLERTON, INC., a California nonprofit corporation. 2. The Preamble to the Articles of Incorporation which _reads: Know all people by these presence that we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a corporation pursuant to the "General Npn-profit Corporation Law of the State of California", and we hereby certify: is deleted. 3. The following Articles are deleted from the Articles of Incorporation: Article V Subsection c) of Article VI 4. Article IV of the Articles of Incorporation is amended to read as follows: This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. 5. Article V is added to the Articles of Incorporation to read as follows: In accordance with the provisions of Section 9913 of the California Corporations Code, this corporation elects to be governed by all of the provisions of the California Nonprofit Public Benefit Corporation Law not otherwise applicable to this corporation under Sections of the Corporations Code. -1-

5 e- 6. These amendments make no changes in the Articles of Incorporation other than deleting the names and addresses of the first directors, deleting reference to the location of. the principal office and electing to be governed by all of the Nonprofit Corporation Law, and therefore, they can be adopted by the Board of Directors alone, under Section 5812(b) of the California Corporations Code. " ~27~ IRA N. UN EJUiAN Controller Each Verification of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true and correct of his or her/,~ knowledge, and that this declaration was executed _on ".k 1 /lj cj-1 1 L/l8b at Fullerton, California. V.A U -2-

6 Agreement No June 7, 1994 ASSOCIATED STUDENTS CALIFORNIA STATE UNIVERSITY, FULLERTON, INC. RESOLUTION TO ACCOMPANY AGREEMENT AND LEASE CHILDREN'S CENTER WHEREAS: The Associated Students, California State University, Fullerton, Inc. (Auxiliary Organization) desires to contract with the State of California through its duly qualified and acting Chancellor of The California State University, for the lease of certain properties and facilities for purposes related to the activities of the campus, or to activities or organizations of students or members of the faculty, or both, thereof, and WHEREAS: A suitable contract has been prepared stating the terms and conditions of the operating agreement and lease, and such contract conforms with the provisions of Education Code Section and the provisions of Title 5, California Code of Regulations, Sections through 42659; therefore BE IT RESOLVED: The Associated Students Administrator is hereby authorized to execute an agreement and lease entitled "Agreement and Lease Between Trustees and Student Body Organization: Children's Center" between the Auxiliary Organization and the State of California, for purposes related to activities of the campus, or to activities or organizations of students or members of the faculty, or both; therefore I hereby certify that the above resolution was adopted by the Board of Directors of the Associated Students, California State University, Fullerton, Inc. at a regular meeting held on June 7, 1994, at Fullerton, California. f:\ccenter\cclease Associated Students California State University, Fullerton, Inc.