1. The name of this Corporation is the MODESTO STANISLAUS WATER POLO, Inc. a California Nonprofit Corporation.

2.1. The principal executive office of the Corporation is located at 2352 Roseborough Court, Turlock, California.

2.2. The Corporation may also have offices at such other places, within or without the state of California, where the Corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the Corporation may require.

3.1. Subject to the provisions and limitations of the California Nonprofit Corporation law, and any other applicable laws, and subject to any limitations of the Articles of Incorporation, the purposes of this Corporation are to promote the sport of water polo through programs to develop individual skills of athletes for all age and skill levels, for all sexes, for handicapped individuals and for minorities.

4.1. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular and the terms "person" includes both a legal entity and a natural person.

5.1. This Corporation’s assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any Director or Officer of the Corporation. On.liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or Corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).

6.1. The Corporation shall have no voting members within the meaning of the Nonprofit Corporation Law. The Corporation’s Board of Directors may, in its discretion, admit individuals to one or more classes of nonvoting members; the class or classes shall have such rights and obligations as the Board deems appropriate.

7.1. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation law, and any other applicable laws, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

7.2. The Board of Directors shall consist of four Board members until changed by amendment to these Bylaws.

7.3. The Board of Directors of this Corporation shall be: Brent Bohlender, Julie Wolf-Bohlender, The Officers of this Corporation shall be:

The appointment, nomination, filling of vacancies, and term of office of the Officers and Directors of this Corporation shall be by unanimous approval of the Board.

7.4. 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 preside at all Board meetings. The President shall have such other powers and duties as the Board or Bylaws may prescribe.

Vice President

7.5. In the absence or disability of the President, the vice President shall perform all duties of the President. When so acting, a Vice President shall have all powers of and be subject to all restrictions on the President. The vice President shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

7.6. The Secretary shall keep or cause to be kept, at the Corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, and of committees of the Board. The minutes of meetings shall include the time and place of holding, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, the names of those present at Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the articles of incorporation and Bylaws, as amended to date. The Secretary shall also keep or cause to be kept, at the Corporation’s principal office or at a place determined by Board resolution. The secretary shall give, or cause to be given, notice of all meetings of the Board, and of committees of the Board required by these Bylaws to be given. The such other duties as the Board or the Bylaws may prescribe.

7.7. 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 or Director at all reasonable times. The Treasurer shall 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. No disbursements shall be made without the approval of the Board, which approval shall be reflected in an authorization for disbursement of funds signed by the President or Vice President of the Corporation. All checks issued shall be signed by at least two Officers of the Corporation. The Treasurer shall render to the Board, when requested, an account of all transactions of the Corporation and the financial condition of the Corporation, and shall have such other powers and perform such other duties Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money, and the property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office.

7.8. Meetings of the Board shall be held at any place within or outside of California that has been designated by resolution of the Board or in the notice of the meeting, or, if not so designated, at the principal office of the Corporation. Any meeting may be held by conference telephone or similar communication equipment, as long as all Directors participating in the meeting can hear one another. All such Directors shall be deemed to be present in person at such meeting.

7.9. The annual meeting of this Corporation shall be held in January of each year. Written notification of this meeting shall be provided to all Board members.

7.10. The Board of Directors shall meet on a periodic basis. Written notification of this meeting shall be provided to all Board members.

7.11. Special meetings of the Board for any lawful purpose may be called at any time by the any Officer of the Corporation.

7.12. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: a) by personal delivery of written notice; (b) by first class mail, postage prepaid; (c) by telephone, either 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; or (d) by telegram, charges on the records of the Corporation. Notices sent by first class mail shall be deposited in the U.S. mail at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned or given to the telegraph company 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 principal office of the Corporation. It need not specify the purpose of the meeting.

7.13. Notice of any meeting need not be given to any Director who signs a waiver of notice, or a consent to holding the meeting or an approval of the minutes thereof, 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 such Director. Any waiver of notice need not specify the purpose of the meeting. of the minutes of the meeting to which they pertain.

Transactions of Board

7.15. Every act or decision done or made by a majority of the Board present at a meeting duly held at which a quorum is present is the act of the Board, subject to the more stringent provisions of the California Nonprofit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions between the Corporation and one or more Directors or between the appointment to committees of the Board and (c) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

7.16. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, however, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

7.17. At every meeting of the Board, the President of the Corporation or, in his or her absence, the Vice President or, in his or her absence, a chairman chosen by a majority of the Directors present, shall preside. The Secretary of the Corporation shall act as Secretary of the Board. In the event the Secretary shall be absent from any meeting, the President may appoint any person to act as Secretary of the meeting.

7.18. Meetings shall be governed by the Bylaws of this organization and the Revised Robert’s Rules of Order shall be the recognized authority to govern parliamentary procedure in the conduct of meetings if not otherwise provided by these Bylaws.

telephone or similar communications equipment, whenever such participation is authorized by resolution adopted by the Board, so long as all members participating in such meeting can hear one another.

7.20. 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 such action. Such written consent or consents must be filed with the minutes of the proceedings of the Board. Action by written consent has the same force and effect as a unanimous vote of the Directors.

Duties of Directors

7.21. Each Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

7.22. Directors shall not receive such compensation for their services as a Director, except for reimbursement for their expenses as shall be determined from time to time by resolution of the Board.

7.23. 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 two or more Directors and no persons who are not Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board except that no committee, may take any final action on any matter without express Board approval.

7.24. Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with, the provisions of these Bylaws concerning meetings and other Board actions except that the time for regular meetings of such committees and calling of special meetings of such committees may be determined either by Board resolution, or if there is none, by resolution of the committee. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee that are consistent with these Bylaws or, in the absence of any committee that are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.

8.1. To the fullest extent permitted by law, this Corporation shall indemnify it Directors, Officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, 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 an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. "Expenses," as used in this bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code.

8.2. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under 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 determined that the person is entitled to be indemnified by the Corporation for those expenses.

8.3. The Corporation may purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents, against any liability asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out the Officer’s, Director’s, employee’s, or agent’s status as such.

9.1. The Corporation shall keep adequate and correct books and records of account; and written minutes of the proceedings of its Board and committees of the Board.

balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or, if there is no such report, by the certificate of an authorized Officer of the Corporation that they were prepared without audit from the books and records of the Corporation. This Section shall not apply if the Corporation receives less than $10,000 in gross revenues or receipts during the fiscal year.

10.1. These Bylaws may be adopted, amended, or repealed by unanimous approval of the Board of Directors.