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D) To bring about the increased economic well being of residents, employees, and businesses <br />within the Downtown San Leandro Community and its surrounds. <br />E) To promote improvement within the Downtown San Leandro Community through activities <br />which contribute to the economic and neighborhood well-being of the Downtown San <br />Leandro Community. <br />F) Upon the dissolution or winding up of this corporation, its assets remaining after payment, <br />of all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, <br />foundation, or corporation which is organized and operated exclusively for charitable, <br />educational and/or religious purposes and which has established its tax-exempt status <br />under Internal Revenue Code section 501(c)(3). <br />ARTICLE 3 <br />MEMBERSHIP <br />SECTION 1. NO MEMBERS <br />A) This Corporation shall have no members, as that term is defined in section 5056 of the <br />California Nonprofit Corporation Law. Unless otherwise provided herein or in the California <br />Nonprofit Public Benefit Corporation Law, any action which would otherwise require <br />approval by a majority of all members shall require only approval of the Board of Directors. <br />All rights which would otherwise vest in the members shall vest in the board of directors. <br />Nothing in these Bylaws shall be construed as limiting the right of the Corporation to refer <br />to persons associated with it, who participate in any activities of the Corporation, as <br />"members" even though such persons are not members, as defined in section 5056 of the <br />California Corporations Code. Such persons shall be deemed to be associated persons with <br />respect to the corporation as that term is defined in section 5332 of the California <br />Nonprofit Public Benefit Corporation Law, and no such reference shall constitute anyone a <br />member of this Corporation. <br />ARTICLE 4 <br />ELECTION OF DIRECTORS <br />SECTION 1. NOMINATION AND ELECTION <br />A) Not less than forty five (45) days before the date set forth for the Annual meeting of the <br />Directors, the President shall request that the Board appoint at least three (3) members <br />as the Nominating Committee which shall include the President and at least two of the <br />Directors of the Corporation to solicit nominees for consideration and election as <br />Directors, and the names, so proposed, shall be presented to the Board of Directors at its <br />Annual meeting. <br />San Leandro Improvement Association Bylaws 2 October 2013 <br />