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CROWN JEWEL CLUBBylawsAmended February 2009I. NameThe name of this Corporation shall be The Crown Jewel Club, (“Corporation”).II. PurposeThe primary purpose for this Corporation is to provide programs tailored for youngwomen to help develop their social skills, self confidence, and guidance into adulthood.To accomplish these purposes, this Corporation may do any and all things necessary tocarry out the purposes specified hereinabove and may receive, hold and disburse gifts, bequests,devises and other funds; may own, maintain or lease suitable real estate and buildings, and anyother personal property; and may enter into, make, perform and carry out contracts of any kindfor any lawful purpose without limit as to amount.III. OfficesSection 1: Principal Office. The Corporation’s principal office shall be fixed and locatedat such place as the Board of Directors shall determine. The Board of Directors is granted fullpower and authority to change said principal office from one location to another.Section 2: Other Offices. Branch of subordinate offices may be established by the Boardof Directors at any place or places.

IV. Nonpartisan ActivitiesThis Corporation has been formed under the California Nonprofit Public BenefitCorporation Law for the public purposes described above, and it shall be nonprofit andnonpartisan. No substantial part of the activities of the Corporation shall consist of thepublication or dissemination of materials with the purpose of attempting to influence legislation,and the Corporation shall not participate or intervene in any political campaign on behalf of anycandidate for public office or for or against any cause of measure being submitted to the peoplefor a vote.The Corporation shall not, except in an insubstantial degree, engage in any activities orexercise any powers that are not in furtherance of the purposes described above.

CROWN JEWEL CLUBBylawsAmended February 2009V. Dedication of AssetsThe properties and assets of this Corporation are irrevocably dedicated to charitablepurposes. No part of the net earnings, properties, or assets of this Corporation, on dissolution orotherwise, shall inure to the benefit of any private person or individual, or any member orDirector of this Corporation. On liquidation or dissolution, all properties and assets andobligations shall be distributed and paid over to an organization dedicated to the same charitablepurposes of this Corporation, unless no such organization is then in existence, and then toanother charitable organization, provided that the organization continues to be dedicated to theexempt purposes as specified in Internal Revenue Code Par. 501(c) (3).VI.. MembershipThe Corporation shall have no members within the meaning of Section 5056 of theCalifornia Nonprofit Corporation Law, and all rights that would otherwise vest in such membersshall vest in the Board of Directors.VII. Board of DirectorsSection 1: Corporate Powers. Subject to the provisions of the California NonprofitCorporation Law and any limitations in the Articles of Incorporation and these Bylaws, thebusiness and affairs of the Corporation shall be managed, and all corporate powers shall beexercised, by or under the direction of the Board of Directors. The Board may delegate themanagement of the activities of the Corporation to any person or persons, management company,or committee however composed, provided that the activities and affairs of the Corporation shallbe managed and all corporate powers shall be exercised under the ultimate direction of theBoard.Without prejudice to these general powers, and subject to the same limitations, theDirectors shall have the power to:(a) Select and remove all officers, agents, and employees of the Corporation, prescribeany powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws, and fix their compensation.(b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to dobusiness in any other state, territory, dependency, or country and conduct businesswithin or outside the State of California; and designate any place within or outsidethe State of California for the holding of any members’ meeting or meetings,including annual meetings.

CROWN JEWEL CLUBBylawsAmended February 2009(c) Adopt, make, and use a corporate seal and alter the form of the seal and certificate.(d) Borrow money and incur indebtedness on behalf of the Corporation and cause to beexecuted and delivered for the Corporation’s purposes, in the corporate name,promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,hypothecations, and other evidences of debt and securities.(3) Purchase and maintain insurance on behalf of any agent of the Corporation againstany liability other than for violating provisions against self-dealing asserted againstor incurred by the agent in such capacity or arising out of the agent’s status as such,whether or not this Corporation would have the power to indemnify the agentagainst that liability.Section 2: Number and Qualification of Directors. The board of Directors shall consist of at least three (3) but no more than twenty (20) Directors unless changed by amendment to thesebylaws. The exact number of Directors shall be fixed, within those limits, by a resolutionadopted by the board of Directors. Each Director shall hold office for such term as is specifiedbelow and until his successor shall have been elected and qualified.Section 3: Election and Terms of Directors.New Directors shall be elected by a majority of Directors at the annual meeting, or at aspecial meeting called for the purpose of electing Directors, provided a quorum is present.Directors elected to the Board of Directors shall be subject to the following term limits andrestrictions. The term of a Director shall be for two (2) years. A Director may be re-elected forup to five (5) additional terms of two (2) years each. Each Director, including a Director electedto fill a vacancy, shall hold office until expiration of the term for which elected and until asuccessor has been elected and qualified.Section 4: Vacancies. A vacancy or vacancies in the Board of Directors shall be deemedto exist on the occurrence of the following: (i) the death, resignation, or removal of any Director;(ii) the declaration by resolution of the Board of Directors of a vacancy of the office of a Directorwho has been declared of unsound mind by an order of court or convicted of a felony or of cruelty to animals or has been found by final order or judgment of any court to have breached aduty under Section 5230, et seq., of the Nonprofit Corporation Law; (iii) the vote of a majority of Directors then in office. Provided, further, that no Director who was designated as such, ratherthan elected by the members, may be removed without the written consent of the person orpersons who designated such Director.