CONSTITUTION OF THE NORTHERN CALIFORNIA UNDERWATER PHOTOGRAPHIC SOCIETY

Founded: September 1, 1957 (Revised: 2004)

Article I: This association shall be called the Northern California Underwater Photographic Society.

Article II: This Society is formed exclusively for educational purposes related to underwater photography. The term “educational purposes” in this statement of purpose shall refer only to educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future tax code.

Article III: Membership

Section 1: Charter membership shall be established as of November 1, 1957.

Section 2: Individuals may apply for membership in the Society. Anyone may become a member who pays dues for the current calendar year and shows an interest in underwater photography.

Section 3: The members shall adopt, by a majority of those voting, bylaws to govern the activities of this organization and elect such officers and directors as may be established in the bylaws.

Article IV: The Board of Directors shall have the authority and responsibility to organize the activities and establish policies for the Northern California Underwater Photographic Society consistent with this Constitution.

Article V: Tax-Exempt Status

Section 1: This Society is organized exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of this Constitution, this Society shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Society, and the Society shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law, or (b) by an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law.

Section 2: No substantial part of the activities of this Society shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code of 1986, and this Society shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office except as provided in Section 501(h) of the Internal Revenue Code of 1986.

Section 3: All the Society’s property is irrevocably dedicated to the purposes set forth in Article II, above. No part of the net earnings of this Society shall inure to the benefit of any of its directors, trustees, officers, private shareholders or members, or to individuals.

Section 4: On the winding up and dissolution of this Society, after paying or adequately providing for the debts, obligations and liabilities of the Society, the remaining assets of this organization shall be distributed to such organization (or organizations) organized and operated exclusively for educational purposes, which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any further United States internal revenue law) and which has established its tax-exempt status under Section 23701d of the California Revenue and Taxation Code (or the corresponding section of any future California revenue and tax law.)

Section 5: The Society will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provision of any later federal tax laws.

Section 6: The Society will not engage in any acts of self-dealing, as defined in section 4941(d) of the Internal Revenue Code of 1986, or corresponding provision of any later federal tax laws.

Section 7: The Society will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provision of any later federal tax laws.

Section 8: The Society will not make any investment in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provision of any later federal tax laws.

Section 9: The Society will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any later federal tax laws.

CERTIFICATE OF ADOPTION OF CONSTITUTION

THIS IS TO CERTIFY:

That I am the duly-elected, qualified and acting Secretary of the Underwater Photographic Society, Northern California Chapter; and

That the foregoing Constitution (as amended) was submitted to, and adopted by, the board of directors of this organization on, by the votes of eligible to vote.

I certify under penalty of perjury under the laws of the State of California and of the United States that the foregoing is true and correct.

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Secretary