CHARITY

REGISTRATION FORM

MAIL TO:

Registry of Charitable
Trusts
P.O. Box 903447
Sacramento, CA 94203-4470
Telephone: (916) 445-2021
WEB SITE ADDRESS:
http://aa ,ca.oev/ch antics/

STATE OF CALIFORNIA
OFFICE OF THE ATTORNEY GENERAL
REGISTRY OF CHARITABLE TRUSTS
(Government Code Sections 12580-12599.5)

Federal Employer Identification Number:

Official name and mailing address of organization:

52-2404864

SUNSET CULTURAL CENTER INC

Name of Organization

PO BOX 1950

Corporate or Organization Number:

Address (Number and Street)

CARMEL CA 93921-1950

2554779

City or Town, State and ZIP Code

1.

Names and addresses of ALL trustees or directors and officers (attach a list if necessary):

ATTACHED
2.

Attach a statement fully describing the primary activity of the organization. (A copy of the material submitted
with the application for federal or state tax exemption will normally provide this information.)

3.

If the organization is based outside California, comment fully on the extent of activities in California and how
the California activities relate to total activities. In addition, list all funds, property, and other assets held or
expected to be held in California. Indicate whether you are monitored in your home state, and if so, by whom.

4.

A)
B)

If assets (funds, property, etc.) have been received, enter the date first received- SEE ATTACHMENT 4(a)
If assets (funds, property, etc.) have not been received, enter the date when receipt of assets is
expected:
Registration will be processed upon receipt of your first financial statement showing assets andlor
revenue.

5.

Annual accounting period adopted :

J UNE 30
Fiscal Year Ending
0

Calendar Year

6.

Attach your founding documents as follows:

A)

Corporations - Furnish a copy of the articles of incorporation and all amendments and current bylaws. If
incorporated outside California, enter the date the corporation qualified through the California Secretary
of State's Office to conduct activities in California
-

7)

B)

Associations - Furnish a copy of the instrument creating the organization (bylaws, constitution, andlor
articles of association).

C)

Trusts - Furnish a copy of the trust instrument or will and decree of final distribution.

Attach a copy of the Federal exemption determination letter, if available.

Signature

Title

TRFASURFR Date It

INN) 4'

Address PO Box 1950, Carmel CA 93921 - 1950

Organization's Telephone Number 831 - 620 - 2040

E-Mail Address

CT-1 CHARITY REGISTRATION FORM (312004)

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CHARITY REGISTRATION FORM [CT-1]

Sunset Cultural Center, Inc.
List of Attachments

1.
2.

List of Trustees
Statement of principal activities

Copy of IRS Form 990 for period ending 6-30-2004

4.
4 (a) Statement of funds received
6 (a) Copy of Articles of Incorporation
Copy of current bylaws
7.

Copy of federal exemption determination letter

CHARITY REGISTRATION FORM [CT-11

Sunset Cultural Center, Inc.
Attachment 1 - List of Trustees
James Price, Chair PO Box 958, Carmel CA 93921
Sarah Brown, Treasurer PO Box 3194, Carmel CA 93921
Karen Kadushin, Secretary 2924 Sloat Road, Pebble Beach CA 93953
Demi Briscoe 324 Country Club Drive, Carmel Valley CA 93924
Michael McMahan PO Box 221580, Carmel CA 93922
Fred O'Such PO Box 1826, Carmel CA 93921
James Sanders 26410 Carmelo Street, Carmel CA 93923
Perry Walker PO Box 1118, Carmel CA 93921

CHARITY REGISTRATION FORM [CT-1]

Sunset Cultural Center, Inc.
Attachment 2 Statement of Principal Activities
The Sunset Cultural Center, a California non-profit public benefit corporation, ("SCC") was
formed to operate and manage the Sunset Center, owned by the City of Carmel-by-the-Sea,
California, ("City") for the benefit of the city, its residents and visitors, and the users of the
center.
HISTORY
In 1931 the Carmel Unified School District constructed the Sunset School on a two-cityblock parcel of land in the City of Carmel-by-the-Sea. In addition to classrooms and
administrative offices, the campus included a 700 seat school auditorium. It was operated as a
school until 1964. From time to time, the school auditorium was used to present programs of
music, theater and dance by various organizations which leased the auditorium from the
school district. Over time, the use of the theater expanded, and Sunset became the home of
the Carmel Bach Festival, the Monterey Symphony Orchestra, and several other organizations
important to the culture of the California Central Coast.
In 1964 the complex was sold to the City of Carmel-by-the-Sea.. Most of the
classrooms were converted to meeting rooms which were used not only by the city but also by
various independent organizations which support city functions and by other community
groups. Prior to 1985, the city merely leased the theater to other presenters. In 1985 it began
a program called "Performance Carmel," where it actually produced programs, including hiring
the talent and handling the promotion and advertising.
The theater was designed as a school auditorium and had serious shortcomings as a
musical venue, principally in the area of acoustics. The complex also lacked dressing rooms
and rehearsal rooms, and the size of the stage was inadequate for many types of
performances. The facility also failed to meet current seismic safety standards and
requirements of the Americans with Disabilities Act. As a result of ten years of effort, the City
of Carmel-by-the-Sea, in conjunction with hundreds of private sector donors, raised 21.7
million dollars and commenced a major renovation of the facility on October 24, 2001. The
theater reopened in July of 2003. During the two year construction period, the various
presenters who had historically used the Sunset Center, were forced to find other venues for
their performances. All suffered substantial hardships as a result.
The current complex includes a 718 seat state of the art theater, complete with adequate
stage, rehearsal rooms, dressing rooms, and related facilities. In addition, there are nine
meeting rooms ranging in sizes, to accommodate 30 to 125 people. The theater reopened in
July of 2003, and has been much acclaimed by patrons and performers alike. Carmel is proud
of its cultural heritage, and the Sunset theater is at the heart of this tradition. In the year since
the theater has re-opened, Carmel residents and many others have enjoyed 58 evenings of
classical music performed in the Sunset Center. The center has been the venue of numerous
public meetings and the site of many of Carmel's most important community events.
During the planning for the renovation of the facility, the city also began a review of the
management of the theater complex. While the Sunset Center was operated as a department
of the city, the city's accounting procedures made it difficult to understand the full costs of
operating the theater. An analysis performed by the SCC indicates that the true cost of
1

operating the center exceeds the revenue being generated by approximately $800,000, or
approximately 80 percent of the total cost of operating the theater. During this period, the city
had frequently found that the requirements of municipal law and other political aspects made it
cumbersome to manage a performing arts venue, and frequently had difficulty making
decisions quickly enough to be competitive with other venues. In addition, no one group was
solely focused on theater operations, and the city council and city staff were frequently
confronted with more pressing problems in the areas of public safety and other city affairs.
In September of 2000 it commissioned a study, prepared by B-Squared Consulting of
San AnseImo, California, to review the operation and management of the theater. That study,
presented to the city council on August 8, 2002, reviewed three possible management
structures. The first is continued full operation of the theater as a city department; the second,
splitting off "Performance Carmel" to a non-profit entity and retaining the balance of operations
as a city department; and third, transferring both Performance Carmel and theater operations
to an independent non-profit entity. In addition the city formed two ad hoc committees, made
up of Carmel residents who volunteered for the committees. One committee was charged with
analyzing the financial affairs of the center and the other its management. The management
advisory group, chaired by Mr. Jim Price, made its report on March 25, 2003, recommending a
free-standing non-profit corporation operate the Sunset Cultural Center. After additional city
council meetings, the council, on May 6, 2003, authorized and directed the city administrator to
facilitate the formation of a non-profit and to commence negotiations for an operating
agreement, and further approved the hiring of an interim general manager, one of whose
duties would be to facilitate the transition to an independent non-profit organization. In August
of 2003, the mayor of the city contacted Mr. Jim Price, who had chaired the management
advisory committee, and requested that he recruit the initial directors and form an independent
non-profit corporation to operate the Sunset Center on the city's behalf.
MANAGEMENT AGREEMENT
In October of 2002, initial trustees had been selected and they began work on the
formation of the SCC. In addition to filing articles of incorporation, drafting by-laws, and other
basic startup activities, a sub-committee began work on developing a business plan for the
theater operations. The business plan was reviewed with anchor tenants and key historical
users in December of 2003, and presented to the Carmel City Council in January of 2004.
During the period between January and May of 2004, the city staff and members of the SCC,
each represented by counsel, negotiated a management agreement. That agreement was
accepted by the Carmel City Council on June 8, 2004. A copy of the agreement is attached,
marked Attachment 3.
Among the important provisions of the management agreement are the following:
Responsibility
for the entire Sunset Center is transferred to SCC on July 1, 2004, for an
1.
initial term of 3 years with additional options for future 3 year terms.
2. The city will continue to make up the shortfall between the full cost of operating the facility
and the revenue generated from both the Performance Carmel series and rental to
independent presenters.
3. Effective July 1 the current interim director of the center and selected members of the
current staff will become employees of SCC.
4. SCC is required to prepare and submit to the city quarterly and annual statements, and the
annual statements are to be audited by an independent CPA.
5. Each year the SCC is required to prepare and submit to the city a detailed budget for the
next 3 fiscal years.
2

6. The agreement sets detailed performance criteria and provides remedies in the event SCC
fails to meet such criteria, including early termination of the agreement.
7. The agreement provides an annual enabling grant, payable quarterly, in amounts set forth
in the contract. In addition the city is to provide an advance of working capital and certain
startup funds to cover the expenses of the formation of the SCC and other expenses incurred
in the transition.
ACTIVITIES OF THE SCC
The principal activities of the SCC include the following:
1. Recruiting and hiring an executive director and other staff to operate the theater.
2. Managing and overseeing the operation of the physical facilities of the Sunset Cultural
Center, including maintenance and repairs.
3. Expanding the paid use of the center through aggressive marketing and advertising.
4. Scheduling and booking users of the 718 seat theater, including establishing rental rates,
priorities for historical users, and providing technical support to the users.
5. Producing the Performance Carmel series, including hiring the talent and advertising and
otherwise promoting the performances.
6. Providing the theater, for up to 10 days a year, for use at no charge by the Carmel Unified
School District, and for up to 5 days by the City of Carmel-by-the-Sea.
7. Providing meeting rooms to the City of Carmel-by-the-Sea at no charge, and to other
community and cultural groups for a fee based on the SCC's out-of-pocket costs.
8. Managing the leasing of office space to the Bach Festival and Monterey Symphony and
others.
9. Developing a central box office for all user groups.
10. Developing a website for the center.

CHARITY REGISTRATION FORM [CT-1]

Sunset Cultural Center, Inc.
Attachment 4(a) Statement of Funds Received

At the formation of Sunset Cultural Center, Inc. in October of 2003, each of the then nine
incumbent trustees contributed $100 to the SCC to finance the incorporation.
The first significant assets received were a $105,000 start up grant and a $120,000 working
capital loan provided by the City of Carmel-by-the-Sea on June 15, 2004.

 AIMIL

2554179
ENDORSED - FILED
hitheofficecfltiestamwyomate
othestatefornia
ARTICLES OF INCORPORATION OF
SUNSET CULTURAL CENTER
A California Nonprofit Public Benefit Corporation
1.

OCT

6 2003

KEVIN SHELLEY
Secretary of State

NAME
The name of the corporation is SUNSET CULTURAL CENTER.

2.
PURPOSE
2.1 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
public and charitable purposes.
2.2 The mission of the Sunset Cultural Center is to operate and manage the Sunset
Center, owned by the City of Carmel-by-the-Sea, California, for the benefit of the city and the
region, their residents and visitors, and the users of the Center.
2.3 This corporation is organized exclusively for charitable purposes within the meaning
of Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United
States internal revenue law. Despite any other provision in these articles, the corporation shall not,
except to an insubstantial degree, engage in any activities or exercise any powers that do not
further the purposes of this corporation, and the corporation shall not carry on any other activities
not permitted to be carried on by (a) a corporation exempt from federal income tax under Internal
Revenue Code section 501(c)(3) or the corresponding provision of any future United States
internal revenue law, or (b) a corporation, contributions to which are deductible under Internal
Revenue Code section 170(c)(2) or the corresponding provision of any future United States
internal revenue law.
3 AGENT FOR SERVICE OF PROCESS
The name and California address of the corporation's initial agent for service of process
are Michael L. McMahan, 100 Clock Tower Place - Suite 110, Carmel, California 93923.
4. TAX-EXEMPT STATUS
4.1 No substantial part of the activities of this corporation shall consist of lobbying or
propaganda, or otherwise attempting to influence legislation; this corporation shall not participate
or intervene in (including publishing or distributing statements) any political campaign on behalf
of any candidate for public Office.
4.2 All corporate property is irrevocably dedicated to the purposes set forth in Article 2. No
part of the net earnings of this corporation shall ever inure to the benefit of any of its directors,
trustees, officers, members, or to any individuals.
4.3 On the winding up and dissolution of this corporation, after paying or adequately
providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this
corporation shall be distributed to such organization (or organizations) organized and operated
exclusively for scientific or educational purposes which has established its tax-exempt status
under Internal Revenue Code section 501(c)(3) (or corresponding provisions of any future federal
internal revenue law).
Dated: September 30, 2003
H. Price, Incorporator

BYLAWS OF THE
SUNSET CULTURAL CENTER
A California Nonprofit Public Benefit Corporation
INTRODUCTION
Name
The name of this corporation is Sunset Cultural Center.
Purpose
1.02
The purpose of this corporation is to operate and manage the Sunset Cultural Center, owned by .
the City of Carmel-by-the-Sea, California, for the benefit of the city and the region, their residents and
visitors, and the users of the Center.
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 public and
charitable purposes.
This corporation is organized exclusively for charitable purposes within the meaning of Internal
Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal
revenue law. Despite any other provision in these articles, the corporation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of
this corporation, and the corporation shall not carry on any other activities not permitted to be carried on
by (a) a corporation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or
the corresponding provision of any future United States internal revenue law, or (b) a corporation,
contributions to which are deductible under Internal Revenue Code section 170(c)(2) or the
corresponding provision of any future United States internal revenue law.
Dedication of Assets
1.03
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 trustee 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).
Construction And Definitions
1.04
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 term "person"
includes both a legal entity and a natural person.
1.05
Offices
The principal office for the transaction of the activities and affairs of this corporation is located at
the Sunset Center, Carniel-by-the-Sea, in Monterey County, California. The board of trustees may
change the location of the principal office. Any such change of location must be noted by the secretary
on these bylaws opposite this Section; alternatively, this Section may be amended to state the new
location.
The board may at any time establish branch or subordinate offices at any place or places where
this corporation is qualified to conduct its activities.
1.
1.01

2.

MEMBERS
This corporation shall have no members. Any action for which there is no specific provision in
the Nonprofit Public Benefit Corporation Law applicable to a corporation which has no members and
which would otherwise require approval by a majority of all members or approval by the members shall
require only approval of the Board of Trustees (hereinafter the "Board"). All rights which would otherwise
vest in members shall vest in the Board.
-1-

BOARD OF TRUSTEES
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation
Law and any other applicable laws, the corporation's activities and affairs shall be managed, and all
corporate powers shall be exercised, by or under the direction of the board.
Specific Powers
3.01
Without prejudice to the general powers set forth in the preceding paragraph, but subject to the
same limitations, the board shall have the power to:
(a) Appoint and remove, at the pleasure of the board, all corporate officers, agents, and
employees; prescribe powers and duties for them as are consistent with the law, the articles of
incorporation, and these bylaws; fix their compensation; and require from them security for faithful
service.
(b) Change the principal office or the principal business office in California from one location to
another; and designate a place in California for holding any meeting.
(c) Borrow money and incur indebtedness on the corporation's behalf and cause to be executed
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.
(d) Amend these bylaws.
3.02 Number of Trustees and Terms of Office
The authorized number of trustees shall be nine unless changed by amendment to these bylaws.
The terms of office for elected trustees shall be three years or until their successors are elected.
Trustees shall be allocated to three groups, designated A, B and C, and each group shall consist of four
trustees. One group shall be elected at each annual meeting of the Board of Trustees. Trustees shall
not serve more than two full terms consecutively, without an intervening period of one year. One third of
the trustees serving on the board shall be residents of the City of Carmel-by-the-Sea, and an additional
one third shall be residents of Monterey County.
Restriction on Interested Persons as Trustees
3.03
No more than 49 percent of the persons serving on the board may be "interested persons." An
interested person is (a) any person compensated by the corporation for services rendered to it within the
previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a trustee as trustee; and (b) any brother, sister, ancestor,
descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-inlaw of such person. However, any violation of this paragraph shall not affect the validity or enforceability
of transactions entered into by the corporation.
3.04 Nominations by Committee
The chairman of the board or, if none, the secretary shall appoint a committee to nominate
qualified candidates for election to the board at least 60 days before the date of any election of trustees.
The nominating committee shall make its report at least 30 days before the date of the election, or at
such other time as the board may set, and the secretary shall forward to each member of the board, with
the notice of meeting required by these bylaws, a list of all candidates nominated by committee.
3.05 Events Causing Vacancies on Board
A vacancy or vacancies on the board of trustees shall occur in the event of (a) the death or
resignation of any trustee; (b) the declaration by resolution of the board of a vacancy in the office of a
trustee who has been convicted of a felony, declared of unsound mind by a court order, or found by final
order or judgment of any court to have breached a duty under California Nonprofit Public Benefit
Corporation Law, Chapter 2, Article 3; (c) the vote of two-thirds of the board to remove a trustee; or (d)
the increase of the authorized number of trustees.
Resignation of Trustees
3.06
Except as provided below, any trustee may resign by giving written notice to the chairman of the
board or the secretary of the board. The resignation shall be effective when the notice is given unless it
specifies a later time for the resignation to become effective. If a trustee's resignation is effective at a
later time, the board may elect a successor to take office as of the date when the resignation becomes
effective.
Except on notice to the California Attorney General, no trustee may resign if the corporation
would be left without a duly elected trustee or trustees.
3.

-2-

Vacancies Filled by Board

Vacancies on the board may be filled by approval of the board or, if the number of trustees then
in office is less than a quorum, by (1) the unanimous written consent of the trustees then in office, (2) the
affirmative vote of a majority of the trustees then in office at a meeting held according to notice or
waivers of notice complying with Corporations Code section 5211, or (3) a sole remaining trustee.
3.08 No Vacancy on Reduction of Number of Trustees
Any reduction of the authorized number of trustees shall not result in any trustee's being
removed before his or her term of office expires.
3.09 Place of Board Meetings
Meetings of the board shall be held at any place within 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.
3.10 Meetings by Telephone or Other Telecommunications Equipment
Any board meeting may be held by conference telephone, video screen communication, or other
communications equipment. Participation in a meeting under this Section shall constitute presence in
person at the meeting if all of the following apply:
(a) Each member participating in the meeting can communicate concurrently with all other
members.
(b) Each member is provided the means of participating in all matters before the board, including
the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
(c) The board has adopted and implemented a means of verifying both of the following: (1) A
person participating in the meeting is a trustee or other person entitled to participate in the board
meeting; and (2) All actions of or votes by the board are taken or cast only by the trustees and not by
persons who are not trustees.
Annual And Other Meetings
3.11
An annual meeting of the board of trustees shall be held on the first Monday of October of each
year, unless the board fixes another date or time and so notifies the members of the board as provided in
section 3.13 of these bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held on
the next full business day. At the meeting, officers shall be elected and other proper business may be
transacted. Notice of this meeting is not required.
Authority to Call Special Meetings
3.12
Special meetings of the board for any purpose may be called at any time by the chairman of the
board, the vice chairman, the secretary, or any two trustees.
Notice of Meetings
3.13
Notice of the time and place of special meetings shall be given to each trustee by (a) personal
delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging
system or other system or technology designed to record and communicate messages, either directly to
the trustee or to a person at the trustee's office who would reasonably be expected to communicate that
notice promptly to the trustee; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such
notices shall be given or sent to the trustee's address or telephone number as shown on the corporation's
records.
Notices sent by first-class mail shall be deposited in the United States mails at least four days
before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail
shall be delivered, telephoned, or sent, 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
corporation's principal office. The notice need not specify the purpose of the meeting.
3.14 Quorum
A majority of the authorized number of trustees shall constitute a quorum for the transaction of
any business except adjournment. Every action taken or decision made by a majority of the trustees
present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the
more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without
limitation, those provisions relating to (a) approval of contracts or transactions in which a trustee has a
direct or indirect material financial interest, (b) approval of certain transactions between corporations
having common trusteeships, (c) creation of and appointments to committees of the board, and (d)
indemnification of trustees. A meeting at which a quorum is initially present may continue to transact
3.07

-3-

business, despite the withdrawal of some trustees, if any action taken or decision made is approved by at
least a majority of the required quorum for that meeting.
3.15 Waiver of Notice
Notice of a meeting need not be given to any trustee who, either before or after the meeting,
signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of
the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such
waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes
of the meetings. Notice of a meeting need not be given to any trustee who attends the meeting and who,
before or at the beginning of the meeting, does not protest the lack of notice to him or her.
3.16 Adjournment
A majority of the trustees present, whether or not a quorum is present, may adjourn any meeting
to another time and place.
Notice of Adjourned Meeting
3.17
Notice of the time and place of holding an adjourned meeting need not be given unless the
original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than
24 hours, notice of any adjournment to another time and place shall be given, before the time of the
adjourned meeting, to the trustees who were not present at the time of the adjournment.
Action Without a Meeting
3.18
Any action that the board is required or permitted to take may be taken without a meeting if all
board members consent in writing to the action; provided, however, that the consent of any trustee who
has a material financial interest in a transaction to which the corporation is a party and who is an
"interested trustee" as defined in Corporations Code section 5233 shall not be required for approval of
that transaction. Such action by written consent shall have the same force and effect as any other validly
approved action of the board. All such consents shall be filed with the minutes of the proceedings of the
board.
3.19 Compensation And Reimbursement
Trustees shall serve without compensation, except that they shall be allowed reasonable
advancement or reimbursement of expenses incurred in performance of their regular duties. Trustees
may not be compensated for rendering services to the corporation in any capacity other than trustee
unless such other compensation is reasonable and is allowable under the provisions of section 3.03.
3.20 Creation And Powers of Committees of The Board of Trustees
The board, by resolution adopted by a majority of the trustees then in office, may create one or
more committees, each consisting of two or more trustees and no one who is not a trustee, to serve at
the pleasure of the board. Appointments to committees of the board shall be by majority vote of the
trustees then in office. The board may appoint one or more trustees as alternate members of any such
committee, who may replace any absent member at any meeting. Any such committee shall have all the
authority of the board, to the extent provided in the board resolution, except that no committee may:
(a) Fill vacancies on the board or any committee of the board;
(b) Fix compensation of the trustees for serving on the board or on any committee;
(c) Amend or repeal bylaws or adopt new bylaws;
(d) Amend or repeal any resolution of the board that by its express terms is not so amendable or
repealable;
(e) Create any other committees of the board or appoint the members of committees of the
board;
(f) Expend corporate funds to support a nominee for trustee if more people have been nominated
for trustee than can be elected; or
(g) Approve any contract or transaction to which the corporation is a party and in which one or
more of its trustees has a material financial interest, except as special approval is provided for in
Corporations Code section 5233(d)(3).
Meetings And Action of Committees of The Board of Trustees
3.21
Meetings and actions of committees of the board shall be governed by, held, and taken under
the provisions of these bylaws concerning meetings and other board actions, except that the time for
general meetings of such committees and the calling of special meetings of such committees may be set
either by board resolution or, if none, by resolution of the committee. Minutes of each meeting shall be
kept and shall be filed with the corporate records. The board may adopt rules for the governance of any
-4-

committee as long as the rules are consistent with these bylaws. If the board has not adopted rules, the
committee may do so.
OFFICERS
The officers of this corporation shall be a president, a chairman of the board, a vice chair, a
secretary, and a treasurer. The corporation, at the board's discretion, may also have more than one vice
chairmen, one or more assistant secretaries, one or more assistant treasurers, and such other officers as
they may decide.
Any number of offices may be held by the same person, except that neither the secretary nor the
treasurer may serve concurrently as either the president or the chairman of the board.
Election of Officers
4.01
The officers of this corporation shall be chosen annually by the board and shall serve at the
pleasure of the board.
4.02 Removal of Officers
The board may remove any officer with or without cause. An officer who was not chosen by the
board may be removed by any other officer on whom the board confers the power of removal.
Resignation of Officers
4.03
Any officer may resign at any time by giving written notice to the board. The resignation shall
take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise
specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be
without prejudice to any rights of the corporation under any contract to which the officer is a party.
4.04 Vacancies in Office
A vacancy in any office because of death, resignation, removal, disqualification, or any other
cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office,
provided, however, that vacancies need not be filled on an annual basis.
4.05 Chairman of The Board
The chairman of the board of trustees shall preside at board meetings and shall exercise and
perform such other powers and duties as the board may assign from time to time. If there is no president,
the chairman of the board shall also be the chief executive officer and shall have the powers and duties
of the president of the corporation set forth in these bylaws.
President
4.06
Subject to such supervisory powers as the board may give to the chairman of the board, if any,
and subject to the control of the board, 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
have such other powers and duties as the board or the bylaws may require.
4.07 Vice Chairman
If the chairman of the board is absent or disabled, the vice chairmen if any, in order of their rank
as fixed by the board, or, if not ranked, a vice chairman designated by the board, shall perform all duties
of the chairman. When so acting, a vice chairman shall have all powers of and be subject to all
restrictions on the chairman. The vice chairmen shall have such other powers and perform such other
duties as the board or the bylaws may require.
Secretary
4.08
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,
of committees of the board. The minutes of meetings shall include the time and place that the meeting
was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice
given; and the names of persons present at board and committee meetings.
The secretary shall keep or cause to be kept, at the principal California office, a copy of the
articles of incorporation and bylaws, as amended to date.
The secretary shall give, or cause to be given, notice of all meetings of the board and of
committees of the board that these bylaws require to be given. The secretary shall keep the corporate
seal, if any, in safe custody and shall have such other powers and perform such other duties as the board
or the bylaws may require.
Treasurer
4.09
The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct
4.

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books and accounts of the corporation's properties and transactions. The treasurer shall send or cause to
be given to the trusteesisuch financial statements and reports as are required to be given by law, by
these bylaws, or by the board. The books of account shall be open to inspection by any trustee at all
reasonable times.
The treasurer shall (i) 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; (ii) disburse
the corporation's funds as the board may order; (Hi) render to the president, chairman of the board, if
any, and the board, when requested, an account of all transactions as treasurer and of the financial
condition of the corporation; and (iv) have such other powers and perform such other duties as the board
or the bylaws may require.
GENERAL PROVISIONS
Contracts With Trustees And Officers
No trustee of this corporation nor any other corporation, firm, association, or other entity in which
one or more of this corporation's trustees have a material financial interest, shall be interested, directly or
indirectly, in any contract or transaction, unless (a) the material facts regarding that trustee's financial
interest in such contract or transaction or regarding such common trusteeship, officership, or financial
interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the
board prior to the board's consideration of such contract or transaction; (b) such contract or transaction is
authorized in good faith by a majority of the board by a vote sufficient for that purpose without counting
the votes of the interested trustees; (c) before authorizing or approving the transaction, the board
considers and in good faith decides after reasonable investigation that the corporation could not obtain a
more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation
for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time
the transaction is entered into.
This Section does not apply to a transaction that is part of an educational or charitable program
of this corporation if it (a) is approved or authorized by the corporation in good faith and without
unjustified favoritism and (b) results in a benefit to one or more trustees or their families because they
are in the class of persons intended to be benefitted by the educational or charitable program of this
corporation.
This Section does not apply to a transaction that is part of a public, charitable, or religious
program of this corporation if it (a) is approved or authorized by the corporation in good faith and without
unjustified favoritism and (b) results in a benefit to one or more trustees or their families because they
are in the class of persons intended to be benefitted by the public, charitable, or religious program of this
corporation.
Loans to Trustees and Officers
5.02
This corporation shall not lend any money or property to or guarantee the obligation of any
trustee or officer without the approval of the,California Attorney General; provided, however, that the
corporation may advance money to a trustee or officer of the corporation for expenses reasonably
anticipated to be incurred in the performance of his or her duties if that trustee or officer would be
entitled to reimbursement for such expenses by the corporation.
Indemnification
5.03
To the fullest extent permitted by law, this corporation shall indemnify its trustees, officers,
employees, and other persons described in Corporations Code section 5238(a), including persons
formerly occupying any such positions, 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 that section of the CorOrations Code.
On written request to the board by any person seeking indemnification under Corporations Code
section 5238(b) or section 5238(c), the board shall promptly decide under Corporations Code section
5238(e) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or
section 5238(c) has been met and, if so, the board shall authorize indemnification.
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 this section of these
5.
5.01

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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 found that the person is entitled to be
indemnified by the corporation for those expenses.
Insurance
5.04
This corporation shall have the right, and shall use its best efforts, to purchase and maintain
insurance to the full extent permitted by law on behalf of its officers, trustees, employees, and other
agents, to cover any liability asserted against or incurred by any officer, trustee, employee, or agent in
such capacity or arising from the officer's, trustee's, employee's, or agent's status as such.
5.05 Maintenance of Corporate Records
This corporation shall keep:
(a)Adequate and correct books and records of account; and
(b) Written minutes of the proceedings of its board and committees of the board.
Trustees' Right to Inspect
5.06
Every trustee shall have the absolute right at any reasonable time to inspect the corporation's
books, records, documents of every kind, physical properties, and the records of each subsidiary. The
inspection may be made in person or by the trustee's agent or attorney. The right of inspection includes
the right to copy and make extracts of documents.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of the Sunset Cultural Center, a
California nonprofit public benefit corporation; that these bylaws, consisting of nine pages, are the bylaws
of this corporation as adopted by the board of trustees on June , 2004; and that these bylaws have not
been amended or modified since that date.
Executed on June , 2004, at Carmel-by-the-Sea, California.

Karen D. Kadushin, Secretary

INTERNAL REVENUE SERVICE

P. 0. BOX 2508
CINCINNATI, OH 45201

Date:

SEP 21 2004

SUNSET CULTURAL CENTER

PO BOX 1950
CARMEL, CA

SEP 2 4 2004
B

DEPARTMENT OF THE TREASURY

Employer Identification Number:

52-2404864
DLN:
17053216011034
Contact Person:

FAYE NG
ID# 31290
Contact Telephone Number:
(877) 829-6500
Accounting Period Ending:
JUNE 30
Public Charity Status:
170(b)(1)(A)(vi)
Form 990 Required:
YES
Effective Date of Exemption:
/
OCTOBER 6, 2003
Contribution Deductibility:
YES

Dear Applicant:
We are pleased to inform you that upon review of your application for tax
exempt status we have determined that you are exempt from Federal income tax
under section 601(c)(3) of the Internal Revenue Code. Contributions to you are
deductible under section 170 of the Code. You are also qualified to receive
tax deductible bequests, devises, transfers or gifts under section 2055, 2106
or 2522 of the Code. Because this letter could help resolve any questions
regarding your exempt status, you should keep it in your permanent records.
Organizations exempt under section 501(c) (3) of the Code are further classified
as either public charities or private foundations. We determined that you are
a public charity under the Code section(s) listed in the heading of this
letter.
Please see enclosed Information for"Exempt Organizations Under Section
501(c) (3) for some helpful information about your responsibilities as an exempt
organization.
Sincerely,

Lois G. Lerner
Director, Exempt Organizations
Rulings and Agreements
Enclosures: Information for Organizations Exempt Under Section 501(c)(3)

Letter 947 (DO/CG)