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"To support research, education and conservation at MLML"

BYLAWS

OF

FRIENDS OF MOSS LANDING MARINE LABORATORIES, INC.,

a California non-profit public benefit corporation

(January 13, 2005)

The following sets forth the Bylaws of FRIENDS OF MOSS LANDING MARINE LABORATORIES, INC., a California non-profit public benefit corporation.

ARTICLE I. NAME

Section 1.01. Name. The name of this corporation is "FRIENDS OF MOSS LANDING MARINE LABORATORIES, INC.", a California nonprofit public benefit corporation.

Section 1.02. Name for Reference Purposes Herein. For purposes of reference herein, this corporation is referred to herein as the "Friends" or as the "Corporation."

ARTICLE II. OFFICES

Section 2.01. Principal Office. The Corporation's principal office is fixed and located at 8272 Moss Landing Rd, Moss Landing, California 95039. The Board of Directors is granted full power and authority to change said principal office from one location to another. If there is any such change, this section may be amended to state the new location.

Section 2.02. Other Offices. Branch or subordinate offices may be established at any time by the Board of Directors at any place or places.

ARTICLE III. PURPOSE

Section 3.01. Purpose. The Friends of the Moss Landing Marine Laboratories believe that scientific knowledge is essential to the preservation of the world's ocean and coastal environments. The faculty of MLML consists of internationally recognized experts in these areas. The Friends seek to serve as a liaison between MLML and the community-at-large, to support the research, education, and conservation work of the laboratories, fostering such support through public education programs, events, fundraising activity and an active alumni association.

ARTICLE IV. MEMBERSHIP

Section 4.01. Members. The 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 Directors (hereinafter the "Board"). All rights which would otherwise vest in members shall vest in the Board.

Section 4.02. Associates. Nothing in this Article IV shall be construed as limiting the right of the corporation to refer to persons associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Nonprofit Public Benefit Corporation Law. The corporation may confer by amendment of its Articles or by these Bylaws, some or all of the rights of a member, as set forth in the California Nonprofit Public Benefit Corporation law, upon any person or persons who do not have the right to vote, (i) on the election of the Trustees, or, (ii) on a disposition of substantially all of the assets of the corporation, or, (iii) on a merger or on a dissolution, or, (iv) on changes to the corporation's Articles or Bylaws, or, (v) on the selection of delegates who possess any of the preceding voting rights, but no such person shall be a member within the meaning of said Section 5056.

Section 4.03. Membership Privileges. Subject to the overriding provisions of Section 4.01 and 4.02 of this Article IV, the Board shall establish categories of membership association with the Friends that are in conformance with Sections 4.01 and 4.02 of this Article IV, and that are provided benefits and privileges in return for supporting or participating in the operations of the corporation as follows:

(a) Such membership shall extend to all interested parties, both organizations and individuals, who support the principles and objectives of the Friends.

(b) Categories of such membership shall be as determined from time to time by the Board in its discretion.

(c) Such membership shall be subject to annual dues payable to the Friends by such membership in such amounts, and at such times, as shall be determined by resolution of the Board in its discretion, otherwise such membership shall be non-assessable. At the discretion of the Board, organizations may substitute "In-kind" payments of goods and services for all or a portion of annual dues.

_ The benefits and privileges to be provided such membership shall be as determined by resolution of the Board in its discretion, but shall as a minimum include:

(a) Provisions for members to participate in the various standing committees of the Friends and in special assignments and projects as approved by the Board; the Board shall encourage member participation.

(b) Eligibility for:

(1) A subscription to the newsletter of the Friends.

(2) Attendance at members-only events sponsored by the Friends, and preferential treatment at events with restricted attendance.

(3) Notification of events of like organizations for which attendance is made available to the Friends.

The Board shall encourage the supporting members to advise the Board on matters relevant to the operations of the Friends, including suggestions for candidates for Officers and Directors, programs, operations of the Friends and/or other matters as solicited by the Board in its discretion.

Section 4.04. Advisory Council

The board of Directors shall, at its discretion, appoint to an Advisory Council members of the community who will support the mission and operation of the Friends. The Director of Moss Landing Marine Laboratories and the president of the MLML student body will be ex-officio members of the advisory council. Other members of the Advisory Council may include legal and fiscal advisors as well as members of the community that can contribute to the mission and operation of the Friends. Members of the Advisory council will receive special recognition in the correspondence and publications of the Friends as well as the usual benefits of membership. In addition, members of the Advisory Council will receive notification regarding all meetings of the Board of Directors and will be invited to attend all such meetings as non-voting participants.

ARTICLE V. BOARD OF DIRECTORS

Section 5.01. Powers. Subject to limitations of the Articles and these Bylaws, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the activities of the Corporation to any person or persons or committees, however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers in addition to the other powers enumerated in these Bylaws:

(a) To establish the mission and objectives of the Friends;

(b) To set policy guidelines for the organization and operation of the Friends;

(c) To appoint or remove the President and other officers of the Corporation in accordance with these Bylaws; the power to appoint or remove such other officers, agents or employees, may, in the discretion of the Board of Directors, be delegated to the President;

(d) To prescribe powers and duties for the officers, agents, and employees of the Corporation as may not be inconsistent with law, the Articles, or these Bylaws, fix their compensation, and require from them security for faithful service; the power to so prescribe for officers, agents and employees (other than that of the President) powers and duties, fix compensation or require security for faithful service, may, in the discretion of the Board of Directors, be delegated to the President;

(e) To approve the budget of the Friends which shall be submitted to it by the President after consultation jointly with the Finance and Executive Committees;

(f) To approve, upon recommendation of the President, the governance policies of the Friends;

(g) To initiate and promote major fund raising efforts of the Friends;

(h) To authorize officers or agents of the Friends to accept gifts for the Friends;

(i) To manage and control the affairs and activities of the Corporation and to make such rules and regulations therefor not inconsistent with law, the Articles, or these Bylaws, as the Board may deem best;

(j) To adopt, make, and use a corporate seal and to alter the form of such seal from time to time as the Board may deem best;

(k) To delegate, at the Board of Directors' discretion, a level of expenditure authority to be exercised by the President or other officers of the Friends.

(l) To adopt standards for the election of new Members of the Board and to elect qualified Board members from among nominees presented.

Section 5.02. Selection of Directors and Terms of Office.

(a) Board Elected by Board of Directors. The Board of Directors shall elect from its own then-existing membership no more than thirty-five and no less than seven members who shall constitute the Corporation's Board of Directors. Except as provided in the last sentence of this paragraph, each member of the Board of Directors elected by the Board of Directors shall serve for a term of three years and until such Director's successor shall have been duly elected and qualified. Directors may be re-elected to office for a second and third term, and may, following a period of at least one year while not serving as a Director, again serve on the Board of Directors.

The Chair of the Board of Directors shall preside at all meetings of the Board of Directors and shall perform such other duties and have such powers as may be provided for elsewhere in these Bylaws or by the Board of Directors. The Secretary in the absence of the Chair of the Board of Directors, shall exercise all of the powers and perform all of the duties of the Chair of the Board of Directors. In the absence of the Chair and the Secretary of the Board of Directors at any meeting of the Board of Directors, a temporary Chair shall be selected by the voting Directors present and shall act for the purpose of the meeting as the Chair of the Board of Directors.

The Secretary of the Friends shall record the minutes of all meetings of the Board of Directors. In the absence of the Secretary, the Chair shall designate a member of the Board of Directors or an officer of the Corporation to record the minutes of meetings of the Board of Directors.

(b) Nomination of Directors. At an annual meeting of the Board of Directors, a slate of Directors shall be placed in nomination by the Committee of Directors except that at the first meeting on October 12, 1994, such nomination shall be made by the then-existing Committee. The Chair of the Board of Directors shall also ask for nominations, if any, of others to serve as members of Board of Directors from the floor of the Board of Directors.

Section 5.03. Vacancies. Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any Director may resign by giving notice as provided for in paragraph 11.08 of these Bylaws.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the authorized number of Directors is increased.

The Board of Directors shall declare vacant the office of a Director (i.e., remove a Director) who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order of judgment of any court to have breached any duty arising under Article 3 of the California Nonprofit Public Benefit Corporation Law or who without reason deemed extenuating by the Committee and Directors fails to attend three consecutive meetings of the Board.

Vacancies in the Board of Directors shall be filled by appointment by a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director. Each Director so selected shall hold office for the lesser of three years or the remainder of an unexpired term being filled and until a successor has been selected and qualified.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director's term of office.

Section 5.04. Place of Meeting. Meetings of the Board of Directors shall be held at any place within or without the State of California which has been designated from time to time by the Board of Directors. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation.

Section 5.05. Annual Meetings. The Annual Meeting of the Board shall be held on the 3rd Wednesday of February of each year at such time or place as shall be designated by the Board of Directors.

Section 5.06. Regular Meetings. Regular Meetings of the Board of Directors may be held without call or notice on such dates and at such times as may be fixed by the Board of Directors.

Section 5.07. Special Meetings. Special Meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chair of the Board of Directors, by any two of the First Vice Chair, Second Vice Chair, President and Treasurer, or by any three Directors.

Special Meetings of the Board of Directors shall be held upon not less than four days' notice by first class mail or 48 hours notice given personally or by telephone, telefax, or other electronic means of communication.

Any such notice shall be addressed or delivered to each Director at such Director's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the Director for purposes of notice.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone.

Section 5.08. Quorum. A majority of the authorized number of voting Directors constitutes a quorum of the Board for the transaction of business, except to adjourn as provided in Section 5.11 of this Article. Every act or decision done or made by a majority of the voting Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 5.09. Participation in Meetings by Conference Telephone. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 5.10. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a written 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 thereto or at its commencement, the lack of notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 5.11. Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Board of Directors meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than seventy-two hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Board of Directors who were not present at the time of the adjournment.

Section 5.12. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent in writing to such action in one or more counterparts and may be communicated by telefax. Such consent or consents shall have the same effect as a unanimous vote of the Board of Directors and shall be filed with the minutes of the proceedings of the Board of Directors.

Section 5.13. Rights of Inspection. Every voting Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation of which such person is a voting Director.

Section 5.14. Fees and Compensation. Directors and members of committees shall serve as such without compensation but may receive reimbursement for their expenses, as may be fixed or determined by the Board of Directors.

Section 5.15. Reporting at Board Meeting. At each meeting of the Board of Directors, the President or other officers of the Corporation shall, if called upon by the Chair of the Board of Directors, make reports to the Board of Directors concerning any of the activities or affairs of the Corporation.

ARTICLE VI. COMMITTEES

Section 6.01. Committees. The Board of Directors may appoint one or more committees and may delegate to such committees any of the authority of the Board of Directors except with respect to:

(a) The approval of any action for which the California Nonprofit Public Benefit Corporation Law requires approval in some other manner;

(b) The filling of vacancies on the Board of Directors or on any committee;

(c) The amendment or repeal of Bylaws or the adoption of the new Bylaws;

(d) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(e) The appointment of other committees of the Board of Directors or of the members thereof;

(f) The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law.

Except as otherwise herein provided, any such committee must be created, and the members thereof appointed, by resolution adopted by a majority of the authorized number of Directors then in office, provided a quorum is present. The Board of Directors may appoint, in the same manner, alternate members of any committee who may replace any absent member at any meeting of the committee. The Board of Directors shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board of Directors or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article VI applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

Section 6.02. Board Creation or Discontinuation of Committee. The Board of Directors may at any time create any new committee or discontinue any of its committees for such time as may be determined, and the duties of any committee so discontinued shall be performed by the Executive Committee, or assigned to another committee.

Section 6.03. Executive Committee. There shall be an Executive Committee composed of the elected officers of the Board of Directors, consisting of the Chair, President, Treasurer, and Secretary. In addition, the membership of this committee shall include a Vice Chair, a Vice President, an Assistant Treasurer, and an Assistant Secretary if such have been elected.

This Committee shall act on matters referred to it between regular meetings of the Board of Directors by the Chair of the Board and shall have all the authority of the Board of Directors except as limited by resolution of the Board of Directors or by the Law. The Committee will report to the Board of Directors at the next regular meeting of the Board the results of any

Executive Committee meetings. The minutes of the Executive Committee may be reviewed by any request to the Chairman of the Board.

Section 6.04. Development Committee. In conjunction with the President and the development staff of the Friends, the Committee shall propose, recommend and assist in fund raising and public relations programs and report to the Board of Directors on fund raising progress and estimates of income to be received therefrom. In conjunction with the Friends staff, it shall assess at regular intervals the effectiveness of fund raising strategies and programs and report its conclusions to the Board of Directors.

ARTICLE VII. OFFICERS

Section 7.02. Election. 7.02 Except for those officers appointed in accordance with the provision of Section 7.03 or 7.05, the officers of the Corporation shall be chosen annually from a slate presented for nomination by the Committee of the Directors and shall serve FOR A TERM OF TWO YEARS at the pleasure of the Board of Directors, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected. AT ALTERNATE ANNUAL MEETINGS, BEGINNING WITH THE NOVEMBER, 1996 MEETING, THE TREASURER AND PRESIDENT WILL BE ELECTED DURING EVEN YEARS AND THE CHAIR OF THE BOARD AND SECRETARY WILL BE ELECTED DURING ODD YEARS.

Section 7.03. Subordinate Officers. The Board of Directors may, in its discretion, empower the President to appoint one or more Vice Presidents, Assistant Secretaries and/or Assistant Treasurers as the business of the Friends may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 7.04. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board of Directors at any time or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

Section 7.05. Vacancies. 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 regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual basis.

Section 7.06. Chair of the Board of Directors. The Chair of the Board of Directors shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors.

Section 7.07. President. Subject to such powers, if any, as may be given by the Board to the Chair of the Board of Directors, the President is the general manager and chief executive officer of the Corporation and has, subject to the control of the Board of Directors, general supervision, direction, and control of the business and officers of the Corporation. The President has the general powers and duties of management usually vested in the office of the president and general manager of a Corporation and such other powers and duties as may be prescribed by the Board of Directors. In the absence or disability of the President, the Board of Directors shall appoint an Acting President who shall perform all the duties of the President and, when so acting, shall have the powers of, and be subject to all the restrictions upon the President.

Section 7.08. Vice Presidents. The Vice Presidents, if any, shall have such powers and perform such duties as may be prescribed for them by the Board of Directors or, if so delegated by the Board of Directors, by the President.

Section 7.09. Secretary. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board of Directors may order, a record of minutes of all meetings of the Board of Directors and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board of Directors and committee meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation, the original or a copy of the Corporation's Articles and Bylaws, as amended to date.

The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors and any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

Section 7.10. Treasurer. The Treasurer is the principal financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation. The books of account shall at all times be open to inspection by any Director.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or, if so delegated by the Board of Directors, by the President.

Section 7.11. Assistant Secretary. An Assistant Secretary may also be elected by the Board of Directors upon the recommendation of the President. The Assistant Secretary, under the direction and supervision of the Secretary, shall perform any of the duties and exercise any of the powers of the Secretary as he may be directed by the Secretary.

Section 7.12. Assistant Treasurer. An Assistant Treasurer may also be elected by the Board of Directors upon the recommendation of the President. The Assistant Treasurer, under the direction and supervision of the Treasurer, shall perform any of the duties and exercise any of the powers of the Treasurer as he may be directed to perform by the Treasurer.

Section 7.13. Bonding. Any officer or agent of the Friends may be required to give bond of the faithful performance of his duties in such sum and in such form, and with other or more sureties thereon, as the Board of Directors shall decide. Such bonding shall not be required of any member of the Board of Directors.

ARTICLE VIII. CONFLICTS OF INTEREST

Section 8.01. Definition of Conflict of Interest. A Director shall be considered to have a conflict of interest if:

(a) such Director has existing or potential financial or other interests which impair or might reasonably appear to impair such person's independent, unbiased judgment in the discharge of such person's responsibilities to the Friends; or

(b) such Director is aware that a member of such person's family or any organization in which Director (or a member of such person's family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests. All Directors shall disclose to the Board any possible conflict of interest at the earliest practicable time. No Director shall vote on any matter under consideration at a Board meeting in which such person has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the person having a conflict of interest abstained from voting. Any Director who performs services for the Friends shall not receive remuneration for such services. Any Director who is uncertain whether he has a conflict of interest in any matter may request the Board of Directors to determine whether a conflict of interest exists, and the Board shall resolve the question by a majority vote.

ARTICLE IX. DISCRIMINATION PROHIBITED

In administering its affairs, the Friends shall not discriminate against any person on the basis of race, creed, color, national or ethnic origin, sex, or age.

ARTICLE X. RULES OF ORDER

Section 10.01. Establishment of Rules of Order. The Board of Directors shall establish such rules of order as it deems necessary for the conduct of its business provided that they are not inconsistent with public law, the Articles of Incorporation or these Bylaws.

Section 10.02. Order of Business Set by President of Board. The order of business shall be at the discretion of the Chair of the Board of Directors unless otherwise specified by the Board of Directors.

ARTICLE XI. OTHER PROVISIONS

Section 11.01. Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof executed or entered into between the Corporation and any other person, when signed by the Chair of the Board, the President, or any Vice President and the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Corporation shall be valid and binding on the Corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent, or employee shall have any power of authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 11.02. Representation of Shares of Other Corporations. The President and any other officer or officers authorized by the Board of Directors, are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

Section 11.03. Gender Reference. Any reference to gender in these Bylaws shall refer to both the masculine or feminine gender as appropriate factually. Any incumbent Chair of a Board or Committee may in such person's discretion refer to such incumbent's position as "(Vice) Chair," "(Vice) Chairperson," "(Vice) Chairman," or "(Vice) Chairwoman" as such incumbent deems appropriate.

Section 11.04. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

Section 11.05. Fiscal Year. The fiscal year of the Friends shall end on December 31 of each year, or on such other day as may be fixed from time to time by the Board of Directors.

Section 11.06. Corporate Seal. The corporate seal of the Friends shall consist of two concentric circles between which is the name of the Friends; and in the center shall be inscribed "Corporate Seal", and such seal, as impressed on the margin of the official original copy hereof, shall be the seal of the Friends of Moss Landing Marine Laboratories, Inc.

Section 11.07. Chair Voting. At any meeting of the Board of Directors, the Chair who is designated by these Bylaws to preside at such meeting, if otherwise entitled to vote, shall have the right to vote in the same manner as though such person were not acting as such Chair.

Section 11.08. Resignation. Any officer or member of the Board of Directors may resign by delivering his or her resignation to the Secretary of the Friends. Such resignation shall take effect at the time of its receipt by the Secretary unless some other time is fixed in the resignation, and then from that time. The acceptance of a resignation shall not be required in order to make it effective.

Section 11.09. Annual Audit. An annual audit shall be made of the financial records of the Friends by a disinterested auditor or firm of auditors approved annually by the Board of Directors.

ARTICLE XII. INDEMNIFICATION

Section 12.01. Definitions. For the purpose of this Article XII, "agent" means any person who is or was a director, trustee, officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, trustee, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" include without limitation attorneys' fees and any expenses of establishing a right to indemnification under Section 12.04 or 12.05(b) of this Article XII.

Section 12.02. Indemnification in Actions by Third Parties. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that such person is or was an agent of the Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.

Section 12.03. Indemnification in Actions by or in the Right of the Corporation. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the Corporation, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed 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. No indemnification shall be made under this Section 12.03:

(a) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation in the performance of such person's duty to the Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the purposes which such court shall determine;

(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

(c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.

Section 12.04. Indemnification Against Expenses. To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Section 12.02 or 12.03 of this Article XII or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 12.05. Required Determinations. Except as provided in Section 12.04 of this Article XII, any indemnification under this Article XII shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 12.02 or 12.03 of this Article XII, by:

(a) A majority vote of a quorum consisting of directors who are not parties to such proceeding; or

(b) The court in which such proceeding is or was pending upon application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the Corporation.

Section 12.06. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article XII.

Section 12.07. Other Indemnification. No provision made by the Corporation to indemnify its directors, trustees, or other officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of members or Directors, an agreement, or otherwise, shall be valid unless consistent with this Article XII. Nothing contained in this Article XII shall affect any right to indemnification to which persons other than such directors, trustees and officers may be entitled by contract or otherwise.

Section 12.08. Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article XII, except as provided in Section 12.04 or 12.05(b), in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the Articles, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 12.09. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article, provided, however, that a Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.

Section 12.10. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article XII does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the Corporation as defined in Section 12.01 of this Article XII. The Corporation shall have power to indemnify such trustee, investment manager, or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law.

ARTICLE XIII. REVIEW AND AMENDMENT OF BYLAWS

Section 13.01. Board of Directors' Power

Section 13.02. Annual Review by Executive Committee. Prior to each annual meeting of the Board of Directors, the Executive Committee shall review these Bylaws and suggest any desired changes thereto.

The Bylaws of the Friends were adopted by this document on October 12, 1994, to take effect as of their enactment, the "Effective Date."

Section 13.02. Annual Review by Executive Committee. Prior to each annual meeting of the Board of Directors, the Executive Committee shall review these Bylaws and suggest any desired changes thereto.

The Bylaws of the Friends were adopted by this document on October 12, 1994, to take effect as of their enactment, the "Effective Date."

The following changes were approved at the annual meeting on November 29, 1996.

*Board restructuring-add 4.04 amendment about Advisory Council

*Limit and stagger officers terms –revised 7.02

*Eliminate Staggered Board Terms clause because it is awkward and unnecessary (Section 5.02(a)

The following changes were approved at the annual meeting on November 15, 2000

*The Board of Directors adopted the new mission statement in 3.01

*Changed the address for Friends of MLML to 8272 Moss Landing Rd., Moss Landing, CA 95039

The following changes were approved at the annual meeting on November 17, 2004.

*The Board voted to change the date of the annual meeting in Section 5.05 from the, “the 3rd Wednesday of November of each year” to, “the 3rd Wednesday of February of each year”.

Bylaws

of the

FRIENDS OF MOSS LANDING MARINE LABORATORIES, INC.,

a California nonprofit public benefit corporation

(February 28, 2001)

Table of Contents

ARTICLE Page

ARTICLE I. NAME 1

Section 1.01. Name 1

Section 1.02. Name for Reference Purposes Herein 1

ARTICLE II. OFFICES 1

Section 2.01. Principal Office 1

Section 2.02. Other Offices 1

ARTICLE III. PURPOSE 1

Section 3.01. Purpose 1

ARTICLE IV. MEMBERSHIP 2

Section 4.01. Members 2

Section 4.02. Associates 2

Section 4.03. Membership Privileges 2

Section 4.04. Advisory Council ..………………………………………………………. 3

ARTICLE V. BOARD OF DIRECTORS 3

Section 5.01. Powers 3

Section 5.02. Selection of Directors and Terms of Office 4

Section 5.03. Vacancies 5

Section 5.04. Place of Meeting 6

Section 5.05. Annual Meetings 6

Section 5.06. Regular Meetings 6

Section 5.07. Special Meetings 6

Section 5.08. Quorum 7

Section 5.09. Participation in Meetings by Conference Telephone 7

Section 5.10. Waiver of Notice 7

Section 5.11. Adjournment 7

Section 5.12. Action Without Meeting 7

Section 5.13. Rights of Inspection 7

Section 5.14. Fees and Compensation 7

Section 5.15. Reporting at Board Meeting 8

ARTICLE VI. COMMITTEES 8

Section 6.01. Committees 8

Section 6.02. Board Creation or Discontinuation of Committee 8

Section 6.03. Executive Committee 9

Section 6.04. Development Committee…………………………………………………. 9

ARTICLE VII. OFFICERS 9

Section 7.01. Officers 9

Section 7.02. Election 9

Section 7.03. Subordinate Officers 9

Section 7.04. Removal and Resignation 10

Section 7.05. Vacancies 10

Section 7.06. Chair of the Board of Directors 10

Section 7.07. President 10

Section 7.08. Vice Presidents 10

Section 7.09. Secretary 10

Section 7.10. Treasurer 11

Section 7.11. Assistant Secretary 11

Section 7.12. Assistant Treasurer 11

Section 7.13. Bonding 11

ARTICLE VIII. CONFLICTS OF INTEREST 11

Section 8.01. Definition of Conflict of Interest 11

ARTICLE IX. DISCRIMINATION PROHIBITED 12

ARTICLE X. RULES OF ORDER 12

Section 10.01. Establishment of Rules of Order 12

Section 10.02. Order of Business Set by President of Board 12

ARTICLE XI. OTHER PROVISIONS 12

Section 11.01. Endorsement of Documents; Contracts 12

Section 11.02. Representation of Shares of Other Corporations 12

Section 11.03. Gender Reference 13

Section 11.04. Construction and Definitions 13

Section 11.05. Fiscal Year 13

Section 11.06. Corporate Seal 13

Section 11.07. Chair Voting 13

Section 11.08. Resignation 13

Section 11.09. Annual Audit 13

ARTICLE XII. INDEMNIFICATION 13

Section 12.01. Definitions 13

Section 12.02. Indemnification in Actions by Third Parties 13

Section 12.03. Indemnification in Actions by or in the Right of the Corporation 13

Section 12.04. Indemnification Against Expenses 14

Section 12.05. Required Determinations 14

Section 12.06. Advance of Expenses 15

Section 12.07. Other Indemnification 15

Section 12.08. Forms of Indemnification Not Permitted 15

Section 12.09. Insurance 15

Section 12.10. Nonapplicability to Fiduciaries of Employee Benefit Plans 15

ARTICLE XIII. REVIEW AND AMENDMENT OF BYLAWS 16

Section 13.01. Board of Directors' Power 16

Section 13.02. Annual Review by Executive Committee…………………………….16-17

CERTIFICATE OF SECRETARY

of

FRIENDS OF MOSS LANDING MARINE LABORATORIES, INC.,

a California non-profit public benefit corporation

I hereby certify that I am the duly elected and acting Secretary of said Corporation and that the foregoing Bylaws, comprising ____ pages, constitute the Bylaws of said corporation as duly adopted at a meeting of the Board thereof held on November 20, 1996.

(Seal)

Secretary