Bylaws Amendment (Draft), Zhou & Eesley Family Foundation

Adopted by the Board of Directors on _______________, 2026.

The Bylaws of the Zhou and Eesley Family Foundation (originally adopted May 26, 2021) are amended as follows.

Amendment 1 — Add a definition of “Independent Director” to Article V

Reason. Since the Foundation’s founding, the Board has consisted of two Co-Founder Directors and three additional Directors elected for their independent expertise. All five have been treated as voting members, and that practice has been recorded in the Board’s minutes. The Bylaws as adopted in 2021 describe an “Advisory Council” (Article V, Section 12) as a non-voting body — which does not describe how the three additional Directors actually serve. This amendment names the practice.

Action. A new Section 15 is added to Article V:

Section 15. Independent Directors. The Board of Directors may include one or more Independent Directors who are elected to the Board for their independent professional expertise and who have no material financial relationship with the Corporation. Independent Directors are full members of the Board of Directors with the same voting rights, fiduciary duties, term lengths, attendance requirements, removal procedures, and confidentiality obligations as any other Director under this Article. Independent Directors are distinct from members of any Advisory Council the Board may create under Section 12 of this Article; Advisory Council members remain non-voting as provided in Section 12.

Effect on existing sections. None. Sections 1–14 of Article V apply equally to Independent Directors. Section 12’s Advisory Council provision is preserved but is currently dormant — no Advisory Council has been created.

Amendment 2 — Correct the state of organization in Article X

Reason. The Zhou and Eesley Family Foundation is organized in the State of California, not the District of Columbia. The reference to “the laws of the District of Columbia” in Article X, Section 1 is a template error in the originally adopted Bylaws.

Action. Article X, Section 1 is amended by striking “the District of Columbia” and replacing with “the State of California.” The amended sentence reads:

Section 1. General. To the full extent authorized under the laws of the State of California, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation […].

Effect. Restores consistency between the Bylaws and the Foundation’s Articles of Incorporation, Form 990-PF filings, and public-facing governance disclosures (all of which identify California as the state of organization).

Amendment 3 — Clarify officer titles

Reason. The Bylaws adopted in 2021 enumerate “the President, the first Vice-President, second Vice-President, the Secretary, and the Treasurer” in Article V, Section 2, and “the President, Vice-President, Secretary and Treasurer” in Article VI. The Foundation has operated with two officer positions — President (Lijie Zhou) and Treasurer (Chuck Eesley) — without filling the Vice-President or Secretary positions. The Bylaws permit this under Article V, Section 2, but the inconsistency between Article V, Section 2 and Article VI is worth resolving.

Action (recommended — minimal). Amend Article VI to read:

The officers of this Board shall be the President, the Treasurer, and any additional officers (Vice-President, Secretary) the Board elects to fill from time to time. All officers must have the status of active members of the Board.

Optional addition. If the Foundation wishes to formally recognize the CEO title currently used for Lijie Zhou, also add to Article VI: “The President of the Board may concurrently serve as Chief Executive Officer of the Corporation.”

Amendment 4 — Annual-meeting timing flexibility (Article V, Section 3)

Reason. The Bylaws as adopted fix the Annual Meeting in September. To let the Board schedule the Annual Meeting at a time that best fits the Directors’ availability and the Foundation’s program calendar (for example, in summer), Article V, Section 3 is amended to allow the Board to set the date.

Action. Article V, Section 3 is amended to read:

Section 3. Annual Meeting. The Corporation shall hold an annual meeting of the Board of Directors in each calendar year, on a date and at a time and place determined by the Board of Directors, with written notice given to each Director at least ten (10) days in advance.

Effect. Preserves the annual cadence and the ten-day notice requirement while giving the Board flexibility to schedule the Annual Meeting when it best serves the Foundation (for example, summer 2027 onward), in place of the fixed September date.

Verification checklist

For the Board to confirm before adoption:

Bylaws-vs-public-disclosure consistency. After this amendment, Articles V (Independent Directors), X (California), and VI (officer titles) align with the public website, the Articles of Incorporation, and Form 990-PF filings.
Form 990-PF Part VIII directors-and-officers list for the next filing reflects all five Directors and the formally adopted officer titles.
Annual conflict-of-interest statements (Article IX, Section 6) are on file for all five Directors for the current Board year.
Confidentiality agreements (Article V, Section 11) have been executed by each current Director; any gap is addressed as a one-time cleanup at the same meeting.
Notice of meeting and amendment (Article XII, Section 2) was given to each Director within the required time and manner.

Adoption

This Amendment is adopted by majority vote of the Board of Directors at a regular or special meeting pursuant to Article XII, Section 2 of the Bylaws.