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					                                        OF INCORPORATION
                                 ARTICLES
                                           OF
                         CALIFORNIA   STATE UNIVERSITY,  HAYWARD
                                    FOUNDATION,  INC.


                                                                                          Revised         1982

1 . Thename  of  this                corporation            is    CALIFORNIA           STATE      UNIVERSITY
   HAYWARD FOUNDATION,                   INC.

2. That    the      specific   and           primary          purpose        for     which       this
   corporation          is formed            are   the      following:

   (a)   To promote        and assist        the educational            services,
   development         maintenance         and operation          of the California
   State     University,         Hayward     or such       institution          as shall
   succeed      to the properties               and functions         of said
   University,         and     to apply       the funds      and properties           coming
   into    its    hands    toward     furthering       the educational              services,
   development,          maintenance        and operation          of said      University.

    (b)  To engage    in or support                      projects         oT research            or
    educational    development    and                    to assist         Tinancially             any
    such projects.

    (c)     To own,          operate       or provide             primarily            Tor the convenience
    of faculty,            students         and employees,                the operation             on or
    near      the campus           oT     said     University             of one or more
    cafeterias,            restaurants,             Tountains,               canteens,         vending
    machines,           bookstore,           concessions,               Tor University              events,
    and supply            and service           stores        and to           sell       Tood,
    confectionery,               and beverages              and all          kinds      oT merchandise
    and services             necessary          or incidental                Tor the purposes:                 to
    provide           housing        and such        other        Tacilities            as would           aid,
    assist        or      supplement          the educational                   services,
    development,             maintenance            and operation                oT California
    State.University,                 Hayward,          and to build,                construct,          lease
    or purchase            buildings,           Tacilities,              or services           which       may
    be necessary              to carry        out     the purpose               oT the corporation.
    This       corporation           shall      not     engage         in any activities,
    except         to an insubstantial                  degree,          which         are not       directly
     in furtherance              oT its       primary           educational              or research
    purpose.          Further          provided         moreover,             that     no part       oT the
    net earnings             of the corporation                    shall        inure        to the
    benefit          of or be distributable                      to its           Directors,
    OTficers,           or other        private         persons,           except        that    the
     corporation            shall      authorized            and empowered               to pay
     reasonable             compensation            Tor       services            rendered       and to
     make payments              and distributions                   in      Turtherance          oT the
     purposes          set    Torth      in this        Article.             No substantial              part
     of the activities                 oT the corporation                     shall      be carrying            on
     oT propaganda,               or     otherwise           attempting,              to inTluence
      legislation:             and the corporation                    shall       not participate
Page    2                                                                  Articles          Revised         1982

       in,     or   intervene         in   (including                 the      publishing         or
       distribution           of    statements)                 any     political           campaign         on
       behalf       of    any    candidate         for          public         office.

       (d)    To do what       ever     may be             necessary             or. convenient              in  the
       conduct      of  its    business        to          accomplish              the    specific           and
       primary      and general         purpose             of   this          corporation             as
       hereinbefore         enumerated.

 3.    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     charitable           purpose.

 4.    The principal                 office       for    the        transaction          of the business                 of
       the corporation                    is   located         in     Alameda         County,  State  of
       California.

 5. The Board      oT Directors       oT this     corporation    shall  be
       composed  of eleven      (II)   Directors.         The names and addresses
       oT the nine    (9) persons      who served       as the Tirst   Directors
       of the corporation       were:

                     Name                                                                    Address

            Fred     F.      Harcleroad                                           41727      Chiltern           Drive
                                                                                  Irvington,          CA.

            Dale     P.      Wren                                                 22214    Prospect             Street
                                                                                  Hayward,     CA.

            c.     Richard          Purdy                                         4091 Norris     Road
                                                                                  Fremont,    CA.

            Harry      A.     Grace                                               26843    Calaroga
                                                                                  Hayward,     CA.

            Ross      Po     Moore                                                19610       Carleen         Court
                                                                                  Castro       Valley,         CA.

            Lyle      D.     Edmison                                              3382 Olsen            Drive
                                                                                  San Jose,            CA.

            Floyd         Erickson                                                9042 Seaview
                                                                                  Castro Valley,                  CA

            Karl      D.     Ernst                                                729 Plymouth               Way
                                                                                  Burlingame,               CA.

            Virgil         Salera                                                 18029       Lamson         Road
                                                                                  Castro       Valley,         CA
Page    3                                                                   Articles        Revised        1982




 6.    This      corporation            shall      also     have    no members             other      thal~    the
       persons         constituting            its     Board     oT Oirectors.                The persons
       constituting              its    Board      oT Directors           shall,         fol-    the    purpose    of
       any     statutory           provision         or   rule     oT law        relating          to   nonproTit
       corporations              or   otherwise,          be takn         to     be the        members       oT such
       corporation,              and exercise           all    the    rights         and powers           QT
       members         thereoT.

 7     The property            oT this       corporation           is irrevucab]y             dedicated         to
       charitable          purposes.         Upon dissolution               oT this       corporation
       net assets          other        than     trust      Tunds     shall      be distributed              to
       one or more nonproTit                   corporations           organized          and operated           Tor
       the beneTit           oT ~aliTornia             State     University,           Hayward,         such
       corporation             or corporations              to be selected             by the Board            oT .
       Directors         and approved            by the Presinent               oT the University               and
       the Board         oT Trustees           of The CaliTornia                State      IJniversity.
       Such nonproTit             corporatjon-or              corpol-ations           must be qualiTied
       Tor Federal           tax exemption             under     501(a)        and 501(c)(3)            oT the
       United       States       Internal        Revenue       Code oT 195~ and be organized
       and operated            exclcJsively         f"or charitable,              scientiTic,
       literary,         or educational             purposes,         (Ir Tor a combination                  oT
       said      purposes.         IT tJpon dissolution,                 this     corporation           holds
       any assets          in trtJst,        such assets           shalJ       be disposed          of" in such
       a manner         as may be directed                by decree          of" the Superior            Court
       oT Alameda          County       upon petition            thereTore         by the Attorney
       General       or by any person                concerned         in the       liquidation.              In no
       event      shall      any assets          be distributed              to any Director             or
       Of"f"icer     of" this        corporation.

 8.    These     Articles     of Incorporation        may be amend~d    or New
       Articles        of Incorporation       adopted   by the vote   of two-thirds
       (2/3)      of" the total        voting  membershi~1   of" the Board  of"
       Directors.

 9.    This    corporation        elects    to          be governed          by alloT           the
       provisions        oT the NonproTit                Corporation          Law of         1980 not
       otherwise       applicable        to it          under   Part        5 thereaT.