DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67

AMENDED AND RESTATED BYLAWSOF

THE WILLIAM AND FLORA HEWLETT FOUNDATION,
a California Nonprofit Public Benefit Corporation

Amended and Restated September 8, 2021

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ARTICLE 1
NAME OF CORPORATION
Section 1.1. Name. The name of this Corporation is: The William and Flora Hewlett Foundation.
ARTICLE 2
OFFICES
Section 2.1. Principal Office.
(a)

The principal office for the transaction of the business of the Corporation is located at2121 Sand Hill Road in the City of Menlo Park, County of San Mateo, in the State ofCalifornia.

(b)

The Directors may change the principal office from one location to another and shallamend this section accordingly.

Section 2.2. Other Offices. The Board of Directors may at any time establish branch offices, either within
or without the State of California, in order to advance the proper purposes of the Corporation.
ARTICLE 3
CHARITABLE STATUS, OBJECTIVES, PURPOSES, AND RESTRICTIONS
Section 3.1. Charitable Status.
(a)This Corporation has been formed under the California Nonprofit Public Benefit
Corporation Law for charitable, scientific, literary, and educational purposes, and it
shall be nonprofit and nonpartisan.

(b)

No substantial part of the activities of the Corporation may consist of carrying on
propaganda or otherwise attempting to influence legislation, and the Corporation shallnot participate or intervene in any political campaign on behalf of any candidate forpublic office.

(c)

The Corporation shall not, except to an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of the charitable and public purposes
described in its Articles of Incorporation.

Section 3.2. Charitable Objectives and Purposes.
(a)The primary objectives and purposes of this Corporation include without limitation themaking of grants, donations, gifts, and contributions exclusively for charitable,
religious, scientific, literary, or educational purposes that promote the well-being ofmankind and other charitable and educational activities as the Board of Directors
determines to be appropriate.

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Section 3.3. Dedication of Assets.
(a)

The properties and assets of the Corporation are irrevocably dedicated to publicbenefits and/or charitable purposes.

(b)

No part of the net earnings, properties, or assets of the Corporation, on dissolution orotherwise, may inure to the benefit of any private person or individual, including any
director or officer of the Corporation.

(c)

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 which is organized and operated
exclusively for charitable purposes and that has established its exempt status under
section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 3.4. Private Foundation Restrictions. In any period in which the Corporation is a private
foundation, as defined in section 509 of the Code or corresponding provisions of future
federal income tax laws:(a)the Corporation shall make distributions at such time and in such manner as not tosubject the Corporation to tax under section 4942 of the Code, and(b)

the Corporation shall not:(i)

engage in any act of self-dealing, as defined in section 4941(d) of the Code;(ii)

retain any excess business holdings, as defined in section 4943(c) of the Code,(iii) make any investments in such manner as to subject the Corporation to tax under
section 4944 of the Code; or(iv) make any taxable expenditures, as defined in section 4945(d) of the Code.
ARTICLE 4
DIRECTORS
Section 4.1. Powers.
(a)

General Corporate Powers. The Board of Directors shall manage the business andaffairs of the Corporation, and all corporate powers shall be exercised by, or under the
direction of, the Board of Directors.

(b)Specific Powers. Without prejudice to its general powers, the Board of Directors has
the power to:-2-

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except as otherwise set out in these Bylaws, select and remove the officers of the
Corporation; prescribe any powers and duties for them that are consistent withthe law, with the Articles of Incorporation, and with these Bylaws; and fix theircompensation, if any;(ii)change the principal office or the principal business office from one location toanother; cause the Corporation to be qualified to do business in any other state,
territory, dependency, or country, and conduct business within or outside theState of California; and designate any place within or outside the State ofCalifornia for the holding of any meeting;(iii) adopt, make, and use a corporate seal and alter the form of the seal; and(iv) borrow money and incur indebtedness on behalf of the Corporation 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.
Section 4.2. Number of Directors.
(a)Authorized Number. The authorized number of Directors may be not fewer than nineor more than fifteen as the Board determines.

(b)

Effect of Special Directors on Authorized Number. The election of a Special
Director automatically increases the authorized number of Directors, and the death,resignation, removal, or expiration of the term of a Special Director automaticallydecreases the authorized number of Directors, subject always, in either case, to therange of authorized Directors set out in Section 4.2(a).

(c)

Hewlett Family Directors.

(d)

(i)

Within the authorized number of directors, the Board shall include a total of four
persons qualified and willing to serve who are descendants of William and Flora
Hewlett (“Hewlett Family Directors”), at least one of whom shall be a Special
Director.

(ii)

On occasion, the Board may postpone the election of a Special Director,
depending on the availability and interest of such descendants.

Composition of the Board. In no event shall the total number of Hewlett Family
Directors in office, including any Special Directors, be equal to or exceed one-half of
the Board.

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Section 4.3. Election and Term of Directors.
(a)

(b)

Current Directors.
(i)

The terms of the directors who were elected prior to November 2010 expire at theannual meeting of the Board of Directors in the year indicated in the records of
the Corporation.

(ii)

Each director described in Section 4.3(a)(i) may serve until the earlier of: (A) thecompletion of three additional terms; or (B) the last regular meeting of the Board
held in the year in which the director attains the age of 72 years.

Elections and Terms.
(i)Except as otherwise set out in these Bylaws, each director, except the President,
is elected to a three-year term by the majority vote of the directors whose terms
have not expired.

(ii)

Each director-elect’s election is effective at the next regular meeting of theBoard, unless the Board indicates another effective date.

(iii) Except as otherwise set out in these Bylaws, the term of a director ends at:

(c)

(A)

the third annual meeting of the Board after the effective date of his or her
election if the director was elected at an annual meeting; or(B)

the fourth annual meeting of the Board after the effective date of his or
her election if the director was elected to fill a mid-term vacancy.

Term Limits.
(i)

Except as otherwise set out in these Bylaws, each director may serve no morethan four consecutive terms.

(ii)

A director who has served four consecutive terms may be elected to the Board
only after at least one full year off the Board.

(iii) Any terms as a Special Director do not count against the term limits set out inthis Section 4.3(c).
(iv) The Board may, by resolution adopted by a majority of the directors then in
office at the initial election of a new Chairman of the Board, extend the term
limit for that Chairman as a director beyond the limits set out in this Section
4.3(c) for a fixed number of years to be specified in the resolution.

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DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67(d)President as Director. The President shall serve as a director while he or she holds theoffice of President.

(e)Election of Chairman and Vice Chairman. At each annual meeting following theelection of directors as set out in this Section 4.3(b), the directors shall elect, fromamong themselves, a Chairman of the Board and a Vice Chairman.

(f)Special Directors.
(i)

The Board, at its discretion, may elect grandchildren or later descendants ofWilliam and Flora Hewlett to serve as Special Directors.

(ii)

Notwithstanding any other provision of these Bylaws, the term of a Special
Director is two years, and the expiration or termination of the term of a Special
Director does not create a vacancy on the Board.

(iii) Each Special Director-elect’s election is effective at the next regular meeting of
the Board, unless the Board indicates another effective date.
(iv) Except as otherwise set out in these Bylaws, the term of each Special Director
ends at the second annual meeting of the Board after the effective date of hiselection.
(v)

In all other respects, Special Directors have all the responsibilities and rights ofdirectors as set out in these Bylaws.

Section 4.4. Qualifications of Directors.
(a)Any person 18 years old or older whom the Board deems qualified to serve may be
nominated and elected to serve as a director.

(b)

Directors need not be residents of the State of California.

Section 4.5. Vacancies. A vacancy on the Board of Directors occurs upon:(a)the death, resignation, retirement, or removal of any director;(b)

the declaration by resolution of the Board of a vacancy in the office of a director who
has been declared of unsound mind by an order of the court or convicted of a felony or
has been found by final order or judgment of any court to have breached a duty under
Article 3 (commencing with Section 5230) of Chapter 2 of Part 2 of the California
Nonprofit Public Benefit Corporation Law;(c)the failure of the Board, at any meeting of the Board at which any director is to beelected, to elect the director to be elected at such meeting; or-5-DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67(d)an increase in the authorized number of directors.

Section 4.6. Resignation.
(a)

Except as set out in this Section 4.6, any director may resign, which resignation iseffective on giving written notice to the Chairman of the Board, the President, or the
Secretary, or the Board of Directors, unless the notice specifies a later time for the
resignation to become effective.

(b)

No director may resign when the Corporation would then be left without a duly elected
director in charge of its affairs.

Section 4.7. Removal. Any director may be removed, with or without cause, by the vote of the majorityof the directors then in office at:(a)a regular meeting if notice of that meeting and of the removal question are given as set
out in Sections 5.2(d); or(b)a special meeting called for that purpose if notice of that meeting and of the removal
question are given as set out in Section 5.3(b).

Section 4.8. Filling of Vacancies.
(a)Any vacancy caused by the death, resignation, retirement, or removal of a director shallbe filled by election as set out in Section 4.3(b).

(b)

Each director elected to fill a mid-term vacancy holds office for a three-year term,
ending in accordance with Section 4.3(b)(iii)(B), unless the Board declares, prior to theelection, that a director will hold the seat for a shorter term for the sole purpose of
avoiding an imbalance of experience on the Board caused by an excessive number ofterms expiring in the same year.

Section 4.9. Application to Special Directors. Sections 4.5 and 4.8 do not apply to Special Directors.
Section 4.10. Compensation of Directors.
(a)A director or a member of a committee may receive reimbursement of expenses as may
be determined by resolution of the Board of Directors to be just and reasonable.

(b)

A director may not otherwise be compensated for services as a director unlessotherwise agreed by a majority of the directors then in office.

Section 4.11. Restriction on Interested Directors.
(a)

Not more than 49% of the persons serving on the Board of Directors at any time may
be interested persons.

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(b)

(c)

An interested person is:(i)any person compensated by the Corporation for services rendered to it within theprevious 12 months, whether as a full-time or part-time employee, independent
contractor, or otherwise, excluding any reasonable compensation paid to a
director for service on the Board; or(ii)a brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,mother-in-law, or father-in-law of any person described in Section 4.11(b)(i).

A violation of the provisions of Section 4.11(a) does not affect the validity or
enforceability of any transaction entered into by the Corporation.
ARTICLE 5
MEETINGS OF THE BOARD OF DIRECTORS

Section 5.1. Annual Meetings. Unless otherwise agreed by the Board, the Board of Directors shall holdan annual meeting during the first quarter of each calendar year at the Corporation’s principal
office at a time designated by the Board for purposes of electing directors and officers,
designating committees, and transacting regular business.
Section 5.2. Regular Meetings.
(a)

The Board of Directors may also hold regular meetings.

(b)Regular meetings of the Board may be called by the Chairman of the Board, President,
Vice-President, Secretary, or any two directors.

(c)Regular meetings may be held without notice if the time and date are fixed byresolution of the Board.

(d)

If not so fixed, the Secretary shall give notice of regular meetings to all directors either
by first-class mail or courier at least four days in advance or by notice delivered
personally or by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, facsimile, or electronic
mail at least 48 hours in advance except that notice may be waived by any director as
set out in Section 5.4.

Section 5.3. Special Meetings.
(a)Special meetings of the Board of Directors for any purpose may be called at any timeby the Chairman of the Board, the President, or any two directors.

(b)

The Secretary shall give notice of any special meeting of the Board to all directors
either by first-class mail or courier at least four days in advance or by notice delivered
personally or by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, facsimile, or electronic-7-DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67

mail at least 48 hours in advance except that notice may be waived by any director as
set out in Section 5.4.
Section 5.4. Waiver of Notice.
(a)

The transactions of any meeting of the Board of Directors, however called and noticed
and wherever held, are as valid as though taken at a meeting duly held after regular calland notice if:(i)a quorum is present; and(ii)either before or after the meeting, each of the directors not present at the meeting
signs a written waiver of notice, a consent to holding the meeting, or an approvalof the minutes.

(b)

The waiver of notice or consent need not specify the purpose of the meeting.

(c)

The Secretary shall file all waivers, consents, and approvals with the Corporation’srecords or make them a part of the minutes of the meeting.

(d)Notice of a meeting is also deemed given to or waived by any director who attends themeeting without protesting before or at its commencement about lack of adequate
notice.

Section 5.5. Place of Regular and Special Meetings.
(a)Regular meetings of the Board of Directors may be held at any place within or outside
the State of California, as designated from time to time by action of the Board.

(b)

In the absence of such designation, regular meetings are held at the principal office of
the Corporation.

(c)Special meetings of the Board are held at any place within or outside of the State ofCalifornia, as designated in the notice of meeting or, if not stated in the notice or if
there is no notice, at the principal office of the Corporation.

(d)

Notwithstanding the provisions of Section 5.5(a)-(c), a regular or special meeting of theBoard of Directors may be held at any place consented to in writing by all Board
members, either before or after the meeting.

(e)

If consents are given, the Secretary shall file them with the minutes of the meeting.

Section 5.6. Meeting by Communications Technology.
(a)Any meeting, regular or special, may be held by conference telephone or similar
communications equipment, electronic video screen communication, or other electronictransmission as set out in Section 11.2 so long as all of the following apply:-8-

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(b)

(i)

each director participating in the meeting can communicate with all of the otherdirectors concurrently; and(ii)

each director is provided with the means of participating in all matters before theBoard, including the capacity to propose, or to interpose an objection to, a
specific action to be taken by the corporation.

All directors who participate in a meeting as described in Section 5.6(a) are deemed to
be present in person at the meeting.

Section 5.7. Presiding Officer.
(a)

The Chairman of the Board shall preside at all meetings of the Board of Directors.

(b)

In the absence of the Chairman of the Board, the Vice Chairman of the Board shallpreside at all meetings of the Board of Directors.

(c)

In the absence of the Vice Chairman, the President or, in his or her absence, anotherdirector chosen by the Board shall preside at all meetings of the Board of Directors.

Section 5.8. Quorum and Board Action.
(a)

Quorum. A quorum for the transaction of business by the Board of Directors, except toadjourn as set out in Section 5.9, is the presence at a meeting of:(i)a majority of the Board of Directors then in office, but only if:(ii)

a majority of the directors present are non-Hewlett Family Directors.

(b)

Action by the Board. Except as set out in law or these Bylaws, every act or decision
done or made by a majority of the directors present at a meeting held at which aquorum is present is the act of the Board of Directors.

(c)

No Quorum-Breaking. A meeting at which a quorum is initially present may continue
to transact business, notwithstanding the withdrawal of any director, if any action taken
is approved by at least a majority of the quorum required for meeting.

Section 5.9. Adjournment.
(a)Authority to Adjourn. A majority of the directors present, whether or not constituting
a quorum, may adjourn any meeting to another time and place.

(b)

Notice of Adjournment.
(i)

Notice of the time and place of holding an adjourned meeting need not be given,
unless the meeting is adjourned for more than 24 hours, in which case theSecretary shall give notice of the time and place before the time of the adjourned
meeting to the directors who were not present at the time of the adjournment.
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A director may waive notice of adjournment in the same manner as set forth in
Section 5.4.

Section 5.10. Action Without Meeting.
(a)

Any action required or permitted to be taken by the Board of Directors or by acommittee of directors may be taken without a meeting if all directors consent inwriting to that action.

(b)

An action by unanimous written consent has the same force and effect as a unanimous
vote of the Board of Directors.

(c)

The Secretary shall file unanimous written consents with the minutes of the meetings ofthe Board.
ARTICLE 6
COMMITTEES

Section 6.1. Committees of Directors.
(a)Designation of Committees. The Board of Directors may, by resolution adopted by amajority of the directors then in office, designate one or more committees comprising
two or more directors to serve at the pleasure of the Board.

(b)Committee Advisors.
(i)

The Board of Directors may invite nonvoting advisors to attend meetings of any
committee, make recommendations to a committee, or implement procedures andpolicies under supervision of the Board or a Board Committee.

(ii)

A committee advisor may be a director or a nondirector.

(c)Removal. Any member of or advisor to any committee may be removed, with orwithout cause, at any time by the Board.

(d)Powers of a Committee. Any committee, to the extent set out in the resolution of theBoard, may exercise all or a portion of the authority of the Board, except that nocommittee, regardless of the Board resolution, may:(i)

approve any fundamental transaction that, under the California Nonprofit Public
Benefit Corporation Law, shall be approved by the governing board (or themembership in the case of a membership corporation), for example, a sale of allof the Corporation’s assets, a merger of the Corporation into another entity, or
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fill vacancies on the Board of Directors or on any committee;(iii) amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws;(iv) amend or repeal any resolution of the Board which, by its express terms, is not soamendable or repealable;(v)

designate any other committees of the Board or appoint the members of any
committee;(vi) approve any self-dealing transaction under section 5233 of the California
Nonprofit Public Benefit Corporation Law except as set out in section 5233(d)(3)of California Nonprofit Public Benefit Corporation Law.
Section 6.2. Meeting and Action of Committees.
(a)

The Board of Directors may adopt rules for any committee not inconsistent with theprovisions of these Bylaws.

(b)

Unless otherwise determined by the Board, Committees may meet at any place withinor outside of the State of California, in person, by conference telephone or similar
communications equipment, electronic video screen communication, or other electronictransmission in compliance with Section 11.2.

Section 6.3. Executive Committee.
(a)

The Board shall appoint an Executive Committee comprising the President of the
Corporation and the Chairman of the Board of Directors and may appoint one or moreother additional directors to the Executive Committee to serve at the pleasure of theBoard.

(b)

The Chairman of the Board of Directors shall serve as Chair of the Executive
Committee for as long as he or she is Chairman of the Board.

(c)

The Executive Committee, unless limited by a resolution of the Board, has and may
exercise all the authority of the Board in the management of the business and affairs of
the Corporation between meetings of the Board, except on those matters enumerated in
Section 6.1(d).

(d)

The Board may designate one or more directors as alternate members of the Executive
Committee who may replace any absent member at any meeting of this Committee.

(e)

The Executive Committee shall report its decisions and actions to the Board no later
than the next regular Board meeting.

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Section 6.4. Audit Committee.
(a)

The Board shall appoint an Audit Committee comprising at least three directors andmay appoint nonvoting advisors.

(b)

Directors who are officers or employees of the Corporation or who receive, directly or
indirectly, any consulting, advisory, or other compensatory fees from the Corporation(other than for service as director) may not serve on the Audit Committee.

(c)

The Audit Committee shall perform the duties and adhere to the guidelines set forth in
the Corporation’s Audit Committee Charter as amended from time to time by the
Board, including without limitation:(i)selecting an independent auditor and terminating the auditor, if necessary(subject to the Board’s supervision);(ii)

negotiating the auditor’s compensation (subject to the Board’s supervision);(iii) conferring with the auditor regarding the Foundation’s financial affairs;(iv) reviewing and determining whether to accept the audit;(v)

assuring that any nonaudit services performed by the auditor conform withstandards for auditor independence referred to in section 12586(e)(1) of the
California Government Code; and(vi) approving performance of nonaudit services by the auditor.
(d)

A member of the Audit Committee may not receive compensation for his or her service
on the Audit Committee in excess of that provided to directors for their service on the
Board and may not have a material financial interest in any entity doing business with
the Corporation.

Section 6.5. Compensation Committee.
(a)

The Board shall appoint a Compensation Committee comprising at least three directors
and no one who is not a director.

(b)

Directors who are also employees of the Corporation may not serve on theCompensation Committee.

(c)Under section 12586(g) of the California Government Code and the applicableprovisions of federal law, the Compensation Committee shall review the compensationof the President, the Chief Financial Officer and Treasurer, and those other officers of
the Corporation whom the Compensation Committee determines it is appropriate toreview, annually and whenever a modification in compensation is proposed.

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The Compensation Committee’s review shall include an evaluation of the performanceof the officers and an analysis of appropriate comparability data.

(e)Based on its review, the Compensation Committee shall:

(f)

(i)

recommend to the Board just and reasonable compensation amounts for the
President; and(ii)

set just and reasonable compensation amounts for the other officers.

At the request of the Board or the President, the Compensation Committee shall review
any issue involving staff compensation and benefits, including without limitation
housing, health, and retirement plans.

Section 6.6. Nominating and Governance Committee.
(a)

The Board shall appoint a Nominating and Governance Committee comprising at least
three directors and no one who is not a director.

(b)

The Nominating and Governance Committee shall canvass and recommend prospective
candidates to fill vacancies on the Corporation’s Board of Directors.

(c)

The Nominating and Governance Committee, after consultation with the President andChairman of the Board, shall recommend candidates from among the directors to serveon the Board’s committees and to serve as chairs of each committee.

(d)

The Nominating and Governance Committee is also responsible for: planning for board
succession and evaluation; the orientation and self-evaluation of Directors; reviewing
and, when necessary, making recommendations regarding the Corporation’s Bylaws
and the Board’s policies and procedures, except when those duties have been assigned
to another committee; and other duties as prescribed by these Bylaws or the Board of
Directors.

Section 6.7. Investment Committee.
(a)

The Board shall appoint an Investment Committee comprising at least three directors
and that may include nonvoting advisors.

(b)

The Investment Committee shall formulate an investment policy objective for theinvestment program that is approved by the Board.

(c)

The Investment Committee shall review and approve any changes to the Corporation’s
long-term asset allocation targets and investment benchmarks.

(d)

The Investment Committee has the authority to make investment decisions and to takeaction to carry out such decisions as the Committee deems appropriate and in the bestinterests of the Corporation.
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The Investment Committee’s authority may be exercised by the Committee itself or
may be delegated to staff or outside investment professionals by the Committee.

(f)

The Investment Committee shall review the Corporation’s investment results against
the Corporation’s investment targets and policies.

(g)

The Investment Committee shall report to the Board at least annually or more
frequently at the request of the Board, or as deemed advisable by the Investment
Committee.
ARTICLE 7
OFFICERS

Section 7.1. Officers.
(a)

The Corporation has the following officers:(i)

Chairman of the Board;(ii)

Vice Chairman of the Board;(iii) President;(iv) Vice President;(v)

Secretary;(vi) Chief Financial Officer and Treasurer; and(vii) the other officers that the Board of Directors designates by resolution or who areappointed under Section 7.3.
(b)Officers need not be directors.

(c)

One person may hold two or more offices concurrently, except the offices of:(i)

Chairman and President;(ii)

President and Secretary; and(iii) President and Chief Financial Officer and Treasurer.
Section 7.2. Election and Term of Officers.
(a)

The Chairman of the Board, Vice Chairman, President, Secretary, and Chief Financial
Officer and Treasurer of the Corporation are chosen by the Board of Directors.

(b)Each officer of the Corporation serves at the pleasure of the Board, subject to therights, if any, afforded under that officer’s contract of employment.
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The Chairman of the Board serves a one-year term and may be elected to a total of six
terms.

Section 7.3. Subordinate Officers.
(a)

The Board of Directors may appoint, and may authorize the President or any otherofficer to appoint, any other officers that the business of the Corporation requires.

(b)

Each subordinate officer has the title, holds office for the period, has the authority, andshall perform the duties prescribed by these Bylaws or by the Board of Directors.

Section 7.4. Removal of Officers. Subject to rights, if any, under any contract of employment, any officer
may be removed, with or without cause:(a)by the Board of Directors; or(b)except in the case of an officer chosen by the Board of Directors, by an officer onwhom the power of removal has been conferred by the Board of Directors.

Section 7.5. Resignation of Officers.
(a)An officer may resign at any time by giving written notice to the Chairman of theBoard, the President, the Secretary of the Corporation, or the Board of Directors.

(b)

An officer’s resignation takes effect at the date of receipt of the notice or at any latertime specified in the notice.

(c)Unless otherwise specified in the notice, the acceptance of the resignation is notnecessary to make it effective.

(d)An officer’s resignation is without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.

Section 7.6. Vacancies in Office.
(a)

A vacancy in any office because of death, resignation, removal, disqualification, or any
other cause may be filled only in the manner prescribed in these Bylaws for regularappointments to that office.

Section 7.7. Responsibilities of Officers.
(a)

Chairman of the Board.
(i)

The Chairman of the Board shall preside at all meetings of the Board of Directors
and the Executive Committee and perform any duties usually incident to suchoffice and prescribed by these Bylaws or by the Board of Directors.

(ii)

The Chairman shall confer and consult with the President in preparation for all
meetings of the Board and serve as an ongoing resource for the President.
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DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67(iii) The Chairman shall, as set out in Section 6.3(b), serve as Chair of the Executive
Committee and serve as a nonvoting member on each of the other committees
listed in Article 6 of these Bylaws.
(b)

(c)

Vice Chairman.
(i)

The Vice Chairman of the Board shall, in the absence of the Chairman of theBoard, preside at all meetings of the Board of Directors.

(ii)

The Vice Chairman has the other powers and shall perform the other duties
prescribed by these Bylaws or by the Board of Directors.

President.
(i)

The President is the chief executive officer of the Corporation.

(ii)

The President is responsible to the Board of Directors, shall see that the Board isadvised on all significant matters of the Corporation’s business, and shall see that
all orders and resolutions of the Board are carried into effect.

(iii) The President may act for, speak for, or otherwise represent the Corporation
between meetings of the Board within the boundaries of policies and purposes
established by the Board and as set forth in the Articles of Incorporation andthese Bylaws.
(iv) The President is responsible for keeping the Board informed about the executionof program objectives and for implementing any personnel policies adopted by
the Board.
(v)

If the President becomes temporarily unable to perform the duties of that officeby reason of disability or prolonged absence, the Board of Directors shall, byresolution of the majority of Directors then in office, appoint an interim President
until the return, removal, or resignation of the President. The interim President
may be a current officer or any other person nominated by a director for that
purpose.

(vi) The President has the other powers and shall perform the other duties prescribedby these Bylaws or by the Board of Directors.
(e)Vice President. The Vice President shall perform such functions related to planning,
programs, and the operations of the Foundation as are delegated to him or her by the
President.

(f)Secretary. The Secretary shall perform the following duties, any of which theSecretary may delegate to subordinate officers or agents:- 16 -

DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67(i)

Book of Minutes. The Secretary shall keep or cause to be kept, in accordancewith these Bylaws, a book of minutes of all meetings and actions of the Board of
Directors and committees of directors, with the time and place of holding regularand special meetings, and if special, how authorized, the notice given, the namesof those present at such meetings, and the proceedings of such meetings.

(ii)

Notices. The Secretary shall give, or cause to be given, notice of all meetings ofthe Board of Directors required by the Bylaws to be given.

(iii) Seal. The Secretary shall keep the seal of the Corporation in safe custody.
(iv) Other Duties. The Secretary has the other powers and shall perform the otherduties prescribed by these Bylaws or by the Board of Directors.
(g)Chief Financial Officer and Treasurer. The Chief Financial Officer and Treasurer(CFO/Treasurer) is the chief financial officer of the Corporation and shall perform thefollowing duties, any of which the CFO/Treasurer may delegate to subordinate officers
or agents:(i)

Books of Account. The CFO/Treasurer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of theproperties and business transactions of the Corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, and other matterscustomarily included in financial statements.

(ii)

Deposit and Disbursement of Money and Valuables. The CFO/Treasurer shalldeposit, or cause to be deposited, all money and other valuables in the name andto the credit of the Corporation with such depositories as may be designated by
the Board of Directors; and shall disburse, or shall cause to be disbursed, fundsof the Corporation as may be ordered by the Board of Directors.

(iii) Reporting. The CFO/Treasurer shall, whenever requested by the Board of
Directors or the President, render an account of all financial transactions and of
the financial condition of the Corporation and present and report accurate andtimely historical financial information of the Corporation.
(iv) Other Duties. The CFO/Treasurer has the other powers and shall perform theother duties prescribed by these Bylaws or by the Board of Directors.

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DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67

ARTICLE 8
RECORDS AND REPORTS
Section 8.1. Maintenance of Articles and Bylaws.
(a)

The Corporation shall keep at its principal office the original or a copy of its Articles ofIncorporation and Bylaws as amended to date.

Section 8.2. Maintenance of Other Corporate Records.
(a)

The Corporation shall keep its accounting books and records and minutes of theproceedings of the Board of Directors and any committees of the Board of Directors at
the principal office of the Corporation or at another place designated by the Board of
Directors.

(b)

The Corporation shall keep its accounting books and records and minutes of theproceedings of the Board of Directors and any committees of the Board of Directors ineither written or typed form or in any other form capable of being converted into
written, typed, or printed form.

Section 8.3. Inspection By Directors.
(a)Every director has the absolute right at any reasonable time to inspect all books,
records, and documents of every kind and the physical properties of the Corporationand each of its subsidiary corporations.

(b)

A director’s right of inspection includes:(i)in-person inspection by the director or by an agent or attorney; and(ii)

the right to copy and make extracts of documents.

Section 8.4. Annual Report.
(a)Duty to Report. The CFO/Treasurer shall cause an annual report to be distributed to
the Board of Directors at the next board meeting after the completion of theaudited financials, and not later than 210 days after the close of the Corporation’s
fiscal year.

(b)

Required Contents of Annual Report. The annual report must contain, in appropriate
detail, the following information:(i)the assets and liabilities, including the trust funds, of the Corporation as of theend of the fiscal year;(ii)

the principal changes in assets and liabilities, including trust funds, during the
fiscal year;- 18 -

DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67(iii) the revenue or receipts of the Corporation, both unrestricted and restricted toparticular purposes, as of the end of the fiscal year; and(iv) the expenses or disbursements of the Corporation, for both general and restrictedpurposes, during the fiscal year.
Section 8.5 Annual Statement of Certain Transactions and Indemnifications. The Corporation shall
include in its Annual Report, or shall separately prepare and distribute to each director, anannual statement of the amount and circumstances of any transaction or indemnification of
the following kinds:(a)

any transaction in which the Corporation was a party, and in which any director or
officer of the Corporation had a direct or indirect financial interest (a mere common
directorship not being considered a relevant financial interest); and(b)

any indemnifications or advances paid during the fiscal year to any director of officerof the Corporation under Article 10 of these Bylaws, unless the indemnification wasapproved under Section 10.1.

ARTICLE 9
CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS
Section 9.1. Contracts With Directors and Officers.
(a)

A director or officer of the Corporation—or of any other corporation, firm, association,or other entity in which one or more of this Corporation’s directors or officers are
directors or have a material financial interest—is considered to be interested, directly or
indirectly, in a contract or other transaction with the Corporation, unless:(i)the material facts regarding the director’s or officer’s financial interest in thecontract or transaction or regarding such common directorship, officership, or
financial interest are fully disclosed in good faith and are noted in the minutes or
are known to all directors prior to consideration by the Board of Directors of thecontract or transaction;(ii)

the contract or transaction is authorized in good faith by a majority of the Board
by a vote sufficient for that purpose without counting the vote or votes of any
interested directors;(iii) prior to authorizing the contract or transaction, the Board considers and in goodfaith determines after reasonable investigation under the circumstances that the
Corporation could not obtain a more advantageous arrangement with reasonable
effort under the circumstances; and- 19 -

DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67(iv) the Corporation enters into the contract or transaction for its own benefit and thecontract or transaction is fair and reasonable to the Corporation at the time the
Corporation enters into it.
(b)

The provisions of Section 9.1(a) do not apply to;(i)an action of the Board fixing the compensation of a director as a director or
officer of the Corporation;(ii)

a contract or transaction that is part of an educational or charitable program of the
Corporation if the program:(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 directors or officers or their families
because they are in the class of persons intended to be benefited by theeducational or charitable program of the Corporation; or(iii) a transaction of which the interested director or directors have no actual
knowledge, and which does not exceed the lesser of 1% of the gross receipts of
the Corporation for the preceding fiscal year or $100,000.
Section 9.2. Loans to Directors and Officers.
(a)

The Corporation shall not make any loan of money or property to or guarantee theobligation of any director or officer unless approved by the Attorney General of theState of California.

(b)

Notwithstanding the provisions of Section 9.2(a), the Corporation may advance money
to a director or officer of the Corporation for expenses reasonably anticipated to be
incurred in the performance of the duties of that director or officer if, in the absence ofan advance the director or officer would be entitled to be reimbursed for such expenses
by the Corporation.
ARTICLE 10
INDEMNIFICATION AND INSURANCE

Section 10.1. Indemnification.
(a)

For purposes of Article 10, a “Corporate Agent” means a person
(i)
(ii)

(b)

who is or was a director, officer, employee, or agent of the Corporation; or
who is or was serving at the request of the Corporation as a director, officer,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise.

For purposes of Article 10, a “Covered Person” means a person who is or was a party,- 20 -

DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67

or is threatened to be made a party, to any action or proceeding by reason of the factthat person is or was a Corporate Agent.
(c)This Corporation shall indemnify any Covered Person against expenses (including
without limitation attorneys’ fees and any expenses of establishing a right toindemnification), judgment, fines, settlements, and other amounts actually andreasonably incurred in connection with a proceeding (whether a threatened, pending, orcompleted action or proceeding, whether civil, criminal, administrative, orinvestigative) to the full extent permitted under the California Nonprofit Public Benefit
Corporation Law.

(d)

The Board of Directors, by majority vote of a quorum of directors who are not parties
to the action or proceeding, shall determine whether the applicable standard of conduct
set forth in the California Nonprofit Public Benefit Corporation Law has been met inconnection with determining whether indemnification is available to a Covered Person.

(e)

The indemnification described in this Section 10.1:(i)is not exclusive of any other rights to which those indemnified may be entitled,
and

(ii)

continues as to a person who no longer serves in the position that entitled him or
her to indemnification; and(iii) inures to the benefit of the heirs, executors, and administrators of a person
entitled to indemnification.
Section 10.2. Advancement.
(a)

The Corporation shall advance to a Covered Person expenses incurred in defending any
proceeding prior to the final disposition of the proceeding to the full extent permitted
under the California Nonprofit Public Benefit Corporation Law.

(b)

An advancement under Section 10.2(a) is not considered a loan prohibited by Section
9.2(a).

Section 10.3. Insurance.
(a)

The Corporation shall purchase and maintain insurance on behalf of each Corporate
Agent against any liability asserted against or incurred by that Corporate Agent due tohis or her actions or status as a Corporate Agent, whether or not the Corporation would
have the power to indemnify the Corporate Agent against that liability under Section
10.1.

(b)

Notwithstanding the provisions of Section 10.3(a), the Corporation may not purchaseor maintain insurance to indemnify a Corporate Agent for any self-dealing transactions,as described in the California Nonprofit Public Benefit Corporation Law.
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DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67

ARTICLE 11
ADMINISTRATIVE PROVISIONS
Section 11.1. Interpretation, Construction, and Definitions.
(a)Unless the context requires otherwise, the general provisions, rules of interpretationand construction, and definitions in the California Nonprofit Public Benefit
Corporation Law govern the construction of these Bylaws.

(b)Without limiting the generality of Section 11.1(a), the masculine gender includes the
feminine and neuter, the singular number includes the plural, and the plural number
includes the singular.

(c)References to “Article” or “Section” without elaboration refer to the numbered articles
and sections of these Bylaws.

Section 11.2. Electronic Transmissions.
(a)

The terms “written” and “in writing” as used in these Bylaws mean any form ofrecorded message in the English language capable of comprehension by ordinary visualmeans, including without limitation electronic transmissions such as facsimiletransmission or email, unless otherwise set out in these Bylaws and subject to any
guidelines and procedures that the Board of Directors may adopt from time to time.

(b)

The following conditions apply to the Corporation’s use of electronic transmissions:(i)for electronic transmissions from the Corporation, the Corporation has obtained
an unrevoked written consent from the recipient to the use of such means ofcommunication;(ii)

for electronic transmissions to the Corporation, the Corporation has in effectreasonable measures to verify that the sender is the individual purporting to havesent such transmission; and(iii) an electronic transmission must create a record that can be retained, retrieved,
reviewed, and rendered into clearly legible tangible form.
Section 11.3. Amendments.
(a)

These Bylaws may only be adopted, amended, or repealed by a majority vote of thedirectors then in office.

(b)

No amendment of the Articles or Bylaws may extend the term of a director beyond thatfor which the director was elected or shorten the term for which a director was elected.

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DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67

Section 11.4. Members.
(a)

The Corporation has no members within the meaning of the California Nonprofit
Public Benefit Corporation Law.

(b)

The Board of Directors may, however, establish one or more classes of nonvoting
members with the privileges and obligations as it deems appropriate.

Section 11.5. Fiscal Year.
(a)

The fiscal year of the Corporation ends on December 31 of each year.

(b)

The Board of Directors may change the fiscal year by resolution and in accordancewith applicable law.
{Certification on next page.}- 23 -

DocuSign Envelope ID: 36C8442A-D24F-41FC-B486-0500622B7B67

I certify that the foregoing Amended and Restated Bylaws of The William and Flora Hewlett
Foundation were adopted by the Board of Directors on September 8, 2021 and effective September 8,2021.

______________________________
Secretary of the Corporation
9/8/2021______________________________
Date- 24 -