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BY-LAWS
                                                              OF
                                               FRIENDS  ,OF  HART  PARK
                                      A  California-Nonprofit  Corporation





                                                        ARTICLE  I
                                                         PURPOSES

               Section  1.        PREAMBLE.         This  corporation  is  a  nonprofit  public
               benefit  corporation  and  is  not  organized  for  the  private  gain  of
               any  person.        It  is  organized  under  the  Nonprofit  Public  Benefit
               Corporation  Law  for  public  purposes  filed  under  #1060991  on
               December  2,  1981.

               Section  2.       PRIMARY  PURPOSES.           The  specific  and  primary  purpose
               of  this  corporation  is  to  assist  the  Los  Angeles  County
               Department  of  Parks  and  Recreation,  the  Museum  of  Natural
               History,  and  such  other  Los  Angeles  County  and  State  of
               California  agencies  in  the  preservation,  maintenance,  operation
               and  -such  other_  functions  as  shall  be  required  of  the  William  s.
               Hart  Park  and  Museum,  located  in  Newhall,  California.



                                                        ARTICLE  II
                                                  PLACE  OF  BUSINESS

               The  principal  office  for  the  transaction  of  business  of  the
               corporation  shall  be  located  at  such  place  or  places  within  the
               County  of ·  Los  Angeles,  State,  of  California,  as  the  Board  of
              Directors  shall  from  time  to  time  determine.


                                                      ARTICLE  III
                                               DIRECTORS  - MANAGEMENT


              Section  1.        POWERS.  Subject  to  the  limitations  of  the  Articles
              of  Incorporation,  of  the  By-Laws,  and  of  the  laws  of  the  State  of
              California,  all  corporate  powers  shall  be  exercised  by  or  under
              the  authority  of,  and  the  business  and  affairs  of  this
              corporation  shall  be  controlled  by,  a  Board  of  Directors.


              Section  2.          NUMBER  OF       DIRECTORS.         The  authorized  number  of
              directors  of  the  corporation  shall  be  not  less  than  nine  (9)  or
              more  than  fifteen  (15)  until  changed  by  amendment  to  this  Section
              2,  Article  II,  of  these  By-Laws.              In  addition,  the  immediate  past
              President  of  the  corporation  shall  serve  as  an  ex-officio  member
              of  the  board.

              Section  3.        ELECTION  AND  TENURE  OF  OFFICE.              The  directors  shall



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