Constitution

BYLAWS OF GLOBAL FUTURE CITIES INDUSTRY ALLIANCE

ARTICLE I PRINCIPAL OFFICE

The principal office of this corporation shall be located in the county of Los Angeles, California.

ARTICLE II MEMBERSHIP

Section 1. Voting Members

This corporation shall have one class of members with voting rights as specified in Section 5056 of the California Nonprofit Corporation Law and these Bylaws (the “Voting Members”). The qualifications or eligibility requirements for membership and the rights and obligations of Voting Members shall be as provided in these Bylaws or under applicable law. Voting membership in this corporation shall be limited to the persons described in Section 3 of this Article II.

Section 2. Non-Voting Members

This corporation shall also have one or more categories of non-voting associates who shall pay dues, but shall not be “members” within the meaning of Section 5056 of the California Nonprofit Corporation Law (the “Non-Voting Members”). The Board of Directors shall, by resolution, establish such category or categories of Non-Voting Members, provide for their rights and obligations, and the dues each category shall pay. Non-Voting Members shall be eligible to be elected to the Board of Directors of this corporation, to serve as an officer or on its Advisory Committees, and to participate in and attend programs conducted by this corporation. The terms “member” and “membership,” as used in these Bylaws, shall not refer to Non-Voting Members.