Section 1. The name of the Association shall be

AMERICAN AUTOMOBILE ASSOCIATION OF NORTHERN CALIFORNIA, NEVADA & UTAH

Purposes

Section 2. The purposes of the Association shall be those as set forth in the Articles of Incorporation as now existing or as the same may be hereafter amended.

Membership

Section 3. Any person who is a resident of the territory served by the Association may apply for membership in accordance with the application, approval and acceptance procedures authorized from time to time by the

Association. By accepting membership, each member agrees to abide and be governed by the Bylaws of the Association and by such rules and regulations governing membership as may be prescribed by the Directors, and to pay the appropriate enrollment fees and dues as set by the Directors.

There shall be two classes of memberships, namely, Corporate and Individual. There shall be only one Corporate membership and it shall be issued to and held by AAA Club Partners, Inc., a non-profit corporation (“ACP”). Concurrently with the issuance of such Corporate membership, the Association and ACP shall enter into a partner club agreement (“Partner Club Agreement”) setting forth the terms and conditions of the Association’s participation in the enterprise described therein. There shall be four categories of Individual memberships, namely, Primary, Associate, Honorary, and Complimentary.

(a) Primary members are those individuals who have been enrolled as members in accordance with rules and regulations as may be prescribed by the Directors, and whose enrollment fees and dues have been paid. The Directors may establish Primary memberships for a fixed period or for life.

(b) An Associate member is an individual who resides in the household of a Primary, Complimentary or Honorary member, has been enrolled as a member in accordance with such rules and regulations as may be prescribed by the Directors, whose enrollment fees and dues have been paid, and who is also either: (i) the spouse of a Primary, Complimentary or Honorary member or, in the alternative, one other adult who requests Associate member status, or (ii) a dependent child of a Primary, Complimentary or Honorary member. Associate memberships shall be issued only in conjunction with a membership of another class, and shall terminate upon the termination of the membership in conjunction with which it was issued. Provided, however, that in the event of the termination of the membership in conjunction with which it was issued, an Associate membership shall remain in force for the period for which dues have been paid and accepted, but shall not be eligible for reinstatement or renewal as an Associate membership. Associate memberships shall be subject to such dues, fees, rules and regulations as may be prescribed by the Directors.

(c) Honorary members shall be selected from among individuals who have distinguished themselves in the field of public service, or who have made a substantial contribution to the advancement of the Association. Honorary memberships, (i) shall be issued at the discretion of the Directors for such periods as they shall deem appropriate, (ii) shall be exempt from dues or fees, and (iii) shall not exceed 250 in number at any one time.

(d) Complimentary members shall be individuals who have retired from employment under the Retirement Pension Plan of the Association or the American Automobile Association of Northern California, Nevada & Utah Insurance Exchange, and who (i) were members in good standing at the time of retirement, and (ii) whose years of membership when added to years of such employment equaled twenty-five (25) years at the time of retirement and shall include surviving spouses of such retired employees. Complimentary membership shall be exempt from dues or fees.

(e) Each Individual member shall be entitled to one (1) vote on the matters specified in Section 19(a) of these Bylaws. Such vote may be cast in person or by proxy. Except as otherwise specified in these Bylaws, all members shall have the same rights with respect to voting, dissolution and redemption. No membership may be transferred.

(f) Except as otherwise specifically provided, the formalities of application for membership, the amounts of fees and dues where applicable for respective categories and classes of members, the time for payment of said fees and dues, if any, the conditions under which enrollment fees of Primary or Associate members shall be paid or waived, and the rules and regulations incidental to memberships of various classes and categories and the scope of services and benefits incidental thereto shall, from time to time, be determined by the Directors.

(g) In these Bylaws, unless the context otherwise requires, the singular shall include the plural, the masculine shall include the feminine and neuter, and vice versa.

Termination of Membership

Section 4. (a) Primary and Associate memberships shall automatically terminate upon expiration of the period of time for which dues have been paid and accepted. Memberships exempt from dues and fees shall automatically terminate at the end of the year in which issued or renewed. Except as otherwise provided in these Bylaws, a membership may be renewed prior to automatic termination or may be reinstated within a period of sixty (60) days following such termination, upon such terms and conditions and subject to such rules and regulations governing renewal and reinstatement of membership as may be prescribed by the Directors. Any member may at any time voluntarily resign by giving appropriate notice to the Association. A membership shall terminate upon the resignation or death of the member, or as in subsection (b) hereof provided.

(b) The Directors may cause the termination of the membership of any Individual member for conduct deemed by them harmful to the welfare, standing or best interests of the Association, and may prescribe rules, regulations and directions for the termination of such membership by reason of such conduct. The member shall be given at least fifteen (15) days’ prior notice of such termination and the reasons therefor and shall be provided an opportunity to be heard, orally or in writing, at least five (5) days before the effective date of the proposed termination, by a person or body designated by the Board and authorized to decide that the proposed termination not take place. The individual member whose membership has been so terminated shall upon written request made within thirty (30) days of such termination be given an opportunity to be heard before a committee (a “Hearing Committee”) of three (3) Primary members of the Association in good standing who have been members for not less than five (5) consecutive years immediately preceding the hearing, one (1) member to be appointed by the Chair of the Board, and one (1) appointed by the aggrieved member, and the third to be selected by the two appointed committee members. The finding of such a Hearing Committee shall be binding upon both parties to the issue. Such hearing shall be held at the Main Office or the Association’s District Office selected by the aggrieved member. Upon a finding in favor of the aggrieved member, his or her membership shall be reinstated as of the date of its termination.

(c) No membership shall be terminated solely for advocacy of any position with regard to the Association’s activities.

(d) Upon termination of membership pursuant to any provision of these Bylaws, the rights of such member to the privileges of the Association and any financial interest therein shall terminate. All properly paid enrollment fees and dues previously paid by such terminating member shall be deemed fully earned by the Association upon receipt from such member. Refunds, if any, shall be made at the sole discretion of the Association.

Annual Meetings

Section 5. (a) There shall be a regular annual meeting of the Individual members of the Association for the election of Directors, and for the transaction of such other business as may come before them, on a date on or before April 30th of each year determined by the Board of Directors. The Board of Directors shall determine the place of the annual meeting.

(b) The order of business shall be determined by the presiding officer.

(c) Voting may be by individual ballot, roll call vote, voice vote or such other means as shall be determined by the presiding officer. Every member entitled to vote at a membership meeting may, by means of a proxy, appoint a person or persons to attend and act on his or her behalf at the meeting. No member, whether individually present and voting or represented by proxy, may cumulate his or her votes.

(d) All proxies signed or filed with the Secretary after the adoption of this Bylaw shall be on forms prepared and furnished by the Association. No proxy shall be exercised for any purpose unless it has been signed, dated and filed with the Secretary not later than the opening of polls for the election of Directors at a regular annual meeting, or the opening of polls for the first contested issue at any special meeting, and if so filed, shall be taken to be prima facie valid and effective to permit the holder to cast as many votes as there are such proxies held by him. The validity of all proxies, the rightful exercise thereof by the proxyholders and the results of the voting, shall be subject to later verification and certification by the Secretary. If the Secretary certifies that because of invalidity of proxies or wrongful exercise thereof, there were insufficient votes validly cast to support the result of any voting, the result of such voting shall be null and void.

(e) The form of proxy shall, in addition to the names of the specific proxyholders which may be preprinted thereon, provide space for the designation of any person or persons as proxyholder. Each proxy shall designate the period of time for which it shall remain in effect. Members desiring forms of proxy in quantity may obtain them at cost.

Proxy forms shall be accompanied by a statement informing the member of his or her right at any time to revoke his or her proxy, to substitute a new proxy of later date designating any person or persons as his or her proxyholder, to attend all meetings of the members and to vote in person whether or not a proxy has previously been given. Such statement shall also be published in the official publication as part of the notice of the annual meeting of the members.

Notice of Regular Annual Meeting

Section 6. Notice of the regular annual meeting shall be given to each Primary member and the Corporate member not less than forty (40) days in advance of the meeting. Notice of the meeting printed in the Association’s official publication and therein mailed or otherwise sent to each Primary member and the Corporate member not less than forty (40) days in advance of the meeting shall be sufficient notice. Notice to Primary members as herein provided shall constitute notice to Associate members.

The notice shall contain the following:

(a) Date, time and location of the annual meeting of members. (b) General purpose of the meeting.

(c) Names of nominees for Directors proposed by the Nominating Committee or nominated by petition and approved by the Nominating Committee pursuant to Section 10, together with suitable biographical information for each nominee.

(d) A copy of the proxy form and proxy information statement.

Special Meetings

Section 7. Special meetings of members may be called by the Board, the Chair of the Board, the Chief Executive Officer, or the Individual members upon written petition of the members filed with the Secretary as hereinafter provided. To be valid such petition shall set forth the purposes of the meeting and shall be personally signed and dated by Individual members, (a) who are in good standing at the time of filing of the petition with the Secretary, (b) each of whom and whose signature shall be further identified and verified thereon by his or her membership number and address, and (c) whose number shall be not less than one and one-quarter percent (1¼%) of the membership of the Association at the time of filing. Special meetings shall be convened within ninety (90) but not sooner than thirty-five (35) days after such call or filing; provided, however, that no special meeting shall be called solely with respect to any matter which is not appropriate for action by the membership. The Board shall have the authority to set the specific date of any special meeting called pursuant to this section. The publication of notice and the conduct of special meetings and the voting procedure to be followed shall be the same as prescribed by these Bylaws for regular annual meetings. No business other than that stated in the notice shall be transacted at such special meeting.

Conduct of Meetings

Section 8. (a) A quorum at any meeting of the membership shall consist of Individual members present in person or by proxy whose number shall be not less than one and one-quarter percent (1¼%) of the total number of Individual members in good standing and entitled to vote. No business may be transacted unless a quorum is present, except to adjourn.

(b) The Board of Directors may appoint an Election Committee consisting of a chair and two or more ballot clerks to conduct the voting at any meeting of members. The Board may also appoint one or more Inspectors of Election in advance of any meeting of members.

(c) The Board of Directors or the Presiding Officer may appoint a Parliamentarian to assist the presiding officer in the conduct of all meetings of the members. The Parliamentarian, if any, shall be generally guided by Robert’s Rules of Order.

Directors

Section 9. (a) Subject to Section 19(c), the general management of the policy, affairs, funds, and property of this Association shall be vested in a Board of no less than seven (7) and no more than thirty (30) Directors, the exact number thereof to be determined from time to time by resolution of the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. No later than June 30 of each year the Board of Directors shall make a determination of the number of Directors that will stand for election at the next regular annual meeting. The Board of Directors may revise the determination of the number of Directors that will stand for election at the next regular annual meeting at any time on or before the earlier of (i) the date nominations close as provided in Section 10(d) or (ii) the time of delivery to the Secretary of a valid petition for nomination pursuant to Sections 10(b) and 10(c). The Chief Executive Officer of the Association shall be an ex officio voting Director and shall be included within the not less than seven (7) and no more than thirty (30) Directors. As an ex officio Director, the Chief Executive Officer shall not be nominated pursuant to Section 10 or stand for election as provided in this section. Other than the Chief Executive Officer, and except as otherwise provided pursuant to this subsection (a), no person shall be elected or serve as a Director of the Association unless he or she: (i) is, at the time of election or appointment, a member in good standing of the Association or one of its subsidiaries, (ii) is, and has, for at least the preceding twelve (12) consecutive months, been a member of the Association or other automobile club which is an organization member of the American Automobile Association, unless this requirement is waived by the Board of Directors, and (iii) is in full compliance with the Association’s Code of Conduct , as amended from time to time. No person shall be elected or serve as a Director if (i) his or her business consists primarily of producing or selling fuel for automobile consumption; manufacturing or selling automobiles; or constructing roads or highways, (ii) he or she serves as an employee, director or officer in the property or casualty insurance business with a competitor of the Association, the American Automobile Association of Northern California, Nevada & Utah Insurance Exchange (the “Insurance Exchange”), or one of their respective affiliates or subsidiaries (or beneficially owns the equity of any such business other than as a passive investor), (iii) he or she serves as a representative of, or was nominated by or at the behest of, any third-party organization or entity that may have a potential material conflict of interest with the Association, or (iv) he or she is an employee (other than a corporate officer) of the Association, the Insurance Exchange, or one of their respective affiliates or subsidiaries. Except as hereinafter provided, no person shall be elected as a Director, or if so elected continue to serve, if holding a Federal, State, County or City office; provided, however, that a person shall not be so disqualified by reason of holding a public administrative or quasi-legislative office in the execution of which he or she will not be called upon to affect any matter which is within the purview of the purposes, functions, activities or policies of the Association.

(b) At each regular annual meeting of the membership, the number of Directors determined by the Board pursuant to subsection (a) hereof shall be elected. The Directors shall be divided into three classes, as nearly equal in number as possible. The term of each Director shall be for three (3) years (unless a lesser term is specified by the Board of Director when filling any newly created directorships resulting from an increase in the authorized number of directors), and until Directors have been elected and qualified at the regular annual meeting of the membership in the third (3rd) year following the year of his or her election.

(c) The minimum number of directors from each Club Area shall be proportionate to the number of AAA members in each Club Area. In the case of AAA Arizona its “Club Area” shall mean all the geographic area within the borders of the state of Arizona. In the case of AAA MountainWest, Inc., the “Club Area” shall mean the geographic region of Montana, Wyoming and Alaska. In the case of AAA NCNU, the “Club Area” shall mean the geographic region of Northern California, Nevada & Utah.

(d) In the event of the death, permanent incapacity or withdrawal of a nominee who has been duly nominated as provided in Section 10, such nominee’s name shall remain in nomination and shall be voted upon at the regular annual meeting as if said nominee were a viable candidate. If the votes cast for such nominee’s name are sufficient that he would have been elected to office if running, he shall be considered to have been elected, and to have died, become incapacitated or resigned after entering upon the term of office, thereby creating a vacancy. The vacancy thereby created shall be filled in accordance with the provisions of Section 13(a).

(e) If after the close of nominations the number of nominees is not more than the number of directors to be elected, no election shall be held and those nominated and qualified to be elected shall be deemed and declared to have been elected.

Nomination of Directors

Section 10. At any meeting of members, no person shall be eligible for election to the Board unless nominated in accordance with the provisions of this section.

(a) No later than the first day of July of each year, the Chair of the Board shall appoint and the Board of Directors shall ratify a Nominating Committee composed of members of the Board of Directors. The Nominating Committee will propose nominees for Board service. On or before the date nominations close as hereinafter provided in subsection (d), the Nominating Committee shall submit to the Secretary a list of nominees which shall contain at least as many names as there are Directors to be elected at the next regular annual meeting. If the Board revises its determination of the number of Directors that will stand for election at the next regular annual meeting at any time after the Nominating Committee submits a list of nominees to the Secretary, the Nominating Committee may, on or before the date nominations close as hereinafter provided in subsection (d), submit to the Secretary a revised list of nominees which shall contain at least as many names as there are Directors to be elected at the next regular annual meeting. Any member may submit the name and qualifications of a candidate to the Nominating Committee for its consideration by supplying the Association’s Secretary with the necessary biographical information.

(b) Nominations may also be made by petition of members, subject to review and approval by the Nominating Committee as provided in Section 10(e), provided that to be valid any such petition for nomination shall comply with the following: (i) it must be in writing, and in the form approved in advance by the Secretary, (ii) it must be delivered to the Secretary not earlier than thirty (30) days prior to, nor later than, the date nominations close as hereinafter provided in subsection (d), (iii) it must be personally signed and dated by individual members who shall have voting rights at the time of such delivery to the Secretary and whose signatures have been obtained subsequent to the date of the previous regular annual meeting, each of whom and whose signature shall be further identified and verified thereon by his or her membership number and address, (iv) the number of signatures required on said petition shall be not less than one tenth of one percent (1/10 of 1%) of the membership of the Association at the time of filing, and (v) the petition is accompanied by written consent of such nominee by him or her executed and acknowledged, to serve if elected, together with the documents required by Section 10(e).

(c) A member or members who wish to submit a petition for nomination must contact the Secretary at least 45 days in advance of the first solicitation of member signatures (x) to obtain the current, approved form of petition and documents required by Section 10(e), and (y) to provide to the Secretary copies of all written materials and scripts to be used in solicitation of member signatures. Member signatures obtained without timely compliance with these requirements will not be counted.

(d) Nominations for the Board of Directors shall close one hundred and twenty (120) days before the day directors are to be elected.

(e) In making nominations or approving petitions for nomination, the Nominating Committee shall review the qualifications, skills, experience, capabilities, background, character and personal attributes of potential nominees, and shall be entitled to make or approve nominees in its sole discretion, based on its consideration of the best interests of the Association and its membership. Such review shall give due consideration, among other factors, to the independence of nominees (other than the Chief Executive Officer), the availability of nominees to serve, and the degree to which the nominees, together with incumbent board members as a whole, reflect a broad spectrum of the communities in which the Association operates, including appropriate diversity of experience, skills, age, gender, ethnicity, geography, disability, and other relevant considerations. To aid this review, the Nominating Committee may require nominees to submit accurately completed and executed director questionnaires, in connection with their initial nomination and annually thereafter, in such form as may be provided by the Nominating Committee, together with other relevant documentation that the Nominating Committee may require in its sole discretion. In the case of petitions for nomination, the Nominating Committee shall review the questionnaire and documentation submitted with the petition under Section 10(b), together with such other information as is available to the Nominating Committee relating to the proposed nominee, and upon consideration of such information, shall approve or disapprove the proposed nominee taking into account the factors set forth above. (f) The names of nominees by petition who are approved by the Nominating Committee pursuant to Section 10(e) shall be furnished to all members as provided in Section 6 and shall be shown as nominated by petition. The approval by the Nominating Committee of a nominee by petition shall not be construed or presented as an endorsement or recommendation of such nominee by the Nominating Committee unless the Nominating Committee makes such an endorsement or recommendation pursuant to the proxy statement furnished as provided in Section 6. Pursuant to such proxy statement, the Nominating Committee alternatively may decline to endorse or recommend a nominee by petition, may recommend against the election of a nominee by petition, or may endorse or recommend its own nominee or nominees as an alternative or in opposition to the nominee by petition.

Meetings of the Board of Directors

Section 11. (a) Regular meetings of the Board of Directors shall be held not less than four (4) times during each year at such times and at such varying places within the Association’s and its subsidiaries’ service areas as the Board may determine by resolution, or at such other time and place as may be designated by the Chair of the Board.

(b) The Chair or Vice Chair of the Board may call special meetings of the Board at a time and place by him or her designated. A special meeting must be called upon the written request of six (6) members of the Board.

(c) The Secretary shall notify each member of the Board of Directors of a special meeting by mailing to his or her last known post office address, first class postage prepaid, at least four (4) days before any such meeting, a written or printed notice thereof, giving the time, place and purpose of such meeting. A special meeting may be held upon forty-eight (48) hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.

(d) Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors.

(e) A majority of the number of Directors then in office shall constitute a quorum for the transaction of business, and except as otherwise provided in these Bylaws, every resolution passed by vote of a majority of Directors present when duly assembled shall be a valid, corporate act. Unless a quorum is present, no business may be transacted other than to adjourn the meeting to another time without further notice; provided if the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment.

(f) Notwithstanding anything to the contrary in these Bylaws, a resolution of the Board to approve any of the following actions shall require a two-thirds majority vote of the Board: (i) an appointment of any successor Chief Executive Officer of the Association; (ii) any amendment to the Articles of Incorporation or these Bylaws; (iii) any merger or consolidation in which (A) an automobile club which is an organization member of the American Automobile Association is a constituent party and (B) the Association or a subsidiary of the Association is a constituent party; (iv) an increase or decrease in the size of the Board other than reductions resulting from scheduled retirements in accordance with the Age Limit Policy (as defined in the Board Charter); or (v) the formation of an executive committee or any similar type of committee that has the full powers of the Board of Directors.

(g) If neither the Chair of the Board nor the Vice Chair of the Board is present at a meeting of the Board of Directors, a Chair may be chosen by a majority vote of the Directors present to preside and act at such meeting.

(h) Any Director who fails to attend each of three (3) successive Board meetings may be removed from the Board unless (i) the Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors (if such leave is granted, the number of Directors will be reduced by one (1) in determining whether a quorum is or is not present) or (ii) the Director suffers from an illness or disability that prevents him or her from attending meetings.

[Reserved.]

Section 12. [Reserved.]

Power and Duties of the Board of Directors

Section 13. In addition to the powers elsewhere described in these Bylaws, the Board shall have the following powers and duties:

(a) To fill, by a vote of a majority of the remaining Directors, any newly created directorships resulting from an increase in the authorized number of directors and any vacancy occurring on the Board for the balance of the unexpired term subject to the provisions of Section 9.

(b) To remove, by a vote of a majority of the qualified Directors, and thereby declare vacant the office of, any Director who fails or ceases to be in full compliance with the qualifications set forth in Section 9(a); provided that, with respect to the qualification set forth in Section 9(a)(iii), such removal shall be by a vote of two-thirds of the qualified Directors.

(c) To remove from office any Director who has failed to attend each of three (3) successive Board meetings pursuant to Section 11(g).

(d) To elect, contract with, and remove all staff officers, agents or attorneys in fact and employees of the Association, prescribe such duties for them as may not be inconsistent with the law or these Bylaws, fix their remuneration and at its option require from them, at the Association's expense, security for faithful service, subject to the provisions of subsection 19(b)(ii).

(e) To adopt rules and regulations for the transaction of the business of the Association, the business of the Board of Directors and of any Committee.

(f) To fix and levy the fees and dues of members, to remit the fees or dues of any member whenever the Board considers the same necessary or desirable for the promotion of the best interest of the Association, and to delegate such powers to the extent the Board may deem appropriate.

(g) To make material changes at any time to the core services rendered or to be rendered to members, to add new core services and to modify or eliminate existing core services.

(h) To fix from time to time the place of the office of the Association and to adopt a corporate seal.

(i) To act for and represent the Association in all matters affecting its policy, purposes and interest and to instruct and authorize any of the officers or Directors to represent it in executing its orders.

(j) To enter into affiliation with any other nonprofit membership Automobile Association or Automobile Club whose objects and purposes are similar to this Association whenever in the discretion of the Board of Directors such action is in the best interests of the Association and its members.

(k) To appoint such Committees from time to time as the Board of Directors may deem appropriate to assist the Board in the discharge of its duties, and to determine their composition, power and authority to any extent permitted by law.

(l) To set compensation for the Directors on the Board.

(m) To fix or determine by resolution of the Board the reasonable expenses of Directors and members of Committees that may be reimbursed by the Association from time to time.

(n) To fix, in advance, a date as the record date for the purpose of determining the members entitled to notice of, or entitled to exercise any rights in respect of, any member action.

(o) To keep, and shall keep a complete record of all of its minutes.

(p) To cause to be made an annual independent audit by a firm of certified public accountants selected by the Board, to cause said independent audit and the auditors’ recommendations to be reviewed, and to make the audited and examined financial statements readily accessible and available to members.

(q) To designate, and shall designate an official publication for the Association, in which the Board shall report to the members current action by it taken on public issues directly affecting the Association and its membership, including any financial contributions made to any person or organization with respect thereto.

(r) To fix the hour and place of the regular annual or any special meeting of members.

(s) To adopt an emblem and to offer it to members on such terms as it shall determine.

(t) To adopt a fiscal year for the purpose of conducting its business and estimating its income and expenses.

(u) To establish uniform rules for the publication in the official publication of biographical information as to each nominee eligible for election to the Board or for the publication of arguments relative to any proposed Bylaw change.

(v) To establish uniform rules governing the manner in which and the extent, if at all, to which the membership rolls may be utilized, in addition to the official publication for direct mailing to members of biographical information as to each nominee eligible for election to the Board or arguments relative to any proposed Bylaw change.

(w) To provide the Corporate member proposals on any of the matters described in Section 19(b).

(x) To perform all other lawful duties and functions devolving upon them as Directors and to delegate such powers to the extent the Board may deem necessary or appropriate.

Indemnification

Section 14. (a) The Association shall, to the maximum extent permitted by law, indemnify each of its (i) Directors and (ii) Chair, Vice Chair, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, General Counsel, Secretary and any other officer at the Senior Vice President or Vice President level or higher (the “Executive Officers”) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding or any threatened proceeding (hereinafter “proceeding” includes any threatened proceeding) arising by reason of the fact that any such person is a Director, Executive Officer, employee or agent of the Association; provided that the Board of Directors determines that such Director or Executive Officer was acting in good faith and in a manner such person reasonably believed to be in the best interests of the Association and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.

For purposes of this Section 14(a), a Director or Executive Officer of the Association includes any person (i) who is or was a Director or Executive Officer of the Association or (ii) who is or was serving at the request of the Association as a director or officer of another corporation, partnership, joint venture, trust or other enterprise.

The Directors and Executive Officers may rely upon the provisions of Section 14(a) and Section 14(c) of this Section 14 as a contract right. The effect of any amendment, repeal or modification of the foregoing provisions of Section 14(a) and Section 14(c) of this Section 14, or the adoption of any provision in an amended or restated Articles of Incorporation inconsistent with Section 14(a) or Section 14(c) of this Section 14, by the members of the Association shall be prospective only, and shall not adversely affect any right or protection of a Director or Executive Officer existing at the time of such amendment, repeal, modification or adoption.

(b) In addition to the mandatory indemnification of Directors and Executive Officers under Section 14(a), the Association shall have the power, to the maximum extent permitted by law, to indemnify each of its other officers, employees and agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an employee or agent of the Association; provided that the Board of Directors determines that such person was acting in good faith and in a manner such person reasonably believed to be in the best interests of the Association and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.

(c) Payments authorized or required hereunder include amounts paid and expenses incurred in settling any such proceeding. The foregoing does not apply to any proceeding specifically excluded by law, which includes actions brought by or in the right of the Association and actions alleging self-dealing.

If, because of the nature of the proceeding, the Association is prohibited by law from indemnifying any person as to whom any indemnity is authorized or required hereunder against judgments, fines, settlements and other amounts, the Association shall nevertheless indemnify each such person against expenses actually and reasonably incurred in connection with the defense or settlement of such proceeding arising by reason of the fact that such person is or was a Director, Executive Officer, agent or employee, of the Association; provided that the Board of Directors determines that such person was acting in good faith and in a manner such person believed to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances; and further provided that, to the extent required by law, the authority specified by law shall also approve the indemnification provided for by this paragraph.

Expenses incurred in defending any proceeding (i) shall be advanced for Directors and Executive Officers and (ii) may be advanced for officers, employees and agents (other than Directors or Executive Officers) of the Association by the Association prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of any such person to repay the amount of the advance unless it is determined ultimately that such person is entitled to be indemnified as authorized in this article or by law.

(d) The indemnification provided by this Section 14 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of members or disinterested Directors or otherwise, and shall continue as to a person who has ceased to be a Director or Executive Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(e) The Board of Directors may authorize the Association to purchase and maintain insurance on behalf of any person as to whom indemnity is authorized or required hereunder, against any liability asserted against or incurred by such person in such capacity or arising out of the person’s status as such, whether or not the Association would have the power to indemnify such person against such liability under law.

Officers

Section 15. The principal officers of the Association shall be a Chair of the Board and a Vice Chair of the Board. The Board of Directors shall elect by majority vote a Chair of the Board from the members of the Board of Directors.

The Nominating Committee, with input from the then-serving Chair of the Board who is a member of that committee, will nominate a Vice Chair of the Board to be elected annually by vote of the Board. The Nominating Committee and the Board will consider the Vice Chair for appointment as a successor to Chair of the Board.

The Board of Directors shall also elect a Chief Executive Officer who shall be the President, unless another person is elected as such, and a staff officer, a Treasurer, who shall be the chief financial officer, and a Secretary. The Chair of the Board and the Vice Chair of the Board may hold but one (1) office. Any other person including the Chief Executive Officer may hold more than one office, but not more than three (3), provided that the duties thereof can be consistently performed by the same person. In addition, there may be such other staff and subordinate officers as the Board may deem necessary.

Term of Office

Section 16. The principal officers shall be chosen annually by the Board of Directors. Subordinate and staff officers may be elected from time to time. Each officer shall serve until his or her successor shall have been chosen and qualified or until his or her death, resignation or removal. Any officer may be removed from office for cause at any time and any vacancy in any office, for whatever cause, may be filled for the unexpired portion of the term by the Board. Any and all action taken pursuant to this section may be taken only by the affirmative vote of a majority of the Board of Directors then in office.

Duties of Officers

Section 17. (a) The Chair of the Board shall preside over the meetings of this Association and of the Board of Directors and call special meetings of the members and also of the Board of Directors at such times as he or she may deem proper when permitted by these Bylaws. He or she shall have general supervision of the affairs of the Association and discharge such other duties as may be required of him or her by the Board of Directors consistent with the law and these Bylaws.

(b) The Vice Chair of the Board shall exercise the function of the Chair of the Board during the absence of the Chair of the Board; the Vice Chair of the Board shall have such other duties as are assigned to him or her from time to time by the Board of Directors.

(c) The Chief Executive Officer shall have charge of the conduct of the Association’s business and affairs, subject to the supervision of the Chair of the Board and the Board of Directors. He or she shall from time to time report to the Board in reference to the business of the Association and its financial condition, and shall perform such other duties as may from time to time be required of him or her by the Chair of the Board or the Board of Directors.

(d) The Treasurer shall have general supervision of the financial affairs of the Association and shall perform such other duties as are incident to his or her office or are properly required of him or her by the Board of Directors or are assigned to him or her by these Bylaws.

(e) The Secretary shall keep a full and complete record of the proceedings of the Board of Directors and of the meetings of the members; keep the seal of the Association and affix the same to all instruments executed by the Chair of the Board or the Chief Executive Officer which may require it; countersign all instruments in writing executed by the Chair of the Board or the Chief Executive Officer when thereto directed by the Board of Directors; keep a record of the names and addresses of all members of the Association, but in the interest of the privacy of the members, shall not give access thereto for any reason whatsoever unless directed to do so by these Bylaws or by the Board of Directors; notify members of the meetings of the Association, of arrears in dues, conduct the correspondence of the Association as directed by the Board or their designate, and perform generally such services as the Board of Directors may from time to time direct.

Notices

Section 18. (a) Notices and reports to members may be either published in the Association’s official publication and therein mailed or otherwise sent to members, or may be separately mailed or sent. Notices and reports shall be addressed to the members’ residences or places of business, as the same appear upon the records of the Association and postage shall be prepaid. Such mailings and transmittals shall constitute service of notices and reports. Members shall notify the Association of any change of address.

(b) Notices and reports sent to members pursuant to these Bylaws shall be deemed to have been given or sent to Associate members when mailed or otherwise sent in the names of and to the addresses of record of the members in conjunction with whose memberships the Associate memberships were issued.

Member Voting

Section 19. (a) The approval rights of Individual members will be limited to voting for the election of Directors in accordance with these Bylaws and approving the adoption, amendment and repeal of the Articles of Incorporation or Bylaws (to the extent required by Section 7150(b) and Section 7813 of the California Corporations Code) and approving any other matters requiring approval of the Individual members as a class under the California Corporations Code.

(b) The Corporate member will have the exclusive right to take all action required or permitted to be taken by members and/or approve all matters subject to “approval by or approval of the members” under the California Corporations Code, as amended from time to time, except to the extent such rights are specifically granted to Individual members under the preceding subsection (a). Without limiting the foregoing, subject to the terms and exceptions set forth in the Partner Club Agreement, the Corporate member shall have the power and authority to approve or disapprove recommendations made by the Board of Directors of the Association for (i) nominations to the Corporate member Board of Directors; (ii) nominations to the Association’s board of directors; (iii) nominations to the office of Chief Executive Officer (“CEO”) of the Association; (iv) the employment terms of the Association’s CEO (salary, bonus and benefits at the time of hiring and any subsequent changes to the structure of these); (v) (A) the Association’s strategic plan and annual operating plan and budget, including any amendments thereto that are reviewed, ratified or approved by the Association’s Board of Directors, (B) any material changes in the Association’s capital structure, including the formation and dissolution and/or termination of affiliates and subsidiaries, or (C) any sales of assets valued at 10% or more of the Association’s total assets as of the end of the most recent fiscal quarter or series of related dispositions or sale of assets collectively valued at more than 10% of total assets as of the end of the most recent fiscal quarter during any twelve month period, provided, however, the Corporate member may neither initiate nor require its approval of the sale of any insurance company subsidiary of the Association; (vi) any borrowings in an individual amount or in the aggregate for a twelve month period greater than or equal to 10% of member equity as of the end of the most recent fiscal year; and (vii) (A) amendments to the Articles of Incorporation or Bylaws of the Association, or (B) agreements of merger or dissolution of the Association, provided, however, that the Association may neither initiate nor require its approval of the sale of any insurance company subsidiary of the Association. For purposes of these Bylaws, the matters described in subsections 19(b)(i) through (vii) are collectively referred to as “Corporate Member Matters”.

(c) The Association is required to meet applicable performance standards set forth in the “Rules and Regulations for the Accreditation of Member Clubs,” or similar document, as promulgated and amended from time to time by the AAA (“AAA Standards”) as set forth in the Partner Club Agreement. The Association and the Corporate member may also agree upon additional performance standards pursuant to the Partner Club Agreement (“Additional Performance Standards” and, together with the AAA Standards, the “Performance Standards”). In the event the Association fails to meet a Performance Standard, subject to the terms, conditions, exceptions and opportunities to cure set forth in the Partner Club Agreement, the Board of Directors will thereupon automatically be deemed to have granted power and authority to the Corporate member (i) to initiate, pursue and consummate and/or approve or disapprove Corporate Member Matters, (ii) to remove the existing or interim Chief Executive Officer and to appoint an interim or permanent Chief Executive Officer, and (iii) to exercise the rights of the Association under any employment agreement with any existing or interim Chief Executive Officer. The Corporate member’s power and authority under the preceding sentence will be deemed to be a power coupled with an interest and will continue until such time as specified in the Partner Club Agreement. In no event will the Corporate member consummate any action requiring the approval of Individual members without obtaining said approval.

Amendment

Section 20. (a) Except for bylaw amendments that must be approved by the Individual members and/or the Corporate member, bylaw amendments may be adopted upon approval of the Board of Directors or upon approval of the Corporate member pursuant to Section 19(c).

(b) If the Board of Directors approves a bylaw amendment that also must be approved by the Individual members as a class under California law, it shall refer the matter to the Individual members for action at a special meeting or the next annual meeting. If the Board of Directors approves a bylaw amendment that also must be approved by the Corporate member pursuant to California law and these Bylaws, it shall promptly seek the Corporate member’s written consent thereto.

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I HEREBY CERTIFY that the foregoing nineteen (19) pages are the full, true, and correct copy of the Bylaws of the American Automobile Association of Northern California, Nevada & Utah, a non-profit mutual benefit corporation of the state of California, as in effect on the date hereof.

WITNESS my hand and the seal of the Company.

Dated: March 17, 2022

Kamili Moreland

Secretary,

American Automobile Association of

Northern California, Nevada & Utah