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Attachment 1 <br />No substantial part of the Company's activities shall be the carrying on of <br />propaganda, or otherwise attempting to influence legislation, and the Company shall not <br />participate in or intervene in (including the publishing and distributions of statements) <br />any political campaign on behalf of or in opposition to any candidate for public office. <br />No part of the Company's net earnings shall inure to the benefit of, or be <br />distributable to, its members, Directors, officers, or other private persons, except that the <br />Company shall be authorized and empowered to pay reasonable compensation for <br />services rendered and to make payments and distributions in furtherance of the <br />Company's purposes. <br />ARTICLE II <br />MEMBERS <br />The Company shall have no members. <br />ARTICLE III <br />BOARD OF DIRECTORS <br />3.01 General Powers. The Company's business and affairs shall be managed by <br />a Board of Directors (the "Board ") consisting of eight persons. <br />3.02 Composition. The composition of the Board of Directors shall be as follows: <br />(a) One member of the Orange County Board of Commissioners, as designated <br />by that Board from time to time; <br />(b) One member of the advisory board to the Orange County Economic <br />Development department, as designated by that advisory board from time to time; <br />(c) The Director of Orange County Economic Development; <br />(d) The Orange County Financial Services Director; <br />[The Directors described in (a), (b), (c) and (d) above are referred to in these <br />Bylaws as the "County Directors "] <br />(e) Two employees of financial institutions (the "Bank Directors "); and <br />(f) Two small business owners (the "Small Business Directors "). <br />