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BYLAWS OFTRANSIT COMMUNITY DEVELOPMENT CORPORATION

A California Nonprofit Public Benefit Corporation

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TABLE OF CONTENTS

~ARTICLE I PURPOSES AND POWERS 1

Section 1.1 GeneralPurposes 1Section1.2 Specific Purposes 1Section1.3 GeneralPowers 1

ARTICLE n OFFICES. 1

Section 2.1 PrincipaIOffice 1Section2.2 OtherOffices 1

ARTICLEllI MEMBERS 2

Section 3.1 Classification and Eligibility of Members 2Section 3.2 Dues 2Section 3.3 VotingRights 2Section 3.4 Tennination of Membership 2Section3.5 Transfer of Memberships 2Section3.6 Meetings of Members 3

ARTICLE IV DIRECTORS 5

Section 4.1 Number and Classification of Directors 5Section4.2 Powers 6Section 4.3 MeetingsoftheBoard 6

ARTICLE V OFFICERS 8

Section 5.1 Positions 8Section 5.2 Election 8Section 5.3 Subordinate Officers 8Section5.4 RemovalandResignation 8Section 5.5 Vacancies 8Section 5.6 Responsibilities of Officers 9

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ARTICLE VI RECORDS, REPORTS, AND INSPECTION RIGHTS. 10

Section 6.1 Records 10Section6.2 Annual Report 10Section 6.3 Members' Inspection Rights. 11

ARTICLE VII INDEMNIFICATION 11

Section 7.1 Rightoflndemnity 11Section7.2 Approvaloflndemnity 11Section 7.3 Successful Defense 11Section 7.4 Advancement of Expenses 12Section7.5 Insurance ~ 12Section 7.6 Limitations 12

ARTICLEvm MISCELLANEOUS 12

Section 8.1 FiscalYear 12Section 8.2 Purchasing and Contracting. 12Section 8.3 AJnendment 12Section 8.4 Statutory and Other References. 13

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BYLAWS OFTRANSIT COMMUNITY DEVELOPMENT CORPORATION

A California Nonprofit Public Benefit Corporation

ARTICLE IPURPOSES AND POWERS

Section 1.1 General PYmoses. Transit Community Development Corporation (the"Corporation") is a nonprofit public benefit corporation organized under the NonprofitPublic Benefit Corporation Law of the State of California (hereinafter, the "Law") forpublic or charitable purposes.

Section 1.2 Snecific Purnoses. In order to promote the common good and publicwelfare of the people in Southern California, the specific purposes of the Corporation areto develop and operate a community oriented center that is designed to encourage the useand utilization of the transit infrastructure, to be located in Los Angeles, which shallinclude a parking structure, a majority of the parking spaces of which shall be reservedfor persons riding buses or the subway, and which may also include a supermarket,associated space, and other related uses (the "Project").

Section 1.3 General Powers. The Corporation is to have and exercise all rightsand powers confelTed on nonprofit public benefit corporations under the laws of the Stateof California.

ARllCLE II.OFFICES

Section 2.1 Princinal Office. The principal office for the transaction of thebusiness of the Corporation is located at One Gateway Plaza, Los Angeles, California90012. The Board of Directors is hereby granted full power and authority to change saidprincipal office from one location to another.

Section 2.2 Other Offices. Branch or subordinate offices may at any time beestablished by the Board of Directors at any place or places where the Corporation isqualified to do business.

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ARTICLE illMEMBERS

Section 3.1 Classification and Elimbility of Members. This Corporation shall havethree Members, as follows: the Metropolitan Transit Authority of the City of Los Angeles(the "MTA"), the City of Los Angeles (the "City") and Catellus Development Corporation("CDC").

Section 3.2 ~. No dues are required of any Member. This provision shall inno way be deemed to modify any contractual obligation of a Member to make paymentsto the Corporation.

Section 3.3 Voting Rights. Each Member shall have the right to vote, as set forthin these bylaws, on the election of directors, on the disposition of all or substantially allof the assets of the Corporation, on any merger and its principal terms and any amendmentto those terms, on any election to dissolve the Corporation, and on all other matterssubmitted to a vote of the Members whether or not required by the Law. In addition,Members shall have all rights afforded members under the Law. Except as otherwiseprovided in Section 4.1, the Members shall vote together as a single class on all matters.The MTA shall have four votes on all matters, and the City and CDC shall each have onevote on all matters. In the event that a Member transfers its membership in part ascontemplated by Section 3.5, then the votes relating to the Member affected by suchtransfer shall be adjusted proportionately, such that the total votes of the MTA-affiliatedmembers shall equal four and the total votes of the City and CDC affiliated members shallequal one each.

Section 3.4 Tennination ofMembershi~. A membership shall tenninate on theresignation of a Member, on reasonable notice to the Corporation; provided, that noMember may resign if the effect of such resignation would be the breach of anycontractual obligation of the Member to the Corporation.

Section 3.5 Transfer of Membershi~s. No Member may transfer or assign itsmembership to another person or entity, whether by sale, pledge, merger, operation of lawor otheIWise, without the prior written consent of the other Member( s) which consent maybe withheld in the reasonable discretion of the non-transferring Member; provided, that,(i) so long as MT A is a Member of this Corporation, the other Member( s) must consentto a transfer of the MT A Membership occasioned by any reorganization of MT Amandated by governmental authorities having the power to require or effect suchreorganization, and (ii) in the event of the sale or transfer of substantially all of a

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Member's assets, consent of the other Members shall not be necessary to transfer or assignthe selling or transferring Member's membership,

Section 3.6 Meetings of Members.

(a) Regular Meetings, Regular meetings of the Members of theCorporation shall be held once each fiscal year, in the month of September, on the secondTuesday at 8:00 a.m., Pacific Time, at the MTA Board Room, located at One GatewayPlaza, Los Angeles, California, unless otherwise detennined by the Board of Directorsfrom time to time. If the regular meeting date falls on a holiday, the meeting shall be heldon the next business day, at the same time and place or on the date, and at the time andplace, fixed by the Board of Directors at any regularly scheduled Board meeting.

(b) Notice.

(1) General Notice Requirements. Notice of each regular meetingshall be sent, at least ten but not more than fifty days before the meeting, by theSecretary or a delegate. Such notice shall be mailed by first-class, registered orcertified, mail, to each Member of the Corporation on the Corporation's records onthe date of mailing. In lieu of mailing, such notice may be given by personaldelivery to the office address of the Member or sent via telecopier (electronictransmission receipt acknowledged) to the office address of the Member. Thenotice shall specify the place, date and hour of the meeting, and (i) for a specialmeeting, shall state the general nature of the business to be transacted, and that noother business may be transacted, or (ii) for the annual meeting, shall state thosematters that the Board, at the time notice is given, intends to present for action bythe Members, but shall also state that any proper matter may be presented at themeeting. The notice of any meeting at which directors are to be elected shallinclude the names of all persons who are nominees when notice is given.

(2) Notice of Certain Agenda Items. Approval by the Membersof any of the following proposals, other than by unanimous approval by thoseentitled to vote, is valid only if the notice or written waiver of notice states thegeneral nature of the proposal or proposals:

(A) Removing a director without cause;

(B) Filling vacancies on the Board;

(C) Amending the articles of incorporation or bylaws;

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(D) Approving a contract or transaction between theCorporation and one or more directors, or between the Corporation and anyentity in which a director has a material fmancial interest; or

(E) Electing to wind up and dissolve the Corporation.

(c) SQecial Meetings. Special meetings of the Members may be calledat any time and for any lawful purpose by the vote or written consent of the Board ofDirectors, Chainnan of the Board, the President or by any Member. Written notice of thetime and place of special meetings of the Members may be given in the same manner asfor regular meetings of the Members.

(1) Calling Meetings. A special meeting called by any person(other than the Board) entitled to call a meeting shall be called by written request,specifying the general nature of the business proposed to be transacted, andsubmitted to the Secretmy of the Corporation. The Secretary shall cause notice tobe given promptly to the Members, in accordance with Section 3.6(b) of thesebylaws, stating that a meeting will be held at a specified time and date fixed by theBoard; provided, that the meeting date shall be at least 14 but no more than 30days after receipt of the request. If the notice is not given within 20 days afterreceipt of the request, the person or persons requesting the meeting may give thenotice. Nothing in this Section shall be construed as limiting, fixing or affectingthe time at which a meeting of Members may be held when the meeting is calledby the Board.

(2) ProQer Business of SQecial Meeting. No business, other thanthe business whose general nature was set forth in the notice of the meeting, maybe transacted at a special meeting.

(d) Quorum. A quorum shall consist of two Members, one of whichshall be the MTA.

(e) Ad_iournment. Members possessing a majority of the votes present,whether or not constituting a quorum, may adjourn any meeting from time to time toanother time and place. No meeting of Members may be adjourned for more than forty-five (45) days. At the adjourned meeting, the Corporation may transact any business thatmight have been transacted at the original meeting.

(f) Notice of Adiournment. Notice of the time and place of holding anadjourned meeting need not be given to Members if the time and place of the meeting is

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announced at the adjourned meeting. If after adjournment a new record date is fixed fornotice or voting, notice of the adjourned meeting shall be given in the manner specifiedin Section 3.6(c) hereof for giving notice of special meetings.

(g) YQti!!g. Voting may be by voice or ballot, except that any electionof directors must be by ballot if demanded by any Member at the meeting before themeeting begins. Members shall be entitled to vote by proxy. Subject to the voting rightsof the respective classes of Members with regard to the respective classes of directors, ifa quorum is present, the affinnative vote of Members holding an absolute majority of thevoting power of the Members shall be the act of the Members, unless the vote of a greaternumber or voting by classes is required by the Law or the articles of incorporation.

(h) RalRh M. Brown Act. All meetings of the Members shall be called,noticed, held and conducted in accordance with the provisions of the Ralph M. BrownAct, as amended (commencing with Section 54950 of the Government Code of the Stateof Cali fomi a).

ARTICLE IVDIRECTORS

Section 4.1 Number and Classification of Directors.

(a) ComRosition of the Board.

(1) The Board of Directors of the Corporation shall consist of sixdirectors, fom of whom shall be nominated and elected by the MT A, one of whomshall be nominated and elected by the City, and one of whom shall be nominatedand elected by the CDC.

(2) Subject to Section 4. 1 (c) hereof, each director shall serve fora term of four years or until his or her successor has been elected and qualified.

(b) Vacancies. A vacancy in the Board of Directors may only be filledby the Member entitled to nominate and elect the type of director for which the vacancyexists. Subject to Section 4.1( c) hereof, a successor director so elected shall serve for the

unexpired term of his predecessor.

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(c) Removal Without Cause. Any or all directors may be removedwithout cause prQvided that such removal is approved by the Member with the authorityto nominate and elect such director.

(d) Compensation. Each director shall receive the sum of $50 for eachmeeting of the Board attended in person by such director, and for each meeting of a dulyc9nstituted committee of the Board, or such other sum as may be detennined by the Boardfrom time to time. This subsection shall not be construed to preclude any director from(i) serving the Corporation in any other capacity as officer, employee, agent or otherwiseand receiving additional remuneration for those services, or (ii) receiving additionalreimbursement for expenses incurred in connection with such director's official duties.

Section 4.2 Powers. Subject to limitations in the Articles ofIncorpQration, othersections of these bylaws and of the Law, all corporate powers of the Corporation shall beexercised by or under the authority of, and the business and affairs of the Corporationshall be controlled by, the Board of Directors. Pursuant to Section 5212 of the Law, theBoard by resolution may create one or more committees as it deems appropriate toperform Board functions.

Section 4.3 Meetings of the Board.

( a) Ralph M. Brown Act. All meetings of the Board of Directors shallbe called, noticed, held and conducted in accordance with the provisions of the Ralph M.Brown Act, as amended (commencing with Section 54950 of the Government Code of theState of California).

(b) Rewar Meetings. Subject to Section 4.3( a) hereof, regular meetingsof the Board of Directors shall be held at 2:00 p.m., Pacific Time, on the second Tuesdayof each month unless otherwise detennined by the Board of Directors from time to time;provided, however, that the September meeting shall be held immediately after completionof the Annual Meeting of Members held pursuant to Section 3.6(a) hereof. Such meetingsshall be held at the MT A Board Room located at One Gateway Plaza, Los Angeles,California, or at such other place as may be designated by the Board from time to time.Notice of the time and place of each regular meeting shall be given to directors only if thetime or date or location of such meeting is other than as specified in this Section 4.3(b).If necessary, such notices shall be mailed by flfst class or express delivery mail sevendays prior to the meeting by the Secretary or his delegate to each member of the Boardof Directors at his or her address as shown on the records of the Corporation.

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(c) Sgecial Meetings. Special meetings of the Board of Directors maybe called for any purpose or purposes by the Chainnan of the Boar~ President or by amajority of the directors then in office. Notice of the time and place of each specialmeeting of the Board of Directors shall be given in the same manner as for regularmeetings of the Board of Directors not .to be held at the regular time or date or place.

(d) Meetings by Teleghone. Subject to any contrary provisions of theRalph M. Brown AC4 if there is otherwise a quorum present in perso~ with theconcurrence of the directors present in person, other directors may participate in a meetingby telephone conference or similar communication equipmen4 as long as all directorsparticipating in the meeting and members of the public in attendance can hear one another.All directors participating by telephone or similar conference shall be deemed to bepresent in person at such a meeting for all purposes except the establishment of a quorum.

(e) Ouonun and Voting. At all meetings of the Board of Directors, fourmembers of the Board present in person at the meeting shall constitute a quorum for thetransaction of business, provide~ tha4 directors elected by at least two Members shall berepresented by such directors. Every act or decision done or made by a majority of thedirectors present at a meeting duly held at which a quorum is present shall be regarded asthe act of the Board of Directors, unless the Law, the Articles of Incorporation of theCorporation or these bylaws require a greater number.

(f) Waiver of Notice. The transactions of any meeting of the Board ofDirectors which are noticed within the same times as specified in the Ralph M. Brown Actfor notice to the public shall be as valid as though had at a meeting duly held after regularcall and notice if a quorum is present without protes4 and if, either before or after themeeting, each of the directors not present signs a written waiver of notice or a consent toholding such meeting or an approval of the minutes thereof. All such waivers, consentsor approvals shall be filed with the corporate records or made a part of the minutes of the

meeting.

(g) Ad_iournment. A majority of the directors presen4 whether or notconstituting a quorum, may adjourn any meeting from time to time to another time and

place.

(h) Notice ofAd_iournment. Notice of the time and place of holding anadjourned meeting need not be given unless the original meeting is adjourned for morethan two full hours. If the meeting is adjourned for more than two full hours, notice ofthe adjournment to another time and place shall be given, before the time of the adjourned

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meeting, to the directors who were not present at the time of the adjournment in themanner specified in Section 4.3(c) of these bylaws.

ARTICLE VOFFICERS

Section 5.1 Positions. The Corporation shall have a chainnan of the board, achief executive officer or a president or both, a secretary and a chief fmancial officer.The Corporation may also have, at the discretion of the Board of Directors, a chiefoperating officer, one or more vice presidents, one or more assistant secretaries, one ormore assistant treasurers, and any other officers as may be appointed in accordance withthe provisions of Section 5.3 of these Bylaws. Any number of offices may be held by thesame person.

Section 5.2 Election. The officers of the Corporation, including those appointedunder Section 5.3 or Section 5.5 hereof, shall be chosen by the Board and shall serve atthe pleasure of the Board.

Section 5.3 Subordinate Officers. The Board of Directors may appoint such otherofficers as the business of the Corporation may require, each of whom shall hold officefor such period, have such authority and perform such duties as are provided in thesebylaws or as the Board of Directors may from time to time determine.

Section 5.4 Removal and Resig!!ation. Any officer may be removed either withor without cause by the Board of Directors or by any officer upon whom such power of iremoval may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Secretaryof the Corporation. Any such resignation shall take effect at the date of the receipt ofsuch notice or at any later time specified therein and, unless otherwise specified therein,the acceptance of such resignation shall not be necessary to make t effective.

Section 5.5 Vacancies. A vacancy in any office because of death, resignation,removal, disqualification or any other cause shall be filled by the vote of a majority of theBoard of Directors.

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Section 5.6 Responsibilities of Officers.

(a) Chainnan of the Board. The Chainnan of the Board shall preside atmeetings of Members and of the Board of Directors and shall exercise and perform suchother duties and powers as the Board may assign from time to time. In the absence of theChairman of the Board, the Board will designate a Chainnan Pro Tern to preside atmeetings of the Members and of the Board of Directors.

(b) President. The President shall be the chief executive officer of theCorporation. At the annual m~eting of Members, he or she shall make a report of theactivities of the Corporation during his or her term of office. He or she shall have thegeneral powers and duties of management usually vested in the President of a nonprofitcorporation and shall have such other powers and duties as may be prescribed by theBoard of Directors or these bylaws.

(c) Vice-Presidents. Other Vice Presidents shall assist the President inthe performance of his or her duties, and in the absence of the President and ExecutiveVice President, in order of rank prescribed by the Board of Directors, shall perform all theduties of the President and, while so acting, shall have all the powers of, and be subjectto all restrictions upon, the President. Vice Presidents shall have such other powers andperform such other duties as may be prescribed for them respectively by the Board ofDirectors.

(d) Secret~. The Secretary shall keep, or cause to be kept, a book ofminutes at the principal office, or such other place as the Board of Directors may order,of all meetings of the Board of Directors, of committees of the Board and of the Members,specifying the time and place of holding and whether regular or special, the notice giventhereof, the names of those present at such meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office, aMembership book containing the name and address of each Member and in any casewhere Membership has been tenninated such fact shall be recorded in the book, togetherwith the date on which the Membership ceased.

The Secretary shall give, or cause to be given, notice of all meetingsrequired by these bylaws or by law to be given, and he or she shall keep the seal of theCorporation in safe custody, affixing it to documents as the business of the Corporationmay require, and shall have such other powers and perform such other duties as may beprescribed by the Board of Directors or these bylaws.

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(e) Chief Financial Officer. The Chief Financial Officer shall keep andmaint~ or cause to be kept and maintained, adequate and correct accounts of theproperties and business transactions of the Corporation, including accounts of its assets,liabilities, receipts, disbursements, gains and losses. The books of account shall at alltimes be open to inspection by any Director.

The Chief Financial Officer shall deposit all moneys and other valuables inthe name and to the credit of the Corporation with such depositaries as may be designatedby the Board of Directors. He or she shall disburse the funds of the Corporation as maybe ordered by the Board of Directors, shall render to the President and Directors,whenever they request it, an account of all of his or her transactions as Chief FinancialOfficer and of the financial condition of the Corporation, and shall have such otherpowers and perform such other duties as may be prescribed by the Board of Directors orthese bylaws.

ARTICLE VIRECORDS, REPORTS, AND INSPECTION RIGHTS

Section 6.1 Records. The Corporation shall keep at its principal office: (1) copiesof the Articles of Incorporation and bylaws of the Corporation, (2) complete and correctbooks of account, (3) written minutes of the proceedings of the Members, the Board ofDirectors and its committees, and (4) a record of each Member's name, address and class

of Membership.

Section 6.2 Annual ReRort. Unless the Corporation receives less than $25,000 ofgross revenues or receipts during a fiscal year, an annual report shall be prepared within120 days after the end of the Corporation's fiscal year and distributed to the Corporation'smembers. That report shall contain the following information in appropriate detail:

(a) A balance sheet as of the end of the fiscal year, and an incomestatement and statement of changes in fmancial position for the fiscal year, accompaniedby any report on them by independent accountants, or, if there is no such report, by thecertificate of the Chief Financial Officer of the Corporation that they were preparedwithout audit from the books and records of the Corporation.

(b) A statement of the place where the names and addresses of current

Members are located.

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(c) Any infonnation required by Section 6322 of the Law (regardingcertain interested person transactions and indemnifications).

(d) A narrative statement reporting on the progress of the Projectdescribed in Section 1.2 of these bylaws.

Section 6.3 Members' InsQection Rights. Every Member shall have the right at anyreasonable time to inspect, copy and make extracts of all books, records and documentsof every kind and to inspect the physical properties of the Corporation as long as theseacts are for a purpose reasonably related to the Member's interest as a member. Suchinspection may be made in person or by an agent or attorney.

ARTICLE VIIINDEMNIFICATION

Section 7.1 Ri@t of Indemnity. To the full extent pennitted by Section 5238 ofthe Law, this Corporation shall indemnify its officers, directors and employees and mayindemnify agents of the Corporation, including persons fonnerly occupying any suchposition, against all expenses, judgments, fmes, settlements and other amounts actuallyand reasonably incurred by them in connection with any proceeding, and including anaction by or in the right of the corporation, by reason of the fact that the person is or wasa person described in that Section. "Agent," "proceeding" and "expenses," as used by thisbylaw, shall have the same meaning as in Section 5238(a) of the Law.

Section 7.2 Approval of Indernnitv. On written request to the Board by any personseeking indemnification under Section 5238(b) or 5238(c) of the Law, the Board shallpromptly detennine under Section 5238( e )of the Law, whether the applicable standard ofconduct set forth in Section 5238(b) or 5238( c) has been met, and, if so, the Board shallauthorize indemnification. If the Board cannot authorize indemnification because thenumber of directors who are parties to the proceeding with respect to whichindemnification is sought prevents the fonnation of a quorum of directors who are notparties to that proceeding, the Board shall promptly call a meeting of Members. At thatmeeting, the Members shall detennine under Section 5238(e) whether the applicablestandard of conduct set forth in Section 5238(b) or Section 5238(c) has been met, and, if

so, the Members shall authorize indemnification.

Section 7.3 Successful Defense. To the extent that any agent of the Corporationhas been successful on the merits in defense of any proceeding referred to inSection 5238(b) or Section 5238(c) of the Law, or in defense of any claim, issue or matter

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therein, the agent shall be indemnified against expenses actually and reasonably incurredby the agent in connection therewith.

Section 7.4 Advancement of ExRenses. Expenses incurred by any agent indefending any proceeding may be advanced by the Corporation prior to the fmaldisposition of such proceeding only upon receipt of an undertaking by or on behalf of theagent to repay such amount unless it is detennined ultimately that such person is entitledto be indemnified as provided in this Article VII.

Section 7.5 Insurance. The Board of Directors is authorized to purchase andmaintain insurance on behalf of any agent of the Corporation against any liability assertedagainst or incurred by the agent in such capacity or arising out of the agent's status assuch, whether or not the Corporation would have the power to indemnify the agent againstsuch liability.

Section 7.6 Limitations. This Article VII does not apply to any proceeding againstany trustee, investment manager or other fiduciary of an employee benefit plan in suchperson's capacity as such, even though such person ~ay also be an agent of theCorporation; provided, that nothing contained in this Section shall limit any right toindemnification to which such a trustee, investment manager or other fiduciary may beentitled by contract or otherwise, which shall be enforceable to the extent pennitted bylaw.

ARTICLE VIIIMISCELLANEOUS

Section 8.1 Fiscal Year. The fiscal year of this Corporation shall be from the firstday of July through the 30th day of June.

Section 8.2 Purchasing and Contracting. The Board of Directors shall adopt byresolution purchasing and contracting guidelines, rules and procedures.

Section 8.3" Amendment. The bylaws of this Corporation may be amended by thevote of Members at any regular meeting of Members, or at any special meeting ofMembers called for that purpose. In addition, these bylaws may be amended at any timeby the Board of Directors. However, without the approval of the Members, the Boardmay not adopt, repeal or amend any bylaws that would:

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(1) change voting rights, including with respect to the election ofdirectors, of the Members;

(2) change the number or classification of directors;

(3) change the quorum for Members' or Directors' meetings; or

(4) otherwise require the approval of the Members pursuant to theLaw.

Section 8.2 Statuto!y and Other References. All references to particular sectionsof the Law contained herein shall include future amendments to such sections orrenumbering of such sections. References to the "Board' shall mean the Board ofDirectors of this Corporation.

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