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BYLAWS OF DOWNTOWN INCORPORATED Revised 2011 ARTICLE I. NAME AND PURPOSE SECTION 1. NAME The name of this Corporation shall be Downtown Incorporated. SECTION 2. GENERAL PURPOSE This Corporation is a nonprofit mutual benefit Corporation organized under the California Nonprofit Mutual Benefit Corporation Law. In general, the purpose of this Corporation is to engage in any lawful act or activity for which a Corporation may be organized under such law. SECTION 3. SPECIFIC PURPOSE The specific purpose of this Corporation is to enhance and promote the unique and varied economic interests of Downtown as the historic, cultural, and commercial heart of the community of Santa Ana. SECTION 4. LIMITATIONS (a) This Corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof or to any private shareholder or individual as defined in appropriate sections of the Internal Revenue Code. (b) Notwithstanding any of the above statements of purpose, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this Corporation. (c) The property, assets, profits, and net income of this Corporation are dedicated irrevocably to mutual benefit purposes, and no part of the profits or net income of the organization shall ever inure to the benefit of any member, director, trustee, officer of the Corporation or to the benefit of any private individual. (d) This Corporation shall not participate in or intervene in (Including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office. SECTION 5. DISTRICT BOUNDARIES The Santa Ana Community Management District (CMD) encompasses properties shown on the Downtown map which is attached as Attachment A and made a part of these Bylaws. SECTION 6. USE OF THE TERMS "ASSOCIATION" AND "CORPORATION" The word "Corporation" as used in these Bylaws shall mean Downtown Incorporated. EXHIBIT 4 19D-13