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ARTICLE XII. FISCAL YEAR SECTION 1. FISCAL YEAR OF THE CORPORATION The fiscal year of the Corporation shall begin on the first (1S) day of January and end on the thirty-first (31S) day of December in each year. Revised: In May 2010, the City of Santa Ana advised Downtown Inc. to change the fiscal period to July 1St to June 30th to align with the City of Santa Ana. ARTICLE XIII. LIMITATION OF AUTHORITY SECTION 1. LIMITATION No action by any member, Director, officer, committee, committee member, or employee shall be binding upon, or constitute an expression of, the policies of Downtown Incorporated until it shall have been approved or ratified by the Board of Directors as herein provided. ARTICLE XIV. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS No Director, officer, employee, or other person connected with this Corporation, or any private individual, shall receive, at any time, any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its exempt purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that on such dissolution of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation and Bylaws of this Corporation and not otherwise. 29 19D-41