WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

We, the undersigned, are all of the officers and directors of the Diamond Springs-El Dorado Firefighters’ Association, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, amend and restate the Bylaws, consisting of 24 pages including this one, as the amended and restated Bylaws of this corporation.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the restated and amended Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.