Restated
Bylaws.

The name of this corporation is the PHAM FOUNDATION.

The Pham Foundation is a nonprofit corporation organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code.

The Foundation's mission is multi-generational educational philanthropy: supporting students, teachers, and educational institutions — in the United States and internationally — in reaching the highest levels of learning, achievement, and stewardship. The Foundation was established by two founders born in Quảng Ngãi, Việt Nam, who built their lives in the United States, and who believe that education is the most durable form of generosity.

The Foundation shall have the power to do any and all lawful acts necessary or convenient to further its charitable purposes, including: making grants to domestic and international educational institutions; receiving contributions from private donors; acquiring, holding, and disposing of assets in furtherance of its mission; entering into contracts and partnerships with educational institutions; and employing staff, contractors, and advisors in support of Foundation operations.

No part of the net earnings of the Foundation shall inure to the benefit of or be distributable to any director, officer, founder, or other private person. No part of the Foundation's activities shall constitute lobbying, political campaigning, or any activity prohibited under Section 501(c)(3) of the Internal Revenue Code.

The Pham Foundation is and shall remain a private family foundation under Section 509(a) of the Internal Revenue Code. This designation is permanent and non-negotiable. No vote of the board of directors, no amendment to these Bylaws or to the Articles of Incorporation, and no action by any officer, founder, or future steward shall convert or reclassify the Foundation from a private foundation to a public charity.

The Foundation shall not engage in any act of self-dealing as defined in Section 4941 of the Internal Revenue Code. No transaction shall be entered into between the Foundation and any disqualified person — including founders, directors, officers, and their family members — except as expressly permitted by applicable IRS regulations.

The Foundation shall distribute, for each taxable year, amounts sufficient to satisfy the minimum distribution requirements under Section 4942 of the Internal Revenue Code, currently five percent (5%) of the Foundation's net investment assets. The board of directors shall review distribution levels annually to ensure compliance.

The Foundation shall not hold excess business holdings as defined in Section 4943 of the Internal Revenue Code. The board shall monitor business holdings annually and take corrective action as required.

The Foundation shall not make any investment that jeopardizes the carrying out of its exempt purposes under Section 4944 of the Internal Revenue Code. The board shall apply a prudent investor standard to all investment decisions.

The Foundation shall not make any taxable expenditure as defined in Section 4945 of the Internal Revenue Code. All grants to foreign organizations or individuals shall comply with the expenditure responsibility requirements of Section 4945, including pre-grant due diligence, written grant agreements, and annual reporting.

All corporate powers of the Foundation shall be exercised by or under the authority of the board of directors. The affairs of the Foundation shall be managed under the direction of the board, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws.

The board of directors shall consist of not fewer than three (3) and not more than fifteen (15) directors. At all times, the two founders — Scott Huan Pham and Tammy T. Duong — shall constitute permanent members of the board and shall be counted toward the minimum.

To be eligible to serve as a director, an individual must be at least eighteen (18) years of age. Directors shall demonstrate a commitment to the Foundation's mission and shall conduct themselves in accordance with their fiduciary duties of care, loyalty, and obedience.

Non-founder directors shall serve one-year terms, renewable by majority vote of the board. Founder directors serve without term limitation as provided in Article V.

Non-founder directors shall be elected by majority vote of the board of directors at any duly noticed board meeting. The election of directors to replace those completing their terms shall take place in January of each year, or at such other time as the board designates.

Vacancies on the board arising from resignation, death, removal, or expiration of a term shall be filled by majority vote of the remaining directors.

A non-founder director may be removed by a two-thirds (2/3) vote of the board of directors then in office, with or without cause, provided the director has been given written notice and an opportunity to be heard before the vote. A founder may also remove any non-founder director unilaterally for cause or no cause.

The board of directors shall hold a minimum of four (4) regular meetings each calendar year. Meetings shall be held upon at least four (4) days' notice by first-class mail, electronic mail, or equivalent written communication, or upon forty-eight (48) hours' notice delivered personally or by telephone.

Special meetings of the board may be called by the President, the Treasurer, the Secretary, or any two directors. A special meeting must be preceded by at least two (2) days' notice specifying the date, time, and place of the meeting.

A majority of the directors then in office shall constitute a quorum for the transaction of business. Except as otherwise required by law or these Bylaws, the act of a majority of directors present at a meeting at which a quorum is present shall be the act of the board. In the event of a tied vote, the senior Tier 1 founder present shall have the authority to cast the deciding vote. If the tied vote results from a disagreement between the two founders themselves, the Founder Consensus Protocol established in Article V Section 5.05a governs.

Any action required or permitted to be taken at a meeting of the board may be taken without a meeting if all directors consent in writing or by electronic communication to such action.

Directors may participate in any board meeting by means of telephone conference, video conference, or any other communication technology by which all directors participating may simultaneously hear and communicate with each other.

Directors shall receive no compensation solely for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in connection with board responsibilities.

The Pham Foundation is designed as a perpetual family-governed institution. Its governance architecture reflects the founders' intent that the Foundation remain under the direction and control of the Pham family line — and those formally recognized by the family — for as long as the family produces willing and prepared members.

Tier 1 — Family Sovereign Authority: Held by the founders and their lineal descendants. This tier holds all decision-making authority over the Foundation.

Tier 2 — Family Extended Authority: Held by spouses of Tier 1 members and adopted children of Tier 1 descendants. Board membership and advisory roles.

Tier 3 — Board Stewardship: Non-family board members. Activates only upon emergency succession.

Tier 4 — Institutional Continuity: Fidelity Trust Company (deferred to 2031). Last-resort backstop. Strictly custodial.

Tier 1 membership is held by: (a) the founders, in perpetuity; (b) the biological children of the founders — the founders' eldest daughter and the founders' youngest daughter — currently holding Junior Member status, who shall become full Tier 1 members upon reaching age 18 and completing the stewardship pathway; (c) children legally adopted directly by the founders; and (d) the lineal descendants of any Tier 1 member, upon reaching age 18 and completing the stewardship pathway. Tier 1 authority is held by birthright and lineage. It is not granted by board vote and not revocable by the board.

Tier 1 members, acting collectively, hold all decision-making authority over the Foundation. No board resolution, board vote, or action by any Tier 2 or Tier 3 member may override, block, reverse, or veto a decision made by the Tier 1 family. Sovereign powers include all grantmaking decisions, all financial decisions, all strategic direction, all staffing decisions, amendment of these Bylaws and the Articles, admission and removal of Tier 2 and Tier 3 members, elevation of a Tier 2 member to Tier 1, and dissolution or merger of the Foundation.

When multiple Tier 1 members are active, decisions shall be made by consensus where possible. During the founders' lifetimes, the founders jointly hold senior authority; neither founder may be overruled by any descendant.

When the two founders disagree on any Foundation decision: (a) the founder who initiated the proposal bears the responsibility to further explain, justify, and persuade; (b) the other founder listens with genuine openness; (c) if consensus is not reached, no action is taken — there are no deadlines, no forced votes, and no third-party tiebreakers between the two founders. Inaction is a valid, protected, and often wise outcome. This principle reflects the founders' belief that a decision neither founder fully supports is more dangerous to the Foundation's mission than the temporary cost of delay.

If a legally required action is at imminent risk due to a founder disagreement, and one founder is genuinely unreachable after reasonable good-faith efforts, the available founder may act unilaterally to protect the Foundation's legal standing or honor an existing commitment. Any such unilateral action shall be documented in writing within 48 hours and presented to the other founder at the earliest opportunity.

Tier 2 membership is held by: (a) the spouse of any active Tier 1 member, for the duration of the marriage; and (b) children legally adopted by a Tier 1 descendant who do not qualify for Tier 1 by lineal descent. Tier 2 members serve on the board and in advisory roles. They do not hold sovereign authority.

Tier 3 consists of non-family board members appointed by the Tier 1 family. During active family governance, Tier 3 serves in a supporting and advisory role only. Tier 3 Emergency Activation: If no Tier 1 or Tier 2 member is living, willing, and prepared to govern, Tier 3 activates as the Foundation's governing body under the locked mission preservation framework established in Article VI Section 6.07.

A Tier 2 member may be elevated to Tier 1 sovereign authority by unanimous written consent of all living, active Tier 1 members. Elevation to Tier 1 is permanent and irrevocable once granted.

Tier 4 is the Foundation's designated institutional steward of last resort. The Foundation's intended Tier 4 institutional steward is Fidelity Trust Company. The full operational framework governing Tier 4 activation — including the Foundation Continuity Agreement, activation conditions, custodial authority, and family reactivation rights — shall be completed and formalized no later than the 2031 restatement.

Any living Tier 1 or Tier 2 family member who wishes to resume governance of the Foundation during any period of Tier 3 or Tier 4 activation may do so by providing written notice to the active governing body and executing a Governance Reactivation Acknowledgment. Governance shall transfer back to the family member within thirty (30) days. No court order or board vote is required.

The governance structure established in this Article is a foundational and permanent element of the Pham Foundation's governing framework. It may not be abolished, collapsed, or materially altered by any board vote, bylaw amendment, or resolution without the unanimous written consent of all living Tier 1 members.

The Pham Foundation was established as a multi-generational institution. The founders expressly intend that each generation of the Pham family be prepared, empowered, and welcomed into real governance responsibility before a crisis forces them to improvise.

All lineal descendants of the founders are recognized as Junior Members of the Pham Foundation from birth. Junior Members may attend board meetings, receive all Foundation materials and reports, participate in stewardship education, and contribute to Foundation discussions in an advisory capacity. Junior Member status carries no fiduciary responsibility and no voting rights.

Age 18 — Invitation to full Tier 1 membership. The transition is accompanied by a formal stewardship conversation with all active Tier 1 members, a complete review of the Foundation's governing documents, mission, and financial position, and a signed acknowledgment of fiduciary responsibility. Participation is invited, not compelled.

Ages 18–24 — Governance immersion period. Full board meeting attendance, review of all grant decisions, fiduciary education, and supervised participation in Foundation operations.

Ages 25–29 — Expanded co-governance. Delegated program responsibilities, subcommittee leadership, and active participation in strategic planning.

Age 30 — Full co-equal Tier 1 authority, provided at least one senior Tier 1 member is still actively governing.

The founders' eldest daughter reaches age 18 in 2027. The founders shall initiate the formal stewardship conversation no later than June 2027 and shall complete the Tier 1 transition — including review of governing documents and signed acknowledgment — at or before her 18th birthday.

The founders' youngest daughter reaches age 18 in 2030. The founders shall initiate her formal stewardship conversation no later than September 2030. Her transition shall follow the same pathway and ceremony established for her elder sister.

Upon the death or permanent incapacity of both founders, the eldest active Tier 1 descendant who has completed the stewardship pathway shall assume the role of Lead Family Fiduciary and acting chair of the Foundation.

If Tier 3 emergency activation occurs, the board of directors shall operate under the following locked constraints which may not be altered by any board vote during the emergency period:

(a) The Foundation's private family foundation status shall be permanently preserved — no conversion to a public charity shall be permitted under any circumstances;

(b) The Foundation's annual grantmaking shall continue at no less than the minimum distribution required under Section 4942 of the Internal Revenue Code;

(c) The Vietnam scholarship program at Trần Quốc Tuấn High School shall be maintained for the duration of any active grant agreement;

(d) The Foundation's assets shall be managed conservatively, with preservation of principal as the primary objective;

(e) The board shall actively seek to identify any living Tier 1 or Tier 2 family member who may be willing and able to resume family governance, and shall report on this effort at every board meeting; and

(f) No amendment to these Bylaws or the Articles of Incorporation shall be permitted during the emergency period that would alter the three-tier governance structure, the private foundation designation, or the Foundation's core mission.

Every member of every tier who assumes governance responsibility under these Bylaws takes on an obligation — moral, institutional, and documented — to preserve the Foundation's core commitments: educational grantmaking, dignity for every recipient, transparency, deep respect for the teaching profession, and the perpetual family stewardship mission the founders established.

The officers of the Foundation shall include: Founder / President, Co-Founder / Treasurer, Secretary, and such additional positions as the board may designate.

Scott Huan Pham holds the permanent office of Founder and President of the Pham Foundation. Tammy T. Duong holds the permanent office of Co-Founder and Treasurer. These positions are not subject to election, term limits, or removal by the board. In their operational capacities, Scott Huan Pham also serves as Chief Technology Officer and Tammy T. Duong also serves as Program Director.

The Secretary shall be appointed by the Tier 1 family and confirmed by the board of directors. The current Secretary is Loc Quan Tran. The Secretary serves at the pleasure of the Tier 1 family and may be removed with or without cause by either founder.

The President shall preside at all meetings of the board of directors, execute all legal documents and contracts on behalf of the Foundation, and serve as the Foundation's primary signatory for IRS and California regulatory filings. The President holds sovereign Tier 1 authority and may not be removed from this office by any board vote or resolution.

The Treasurer shall oversee the financial condition and affairs of the Foundation, keep the board informed of the Foundation's financial status, oversee budget preparation, and ensure timely filing of all required financial reports. The Treasurer holds sovereign Tier 1 authority and may not be removed from this office by any board vote or resolution.

The Secretary shall keep complete minutes of all meetings and actions of the board, cause notice to be given of all meetings as required by these Bylaws, and maintain the Foundation's official records.

If the President is temporarily unavailable, the Treasurer shall assume the duties of the President for that period. No Tier 3 member shall exercise sovereign Tier 1 authority under any interim arrangement.

Officers and directors are not restricted from being compensated for professional services rendered to the Foundation beyond their board or officer duties. Such compensation shall be reasonable, shall reflect fair market value, and shall be reviewed and approved in accordance with the Foundation's conflict of interest policy.

The power to make grants is vested in the board of directors. In practice, the founders jointly exercise grantmaking authority for all grants consistent with the Foundation's approved programs and annual budget.

Grants to domestic 501(c)(3) organizations require confirmation of the recipient's current tax-exempt status prior to disbursement. The Foundation shall maintain records of each grant including the recipient's name, EIN, purpose, amount, and date of disbursement.

The Foundation operates named scholarship programs at accredited U.S. universities, including San José State University. Scholarship grants to universities shall be governed by executed grant agreements and administered in accordance with Section 4945 of the Internal Revenue Code.

The Foundation makes annual educational grants to secondary schools in Vietnam, beginning with Trần Quốc Tuấn High School in Quảng Ngãi. All international grants shall comply with IRS Section 4945 expenditure responsibility requirements, including: (a) a written grant agreement executed prior to disbursement; (b) pre-grant due diligence; (c) annual reporting from the recipient institution; and (d) Foundation retention of all grant records for a minimum of seven (7) years. The Foundation shall not register as a foreign NGO in Vietnam, shall not open an office in Vietnam, and shall require recipient institutions to carry the host-country compliance burden.

The Foundation's grantmaking is guided by: trust in the institutions it serves, recognition of multiple forms of excellence, dignity for every recipient, and deep respect for the teaching profession.

The Foundation shall maintain complete grantmaking records and shall publish an annual disbursement ledger on its public website, consistent with its transparency commitments and IRS disclosure requirements.

The Foundation is committed to acting in its own best interest in all transactions and decisions. This Article establishes standards for identifying, disclosing, and managing conflicts of interest.

A conflict of interest exists when a director, officer, or key employee — or any member of their immediate family — has a direct or indirect financial or personal interest in a transaction or decision before the Foundation, such that their judgment on behalf of the Foundation may be compromised.

Any director, officer, or key employee who has or becomes aware of a potential conflict of interest shall promptly disclose the nature of the interest to the board of directors before the board takes any action on the matter.

A director with a disclosed conflict of interest shall not participate in the board's deliberation or vote on the matter to which the conflict relates.

Each director and officer shall complete an annual conflict of interest disclosure statement confirming their understanding of this policy and disclosing any known potential conflicts.

The Foundation is authorized to pay reasonable compensation to founders, officers, directors, and contractors for services actually rendered. Compensation shall reflect fair market value for comparable services in similar organizations and shall be documented to satisfy IRS private foundation requirements.

Founders may receive compensation for professional services rendered to the Foundation in their operational roles. Founder compensation shall be reviewed annually by the board, shall be reasonable in relation to the services provided and the Foundation's assets, and shall be reported on Form 990-PF as required.

The Foundation shall maintain records of all compensation paid to contractors and employees, including time logs, activity descriptions, compensation rates, and 1099 filings as required. These records shall be maintained for a minimum of seven (7) years.

Directors shall receive no compensation solely for serving on the board of directors. Reasonable reimbursement of actual expenses incurred in connection with board service is permitted and shall be documented.

The Pham Foundation operates in a technology-forward environment. The founders have made a deliberate decision to use artificial intelligence tools, cloud infrastructure, and digital platforms as primary resources for Foundation administration, legal drafting, compliance monitoring, and communications.

The Foundation is authorized to use artificial intelligence platforms for drafting legal and governance documents, conducting compliance research, preparing grant agreements and program materials, managing bilingual communications, and advising on strategic decisions. AI-assisted work shall be reviewed and approved by a founder or authorized officer before being treated as final.

The Foundation may designate an AI platform as Of Counsel for purposes of legal drafting and compliance support. The Of Counsel designation does not create an attorney-client relationship and does not substitute for review by a licensed California attorney on matters requiring licensure. This designation is platform-neutral.

The Foundation shall not store, transmit, or share confidential donor information, beneficiary records, financial account credentials, or personally identifiable information through AI platforms without appropriate data handling protocols. The Founder / CTO shall be responsible for establishing and maintaining data governance standards.

The Foundation operates its website, document management, and communications through cloud-based platforms. The Founder / CTO shall maintain oversight of all digital infrastructure, including website hosting, domain registration, email services, and document storage.

The board shall conduct an annual review of the Foundation's technology platforms and AI tools to assess fitness for purpose, data security, and continued alignment with the Foundation's governance standards.

All contracts, grant agreements, deeds, leases, and other legal agreements of the Foundation shall be executed on its behalf by a founder or by another person to whom the board has delegated execution authority in writing.

All checks, drafts, wire transfers, and other orders for payment of money issued in the name of the Foundation shall be authorized by a founder or by a person designated by board resolution. Wire transfers for international grant disbursements shall be authorized by at least one founder.

All funds of the Foundation not otherwise employed shall be deposited in the name of the Foundation in such banks, trust companies, donor-advised fund accounts, or other depositories as the board or a founder may select.

No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in the Foundation's name unless authorized by resolution of the board. The Foundation shall not make loans to directors, officers, or founders.

The Foundation shall indemnify any director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which they were a party because of their role as a director or officer of the Foundation, against reasonable expenses incurred in connection with the proceeding.

The Foundation may indemnify a director or officer made a party to a proceeding because of their role with the Foundation against liability incurred in the proceeding, if the board determines that indemnification is appropriate and authorizes payment in accordance with California law.

Expenses incurred in defending a civil or criminal action may be advanced by the Foundation prior to final disposition, upon receipt of a written affirmation by the director or officer of their good-faith belief that they are entitled to indemnification, and an undertaking to repay such amount if it is ultimately determined that they are not entitled to indemnification.

The Foundation shall keep correct and complete books and records of account, minutes of all board meetings and actions, a record of all actions taken without a meeting, and a copy of the Foundation's Articles of Incorporation and Bylaws as currently in effect.

The Foundation shall make publicly available its Form 990-PF, Form 1023, Bylaws, conflict of interest policy, and financial statements, as required by the Internal Revenue Code. These documents shall be posted on the Foundation's website and shall be provided free of charge to any person who requests them.

All donor records shall be available for consultation by the donor or their legal representative. Donor records shall not be disclosed to any person outside the Foundation except authorized governmental agencies or as required by law.

The Foundation shall publish an annual transparency report on its website including total giving for the year, a list of grantees and amounts, the Foundation's total assets, and a narrative summary of program activity. The annual report shall be published within ninety (90) days of the close of each fiscal year.

The following records shall be retained permanently: Articles of Incorporation and all restatements; Bylaws and all restatements; IRS Form 1023 and determination letter; board meeting minutes; all executed grant agreements; press releases and publicly filed documents; and expired insurance policies.

The following records shall be retained for a minimum of seven (7) years: Form 990-PF and all supporting tax records; contractor and compensation records; bank statements and wire transfer records; grant disbursement records; and donor acknowledgment letters.

The following records shall be retained for a minimum of three (3) years: board and committee materials not otherwise covered; marketing and communications materials; and general correspondence.

Notwithstanding any other provision of this Article, if any director, officer, or founder believes that Foundation records are relevant to pending or reasonably anticipated litigation, those records shall be preserved without alteration or destruction until it is determined that they are no longer needed for that purpose.

Digital records, including email, cloud-stored documents, and AI-generated work product, shall be retained in accordance with the same schedules as their paper equivalents.

The Pham Foundation voluntarily adopts and complies with the U.S. Department of the Treasury's Voluntary Best Practices for U.S.-Based Charities, and all applicable federal laws related to combating terrorist financing, including sanctions programs administered by the Office of Foreign Assets Control (OFAC).

Prior to making any grant — domestic or international — the Foundation shall conduct reasonable due diligence to confirm that the recipient is a legitimate institution and that neither the recipient nor any of its principals appears on applicable OFAC sanctions lists.

All grant agreements shall stipulate how funds will be used and shall require the recipient to provide the Foundation with records and financial documentation demonstrating that funds were used for the stated charitable purpose.

The Pham Foundation requires and encourages directors, officers, founders, employees, and contractors to observe high standards of ethical conduct in carrying out their responsibilities.

Any director, officer, employee, or contractor who reasonably believes that a policy, practice, or activity of the Foundation is in violation of law or of these Bylaws shall report the concern in writing to the President or, if the President is implicated, directly to the Treasurer or Secretary.

Reports must be made in good faith and based on a reasonable belief that a violation has occurred or is occurring.

The Foundation shall not retaliate against any person who, in good faith, reports a suspected violation, raises a compliance concern, or cooperates in an investigation.

The President or Treasurer receiving a report shall acknowledge receipt within five (5) business days and shall cause a prompt investigation to be conducted.

The fiscal year of the Foundation shall begin on January 1 and end on December 31 of each year.

These Bylaws may be amended by a majority vote of the board of directors at any duly noticed meeting at which a quorum is present, provided that: (a) no amendment shall cause the Foundation to cease to qualify as exempt under Section 501(c)(3); (b) no amendment shall convert or reclassify the Foundation from a private foundation to a public charity; (c) no amendment shall diminish or eliminate the permanent board status or reserved powers of the founders; and (d) all amendments shall be consistent with the Foundation's Articles of Incorporation.

Any proposed amendment to Articles III, V, VI, or XI of these Bylaws — governing private foundation status, founder authority, next generation stewardship, and technology governance — requires the affirmative consent of at least one founder. No such amendment may be adopted over the objection of both founders.

The Foundation shall conduct a full restatement of these Bylaws and the Articles of Incorporation on a five-year cycle. The first restatement is anticipated in 2031. Each restatement cycle shall review and, where appropriate, complete deferred frameworks including the Emergency Continuity Framework, Foundation Continuity Agreement with the designated Tier 4 institution, distribution waterfall, inflation adjustment provisions, and Tier 3 grantmaking protocols.