Article IV

BYLAWS

ARTICLE IV: OFFICERS AND DIRECTORS

A.         Designation. The officers of the Corporation shall be: President, Vice President, Secretary, and Treasurer.

B.         Election. The officers of the Corporation shall be elected by a majority vote of the Board of Directors, from among themselves, at the Annual Meeting of the Board.  Any vacancies occurring in any of these offices shall be filled by the Board for the non-expired term.

C.        Tenure. The officers shall hold office until the next Annual Meeting of the Board after their election, unless, before such time, they resign or are removed from their offices, or unless they resign or are removed form the Board of Directors.  Any officer who ceases to be a member of the Board of Directors shall thereby cease to be an officer.

D.        Removal from Office. The officers shall serve at the pleasure of the Board of Directors and may be removed from office at any time by an affirmative vote of a majority of the entire Board of Directors.

E.         Contracts With Directors and Officers.  No director of this corporation or any other corporation, firm association, or other entity in which one or more of this corporation’s directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation, unless (a) the material facts regarding that director’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board prior to the Board’s consideration of such contract or transaction; (b) such contract or transaction is authorized by good faith by a majority of the Board by a vote sufficient for that purpose without counting the votes of the interested directors; (c) before authorizing or approving the transaction, the Board considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.

This section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation.

F.         Loans to Directors and Officers.  This corporation shall not lend any money or property to or guarantee the obligation of any director or officer without the approval of the California Attorney General; provided, however, that the corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the corporation.

G.        Duties of the President. The President shall:

1.         Preside at all meetings of the Board of Directors and the Membership when able to do so.

2.         Consult with the other officers and the committees of the Corporation regarding the fulfillment of their duties.

3.         Assure that an agenda is prepared for every meeting of the Membership and the Board of Directors.

4.         Give notice to any Director who has been absent from three consecutive regular meetings, as required by these Bylaws.

5.         Call special meetings of the Membership or Board of Directors when petitioned to do so in accordance with these Bylaws.

6.         Carry out the duties assigned to the President regarding the removal of a Director.

7.         Perform such other duties as the Board of Directors may assign.

H.         Duties of the Vice President. The Vice President shall:

1.         Perform all duties of the President in the event that the President is absent or unable to perform these duties.

2.         Perform those duties of the President regarding the resignation or removal of a Director when the President is disqualified from performing these duties.

3.         Perform other duties as the Board of Directors may assign.

I.          Duties of the Secretary. The Secretary shall:

1.         Assure that a list of all Members and their mailing addresses is maintained by the Corporation.

2.         Assure that proper notice of all meetings of the Membership and the Board of Directors is given.

3.         Assure that motions and votes in meetings of the Membership and Board are accurately represented to those present and are accurately recorded in the minutes.

4.         Assure that minutes of all meetings of the Membership and the Board of Directors are recorded and kept on permanent record.

5.         Perform such other duties as the Board of Directors may assign.

J.         Duties of the Treasurer. The Treasurer shall oversee the finances of the Corporation.  Specifically, the Treasurer shall:

1.         Assure that the financial records of the Corporation are maintained in accordance with sound accounting practices.

2.         Assure that funds of the Corporation are deposited in the name of the Corporation in accordance with these Bylaws.

3.         Assure that all deeds, title papers, leases, and other documents establishing the Corporation’s interest in property, property rights, and rights in particular matters are maintained in such manner as the Board directs.

4.         Assure that money owed to the Corporation is duly collected and that all gifts of money or property to the Corporation are duly received.

5.         Assure the proper disbursement of such funds as the Board of Directors may order or authorize.

6.         Assure that accurate financial reports (including balance sheets and revenue and expense statements) are prepared and presented to the Board at the close of each quarter of each fiscal year.

7.         Assure that such reports and returns as may be required by various government agencies are prepared and filed in a timely manner.

8.         Assure that an annual budget is prepared and presented to the Board for its approval prior to the beginning of each fiscal year.

9.         Perform such other duties as the Board of Directors may assign.