Sequoia Region Porsche Club of America

It's Not Just The Cars. It's The People!

By Laws

(Modified 6/1/2003)

Table of Contents

Article I – Offices, Seal and Badge; General Objectives

Article II – Membership

Article III – Meetings of Voting Members

Article IV – Board Of Directors

Article V – Meeting of the Board Of Directors

Article VI – Offices

Article VII – Committees

Article VIII – General Provisions

Article IX – Accounting Year and Audit

Article X – Indemnification of Directors and Officers

Article XI – Amendments

 

ARTICLE I

OFFICES, SEAL AND BADGE; GENERAL OBJECTIVES

Section 1. OFFICES

The principal office for the transaction of the business of the Corporation shall be
located in such place in the State of California as is designated from time to time by the
Board of Directors. The Corporation may also have such other offices within or without the
State of California as the Board of Directors may from time to time establish.

Section 2. SEAL AND BADGE

The Corporation may have a corporate seal with the name of the Corporation, the date of
its incorporation and the word “California” inscribed thereon.

The Badge of the Corporation shall be circular in form, inscribed with the name of the
Corporation and the initials “PCA.” The colors shall be appropriate to the
symbolic design established for the insignia.

Section 3. GENERAL OBJECTIVES

The general objectives of the Corporation, to which its members are joined together and
mutually pledged, shall be the furtherance and promotion of the following:

(a) The highest standards of courtesy and safety on the roads.

(b) The enjoyment and sharing of good will and fellowship engendered by owning a Porsche
and engaging in such social or other events as may be agreeable to the membership.

(c) The maintenance of the highest standards of operation and performance of the marque by
sharing and exchanging technical and mechanical information.

(d) The establishment and maintenance of mutually beneficial relationships with the
Dr. Ing. h.c. F. Porsche, Porsche dealers and other service sources to the end that the marque shall
prosper and continue to enjoy its unique leadership and position in sports car annals.

(e) The interchange of ideas and suggestions with other Porsche clubs throughout the world
and such cooperation therewith as may be desirable.

(f) The establishment and maintenance of cooperative relationships with other sport car
clubs as may be desirable.

ARTICLE II

 

MEMBERSHIP

 

Section 1. MEMBERSHIP

(a) Membership in the Corporation shall be restricted to persons who are 18 years of
age or older and who are described in one of the membership classes set forth in Section 2
of this Article II.

(b) All members other than Honorary Members and Affiliate Members must be members in good
standing of the Porsche Clubs of America, Inc.

Section 2. CLASSES OF MEMBERSHIP

(a) Active Members. An owner, co-owner or lessee of a Porsche may be an Active
Member. However, if co-owners of a vehicle are in the same family, then only one person in
that family may be an Active Member with respect to that vehicle. Ownership and
co-ownership shall be determined solely by reference to a vehicle’s registration
statement. A lessee shall be determined solely by reference to the lease agreement. In the
event that an owner or co-owner of a vehicle is a corporation, partnership, limited
liability company, or trust, such entity shall designate the individual who shall be the
Active Member with respect to that vehicle.

(b) Family Active Member. An Active Member may designate one person in his or her
family as a Family Active Member.

For purposes of this Article II, a “family” shall consist of a person’s, spouse,
siblings, sons, daughters, mother and father.

(c) Associate Member and Family Associate Member. An Associate Member shall be
either an Active Member who ceases to own, co-own, or lease a Porsche while in good
standing or a person employed by a Porsche-oriented business who is interested in this
Corporation and its objectives. A person in an Associate Member’s family who has been a
Family Active Member may be designated by such Associate Member as a Family Associate
Member. Provided however, that no one who has discontinued membership can become an
Associate Member or Family Associate Member without first having rejoined as an Active
Member of Family Active Member.

(d) Affiliate Member. In lieu of nominating a Family Member, an Active Member at
the time of his or her becoming an Active Member or upon any renewal or such status may
nominate one person as an Affiliate Member.

(e) Honorary Member. An Honorary Member is a person who is deemed to merit
recognition for outstanding interest in, or service to, the Corporation. Honorary
membership shall be for a term of one year, but such a membership may be renewed for one
or more one-year terms.

(f) Dual Membership. A person who has been designated by Porsche Clubs of America,
Inc. to be and is an Active Member in another regional organization may be a Dual Member
in this Corporation.

Section 3. AREA OF MEMBERSHIP

Memberships will be accepted primarily from Fresno, Kings, Madera and
Tulare Counties in the State of
California, but persons residing in other locations may also be admitted.

Section 4. RIGHTS AND POWERS OF MEMBERS

All members in good standing shall be entitled to all the privileges of membership in
the Corporation except as otherwise provided by these Bylaws. Voting members
are defined as: Active Members, Family Members, Associate Members, and Family
Associate Members. Honorary, Affiliate and Dual
Members shall not be entitled to vote on any matter or hold any office in this
Corporation. Associate and Family Associate Members may not hold the office of President
or Vice President. The Corporation’s newsletter and other mailings, except as provided in
Section 1 of Article VII hereof, shall not be mailed to Family Active, Family
Associate and Affiliate Members.

Section 5. ADMISSION AND QUALIFICATION OF
MEMBERS

(a) Applications for membership in the Corporation shall be granted if sponsored by an
appropriate member and approved by majority vote of the Board of Directors except that
Honorary Members must be approved by a three-fourths vote of the Board of Directors.

(b) Membership for any member may terminate automatically upon the first to occur of
any of the following:

(i) Delivery of written resignation by the member to the
Secretary of the

Corporation;

(ii) failure to remain qualified for membership as provided
herein; or

(iii) failure to pay dues to the Corporation or to Porsche
Clubs of America, Inc.

within 60 days after they
become due and payable.

(c) The membership of a Family Active Member, Family Associate Member or Affiliate
Member may be terminated by the Active Member or Associate Member who designated the
former for membership by delivery of a written notice of termination of membership to the
Secretary of the Corporation. The membership of any individual who has been designated for
membership by a corporation, partnership, limited liability company or trust may be
terminated by such entity by delivery of written notice of termination of membership to
the Secretary of the Corporation.

(d) In the event a member breaches a rule or Bylaw of the Corporation, the
continuing membership status of such member may be reviewed and revoked by vote of the
Board of Directors following the hearing procedure set forth in Section 7 of this Article
II.

Section 6. TRANSFER OF MEMBERSHIP

No membership may be assigned, transferred or encumbered in any manner whatsoever,
either voluntarily, involuntarily or by operation of law. Any purported or attempted
assignment, transfer or encumbrance of a membership shall be void and shall be grounds for
termination of membership.

Section 7. EXPULSION, SUSPENSION AND HEARING
PROCEDURES

(a) Disciplinary Action

The Board of Directors may censure, suspend or expel any member for cause, including
failure to remain qualified for membership as specified herein, following reasonable
notice to such member with an opportunity to be heard.

(b) Hearing

At least fifteen (15) calendar days prior to any proposed action against a member under
Subsection (a) of this Section, notice shall be forwarded to such member by certified mail
over the signature of the Secretary or other duly appointed officer of the Corporation.
Such notice shall specify the reason for the suspension or expulsion and the opportunity
to be heard, orally or in writing, not less than five (5) days before the effective date
of the suspension or expulsion. Should the member request a hearing, the request shall be
made in writing to the Secretary at the Corporation’s principal place of business within
ten (10) calendar days of receipt of notice from the Corporation.

The Board of Directors shall, within thirty (30) calendar days of receipt of notice by the
member indicating petition for a hearing under this Subsection, convene a special meeting
of the Board of Directors, for the purpose of presentation of facts by the affected member
pertaining only to those issues prompting disciplinary action by the Board of Directors.
At least five (5) calendar days’ notice of this meeting shall be provided to the aggrieved
member.

The President, or in his absence such other member of the Board of Directors designated by
the President, shall decide in his or her discretion the manner and scope of the hearing.

Following presentation of facts by the affected member to the Board of Directors, the
Board of Directors shall convene a closed session to render a decision.

Within fifteen (15) calendar days of such final decision by the Board of Directors, notice
shall be forwarded to the affected member through certified mail over the signature of the
Secretary for the Board of Directors or other duly appointed officer of the Corporation.

The decision of the Board of Directors in such a matter shall be final.

(c) Reinstatement

Any member suspended or expelled by action of the Board of Directors under this Section 7
may be reinstated by majority vote of the Board of Directors.

Section 8. DUES

There may be dues required of each member of the Corporation, and dues may vary
according to classes of membership. Such dues shall be established from time to time at
the sole discretion of the Board of Directors.

ARTICLE III

 

MEETINGS OF VOTING MEMBERS

 

Section 1. PLACE OF MEETINGS

Meetings of voting members shall be held at any place within or outside
the State of California designated by the Board of Directors.

Section 2. ANNUAL MEETING

The annual meeting of the voting members of the Corporation shall be held in November
each year on a date and at a time designated by the Board of Directors.

Section 3. REGULAR MEETINGS

The Board of Directors may designate by resolution that the voting members shall hold
one or more meetings during the course of a calendar year in addition to the annual
meeting, at regular intervals or upon specified dates or upon specified days of specified
months.

Section 4. SPECIAL MEETINGS

Special meetings of the voting members may be called at any time by the Board of
Directors, the President, or by five percent (5%) or more of the voting members.

If a special meeting is called by any person or persons entitled to call a special
meeting, other than by the Board of Directors, the request shall be in writing, specifying
the time of such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by telegraphic,
e-mail or other
facsimile transmission to the President, the Vice President, or the Secretary of the
Corporation. The officer receiving the request shall cause notice to be promptly given to
the voting members, in accordance with Sections 5 and 6 of this Article III, that a
meeting will be held at the time requested by the person or persons calling the meeting,
not less than thirty-five (35) nor more than ninety (90) days after receipt of the
request. If the notice is not given within twenty (20) days after receipt of the request,
the person or persons entitled to call the meeting may give the notice. Nothing contained
in this paragraph shall be construed as limiting, fixing or affecting the time when a
meeting of members called by action of the Board of Directors may be held.

Section 5. NOTICE OF MEMBERS’ MEETINGS

All notices of such meetings of voting members shall be sent or otherwise given in
accordance with Section 6 of this Article III not less than ten (10) nor more than ninety
(90) days before the date of the meeting. The notice shall specify the place, date and
hour of the meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, and no other business may be transacted, or (ii) in the case of
the annual meeting or a regular meeting, those matters which the Board of Directors, at
the time of giving the notice, intends to present for action by the members; provided,
however, that any proper matter may be presented for action at such meeting if a quorum is
present. The notice of any meeting at which Directors are to be elected shall include the
name of any nominee or nominees whom, at the time of the notice, the Board of Directors
intends to present for election.

If action is proposed to be taken at any meeting of the voting members to (i) remove
Directors, (ii) fill vacancies on the Board of Directors, (iii) adopt amendments to the
Articles of Incorporation of the Corporation, or (iv) voluntarily wind up and dissolve the
Corporation, the notice shall also state the general nature of such proposal.

Section 6. MANNER OF GIVING NOTICE; AFFIDAVIT
OF NOTICE

Written notice of any such meeting of voting members shall be given either personally
or by first-class mail or telegraphic or other written communication, charges prepaid,
addressed to the member at the address of that member appearing on the books of the
Corporation or given by the member to the Corporation for the purpose of notice. If no
such address appears on the Corporation’s books or is given, notice shall be deemed to
have been given if sent to that member by first-class mail or telegraphic, or
e-mail, or other written
communication to the Corporation’s principal office, or if published at least once in a
newspaper of general circulation in the county where that office is located. Notice shall
be deemed to have been given at the time when delivered personally or deposited in the
mail or sent by telegram or other means of written communication.

Section 7. QUORUM

Those voting members represented in person or by proxy at any meeting of members shall
constitute a quorum for the transaction of business. However, if the members who are
present in person or by proxy at such a meeting constitute less than one-third of the
voting members, the only matters that may be voted on are those of which notice of their
general nature has been given in accordance with Section 5 of this Article III.

Section 8. VOTING

The persons entitled to vote at any meeting of members shall be the voting members of
the Corporation as determined in accordance with Section 4 of Article II. Each such
member shall be entitled to one vote on each matter submitted to a vote of the members.
The affirmative vote of a majority of the voting members represented and acting shall be
the act of the members, unless the vote of a greater number is required by the California
Nonprofit Corporation Law, by the Articles of Incorporation, or these Bylaws.

Elections of Directors at a meeting need not be by ballot unless a member demands election
by ballot at the meeting and before the voting begins.

Section 9. MEMBER ACTION BY WRITTEN BALLOT
WITHOUT A MEETING

Any action which may be taken at any annual, regular or special meeting (including the
election of Directors and officers) may be taken without a meeting if: (a) the written
ballot of every voting member is solicited; (b) the number of ballots cast within the time
period specified in the solicitation equals or exceeds the quorum otherwise required to be
present at a meeting authorizing the action; and (c) the number of approvals of the action
equals or exceeds the number of votes that would otherwise be required to approve the
action at a meeting at which the total number of votes cast was the same as the number of
ballots cast. Ballots shall be solicited in a manner consistent with Section 5 and 6 of
this Article III.

Section 10. RECORD DATE FOR MEMBER NOTICE,
VOTING AND GIVING CONSENTS

For purposes of determining the members entitled to notice of any meeting of voting
members, or entitled to vote at any meeting of members, or entitled to cast written
ballots or otherwise exercise any rights in respect of any other lawful action, the record
date for such determination shall be the thirtieth (30th) day preceding the date of
the meeting or the mailing of ballots or the date on which any other lawful action is to
be taken, as the case may be.

ARTICLE IV

 

BOARD OF DIRECTORS

 

Section 1. POWERS

Except as otherwise provided by the Articles of Incorporation or these Bylaws, the
powers of the Corporation shall be exercised, its property controlled and its affairs
conducted by or under the direction of the Board of Directors.

Section 2. NUMBER AND QUALIFICATIONS

The Directors of the Corporation shall be the
President, Vice President, Secretary and Treasurer, and other Committee Chairs
as, elected by the voting
members from time to time. At no time will any position or member of the
Board of Directors have more than one (1) vote regardless of how many chairs
or positions they hold on the Board. In the event that any such officer is
elected by the Directors pursuant to Section 2 of Article VI hereof, he or she
shall be a Director. The immediate past President shall act in an advisory
capacity only to the newly elected board of directors with no powers or voting
privileges on club matters.

Section 3. APPOINTMENT

The Board of Directors, other than the immediate past President, shall be elected
annually by the voting members at the annual meeting of such members or by written ballot.

Section 4. TERM

Unless earlier removed, each Director shall hold office for a term of one (1) year and
until that Director’s successor is elected.

Section 5. REMOVAL AND REPLACEMENT

A vacancy or vacancies on the Board shall exist on the occurrence of the following:
(a) the death or resignation of any Director, (b) the declaration by resolution
of the Board of a vacancy in the office of any Director who has been declared of unsound
mind by an order of court or convicted of a felony and (c) the vote of the voting
members or, if the Corporation has fewer than 50 members, the vote of a majority of all
voting members, to remove any Director(s). The Board of Directors may also remove any
Director who has failed to attend three (3) consecutive meetings of the Board.

Except for vacancies created by removal of a Director by the members, any vacancy on the
Board may be filled by a majority of the Directors then in office, whether or not less
than a quorum. The members may fill any vacancy or
vacancies not filled by the Directors.

ARTICLE V

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. PLACE OF MEETING

All meetings of the Board of Directors shall be held at the principal office of the
Corporation or at such other place as may be designated for that purpose from time to time
by the Board.

Section 2. REGULAR MEETINGS

Regular meetings of the Board shall be held at such time and place as the Board may fix
from time to time. No notice of any such regular meeting of the Board need be given.

Section 3. SPECIAL MEETING

Special meetings of the Board for any purpose or purposes may be called at any time by
the President, Vice President, Secretary or by any two Directors.

Section 4. NOTICE OF SPECIAL MEETINGS

Notice of the time and place of special meetings shall be delivered personally or by
telephone, e-mail or fax, to each Director or sent by first-class mail or telegram, charges prepaid,
addressed to each Director at that Director’s address as it is shown on the records of the
Corporation. In case the notice is mailed, it shall be deposited in the United States mail
at least four (4) days before the time of the holding of the meeting. In case the notice
is delivered personally, or by telephone, e-mail or fax, it shall be delivered at least forty-eight (48) hours before the time
of the meeting. The notice need not specify the purpose of the meeting nor the place if the
meeting is to be held at the principal office of the Corporation.

Section 6. QUORUM AND VOTING

The presence of a majority of the Directors shall constitute a quorum for the
transaction of business of the Board. Except as otherwise provided in these Bylaws, any
action shall require approval of a majority of a quorum.

Section 7. ACTION WITHOUT FORMAL MEETING

(a) Any action required or permitted to be taken by the Board under any provision of
law, the Articles of Incorporation or these Bylaws may be taken without a meeting if all
Directors shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a unanimous
vote of the Directors. Any certificate or other document filed on behalf of this
Corporation relating to an action taken by the Board without a meeting shall state that
the action was taken by a unanimous written consent of the Board without a meeting, and
that the Bylaws of the Corporation authorize its Directors to so act.

(b) Directors may participate in a meeting through use of conference telephone or similar
communications equipment, provided that all Directors participating in such a meeting can
hear one another. Participation in a meeting pursuant to this paragraph constitutes
presence in person at such meeting.

ARTICLE VI

OFFICERS

Section 1. ELECTED OFFICERS

The elected officers of the Corporation shall be a President, a Vice President, a
Secretary, and a Treasurer, who shall be the Chief Financial Officer. No person may hold
more than one office. All such officers must be Active or Family Members except that an
Associate Member may be the Secretary or Treasurer.

Section 2. ELECTION OF OFFICERS

The officers of the Corporation identified in Section 1 of this Article VI
shall be elected annually by the voting members, and each shall hold his or her office
until he or she shall resign or shall be removed, or otherwise disqualified to serve, or
such officer’s successor shall be elected. In the event that any such officer ceases to
serve as such, the Directors shall elect his or her successor from among themselves or the
voting members to complete the term of office. In the event of a deadlock, the most recent
past President may cast the deciding vote.

Section 3. REMOVAL OF OFFICERS

Officers shall be removed and their replacements appointed in the same manner as
Directors under Section 5 of Article IV hereof.

Section 4. PRESIDENT

The President shall preside at all meetings of the Board and shall have such other
powers and duties as the Board may specify. The President shall be the chief executive
officer of the Corporation. Subject to the control of the Board of Directors, he or she
shall have general supervision of the business of the Corporation, shall attend all
meetings of the Board, and of the voting members, and shall have such other
powers and duties usually vested in a chief executive officer.

The President shall also:

  1. Preside at all club meetings
  2. Appoint all
    committees not otherwise provided for
  3. Direct and administer the bylaws and policies of the club
  4. Establish and provide a suitable calendar of events for the club
    membership
  5. Have the authority to deem any event, or part of an event, unsuitable
    for reasons of safety or reasons of traffic conditions
  6. Supervise committees to effect the events scheduled on the calendar as
    received from committee chairperson commensurate with their duties and
    responsibilities.
  7. Shall act as liaison with Zone 7 and Porsche Club of
    America.
Section 5. VICE PRESIDENT

In the absence or disability of the President, the Vice President shall perform the
duties of the President and when so acting shall have all of the powers of and be subject
to all of the restrictions upon the President. The Vice President shall have such other
powers and duties as may be specified by the Board.

The Vice President shall also:

  1. Serve as chairperson of the Bylaws Committee
  2. Be responsible for the complete inventory of the club equipment and
    saleable items in cooperation with the Treasurer and incorporate such
    inventory in the Treasure’s annual report
  3. Serve as chairperson of the Nomination and Election Committee.
Section 6. SECRETARY

The Secretary shall keep or cause to be kept a book of minutes at the principal office
or at such other place as the Board may order of all meetings of the Directors and of the
members with the time and place of holding, whether regular or special, and if special how
authorized, the notice thereof given, the names of those present at Directors’ meetings,
the names of the members present at members’ meetings, and the proceedings thereof. The
Secretary shall also keep or cause to be kept at the principal office, or such other place
as the Board may order, a membership register showing the names of the members and their
addresses. The Secretary shall give or cause to be given notice of all the meetings of the
members and of the Board of Directors required by these Bylaws or by law to be given,
shall keep the seal of the Corporation, if any, in safe custody and shall have such other
powers and perform such other duties as may be prescribed by the Board of Directors or
these Bylaws.

The Secretary shall also:

  1. Be present at all business meetings to record minutes and attendance
  2. Notify the other regions of the Zone of upcoming events and other
    important dates at the direction of the President
  3. Prepare correspondence at the direction of the President or Board of
    Directors
Section 7. TREASURER-CHIEF FINANCIAL OFFICER

The Treasurer, who shall be the Chief Financial Officer, shall keep and maintain or
cause to be kept and maintained adequate and correct accounts of the properties and
business transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains and losses. The books of account shall at all times be open
to inspection by a Director. The Treasurer shall deposit all monies and other valuables in
the name and to the credit of the Corporation in such depositories as may be designated by
the Board of Directors. The Treasurer shall disburse the funds of the Corporation as shall
be ordered by the Board, shall render to the President or the Directors whenever they
shall request it an account of all transactions as Treasurer and of the financial
condition of the Corporation, shall take proper vouchers for all disbursements of the
funds of the Corporation and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or these Bylaws.

The Treasurer shall also:

  1. Receive and keep account of membership dues from the National Office of
    the Porsche Club of America
  2. Be responsible for the complete inventory of club assets and saleable
    items in cooperation with the Vice President, and incorporate such
    inventory in the Treasurers annual report
Section 8. SUBORDINATE OFFICERS

The President with the approval of the Board of Directors may appoint such other
officers as the business of the Corporation may require, each of whom shall hold office
for such period, have such authority and perform such duties as the President or the Board
of Directors from time to time may authorize. Any officer so appointed may be removed from
office by the Board of Directors.

ARTICLE VII

COMMITTEES

Section 1. NOMINATION AND ELECTION COMMITTEE

The following rules shall govern the operations of the Nomination and Election
Committee of the Corporation in overseeing the nomination and election of Directors and
officers by voting members.

(a) The Vice President shall be the Chairperson of the Committee except that, if he
or she will be a candidate for election at the next election, the Board shall appoint a
Chairperson who will not be such a candidate.

(b) Not later than July 1 of each year, the Chairperson, with the approval of the
Board of Directors, shall appoint the other members of the Committee who shall be three
(3) Active or Family Members who are neither Directors nor Chairpersons of any other
committee and will not be candidates for office at the next election.

(c) Not later than the first Tuesday in August of each year, the Committee shall
report the names of its nominees for Directors and elected officers to the Board of
Directors. All such nominees must have indicated that they consent to being nominated and
will serve if elected. The Board shall cause these names to be listed in the September
edition of the Corporation’s newsletter which shall be sent to all voting members. (If
more than one Member has the same address listed with the Corporation, only one newsletter
need be mailed to that address.) That edition shall also inform the voting members that
they may nominate other Active, Family or Associate Members as Directors and as President,
Vice President, Secretary or Treasurer, except that no Associate Member may serve as
President or Vice President. Any such nominations by the voting members are to be
delivered in writing to the Chairperson by September 25 to an address specified in that
edition.

(d) By October 1 of each year, the Committee shall notify each candidate for office
of his or her nomination, inform the candidate that he or she will have until October 10
of that year to communicate to the voting members the nominee’s qualifications and the
reason for the nominee’s candidacy and within five days of a request by a nominee, furnish
such nominee with a list of the voting members in conformity with section 8330 (a)(2) of
the California Nonprofit Corporation Law.

(e) By October 15 of each year the Committee shall mail written ballots to all
voting members. Each ballot shall be impressed with the seal of the Corporation, state the
name of each nominee for each office, provide a means by which a voting member may
indicate his or her choice of candidates and state that the ballots must be returned by
October 30 of that year.

(f) The Committee shall meet between November 1 and November 15 of each year and at
that time shall open and count ballots. Ballots not impressed with the seal of the
Corporation will be invalid. The candidate receiving the highest number of votes for an
office shall have been elected to that office effective the next January 1.

(g) The Chairperson shall notify the President of the results of the election
no later than
November 20.

(h) By November 28, the President shall inform all nominees of the results of the
election.

(i) In the event that there is a tie in the votes among
candidates for a particular

office, the Committee shall conduct a
runoff election among those candidates

following election procedures similar to
those described above.

(j) All ballots and voting records shall be made available for inspection by any
voting member until February 1 of the following year after which they shall be destroyed.

Section 2. ADDITIONAL COMMITTEES

The Board of Directors may establish additional standing or special committees for any
purpose. Except to the extent otherwise provided by the Board, such committees shall be
advisory in nature and shall have no authority to take action or issue decisions on behalf
of the Board. The Board of Directors, or if the Board does not act, the committees, may
establish rules and regulations for meetings and shall meet at such times as are deemed
necessary. Committees shall keep regular minutes of proceedings and report the same to the
Board from time to time as the Board may require.

Section 3. CHAIRPERSONS AND COMMITTEE MEMBERS

Except as otherwise provided in these Bylaws, Chairpersons and members of committees
shall be appointed by the President with the approval of the Board of Directors and may be
removed at any time by the Board of Directors. The President shall serve
as ex-officio on all committees.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. VOTING SHARES

The Corporation may vote any and all shares held by it in any other Corporation by such
officer, agent or proxy as the Board of Directors may appoint, or in default of any such
appointment, by its President and, in such case, such officers, or any of them, may
likewise appoint a proxy to vote said shares.

Section 2. CHECKS, DRAFTS, OR OTHER ORDERS FOR
PAYMENT OF MONEY

All checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable to the Corporation and any and all
securities owned or held by the Corporation requiring signature for transfer shall be
signed or endorsed by such person or persons and in such manner as from time to time shall
be determined by the Board of Directors.

Section 3. EXECUTION OF CONTRACTS

The Board of Directors may authorize one or more officers, agents or employees to enter
into any contract or to execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific instances and,
unless so authorized by the Board, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement, to pledge its credit or
to render it liable for any purpose or in any amount. No person shall incur any obligation
or indebtedness of this Corporation in excess of $100.00 without prior approval of the
Board of Directors except for purposes of printing and mailing the Corporation’s
newsletter, or any Board approved social function.

Section 4. COMPENSATION OF DIRECTORS

The Directors of the Corporation shall serve without compensation unless compensation
is authorized from time to time by the Board of Directors for services rendered other than
for being a Director.

Section 5. INSPECTION OF CORPORATION RECORDS

The membership register, the books of account and minutes of proceedings of the members
and the Directors shall be open to inspection upon the written demand of any voting member
at any reasonable time and for any purpose reasonably related to his or her interests as a
member. Such inspection may be made by the member or by an agent or attorney appointed by
the member and shall include the right to make copies at their own expense. Demand for inspection shall be
made in writing, addressed to the President or Secretary of the Corporation.

ARTICLE IX

ACCOUNTING YEAR AND AUDIT

Section 1. FISCAL YEAR

The fiscal year of the Corporation shall begin on January 1 and end on
December 31st in the same year.

Section 2. ANNUAL REPORT

An annual report shall be prepared within 120 days after the end of the Corporation’s
fiscal years. That report shall contain the following information in appropriate detail:

(a) A balance sheet as of the end of the fiscal year, and an income statement and
statement of changes in financial position for the fiscal year, accompanied by any report
on them by independent accountants, or, if there is no such report, by the certificate of
the Treasurer that they were prepared without audit from the books and records of the
Corporation.

(b) A statement of the place where the names and addresses of current members are
located.

The Corporation shall notify each voting member annually of the member’s right to receive
a financial report under this Section. On written request by a member, the Board shall
promptly cause the most recent annual report to be sent to the requesting member.

This Section shall not apply if the Corporation receives less than $10,000 in gross
revenues or receipts during the fiscal year.

Section 3. REPORT OF CERTAIN TRANSACTIONS
BETWEEN THE CORPORATION AND DIRECTORS OR OFFICERS

The Corporation shall furnish annually to its voting members and Directors within 120
days after the close of a fiscal year a statement of any transactions between the
Corporation and its Directors and/or officers required by section 8322 of the
California Nonprofit Corporation Law.

ARTICLE X

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation shall, to the maximum extent permitted by the California Nonprofit
Corporation Law, indemnify each of its Directors and officers against expenses, judgments,
fines, settlements and other amounts actually, reasonably and in good faith incurred in
connection with any proceeding arising by reason of the fact that any such person is or
was an agent of the Corporation. For purposes of this Article X, a “Director or
officer” of the Corporation includes any person who is or was a Director or officer
of the Corporation; or is or was serving at the request of the Corporation as a Director
or officer of another corporation, partnership, joint venture, trust or other enterprise;
or was a Director or officer of a predecessor corporation of the Corporation or of another
enterprise at the request of such predecessor corporation.

ARTICLE XI

AMENDMENTS

Subject to the rights reserved to the voting members under the California Nonprofit
Corporation Law, these Bylaws may be amended or repealed by the Board of Directors. These
Bylaws may also be amended by a majority of a quorum of voting members at a meeting or by
written ballot in accordance with Article III hereof.