Bylaws of
Hanohano Outrigger Canoe Club
A California Nonprofit Public Benefit Corporation

Article I

Name

The name of this corporation is Hanohano Outrigger Canoe Club.

Article II

Section 2.01        Principal Office

The principal office for the transaction of the activities and affairs of the corporation ("principal office") is located at 835 Oliver Avenue, San Diego, San Diego County, California. The Board of Directors (“the board”) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

Section 2.02        Other Offices

The board may at anytime establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.

Article III

Purposes and Limitations

Section 3.01        Purposes

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Low for charitable and public purposes. This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). Not withstanding any other provisions of these Bylaws, this corporation whall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).

Section 3.02        Limitations

1. Political Activity. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office.
2. Property. The property, assets, profits and net income are dedicated irrevocable to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefit of any private individual.
3. Dissolution. Upon the winding up and dissolution of this corporation after paying or adequately providing for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).

Article IV

Membership

Section 4.01        Qualifications

There shall be one class of membership in this corporation: regular membership. Any person of good character, and dedicated to the purposes of this corporation shall be eligible for regular membership upon acceptance of his or her application by the board of directors and payment of such dues and initiation fees as my from time to time be fixed by the board of directors.

Section 4.02        Fees, Dues, and Assessments

Each member in good standing must pay, within the time and on the conditions set by the board of directors, the initiation fee and annual dues in amounts which may be fixed from time-to-time by the board of directors. The dues and fees shall be equal for all regular members, but the board of directors may, at its discretion, adjust the fees and dues for family memberships, according to the number and age of the dependents belonging to the family.

Section 4.03        Termination of Membership

Causes of termination. The membership of any regular membership shall terminate upon occurrence of any of the following events:

1. The resignation of the member.
2. The failure of a member to pay annual dues in the amount and within the times set forth by the board of directors.
3. The determination by the board of directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct governing this corporation as promulgated by the board from time-to-time.

Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (c) above, the following procedure shall be implemented:

1. A notice shall be sent by mail prepaid, first-class or registered mail to the most recent address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefore. Such notice shall be sent at least 15 days before the proposed effective date of the expulsion.
2. The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than 5 days before the effective date of the proposed expulsion. The hearing will be held by a special member expulsion committee composed of no fewer than three directors appointed by the president. The notice to the member of his proposed expulsion shall state the date, time, and place of the hearing on his proposed expulsion.
3. Following the hearing, the expulsion committee shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the committee shall be final.
4. Any person expelled from the corporation shall receive a refund of dues or assessments already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.

Section 4.03        Transfer of Memberships

Members may transfer their memberships to another person meeting the qualifications of original membership in the corporation only on the approval of the board of directors. The board of directors may transfer fees or other conditions on the transferring party as it deems fit.

Article V

Meetings of Members

Section 5.01        Place of Meeting

Meetings of the membership shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, members’ meetings shall be held at the principal executive office of the corporation.

Section 5.02        Annual Meeting

The annual meeting of members shall be held unless the board of directors fixes another date and so notifies the members (as provided in Section 4 of this Article VIII) on the 22nd day of January. General and Special meetings of members shall be held as ordered by the directors, from time-to-time as stated below.

Section 5.03        Special Meeting

1. Authorized Persons Who May Call. A special meeting of the members may be called at any time by any of the following: The board of directors, the president, or ten or more members. Special meetings of the members may be called by five percent or more of the members.
2. Calling Meetings by Members. If a special meeting is called by members other than the president, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transferred, and shall be delivered personally or sent registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article VI, that a meeting will be held, and the date for such meeting, which date shall be not less than 35 nor more than 90 days following the receipt of the request. If the notice is not given with the 20 days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of members may be held when the meeting is called by action of the board of directors.

Section 5.04        Notice of Members’ Meetings

1. General Notice Contents. All notices of meetings of members shall be sent or otherwise given in accordance with Section 5 of this Article VI not less than 10 nor more than 90 days before the date of the meeting or as may be otherwise ordered by the directors. 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 in that case be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving notice, intends to present for action by the members.
2. Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):

1. Removing a director without a cause;
2. Filling vacancies on the board of directors by the members;
3. Amending the articles of incorporation;
4. Approving a contract or transaction in which a director has a material financial interest; and
5. Approving a plan of distribution of assets, other than cash, in liquidation when the corporation has more than one class of memberships outstanding.

3. Manner of Giving Notice. Notice of any meeting of members shall be given either personally or by first-class mail, telegraphic or other written communication, charges prepaid, addressed to each member either at the address of that member appearing on the books of the corporation or the address given by the member to the corporation for the purpose of notice. If no address appears on the corporation's books and no other has been given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or telegraphic or other written communication to the corporation's principal executive office, or (ii) notice is 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.
4. Affidavit of Mailing Notice. An affidavit of the mailing or other means of giving any notice of any members' meeting may be executed by the secretary, assistant secretary, or any other party of the corporation giving the notice, and if so executed, shall be filed and maintained in the minute book of the corporation.

Section 5.05        Quorum

1. Percentage Required. Thirty-three and one-third percent of the members shall constitute a quorum for the transaction of business at a meeting of the members. A lesser amount may constitute a quorum if notice of the general nature of the meeting is sent to the members at least 10 days before the meeting, said notice complying with all bylaw provisions governing the lime and manner of giving notice as stated hereinabove in Section 4 of this Article VI.
2. Loss of Quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

Section 5.06        Adjourned Meeting

Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time-to-time by the vote of the majority of the members represented at the meeting, either in person or by proxy. But in the absence of a quorum, no other business may be transacted at that meeting, except as provided in this Article.

Section 5.07        Voting

1. Eligibility to Vote. Persons entitled to vote at any meeting of members shall be members as of the date determined in accordance with Section 10 of this Article VI, subject to the provisions of the California Nonprofit Corporation Law.
2. Manner of Casting Votes.  Voting may be by voice or ballot, provided that any election of directors must be by ballot if demanded by any member before the voting begins.
3. Only majority of members represented at meeting Required, Unless Otherwise Specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than the election of directors) shall be the act of the members, unless the vote of a greater number of voting by classes is required by California Nonprofit corporation Law or by the articles of incorporation.

Section 5.08        Waiver of Notice or Consent by Absent Members

(a)        Written Waiver of Consent. The transactions of any meeting of members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Sections 4 (b) or 5 (a) of Article VI, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(b)        Waiver by Attendance. Attendance by a person at a meeting shall also constitute a waiver of notice of meeting, except when the person objects at the beginning of the meeting to the transaction of business due to the inadequacy or illegality of the notice. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.

Section 5.09        Action by Written Consent without a Meeting

General. Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice if written ballots are received from a number of members at least equal to the quorum applicable to a meeting of members. All such written ballots shall be filed with the secretary of the corporation and maintained in the corporate records. All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.

Section 5.10        Record Date for Member Notice, Voting, Giving consents

1. To be Determined by Board of Directors. For the purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the board of directors may fix, in advance, a "record date," which shall not be more than 60 nor fewer than 10 days before the date of any such meeting, nor more than 60 days before any such action without a meeting. Only members of record on the date so fixed are entitled to notice, to vote, or to given consents, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record date, except as otherwise provided in the articles of incorporation, by agreement, or in the California Nonprofit Corporation Law.
2. Failure of Board to Determine Date.

1. Record Date for Notices or Voting. Unless fixed by the board of directors, the record date for determining those members entitled to receive notice of, or to vote at, a meeting of members, shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held.
2. Record Date for Written consent to Action without Meeting. Unless fixed by the board, the record date for determining those members entitled to vote by ballot on corporate action without a meeting, when no prior action by the board has been taken, shall be the day on which the first written consent is given. When prior action of the board has been taken, it shall be the day on which the board adopts the resolution relating to that action.
3. "Record Date" means as of Close of Business. For purposes of this paragraph (b), a person holding membership at the close of business on the record date shall be deemed the member of record.

Section 5.11 Proxies

1. Right of Members. Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member's attorney in fact.
2. Revocability.  A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (1) revoked by the member executing it, before the vote cast pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked by subsequent proxy executed by such member, or by personal attendance and voting at a meeting by such member, or (ii) written notice of the death or incapacity of the maker of the proxy is received by the corporation the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy. The revocability of the proxy states on its face that it is irrevocable shall be governed by the provisions of the California Nonprofit Corporation Law.
3. Form of Solicited Proxies.  In any election of directors, any form of proxy that is marked by a member "withhold," or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director. Failure to comply with this paragraph shall not invalidate any corporate election taken, but may be the basis for challenging the proxy at a meeting.
4. Effect of Member's Death. A proxy is not revoked by the death or incapacity of the maker or the termination of a member as a result thereof unless, before the vote is counted, written notice of the death or incapacity is received by the corporation.

Article VI

Directors

Section 6.01        Powers

1. General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
2. Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to:

(i)        Appoint and remove, at the pleasure of the board, all officers, agents and employees of the corporation; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws: and fix their compensation and require from them security for faithful performance of their duties.

(ii)        Change the principal office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings.

(iii)        Adopt and use a corporate seal and alter the form thereof.

(iv)        Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.

Section 6.02        Number and Selection of Directors and Restrictions on Directors

1. Authorized Number. The authorized number of Directors shall be eleven (11). Directors need not be residents of the State of California.
2. Selection. The Board shall be selected as follows:

(i)        Initial Directors. The initial Board members shall be elected by the incorporator(s) named in the corporation's Articles of Incorporation.

(ii)        Subsequent Directors. All directors shall be elected at each annual meeting of the members, to hold office until the next annual meeting: however, if any such directors are not elected at any annual meeting, they may be elected at any special members' meeting held for that purpose or by written ballot. Each such director, including a director elected to fill a vacancy or elected at a special members' meeting or by written ballot. Each such director, including a director elected to fill a vacancy or elected at a special members' meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

3. Restrictions on Directors. Not more than forty nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is (1) any person being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full time or part time employee, independent contractor, or otherwise; and (ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation. A Director may not participate in any vote on any proposed transaction with another organization or entity of which such Director is also an employee, principal or Director.

Section 6.03        Term of Office of Directors

The directors newly appointed or selected in accordance with Section 5.02 (b) shall hold office for a term of one (1) year.

1. Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (1) the death, removal, suspension or resignation of any Director; or (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgement of any court to have breached a duty under Sections 5230 and following of the California Nonprofit Public Benefit corporation Law.
2. Resignation. Except as provided in this subsection, any Director may resign effective upon giving written notice to the Chairman of the Board, if any or the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective. Except upon notice to the Attorney General of the State of California, no Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.
3. Filling Vacancies. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum or by a sole remaining Director.
4. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director's term of office expires.

Section 6.05        Place of Meetings; Meetings by Telephone

Meetings of the Board shall be held at the principal office of the corporation or at such other place as has been designated by the Board. In the absence of any such designation, meetings shall be held at the principal office of the corporation. Any meeting may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

Section 6.06        Annual, Regular and Special Meetings

1. Annual Meeting. The board shall hold an annual meeting in conjunction with the regularly scheduled Board meeting in the month of January of each year for the purpose of organization, election of officers and the transaction of other business; provided, however that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required.
2. Other Regular Meetings. The board shall hold at least six regular business meetings throughout the year; said meetings shall be held without call and on a date to be fixed by resolution of the Board; provided, however, any given monthly meeting may be dispensed with by a majority vote of the board. Such regular meetings may be held without notice.
3. Special Meetings.

(i)        Authority to call. Special meetings of the board for any purpose may be called at any time by the chairman of the Board, if any, the President or any vice President, or the Secretary or any two Directors.

(ii)        Notice.

a.        Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:

1. by personal delivery of written notice;
2. by first class mail, postage prepaid;
3. by telephone, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to Director; or
4. by telegram, charges prepaid

All such notices shall be given or sent to the Director's address and/or telephone number as shown on the records of the corporation.

b.        Time requirements. Notices sent by first class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least forty eight hours before the time set for the meeting.

c.         Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.

Section 6.07        Quorum

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 5.09. Subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (1) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) approval of certain transactions between corporations having common directorship, (iii) creation of an appointment of committees of the board and (iv) indemnification of directors, every act or decision done or made by a majority of the Directors present fit a meeting duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 6.08        Waiver of Notice

Notice of a meeting need not be given any Director who signs a waiver of notice or a written consent to holding the meeting or on approval of the minutes thereof, whether before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a party of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its commencement the lack of notice to such Director.

Section 6.09        Adjournment

A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 6.10        Notice of Adjourned Meeting

Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty four hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were at the time of the adjournment.

Section 6.11        Action Without Meeting

Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly approved action of the board. Such written consent or consents shall be filed with the minutes of the proceedings of the board. For the purposes of this Section 5.11 only, "all members of the Board" shall not include Directors who have a material financial interest in a transaction to which the corporation is a party.

Article VII

Committees

7.01        Committees of the Board

The Board, by resolution adopted by a majority of the Directors then in office, may create one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee, who may replace an absent member at any meeting. Any such committee, to the extent provided in the resolution of the Board, shall have all of the authority of the board, except that no committee, regardless of Board resolution may:

1. fill vacancies on the Board or in any committee which has the authority of the board;
2. establish or fix compensation of the Directors for serving on the Board or on any committee;
3. amend or repeal Bylaws or adopt new bylaws;
4. amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
5. appoint any other committees of the Board or the members of these committees;
6. approve any contract or transaction to which the corporation is a party and in which one or more of its Directors has a material financial interest, except as such approval is provided for in Section 52233(d)(3) of the California Corporations code.

Section 7.02        Meetings and Actions of the Committees

Meetings and action of committees of the Board shall be governed by, held and taken in accordance with the provisions of Article V these Bylaws, concerning meetings and other actions of the Board, except that the time for regular meetings of such committees and the calling of special meetings thereof may be determined either by resolution of the Board or, if there is no Board resolution, by resolution of the committee of the Board. Minutes shall be kept of each meeting of any committee of the Board and shall be filed with the corporate records. The board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws or in the absence of rules adopted by the Board, the committee may adopt such rules.

Article VIII

Officers

Section 8.01        Officers

The officers of the corporation shall include a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the Board's discretion, a chairman of the Board, one or more Vice Presidents, one or more Secretaries, one or more assistant Treasurers, and such other officers as may be appointed in accordance with Section 7.03 of these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the chairman of the Board.

Section 8.02        Election of Officers

The officers of the corporation, except those appointed in accordance with the provisions of Section 7.03 of this Article Vll, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

Section 8.03        Other Officers

The Board may appoint and may authorize the Chairman of the board or the President or another officer to appoint any other officers that the corporation may require, each of who shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board.

Section 8.04        Removal of Officers

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.

Section 8.05        Resignation of Officers

Any officer may resign upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Section 8.06        Vacancies in Office

A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

Section 8.07        Responsibilities of Officers

1. Chairman of the Board. If a chairman of the Board is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the chairman of the Board shall also be the Chief Executive Officer and shall have the powers and duties for the President of the corporation prescribed by these Bylaws.
2. President/Chief Executive Officer. Subject to the control and super vision of the board, the President shall be the Chief Executive Officer and general manager of the corporation and shall generally supervise, direct and control the activities and affairs and the officers of the corporation. The President, in the absence of the chairman of the Board, or if there be none, shall preside at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board or these bylaws.
3. Vice Presidents. In the absence or disability of the President, the vice Presidents, if any, in order of their rank, shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President The Vice Presidents shall have such other powers and perform such other duties as from time to lime may be prescribed for them by the Board or the bylaws.
4. Secretary.

1. Book of minutes. The secretary shall keep or cause to be kept, at the principal office or such other place as the board may direct, a book of minutes of all meetings and actions of the board and of committees of the board. The Secretary shall also keep, or cause to be kept, at the principal office in the State of California, a copy of the Articles of Incorporation and bylaws, as amended to date. If the corporation is one having members, the secretary shall also maintain a complete and accurate record of the membership of the corporation, as well as a record of the proceedings of all meetings of the membership.
2. Notices, Seal and other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

5. Chief Financial Officer.

1. Books of Account. The chief financial officer of the corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the Directors such financial statements and report as are required by law or these bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times.
2. Deposit and Disbursement of Money and valuables. The chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the president or chairman of the board, if any, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation and shall have other powers and perform such other duties as may be prescribed by the Board or by the bylaws.
3. Bond. If required by the Board, the chief financial officer shall give the corporation a bond in the amount and with the surety of sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the chief financial officer upon death, resignation, retirement or removal from office.

Article IX

Indemnification and Insurance

Section 9.01        Indemnification

1. Rights of Indemnity. To the full extent permitted by law, this corporation shall indemnify its Directors, officers, employees and other persons described in Section 5238(a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgements, fines, settlements and other amounts actually and reasonably incurred in connection with any "proceeding", as that term is used in such Section and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by such Section. "Expenses", as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporation Code.
2. Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine in accordance with Section 5238(e) of the Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent formation of a quorum of Directors who are not parties to such proceeding, the board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in section 5238(b) or section 5238(c) has been met.
3. Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under these bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation thereof.

Section 9.02        Insurance

The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer's, Director's, employee's or agent’s status as such.

Article X

Records and Reports

Section 10.01        Maintenance of Corporate Records

The corporation shall keep:

1. Adequate and correct books and records of account;
2. Minutes in written form of the proceedings of the Board and committees of the Board;
3. If applicable, a record of its members, giving their names and addresses and the class of membership held.

Section 10.02        Inspection by Directors

Every Director shall have the absolute right at any reasonable lime to inspect all books, records and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations. This inspection by the Director may be made in person or by an agent or attorney, and the right of the inspection includes the right to copy and make extracts of documents.

Section 10.03        Annual Report

Except as provide under Section 6321 (c) (d) or (f) of the California Corporations code, not later than one hundred twenty days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be sent to all members of the Board. Such report shall contain the following information in reasonable detail:

1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
2. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
4. Any information required by Section 9.04.

Section 10.04        Annual Statement of Certain Transactions and Indemnifications

The corporation shall prepare annually and furnish to each director a statement of any transaction or indemnification of the following kind within on hundred twenty days after the close of the fiscal year of the corporation:

1. Any transaction to which the corporation, its parent or its subsidiary was a party, an in which any director or officer of the corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest) had a direct or indirect material financial interest, if such transaction involved over fifty thousand dollars, or was one of a number of transactions with the same person involving, in the aggregate, over fifty thousand dollars.
2. Any indemnification or advances aggregating more than ten thousand dollars paid during the fiscal year to any officer of the corporation pursuant to Section 8.01 hereof.

The statement shall include a brief description of the transaction, the name of the Director(s) or officer(s) involved, their relation to the corporation, the nature of such person's interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

Article XI

Construction and Definitions

Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person” includes both a legal entity and a natural person.

Article XII

Amendments

Section 11.01        Action by the Board

The bylaws may be amended or repealed by new bylaws may be adopted by a majority vote of the Board.

Section 11.02        Limitations of Amendment of Bylaws

Where any provision of these bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. No amendment may extend the term of a Director beyond that for which such Director was elected.

Section 11.03        Maintenance of Records

The Secretary of the corporation shall see that a true and correct copy of all amendments of the bylaws, duly certified by the secretary, is attached to the official bylaws of the corporation and is maintained with the official cords of the corporation at the principal office of the corporation.