MSBIA - BYLAWS

                                        

(formerly known and still often referred to as:

The Main Street Merchants Association and The Main Street Committee)

                                        

ARTICLE I NAME

                                        

The name of this corporation is the Main Street Business Improvement Association, Inc.

                                        

ARTICLE II OFFICES

                                        

Section 2.1 Principal Office

                                        

The name and address in the State of California of this corporation’s initial agent for service of process is:

Name: Gary Gordon, Executive Director

Address: 1549 11t St., #202

                                        

City: Santa Monica State: CALIFORNIA Zip: 90401

                                        

Section 2.2 Other Offices

                                        

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

                                        

ARTICLE III PURPOSE AND LIMITATIONS

                                        

Section 3.1. Purpose

A. This corporation is a nonprofit MUTUAL BENEFIT CORPORATION organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law.

B. The specific purpose of this corporation is to improve economic health and climate of the Main Street business improvement district in Santa Monica.

C. Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation.

        

                                

Section 3.2. Limitations

                                        

Property. The property, assets, profits and net income of the MSBIA are dedicated irrevocably to the purposes set forth in Section 3. 1 above. No part of the profits or net earnings of the MSBIA shall ever inure to the benefit of any of its Directors, trustees, officers, members, employees, or to the benefit of any private individual.

                                        

Dissolution. Upon the winding up and dissolution of the MSBIA, after paying or adequately providing for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of the MSBIA shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for mutual benefit purposes and which has established its tax-exempt status under Section 501(c) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), whichever form of distribution is approved by the Directors and members of the MSBIA.

                                        

ARTICLE IV MEMBERSHIP

                                        

Any business located within the Assessment Area and subject to the assessment under the Main Street Assessment Ordinances is automatically entitled to membership in the MSBIA, provided such business is not in default (as determined by the City of Santa Monica) of payment of the assessment under the Main Street Assessment Ordinances, with the right to attend and vote at the annual meetings of the MSBIA, any special meetings of the MSBIA, and the right to participate in any other activities of the MSBIA (hereinafter all such businesses shall be referred to as the “Members” and each such business shall be referred to as a “Member”).

                                        

ARTICLE V MEETINGS OF THE MSBIA

                                        

Section 5.1. Place of Meetings.

                                        

Meetings of the MSBIA shall be held at any place within the Assessment Area designated by the Board.

                                

                                        

Section 5.2. Annual Meeting.

                                        

The annual meeting of the MSBIA shall be held in July or August of each year on a date and at a time designated by the Board upon proper notice to all Members. At the annual meeting, Members shall elect open positions on the Board, receive a report of the affairs of the MSBIA and transact such other business as may properly be brought before the meeting.

                                        

Section 5.3. General Meetings

                                        

In addition to the annual meeting of the MSBIA, there shall be held at least three general meetings of the MSBIA in each year, which shall be held on dates and at a times designated by the Board upon proper notice to all Members. One general meeting shall be held in each quarter of the year in which the annual meeting does not fall.

                                        

Section 5.4. Special Meetings.

                                        

A special meeting of the MSBIA, for any purpose or purposes whatsoever, may be called at any time by the Board, or by the Chairperson of the Board.

                                        

Section 5.5. Notice of Meetings

                                        

Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Members entitled to vote thereat by the Chairperson of the Board or his/her designee, or if their be no such officer, or in the case of their neglect or refusal, by any Board Member. Such notices shall be given either personally, by facsimile, mail or email and shall be sent to the Members’ address appearing in the records of the MSBIA. Notice of any meeting of the MSBIA shall specify the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, with no other business being transacted, or (b) in the case of the annual meeting, those matters which the Board, at the date of the notice, intends to present for action by the Members.

                                        

Section 5.6. Voting Rights and Association Action

                                        

Each Member is entitled to one vote at any meeting of the MSBIA, provided such

                                                                        

Member is not in default (as determined by the City of Santa Monica) of payment of the assessment under the Main Street Assessment Ordinances. Upon curing any default, such Member’s voting privileges shall automatically be reinstated. If a dispute exists as to whether a Member is in default, that Member shall retain its voting privileges during the duration of the dispute, providing that Member has taken the appropriate legal steps to appeal and challenge the default. At any properly noticed General Meeting of the MSBIA, a quorum shall not be required for the MSBIA to transact business, and a majority vote of the Members entitled to vote and attending that meeting shall constitute an act by the MSBIA, which shall include, but not be limited to, election of the Board. All voting shall be done by the Member or a bonafide representative of the Member, in person. For the purpose of this paragraph, a bonafide representative shall be any bonafide board member or officer of a corporation (or the equivalent of any other legal entity), a general partner, or a sole proprietor, or the bonafide manager or bonafide employee of the business directly subject to the assessment, as designated by the sole proprietor or general partner. There is no right to vote by proxy.

                                        

Section 5.7. Chairperson and Secretary of Meeting

The Chairperson of the Board, or in the absence thereof, the Vice Chairperson, shall call the meeting of the MSBIA to order and shall act as Chair of the meeting. In the absence of both the Chairperson and the Vice Chairperson, the Members shall appoint a Chair for the meeting. The Secretary of the MSBIA, if one is elected, shall act as Secretary of all meetings of the MSBIA, but in the absence of the Secretary at any meeting of the MSBIA, the presiding officer shall appoint any person to act as such Secretary of the meeting.

                                        

Section 5. 8. Rules of Order for Meetings

                                        

The MSBIA will follow the Rules of Order for Meetings of the MSBIA Board the MSBIA Committee Meetings and MSBIA General Meetings approved by the MSBIA Board 10/8/14.

                                        

ARTICLE VI MANAGEMENT AND DIRECTORS

                                

        

Section 6.1. Powers and Standard of Care

                                        

A. Powers:

Subject to the laws of the State of California, the Main Street Assessment Ordinances, and any contractual agreements entered into by the City of Santa Monica relating to the Main Street Assessment Ordinances, and subject to any limitation in the Bylaws relating to action required to be approved by MSBIA members, the business and affairs of this MSBIA shall be managed by or under the direction of the Board.

B. Standard of Care:

i. Each Board Member shall perform such duties in good faith, in a manner such Board Member believes to be in the best interest of the MSBIA and its Members, and with such care including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.

ii. In performing the duties of a Board Member, a Board Member shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in which case prepared or presented by:

(a) One or more employees of the MSBIA or officers or employees of the City of Santa Monica or the legal, designated Administrator of the MSBIA Business Improvement District, as provided by ordinances and contracts with and between the City of Santa Monica and the Administrator, whom the Board Member believes to be reliable and competent in matters presented,

(b) Counsel, independent accountants or other persons as to matters which the Board Member believes to be within such person’s professional or expert competence, or

(c) A Committee of the Board upon which the Board Member does not serve, as to matters within its designated authority, which committee the Board Member believes to merit confidence, so long as in any such case, the Board Member acts in good faith, after reasonable inquiry when the need, therefore, is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

                                        

Section 6.2. Number and Qualifications of the Board Members

                                        

A. Number: The authorized number of Board Members elected by MSBIA members and entitled to vote shall be six (6). In addition, the following are each entitled to appoint one nonvoting representative to the Board:

i. The Board Member of the Convention and Visitors Bureau;

                                        

ii. The Economic Development Division of the City of Santa Monica; and iii. The Santa Monica Chamber of Commerce.

B. Qualifications of the Board Members:

i. Elected Board Members:

                                        

a. Six (6) voting Board Members shall be elected by the Members of the MSBIA (the “Board Members”).

b. To be eligible for election as a Board Member, the Member must be a bonafide representative of a business subject to, and not in default of, the assessment under the Main Street Assessment Ordinances for the year prior to their service as a Board Member. For the purpose of this paragraph, a bonafide representative shall be any board member or officer of a corporation (or the equivalent of any other legal entity), a general partner, or a sole proprietor, or the bonafide manager or bonafide employee of the business directly subject to the assessment.

                                        

Section 6.3. Election and Term of Office of Board Members

                                        

A. Board Members Elected by MSBIA Members: At the annual meeting of the Members, Board Members shall be elected by the Members, fifty percent (50%) shall hold office until the next annual meeting, and fifty percent (50%) shall hold office until the second annual meeting following their election. Thereafter, fifty percent (50%) of the Board Members shall be elected at each annual meeting of the Members and shall hold office until the second annual meeting following their election. Each Elected Board Member, including a Board Member elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Terms begin Sept. 1 and end Aug. 31.

                                        

B. Nonvoting Representatives: Each Nonvoting Representative shall serve at the discretion of the individual or entity authorized to appoint them, for whatever period such individual or entity designates.

                                        

Section 6.4. Vacancies

                                        

A vacancy on the Board shall be deemed to exist in the event of the death, resignation or removal of any voting Board Member, or if the Members, at any meeting of the Members at which Elected Board Members are to be elected, fail to elect the full number of authorized Board Members. Vacancies on the Board of an Elected Board

                                

                                                                

Member may be filled by a majority of the remaining Elected Board Members, though less than a quorum, upon nomination by the Chairperson, or, if applicable, vacancies may be filled by a sole - remaining Member Elected Board Member. Vacancies on the Board of a Resident Board Member shall be filled in accordance with Section 2 of this Article. Any Board Member may resign, effective upon giving written notice to the Chairperson of the Board or the Board Members, unless the notice specifies a later time for that resignation to become effective. If the resignation of the Board Member is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective. No reduction of the authorized number of Board Members shall have the effect of removing any Board Member before the Board Member’s term of office expires.

                                        

Section 6.5. Removal of Board Members

                                        

Any Board Member who misses five (5) scheduled Board meetings in a year my be automatically removed by a majority vote of the other Board Members. (For the purpose of this paragraph, a year is defined by General Election/Annual Meeting to General Election/Annual Meeting.) Any Elected Board Member shall automatically be removed without any action by the Board or the Members of the MSBIA if such Elected Board Member ceases to be a bonafide representative of a business subject to, and not in default of, the assessment under the Main Street Assessment Ordinances. Any Resident Board Member shall automatically be removed without any action by the Board or Members of the MSBIA if such Resident Board Member ceases to be a resident of the Ocean Park neighborhood.

                                        

Section 6.6. Meetings

                                        

A. Regular Meetings: Regular meetings of the Board shall be held at such time and at such place within the Assessment Area as shall, from time to time, be fixed by the Board. If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter. Notwithstanding any other provision of these By-Laws, all meetings of the Board shall be noticed and conducted in accordance with the requirements of the Ralph M. Brown Act (Section 54950 and following of the Government Code of the State of California).

                                        

B. Special Meetings: Special meetings of the Board for any purpose or purposes may be called by the Chairperson of the Board or by any three Board Members. Notice of the purpose, and of the time and place for the special meeting, shall be delivered personally, by phone, email or fax to each Board Member or sent by first class mail addressed to each Board Member at his or her address as it is shown in the records of the MSBIA. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of holding the meeting. In case such notice is delivered personally, by telephone, email or fax, it shall be delivered at least forty-eight (48) hours prior to the time of holding the meeting.

                                        

C. Public Attendance and Participation at MSBIA Board Meetings and General Meetings: An agenda item indicating Public Comments will appear on each agenda, its place on the agenda to be determined by the Chairperson. When that item is called, the Chair will ask if anyone in the public has comments, and will recognize those who do. The Chair may invoke a 2-minute rule at his or her discretion. During discussion of regular agenda items, the Chair will recognize members of the public at such time as he or she deems appropriate to speak only on that particular item and may invoke a 2- minute rule. The Chair may overrule the participation of anyone deemed by the Chair to be unruly or disruptive. A majority of the Board can override the Chair’s decisions on any of the above, and can invoke a 2-minute rule even if the Chair has not.

                                        

Section 6.7. Board Action

                                        

A. Quorum: The presence in person of three (3) Board Members entitled to vote at any meeting of the Board shall constitute a quorum for the transaction of business, except to adjourn as provided in this Section below. Every act or decision taken by a majority of Board Members present at a meeting, duly held at which a quorum was present, shall be regarded as an act of the Board. The Board Members present at a duly called or held meeting, at which a quorum is present, may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of Board Members required to constitute a quorum.

                                        

B. Waiver of Notice: The transactions of any meeting of the Board, however called, noticed, or wherever held, shall be as valid as though it had a meeting duly held after the regular call and notice if a quorum be present and if, either before or after the meeting, each of the Board Members not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Waiver of notices or consents need not specify the purpose of the meeting. All such waivers, consents and approvals shall be made part of the minutes of the meeting. Notice of the meeting shall also deemed given to any Board Member who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Board Member.

                                        

C. Adjournment: A majority of the Board Members present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding the adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case, notice of such time and place shall be given prior to the time of the adjourned meeting to the Board Members who were not present at the time of the adjournment. D. Board Members Acting By Majority Consent: A majority of the Board, responding to a personal contact, email or phone poll by the Chairperson or his/her designee may decide any issue or take any action, including the authorization to expend funds up to but not to exceed $3,000 if there are legitimate time considerations that require this action before the next scheduled Board meeting or before a Special Board Meeting can be called, and if the expense is within the adopted budget for that fiscal year, and provided the amount of money authorized exists in the MSBIA account. A good faith attempt must be made to contact all Board Members.

                                        

E. Chairperson Authorizing Expenditures: The Board may include in the budget a line item with an amount of money of their choosing for a discretionary fund for the Chairperson, with the understanding that this amount can be changed by a majority of the voting members of the Board, and with the understanding that the record of these expenses will be available to the Board on demand. For the purposes of checks and balances, it is herein reiterated that any expense of this money must be justifiable within the mission and goals of MSBIA, and is not for personal use.

                                        

F. Sole Board Member Entitled to Act: In the event that only one Board Member is authorized to act by the Bylaws, then any references, herein, to notices, waivers, consents, meetings or other actions by the majority or quorum of Board Members shall be deemed or referred as such notice waiver, etc., by such sole Board Member, who shall have all the rights and duties and shall be entitled to exercise all the powers and shall assume all the responsibilities otherwise, herein, described given to a Board.

                                        

Section 6.8. Committees

                                        

A. Committees Appointed by the Board: Committees of the Board may be created by a majority of Board Members entitled to vote, and may be appointed by the Board or by the Chair. Committees shall be composed of at least one (1) voting Board Member and shall have such powers of the Board as may be expressly delegated to them by resolution of the Board, except those powers expressly made non-delegable by California law. The Board may designate one (1) or more voting Board Members as alternate members of any committee, who may replace any absent member at any meeting of the committee.

                                        

B. Meetings and Actions of Committees: Meetings of committees shall decided on by committee members. Notice of these meetings shall be communicated to all committee members on a timely basis. No actions of Committees are final and binding upon MSBIA unless such actions have specifically been previously approved by the Board, or are subsequently approved by the Board. Notwithstanding any other provision of these By-Laws, all meetings of standing committees shall be noticed and conducted in accordance with the requirements of the Ralph M. Brown Act (Section 54950 and following of the Government Code of the State of California).

                                        

Section 6.9. Reimbursement & Compensation & Committee Members

                                        

Board Members and members of Committees may receive such reimbursement for expenses, as may be fixed or determined by resolution of the Board. Nothing, herein, contained shall be construed to preclude any Board Member from serving the MSBIA in any other capacity as an officer, employee, consultant, or otherwise, and receiving compensation for such services. Participation on the Board or on a Committee is voluntary; there will be no compensation.

                                        

ARTICLE VII OFFICERS

                                        

Section 7.1. Officers of the MSBIA

                                        

The principal officers of the MSBIA shall be a Chairperson of the Board, Vice- Chairperson of the Board, Treasurer and Secretary.

                                        

Section 7.2. Elections of Officers and Duties of Officers

                                        

A. Chairperson of the Board: The Chairperson of the Board shall be a duly -elected voting Board Member appointed by a majority of the voting Board Members at the first Board meeting following each annual meeting of the MSBIA, and shall hold office until the first Board meeting following the next annual meeting of the MSBIA. Subject to the control and supervision of the Board, the Chairperson shall be the Chief Executive Officer and general manager of the MSBIA and shall generally preside over meetings and supervise the activities and affairs of the corporation. The Chairperson shall have such other powers and duties as may be prescribed by the Board or these Bylaws.The Chairperson shall hold office until expiration of the term for which elected and until a successor has been qualified. The Chairperson will approve all disbursements of funds in accordance with the adopted budget and Board actions. In the absence of the Chairperson, the Vice-Chairperson will assume this duty.

B. Executive Director: Notwithstanding the role of the Chairperson of the Board, the Board may also at any time appoint another person as Executive Director who may receive a salary and may or may not be a member of the Board. The Executive Director so appointed shall be subject to the control and supervision of the Board and have such powers and duties as may be prescribed by the Board.

C. Vice Chairperson of the Board: At the discretion of the Board, a Vice Chairperson of the Board may be elected. The Vice-Chairperson of the Board shall be a duly elected voting Board Member appointed by a majority of the voting Board Members at the first Board meeting following each annual meeting of the MSBIA and shall hold office until the first Board meeting following the next annual meeting of the MSBIA. In the absence or disability of the Chairperson, the Vice Chairperson shall perform the duties of the Chairperson. The Vice Chairperson shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the Bylaws. The Vice Chairperson shall hold office until expiration of the term for which elected and until a successor has been qualified.

D. Secretary of the Association: The Secretary of the MSBIA shall be a duly elected

                                                                        

voting Board Member appointed by a majority of the voting Board Members at the first Board meeting following each annual meeting of the MSBIA and shall hold office until the first Board meeting following the next annual meeting of the MSBIA. 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. The Secretary shall hold office until expiration of the term for which elected and until a successor has been qualified.

                                        

E. Treasurer: A Treasurer other than the administrator appointed by the City shall be appointed, although any administrator appointed by the City may still be required to act as Treasurer, collect

                                        

and disburse funds, keep and maintain adequate and correct books and accounts of the properties and transactions of the corporation, and prepare and send to the Directors such financial statements and reports as required by law or these Bylaws to be given. The Treasurer of the MSBIA shall be a duly elected voting Director appointed by a majority of the voting Directors at the first Board meeting following each annual meeting of the MSBIA. The Treasurer shall hold office until the first Board meeting following the next annual meeting of the MSBIA.

                                        

(i) Books of Account: The Treasurer of the MSBIA shall review, or cause to be maintained, adequate and correct books and accounts for the properties and transactions of the MSBIA, and shall review, send or cause to be sent to the Directors such financial statements and reports prepared by the administrator appointed by the City as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director or person appointed by the Board of Directors at all reasonable times.

                                        

(ii) Deposit and disbursement of money and valuables: The Treasurer shall review all disbursements of funds of the MSBIA as may be ordered by the Board, shall review all deposits of money and other valuables in the name of and to the credit of the MSBIA as may be designated by the Board, and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

                                

F. MSBIA shall keep full and accurate records of assessment funds, grant funds from the City, income from the Farmer’s Market, and any additional income. MSBIA will provide account information, as per its contract with the city, and may hire a bookkeeper and/or CPA firm to fulfill its contractual obligations to the city. The MSBIA Chairman, Vice Chairman, [Treasurer] and Executive Director will all be signatories on each account. The Board may designate additional signatories in formal action at a Board meeting.

                                        

Section 7.3. Removal and Resignation of Officers

                                        

Any officer may be removed from that office, but not from the Board, with or without cause, by a majority of the voting Board Members at that time in office, at any regular or special meeting of the Board.

                                        

Section 7.4. Vacancies in Office

                                        

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

                                        

ARTICLE VII MSBIA RECORDS

                                        

Section 8.1. Maintenance and Inspection of Bylaws

                                        

The Association shall keep at its principal office, or if there is no principal office, at a place designated by the Board from time to time, the original or a copy of the Bylaws amended to date. Upon written request of any Member, the Chairperson or Secretary shall furnish to such Member, at the Member’s expense, a copy of the Bylaws as amended to date.

                                        

Section 8.2. MSBIA Records

                                        

The MSBIA shall keep at its principal office, or if there is no principal office, at a place

                                        

designated by the Board from time to time, the original or a copy of the minutes of all Board meetings, Committee meetings and MSBIA meetings to date. Upon written request of any Member, the Chairperson or Secretary shall make available to such

                                                                        

Member, within a reasonable time, the minutes requested for inspection at a place within the Assessment Area designated by the Chairperson or Secretary.

                                        

Section 8.3. Financial Records

                                        

The MSBIA shall keep at its principal office, or if there is no principal office, at a place designated by the Board from time to time, the original or a copy of all financial records of the MSBIA to date. Upon written request of any Member, the Chairperson or Secretary shall make available to such Member, within a reasonable time, the financial records requested for inspection at a place within the Assessment Area designated by the Chairperson or Secretary.

                                        

ARTICLE IX GENERAL MSBIA MATTERS

                                        

Section 9.1. Checks, Drafts and Evidence of Indebtedness

                                        

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 MSBIA, shall be requested from the administrator appointed by the City by such person or persons, and in such manner as, from time to time, shall be determined by resolution of the Board.

                                        

Section 9.2. Association Contracts and Instruments. How Executed

                                        

The Board, except as may otherwise be provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of, and on behalf of, the Association. Such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of any officer, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or pledge its credit or to render it liable for any purpose or to any amount.

                                        

Section 9.3. Construction and Definitions

                                        

Unless the context requires otherwise, the general provisions, rules of construction and definitions of the California General Corporation laws shall govern the construction of these Bylaws. Throughout these Bylaws, The “Main Street Assessment Ordinances” shall mean Santa Monica City Ordinance Number 1973 (CCS) (2000), which was enacted pursuant to Ordinance 1606 (CCS) as amended by Ordinance Number 1845

                                                                        

(CCS), and shall include any future amendments to Santa Monica City Ordinance Numbers 1606 and 1845 (CCS) and any future ordinance enacted pursuant to that directed towards the Assessment Area.

                                        

ARTICLE X AMENDMENTS TO BYLAWS

                                        

Section 10.1. Amendment by Members

                                        

New Bylaws may be adopted, or these Bylaws may be amended or repealed, by the majority vote at the Annual Meeting upon presentation to the Board of a petition with 2/3 of the signatures of the Membership ninety (90) days prior to the Annual Meeting, with specific language as to proposed changes such that the proposal(s) may be noticed and circulated on a timely basis for the Annual Meeting.

                                        

Section 10.2. Amendment by Board Members

                                        

Subject to the rights of the Members as provided in Section 1 of this Article, to adopt, amend or repeal Bylaws, the Board may amend these Bylaws. Notwithstanding the foregoing, Section 2 of Article I and Section 5 of Article IV may only be amended by a vote of the Members and not by the Board.

                                        

ARTICLE XI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

                                        

The MSBIA shall, to the maximum extent permitted by California law, indemnify or cause to be indemnified each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the MSBIA.