under Section 23701d of the California Revenue and Taxation Code (or the corresponding section of any future California revenue and tax law).

ARTICLE IV


BORAD OF DIRECTORS AND OFFICERS


Section 4.1 The board of directors shall consist of fifteen elected directors.

Section 4.2 The officers of the association shall consist of a president, an executive vice president, a vice president, a treasurer and a secretary.  The officers shall be elected by the directors among themselves.

Section 4.3 The terms of the elected directors shall be three years with one-third of th directors to be replaced annually.  The terms of the officers shall be one year and no individual shall hold the office of presidency for more than two consecutive years.

Section 4.4 In the event of a vacancy occurring in the office of presidency, the executive vice president shall take over the office until the term expires.

Section 4.5 An affirmative vote of 75% of the entire board of directors is required to remove a director or an officer.

ARTICLE V


GOVERNMENT


Section 5.1 The government of the association shall be vested in the members.  The membership shall establish policies for the operation of the association in conformity with provisions of these by-laws.

Section 5.2 The board of directors shall function between meetings of the membership at large and shall be responsible to the membership at large.

ARTICLE VI


MEETING


Section 6.1 The association shall hold an annual meeting and may convene additional meetings, conferences, and seminars as the board of directors deem necessary.  The president of the designee shall preside and conduct all meetings.

Section 6.2 A majority of the dues-paying members shall constitute a quorum.

Section 6.3 An annual report shall be prepared within 120 days after the end of the corporation's fiscal year.  It, therefore, shall contain such information as required by Section 8321 of the corporations code of the State of California.

ARTICLE VII


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