Meetings

An annual meeting of the Board and General Membership (hereinafter the "Annual Meeting") shall be held each year in the month of September on a stated date to be determined each year by the Board.

All meetings of the voting membership shall be held at such place within or without the State of California, as the Board shall from time to time direct. In the absence of such direction, meetings of the voting membership shall be held at such place in the County of Los Angeles, as the President shall direct.

In the course of normal business, the Board shall meet not less than quarterly at such times as the directors shall from time to time determine. The President or any other member of the Board may call a special meeting of the Board on not less than five (5) days' notice, given by mail, electronic mail or telephone.

All meetings of the Board shall be held at such place within or without the State of California, as the Board shall from time to time direct. In the absence of such direction, meetings of the Board shall be held at such place in County of Los Angeles, as the President shall direct.

At the Annual Meeting, the President and Treasurer shall, pursuant to the provisions of the Nonprofit Mutual Benefit Corporation Law, present a report, verified by the President and Treasurer or by a majority of the directors or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing the assets and liabilities, including trust funds, of the Corporation as of the end of a twelve month period terminating not more than six months prior to such meeting; the principal changes in the assets and liabilities, including trust funds, during the year immediately preceding the date of the report; the revenue of receipts of the Corporation, both restricted and unrestricted to particular purposes, during the year immediately preceding the date of the report; and the expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report. Such report shall be filed with the records of the Corporation and either an abstract or a copy thereof entered in the minutes of the proceedings of the annual meeting.

A majority of the voting membership, present in person, by proxy delivered by another member, or by proxy sent by U. S. mail, shall constitute a quorum for the transaction of business at meetings of the voting membership, and, except as otherwise expressly required by statute or these By-laws, all matters shall be decided by the vote of a majority of the members present; but in the absence of a quorum those present at the time and place set for a meeting of the voting membership may take an adjournment from time to time, without further notice, until a quorum shall be present.

Officers

At adjournment of the annual meeting, the Board of Directors, comprised of the newly-elected directors and those directors continuing in office, shall elect the following officers: a President, one or more Vice Presidents, a Secretary, and a Treasurer. Any such office not filled at such annual meeting may be filled by the Board at any other meeting. The Board may at any meeting by resolution elect and define the duties of such other officers as it may from time to time determine. The same person may be elected to more than one office, except that the same person shall not hold the offices of President and Secretary. The Board at any meeting may fill a vacancy in any office. All officers shall hold office until their respective successors shall have been elected and shall have qualified. They shall receive such salaries or other compensation as may be authorized by the Board.

Any officer may resign at any time by delivering a written resignation to the President or the Secretary of the Corporation. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

Any officer may be removed at any time for or without cause by the vote of a two-thirds majority of the authorized number of directors at any meeting of the Board.