4.1  Place of Meeting.  All meetings of members shall be held either at the principal office of the corporation or at any other place within or without the State of  California, which may be designated by the Board of Directors pursuant to the authority hereinafter granted to the said Board, or by the written consent of all members entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation.

4.2  Annual Meetings and Election of Directors.  The annual meetings of members of  the corporation shall be held on the second Saturday in November of each year at  10:00 a.m., or, if said day falls upon a legal holiday, then at the same time and place on the next day thereafter which is not a legal holiday, or at any other time and place determined by the resolution of the Board of Directors.  Unless elected by written ballot pursuant to Section 4.9, Directors shall be elected and other proper business may be transacted at the annual meeting of members.

4.3  Special Meetings.  Special meetings of members, for any lawful purpose, may be called at any time by the President or by the Board of Directors.  Special meetings of the members for any lawful purpose may be called by one or more members holding five percent (5%) or more of the voting power of the corporation.  Upon request in writing by any person or persons other than the Board entitled to call a  special meeting of members, stating the business to be transacted at the special meeting, mailed to the principal office of the corporation, or delivered to the chairman of the Board, the President, the Vice President or  Secretary, it shall be the duty of the President to cause notice to be given, within twenty (20) days from  receipt of such a request, to be held not less than thirty-five (35) days nor more than ninety (90) days after the receipt of such a request.

4.4  Notice of Meetings.  A notice of each annual meeting, written ballot for election of Directors or otherwise, if any, and special meeting shall be given by the President or, in case of his or her failure or refusal, by any other officer or any Director;  shall specify the place, time, day and hour of the meeting or the date on which the ballot shall be returned, if applicable; in the case of an annual meeting at which Directors shall be elected, shall specify the names of all those who are candidates  for election of Directors at the time the notice is given, and in the case of special meetings, the nature of the business to be transacted thereat.  Such notice shall be given in writing to every member of the corporation who, on the record date for  notice of the meeting, is entitled to vote thereat.  Such notice shall be given either personally or by sending a copy thereof by first-class mail or by telegraph, postage or charges prepaid, to the member's address appearing on the books of the  corporation, at least ten (10) days but no more than ninety (90) days prior to the  date fixed for such meeting.

4.5  Adjourned Meetings.  Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting.  No meeting may be adjourned for more than forty-five (45) days.  It shall not be  necessary to give any such notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by an announcement at the meeting at which such adjournment is taken.  If after the adjournment a new record  date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.

4.6  Quorum.  The presence in person or by proxy of forty percent (40%) of the members entitled to vote at any meeting shall constitute a quorum for the transaction of business. The 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 members to leave less than a quorum, if any action taken (other than adjournment) is approved by a majority of the members required to constitute a quorum. 

4.7  Consent of Absentees.  The transactions of any meeting of members, either annual or special, however called and noticed, shall be as valid as though had 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 of the members entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a  consent to the holding of such meeting, or an approval of the minutes thereof.  All  such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

4.8  Voting.  Each voting member in good standing is entitled to one vote on each matter submitted to a vote of the members.  Voting shall be by voice vote, unless the chairman of the meeting at which such vote takes place directs such voting to be by ballot.  No single vote shall be split into fractional votes. Cumulative voting for the election of Directors or otherwise shall not be authorized.

4.9  Action Without Meeting by Written Ballot.  Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the  corporation distributes a written ballot to every member entitled to vote on the  matter.  Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time  within which to return the ballot to the corporation.  Approval by written ballot  shall be valid only when the number of votes cast by ballot within the time period  specified equals or exceeds a quorum of the members, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the  number of votes cast by ballot.  Ballots shall be distributed to members in accordance with Section 4.4 hereof, and, in any election of Directors by written ballot, the ballot shall name the candidates for Directors, and shall provide a space  entitled "withhold" in which a member may indicate that the authority to vote for the election of Directors is withheld.  All ballots distributed in accordance with  this Section 4.9 shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors,  shall state the percentage of approvals necessary to pass the measure submitted.  All written ballots distributed in accordance with this Section 4.9 shall specify the time by which the ballot must be received in order to be counted.

4.10  Record Date.  The Board of Directors may fix, in advance, a record date for the purpose of determining the members entitled to notice of and to vote at any meeting of members, give consent to corporate action in writing without a meeting, receive any report, receive any allotment of rights, or exercise rights in respect to any change in membership rights or liabilities.  Only members of record  on the record date are entitled to notice of and to vote at any such meeting, give  consent without a meeting, receive any reports, receive allotment of rights, or exercise the rights, as the case may be, notwithstanding any transfer of memberships on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or these Bylaws.  The Board of Directors shall fix, in advance, record dates as follows: 

a.  Notice.  The record date for determination of the members entitled to notice of any meeting of members shall not be more than ninety (90) nor less than ten (10) days before the date of the meeting.  If no record date is fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of a meeting of members shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

b.  Vote.  The record date for the purpose of determining the members entitled to vote at a meeting of members shall not be more than sixty (60) days before the date of the meeting.  Such record date shall also apply in the case of an adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.  If no record date is fixed, members on the day of the meeting who are otherwise eligible to vote are entitled to vote at the meeting of members or, in the case of an adjourned meeting, members on the day of the adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned meeting of members.

c.   Written Ballots.  The record date for the purpose of determining members entitled to cast written ballots shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited.  If no record date is fixed, members on the day of the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast written ballots. 

d.  Other Lawful Action.  The record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action shall not be more than sixty (60) days prior to such other action.  If no record date is fixed, members at the close of business on the day on which the Board adopts the resolution related thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise such rights.

4.12  Inspectors of Election.  In advance of any meeting of members, the Board may appoint inspectors of election to act at the meeting and any adjournment thereof.  If inspectors of election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any meeting of members may, and on the request of any member or a member's proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting.  The number of inspectors shall either be one (1) or three (3).  If appointed at a meeting on the request of one (1) or more members or proxies, the majority of the memberships  represented in person or by proxy shall determine whether (1) or three (3)  inspectors are to be appointed.

The inspectors of the election shall determine the number of memberships outstanding and the voting power of each, the memberships represented at the meeting or the number of written ballots returned, as the case may be, the existence of a quorum and the authenticity, validity and effectiveness of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election of vote with fairness to all members.  In the determination of the validity and effect of proxies, the dates contained on the forms of proxy shall presumptively determine the order of execution regardless of the postmark dates on the envelopes in which they are mailed.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.  If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act, or certificate of all.  Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

4.13  Conduct of Meetings.  Meetings of members shall be presided over by the  President of the Corporation, or in his or her absence, by the Professional Vice-President of the Corporation, or in his or her absence, by the Education Vice-President, and in the absence of all of them, by the chairman chosen by a majority  of the members present.  The Secretary of the corporation shall act as the secretary of all meetings of members, provided that in his or her absence the presiding officer shall appoint another member to act as Acting Secretary of the meeting.

5.1   Powers.  Subject to the limitations of the Articles of Incorporation, of the Bylaws, and of the Nonprofit Public Benefit Corporation Law of the State of California as to action to be authorized or approved by members, and subject to the duties of  Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors.  Without limiting the foregoing, the Board of  Directors shall have the power to levy dues and assessments, to select and remove all officers, agents, employees and contractors, and to fix reasonable compensation  therefor, to authorize and empower officers or agents to enter into contracts and other commitments on behalf of the corporation, and to appoint and delegate responsibilities and authority to committees, officers and agents.

5.2  Number of Directors.  The number of Directors of the corporation shall be not less than fifteen (15) and not more than twenty-one (21) until changed by amendment of the Articles of Incorporation or by a Bylaw amending this section duly adopted  by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present or by written ballot in accordance with Section 4.9.  The exact number of Directors shall be fixed from time to time, within  the limits specified in the Articles of Incorporation or in this section, by a resolution of the Board of Directors.  Subject to the foregoing provisions for changing the number of Directors, the exact number of Directors of this corporation is hereby fixed at twenty (20).

5.3  Election and Term of Office.  One-half (1/2) of the authorized number of Directors shall be elected annually at each annual or special meeting of members, or by  written ballot in accordance with Section 4.9.  Upon initial appointment of Directors pursuant to these Bylaws, one-half (1/2) of such directors shall be appointed for a term of one (1) year and one-half for a term of two (2) years.  Thereafter, all Directors shall hold office for a period of two (2) years and until their respective successors are elected.

5.4  Vacancies.  Vacancies in the Board of Directors may be filled by a majority of the remaining Directors then in office, whether or not less than a quorum, and each  Director so elected shall hold office until his or her successor is elected at an annual meeting of the members or at a special meeting called for that purpose, or by written ballot in accordance with Section 4.9.

A vacancy or vacancies shall be deemed to exist in the case of the death, resignation or removal of any Director, or if the authorized number of Directors, as fixed by the Board in accordance with Section 5.2, be increased without election of the additional Directors so provided for, or in case the members fail at any time to elect the full number of authorized Directors; provided, that except upon notice to the Attorney General, no Director may resign where the corporation would be left without a duly elected Director in charge of its affairs.  The members may at any time elect Directors to fill any vacancy not filled by the Directors.  If any Director tenders his or her resignation to the Board of Directors, then the Board shall have the power to elect a successor to take office at such time as the resignation shall become effective.  No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office.

5.5  Place of Meeting.  All meetings of the Board of Directors may be held at any place  within or without the state, which has been designated from time to time by resolution of the Board or by the written consent of all of the Directors.  In the absence of such designation, meetings shall be held at the principal office of the corporation.

5.6  Organization Meetings.  Immediately following the annual meeting of members, the count of written ballots for the election of Directors or any special meeting of the members at which Directors shall have been elected, if any, and not less than  annually, the Directors shall hold a regular meeting for the purpose of organizing  the Board, the election of officers and the transaction of such business as may come  before the meeting.  Pending such organization meeting, all officers of the corporation shall hold over, except any officer required by law of these Bylaws to be a Director and who does not qualify as a Director.  A Director elected at such  meeting of members, if any, shall forthwith become a member of the Board of  Directors for purposes of such organization.  In the event such an organization  meeting shall not be held immediately following such meeting of members, it  shall thereafter be held at the next regular meeting, or after a special meeting.

5.7  Other Regular Meetings.  Other regular meetings of the Board of Directors shall be held without notice on the second Saturday of January, April, July and November of each year at 10:00 a.m.; provided, however, should that day fall upon a legal  holiday, then the said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday.  Notice of all such regular  meetings of the Board of Directors is hereby dispensed with.

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

5.9  Notice of Meetings.  Notice of the time and place of each meeting of the Board of Directors not fixed by an express provision of the Bylaws shall be given to each Director not less than forty-eight (48) hours before the date of the meeting if given  personally or by telephone or telegraph and not less than four (4) days before the date of the meeting if given by first-class mail.

5.10  Consent  to Meetings.  The transactions of the board of Directors at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum be present and if either before or after the meeting each Director not present signs a written waiver of notice, or a consent to the holding of such meeting or approval of the minutes thereof, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director.  All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

5.11  Action Without Meeting.  Any action required or permitted to be taken by the  Board of Directors under any provision of the Nonprofit Public Benefit Corporation Law of the State of California may be taken without a meeting of all members of the Board 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 such Directors.  Any certificate or other document filed under any provision of the Nonprofit Public Benefit Corporation Law of the State of California which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the Articles of Incorporation and Bylaws authorize the Directors to so act.  For the purposes of this section only, "all members of the Board" shall not include any "Interested Director" as defined in Section 5.20.

5.12  Telephonic Meetings.  Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.  Participation in a meeting through use of telephone or similar communications equipment shall constitute presence in person at such meeting. 

5.13   Quorum.  A majority of the Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of Directors present at a meeting duly held at  which a quorum is present shall be regarded as the act of the Board of Directors  unless a greater number be required by law or by the Articles of Incorporation.

5.14  Adjournment.  A majority of the Directors present, whether or not a quorum is  present, may adjourn any Directors' meeting to meet again at another time or place.  In the event a meeting of the Board of Directors is adjourned for more than  twenty-four (24) hours, notice of any adjournment to another time or place shall be  given prior to the time of the adjourned meeting to the Directors who were not  present at the time of the adjournment.

5.15  Fees and Compensation.  Directors shall not be compensated for serving on the Board of Directors.  Directors shall be entitled to reimbursement of expenses incurred on behalf of the corporation.  Members of committees may receive such compensation, if any, for their services and such reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors; provided, that  such compensation shall be reasonable and shall be comparable to compensation  paid by unaffiliated entities for a like position.  Nothing herein shall be considered to preclude any trustee from serving the corporation in any other capacity,  including as an officer, agent, employee or otherwise, and receiving compensation  therefor.

5.16  Non-liability of Directors and Certain Officers. 

a.  Volunteer Directors.  Pursuant to Section 5239 of the Nonprofit Public Benefit Corporation Law of the State of California, there shall be no personal liability to a third party on the part of a volunteer Director or volunteer President, Vice-President, Secretary or Treasurer of this corporation caused by the Director's or officer's negligent act of omission in the performance of that person's duties as a Director or officer, if all the following conditions are met:

i.  The act or omission was within the scope of the Director's or officer's duties;

ii.  The act or omission was performed in good faith;

iii.  The act or omission was not reckless, wanton, intentional, or grossly negligent;

iv.  The corporation has complied with the requirements of subsection (b) below.

b.   Requirement to Obtain Liability Insurance.  In order to obtain the full benefit of the limitation of liability set forth in subsection (a) above, the corporation and the Directors shall make all reasonable efforts in good faith to obtain liability insurance in the form of a general liability policy for the corporation or a directorís and officerís liability policy.

 c.   Paid Directors and Officers.  Any Director or officer who receives compensation by the corporation for acting in his or her capacity as a Director or an officer, as the case may be, shall have no liability based upon any alleged failure to discharge such person's obligations as a Director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the corporation, or assets held by it, are dedicated, (i) so long as such compensated Director or officer complies with provisions of Section 4.20 of these Bylaws, and (ii) except as provided in Section 5233 of the Nonprofit Public Benefit Corporation Law of the State of California.

5.18  Interested Persons.  Pursuant to Section 5227 of the Nonprofit Public Benefit Corporation  Law of the State of California, no more than forty-nine percent (49%) of the Board may be "interested persons."  For the purposes of this section, "interested persons" means either (i) any person currently 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, excluding any reasonable compensation paid to a Director as Director; or (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 any such  person.  The provisions of this Section 4.19 shall not affect the validity or enforceability of any transaction entered into by the corporation.

5.19  Standard of Conduct.  Pursuant to Section 5231 of the California Nonprofit Public  Benefit Corporation Law, a Director shall perform the duties of a Director,  including duties as a member of any committee of the Board upon which the  Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.  In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by: 

a.  One or more officers or employees of the corporation whom the Director believes to be reliable and competent in the matters presented;

b.  Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence; or

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

a.  Approval by Attorney General.  The Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction  before or after it was consummated; or

b.  Approval by Board.  Prior to entering into the transaction, after full disclosure to the Board of all material facts as to the proposed transaction and the Interested Director's interest and investigation and report to the Board as to alternative arrangements for the proposed transaction, if any, the Board in good faith and by a vote of a majority of the Directors then in office (without including the vote of the Interested Director):

i. Resolves and finds that (1) the transaction is in the corporation's best interests and for the corporation's own benefit, (2) the transaction is fair and reasonable as to the corporation, and (3) after reasonable investigation under the circumstances as to alternatives, the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; and; 

ii. Approves the entire transaction; or

c.  Interim Approval by Authorized Committee or Person.  If it is not reasonably practicable to obtain approval of the Board prior to entering into such transaction, and, prior to entering into said transaction, a committee or person authorized by the Board approves the transaction in a manner consistent with the procedure set forth in subsection (b) of this section; and the Board, after determining in good faith that the corporation entered into the transaction for its own benefit and that the    transaction was fair and reasonable as to the corporation at the time it was entered into, ratifies the transaction at its next meeting by a vote of the majority of the Directors then in office, without counting the vote of the Interested Director.

6.1  Officers.  The officers of this corporation shall be a President, Professional Vice-President, Education Vice-President, Secretary, Treasurer, and such other officers as the Board of Directors may appoint.

6.2  Election.  The officers of the corporation except such officers as may be appointed  in accordance with the provisions of Section 6.3 or Section 6.5, shall be chosen for  two-year terms by the 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 his or her successor shall be elected and qualified.

6.3  Subordinate Officers.  The Board of Directors may appoint and may empower the President to 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 are provided in the Bylaws or as the Board of Directors may from time to time determine.

6.4  Removal and Resignation.  Any officer may be removed, either with or without  cause, by the Board of Directors at any regular or special meeting thereof, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make effective.

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

6.6  President.  Subject to the control of the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the corporation.  He or she shall preside at all meetings of the members and Directors,  shall serve as an ex officio member of all committees, and shall have such other  powers and duties as may be prescribed from time to time by the Board of  Directors.

6.7  Vice-Presidents.  In the absence or disability of the President, the Professional Vice-President shall perform all of the duties of the President and in so acting shall have all of the powers of the President.  In the absence or disability of the Professional Vice-President, the Educational Vice-President shall perform all of the duties of the Professional Vice-President and in so acting shall have all of the  powers of the Professional Vice-President.  The Professional Vice-President and the Educational Vice-President shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

6.8  Secretary.  The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the corporation and affix it to such papers and instruments and may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation shall deliver the annual statement  required by Section 8.6 to the members, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

6.9  Treasurer.  The Treasurer shall receive and safely keep all funds of the corporation and deposit them with such depositories as may be designated by the Board of  Directors.  He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, and account of all his or her transactions as Treasurer, and of the  financial condition of the corporation, and shall  have such other powers and  duties as may be prescribed from time to time by the Board of Directors.