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Section 5. PLACE AND MANNER OF MEETING. Regular meetings of the
Board of Directors may be held at such time and place within or
outside the State of California that have been designated from
time to time by the board.

Section 6. SPECIAL MEETINGS - NOTICES - WAIVERS. Meetings of
the board may be called at any time by the President or, if he is
absent or unable or refuses to act, by any two directors.

At least forty-eight (48) hours notice of· the time and place
of special meetings shall be delivered personally to the
directors or personally communicated to them by a corporate
officer by telephone or telegraph. If the notice is sent to a
director by letter, it shall be addressed to said director's
address as it is shown in the records of the corporation. In
case such notice is mailed, it shall be deposited in the U.S.
mail, postage prepaid, in the place in which the principal
executive office of the corporation is located, at least four (4).
days prior to the date of the holding of the meeting. Such
mailing, telephoning, or delivery as above provided shall be due,
legal, and personal notice to such director.

When all of the directors are present at any meeting,
however called or noticed, and either (i) sign a written consent
thereto on the records of such meeting, or (ii) if a majority of
directors are present and if those not present sign waiver of
notice of such meeting or a consent to holding the meeting or an
approval of the minutes thereof, whether prior to or after the
holding of such meeting, which said waiver, consent, or approval
shall be filed with the Secretary of the corporatibn, or (iii) if
ra director· attends a meeting without notice but without"
protesting, prior thereto or at its commencement, the lack of
notice to him, then the transactions thereof are as valid as if
had at a meeting regularly called and noticed.

Section 7. QUORUM. A simple majority of the number of directors
as fixed by the By-Laws shall be necessary to constitute a quorum
for the transaction of business, and the action of a majority of
the directors present at any meeting at which there is a quorum,
when duly assembled, is valid as a corporate act. 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 a majority of the required quorum for
such meeting.

Section 8. BOARD ACTION WITHOUT A MEETING. Any action required
or permitted to be taken by the Board of Directors under any
provision of the nonprofit benefit corporation law or any
successor statute -applicable to this corporation, may be taken
without a meeting, if all members of the Board shall individually
or collectively consent in writing to such action. Such action
shall be filed with the minutes of the proceedings of the Board.

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