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be  ordered  by  the  Board  of  Directors,  shall  render  to  the
                 President  and  directors,  whenever  they  request  it,  an  account  of
                 all  transactions  as  Chief  Financial  Officer  and  of  the  financial
                 condition  of  the  corporation,  and  shall  have  other  powers  and
                 perform  such  other  duties  as  may  be  prescribed  by  the  Board  of
                 Directors  or  the  By-Laws.



                                                          ARTICLE  V
                                                        MEMBERSHIPS

                 Section  1~       ASSOCIATE,  HONORARY,  SUSTAINING,  OR                  OTHER  MEMBERS.
                 The  Board  of  Directors  shall  have  power  to  admit  by  invitation-as
                 associate,  honorary,  sustaining  or  other  members  of  this
                 corporation  and  for  such  period  as  they  may  elect,  such  persons
                 of  prominence  or  note,  as  it  may  think  proper,  or  such  persons
                 that  may  render  this  corporation  any  single  benefit  or  service
                 which  it  may  wish  to  recognize  in  this  manner  and  to  renew  such
                 invitations  at  its  discretion.                 Such  members  shall  ·enjoy  such
                 privileges  and  benefits  as  may  be  determined  by  the  Board  of
                 Directors,  except  that  they  shall  not  vote  or  hold  office.



                                                          ARTICLE  VI
                                                          DONATIONS

                        The  corporation  may  accept  gifts,  legacies,  donations  aria
                 contributions  in  any  amount  and  any  form,  from  time  to  time,  upon
                 such  terms  and  conditions  as  may  be  decided  by  the  Board  of
                 Directors.


                                                        ARTICLE  VII
                                                 AMENDMENTS  TO  BY-LAWS


                Section  1.         BY  DIRECTORS.          Subject  to  the  limitations  of  the
                California  Corporations  Code,  the  Board  of  Directors  may  adopt,
                amend,  or  repeal  any  of  these  By-Laws,  by  a  two-thirds  ( 2/3)
                vote.

                Section  2.        RECORD  OF  AMENDMENTS.            Whenever  an  amendment  or  new
                By-Law  is  adopted,  it  shall  be  copied  in  the  book  of  By-Laws  with
                the  original  By-Laws,  in  the  appropriate  place.                    If  any  By-Law  is
                repealed,  the  fact  of  repeal  with  the  date  of  the  meeting  at
                which  the  repeal  was  enacted  or  written  assent  was  filed  shall  be
                stated  in  said  book.











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