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C. If, at the annual meeting, the number of ca,ndidates equals the number of
vacancies to be filled, they shall be elected by resolution of the members present. If there
are more candidates than vacancies, election will be by secret ballot.

D. There will be no cumulative or proxy voting; those candidates receiving the
largest number of votes will be declared elected.

E. If vacancies occur during the year for any reason, the president shall consult
with the Nominating Committee for recommendations and such vacancies on the Board
will be filled by a majority vote of those Board members present at a Board meeting. A
director so elected shall fill the unexpired term of his predecessor.

Section 5. Termination of Directors
A Director who fails to attend three consecutive regular meetings of the Board
without good and sufficient cause shall be removed from the Board. After three such
absences, the Executive Committee shall examine the reason for the absences, and if it can
find no good cause, the Board of Directors shall declare the position vacant, and notify the
person. Additionally, all Board members shall be required to provide at least five hours a
month (excluding attending Board meetings) of volunteer time in support of the goals and
CJ activities of the Society. A Director who fails without good and sufficient cause to satisfy

the required volunteer time for two months in any six month period shall be subject to
removal from the Board by a majority vote of the Board. A Board member may
[~ accumulate or bank his hours to satisfy the volunteer time requirement.

D Section 6. Meetings of the Board
A.
At least nine regular meetings of the Board shall be held each year. The
Board will decide on a suitable day and time, and the secretary, or someone designated by
on the secretary, will notify each Board member of the time and place.

B. Special meetings may be called by the president, the executive committee,
00 or two members of the Board. Notice of the time, place and purpose of each special
meeting shall be given to each Director at least 4 days in advance by first class mail, or
three days in advance if delivered personally or by telephone, telegraph or fax. No
0 business shall be transacted at any special meeting except that for which the meeting has
been called.

C. A quorum for conducting business is eleven members.

Section 7. Vacancies on Board
A vacancy or vacancies on the Board shall exist on the occurrence any of the
following: (a) the death or resignation of any Director; (b) the declaration by resolution of
the Board of a vacancy in the office of a Director who has been declared of unsound mind
by an order of the court, convicted of a felony, or found by final order or judgment of any
court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit
Public Benefit Corporation Law; (c) the vote of the members to remove any Director; (d)
the failure by any Director to adhere to Section 5, Article II of these By-Laws.

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