BYLAWS

OF

MIDCOAST COMMUNITY COUNCIL,

a California nonprofit public benefit corporation

ARTICLE I

PURPOSES AND ORGANIZATIONAL STRUCTURE

  SECTION 1.01. PURPOSES. Subject to the public purposes described by the Articles of Incorporation but otherwise without limitation, the purposes of the Corporation include the following:

(1) To provide the Community with a more effective means to express its views to the County of San Mateo and other governmental agencies on matters of concern to the Community;

(2) To contribute to the Community's awareness of issues of public import by providing a forum for discussions, and sponsoring meetings, discussions, and other events which will contribute to the general welfare, knowledge and awareness of the Community regarding such issues;

(3) To seek to preserve the rural-small town character of the Area by protecting the existence of agricultural lands, commercial fishing activities and the natural marine environment; supporting the retention of a greenbelt around urban areas of the County of San Mateo; maintaining the coastal protections afforded by the County Local Coastal Plan and Measure A, and seeking to manage growth in a manner which is consistent with the present character of the Area;

(4) To assist the Community in developing and expressing a long range vision of the Community which meets the goals of its residents for an improved quality of life, protection of the environment, and sound economic planning;

(5) To assist the many associations, organizations, ad hoc groups and individuals of the Community, who seek to communicate with the County of San Mateo and other governmental agencies about matters of public interest, in bringing issues before the Community and in representing the Community before such governmental bodies; and

1. To provide a vehicle for exploring the feasibility and merits of governmental organization alternatives, including but not limited to incorporation, annexation and a municipal advisory council.

SECTION 1.02. ORGANIZATIONAL STRUCTURE.

(a) Bylaws provide legal structure for Community decisions. The focus of the Bylaws is the Community. The purposes identified by Section 1.01, Purposes, express Community objectives. From time to time other purposes may be identified which express additional objectives. Objectives may be developed into concrete proposals and competing or conflicting objectives may be reconciled in specific contexts. The Bylaws provide a legal structure by which these decisions may be made by the Community.

(b) Community participation in Community decisions. Community decisions are made by Community participation. Such participation could take the form of a voting method. However, the Community is not easily and inexpensively ascertainable, and even if it were, vote weighting presents a major difficulty. More realistic would be identification of a significant segment of the community that is readily ascertainable, such as the Qualified Voters, and the placement of Community decisions in their hands. However, the Qualified Voters are only a part of the Community, and thus are not always representative of the Community. Furthermore, their active participation by voting in all Community decisions is time consuming and expensive. Rather, Community decision-making by the Qualified Voters is more practicably confined to certain fundamental decisions in which the Qualified Voters may be expected to serve as a rough proxy for the Community. The most important of these decisions is the election of a Community Council that will be the primary agency by which Community decisions are made.

(c) Community consensus determined and furthered by Community Council. The Community Council will facilitate the making of Community decisions. To that end it will identify Community objectives, develop concrete proposals that satisfy to a greater or lesser degree certain of those objectives, and reconcile conflicting objectives by choosing among proposals in specific contexts. It will do this while encouraging the active participation of the Community in decision-making, serving as the agency by which decisions are made by the Community. It will provide for a regular system of meetings of the Community and the participation of the Community in meetings of the Community Council and other agencies. It will foster the active interchange of ideas among members of the Community and between members of the Community and members of the Community Council. By consensus, the common civic interests of the Community will be determined. Once determined, the Community Council will assist the Community in furthering them and in their achievement.

(d) Community Council responsiveness to Community participation promoted by elections by personal contact. The faithful implementation of these procedures for determining Community consensus requires that the members of the Community Council be uniquely committed to participatory democracy. Such a commitment is not necessarily compatible with election by means of conventional campaign methods involving substantial advertising and other mass-marketing techniques, even though such methods may be the most appropriate means of reaching a large number of Qualified Voters. Election of the greater number of members of the Community Council by substantially fewer than the total number of Qualified Voters will favor personal contact as a means to office. Members of the Community Council whose election is based on personal contact are more likely to be responsive to members of the Community when decisions are made than are those whose election is dependent on more conventional campaign methods.

(e) Community Council election by geographical divisions integral to Community consensus system of participatory democracy. Election of the greater number of members of the Community Council by the Qualified Voters of geographical divisions comprised of the number of Qualified Voters that can feasibly be reached by personal contact, is an important means of providing a responsive Community Council. Inasmuch as the objective is Community decisions by consensus, disparities in population of the various divisions at any particular time and the absence of a relationship over time among the populations of the various divisions are of little significance. The divisions do not serve as the means of election of constituent representatives for decision-making but as the means by which the participatory commitment of the candidates for and members of the Community Council may better be judged. Election by divisions is integral to a Community consensus system of participatory, as distinguished from representative, democracy.

ARTICLE II

MEETINGS OF THE COMMUNITY

SECTION 2.01. REGULAR MEETINGS. Regular meetings of the Community shall be held in each year for such lawful purposes as shall be determined by the Community Council. Such regular meetings shall be four in number and shall be held one each within the following periods:

(1) Between the 1st day of January and the 31st day of March, inclusive;

(2) Between the 1st day of April and the 30th day of June, inclusive;

(3) Between the 1st day of July and the 30th day of September, inclusive; and

(4) Between the 1st day of October and the 31st day of December, inclusive;

provided, however, that the Community Council may omit the meeting which would otherwise be held in the same period as the annual meeting of the Qualified Voters. Such regular meetings shall be held on such date within each such period, beginning with the period in the year 1991 which follows the period in which the election of the first Community Council is held, and at such time, as may be fixed by the Community Council, at the principal office of the Corporation or at such other place within the Area as shall be designated by the Community Council.

SECTION 2.02. SPECIAL MEETINGS. Special meetings of the Community may be called for such lawful purposes as shall be determined by the Community Council. A special meeting may be called to be held on such date within such year, and at such time as may be fixed by the Community Council, at the principal office of the Corporation or at such other place within the Area as shall be designated by the Community Council.

SECTION 2.03. NOTICE OF COMMUNITY MEETING. Written notice of all meetings of the Community shall be given not less than 8 days before the date of the meeting. Such notice shall state the place, date and hour of the meeting and the purposes thereof, or the major topics for consideration, or the agenda therefor. Notice shall be given by publication at least once in a newspaper generally circulated or distributed in the Area. Except as may be otherwise prescribed by the Community Council in particular instances, the Secretary shall prepare and give, or cause to be prepared and given, the notice of Community meeting. Such publication may be in the calendar of events, advertising, classified, or legal notice section, in the discretion of the Secretary.

SECTION 2.04. HOLDING OF COMMUNITY MEETING.

(a) Public meetings, well-publicized. All meetings of the Community shall be open and public. In addition to the notice required to be given by Section 2.03, Notice of Community Meeting, the Publicity Committee shall cause the meeting to be well-publicized in advance. Such methods of publicity may in the discretion of the Publicity Committee include, without limitation, newspaper articles or advertisements, notice postings in places freely accessible to members of the Community, personal delivery of handbills at such places, newsletter articles or notices, and radio, television and cable television spots.

(b) Meeting agendas, publicly-posted. An agenda containing a brief general description of each item of business to be discussed at the meeting shall be prepared for all meetings of the Community, the items and order of which shall be subject to the approval of the Chairperson. The agenda shall be in writing, shall specify the time and location of the meeting, and shall be made available by posting in the Area in one or more location freely accessible to members of the Community and by such other methods as may be determined by the Community Council, at least 72 hours before a regular meeting and at least 24 hours before a special meeting of the Community, and also by posting at the meeting. Except as may be otherwise prescribed by the Community Council in particular instances, the Secretary shall prepare and make available, or cause to be prepared and made available, the agenda of a Community meeting.

(c) Regular meeting Community comments, both non-agenda and agenda matters. Every agenda of a regular meeting of the Community shall provide periods for questions and comments by members of the Community that are within the scope of the public purposes of the Corporation. The first period shall precede any old or new business to be considered at the meeting, and shall be for the consideration of matters raised by members of the Community that are not on the agenda. In the discretion of the Chairperson, such matters that are not on the agenda may be discussed or may be deferred to a later time in the meeting or to a future meeting for discussion by the Community, or may be referred to a future meeting of the Community Council for discussion or action. A separate period shall be provided with respect to each item of old or new business considered at the meeting, either contemporaneously with consideration of each item or immediately following the presentation with respect to an item.

(d) Special meeting Community comments, agenda matters only. Every agenda of a special meeting of the Community shall also provide a separate period for questions and comments by members of the Community with respect to each item of old or new business considered at the meeting, in the same manner as is required of a regular meeting.

(e) Meeting conduct, full Community discussion. The Chair-person or moderator designated by the Chairperson to preside, subject to the direction of the Chairperson, shall conduct each regular or special meeting of the Community or shall require that each such meeting be conducted in such a manner as will promote full and free discussion, consistent with fairness and efficiency, among the members of the Community.

SECTION 2.05. COMMUNITY ADVICE. Action by the Community that is in attendance at a meeting of the Community is advisory, only. The advice of the Community may be given on any matter on which the advice of the Community is sought by the Community Council or the Chairperson at any meeting of the Community, except that no such advice may be sought on the election of one or more members of the Community Council, or on a disposition of all or substantially all of the assets of the Corporation or on a merger or on a dissolution, or on changes in the Articles of Incorporation or the Bylaws. Advice may be given by vote or by any other method by which the consensus is determined.

SECTION 2.06. COMMUNITY MEETING IN CONJUNCTION WITH MEETING OF THE QUALIFIED VOTERS. A regular or special meeting of the Community may be held on the same date, at the same time and at the same place as the annual or a special meeting of the Qualified Voters. In such case the requirements for call and notice of each such meeting shall be complied with. The two meetings shall be conducted in such manner that, in the event of a vote, the votes of the Qualified Voters entitled to vote, only, are counted at the meeting of the Qualified Voters.

ARTICLE III

QUALIFIED VOTERS

SECTION 3.01. QUALIFIED VOTERS. ALL Qualified Voters at each meeting or election without a meeting of the Corporation at which the taking of action by the Qualified Voters is required or permitted shall have the same rights, privileges and preferences, and be subject to the same restrictions and conditions, except as otherwise provided by these Bylaws.

SECTION 3.02. PROPERTY INTEREST OF QUALIFIED VOTERS. No Qualified Voter shall have any right, title or interest in or to any property or assets of the Corporation either prior to or upon any liquidation or dissolution.

SECTION 3.03. NON-LIABILITY FOR DEBTS. No Qualified Voter shall, as such, be personally liable or responsible for any debts, liabilities or obligations of the Corporation.

SECTION 3.04. NO DUES, ASSESSMENTS OR FEES. The Corporation shall make no levy of dues, assessments or fees upon the Qualified Voters, as such. However, reasonable charges may be made for services requested by the Qualified Voters.

SECTION 3.05. NO DISTRIBUTIONS. The Corporation shall make no distributions to the Qualified Voters.

SECTION 3.06. VOTING RIGHTS OF QUALIFIED VOTERS. Each Qualified Voter as of the date determined pursuant to Section 4.04, Record Date, shall be entitled to one vote on each matter submitted to a vote of the Qualified Voters, one vote for a person from the same Election Division to be a member of the Community Council, and one vote for a person from the Area to be a member of the Community Council unless two members are to be chosen from the Area in which case one vote for each of two different persons from the Area. Cumulative voting is not authorized.

SECTION 3.07. INSPECTION RIGHTS OF QUALIFIED VOTERS.

(a) Inspection of register of Qualified Voters. Subject to provisions of the Nonprofit Public Benefit Corporation Law, for a purpose reasonably related to the Qualified Voter's interest as a Qualified Voter, a Qualified Voter may (1) inspect and copy the register of names and addresses of Qualified Voters and their Election Precincts or Election Divisions, at reasonable times, upon 5 business days' prior written demand upon the Corporation; or (2) obtain from the Secretary, upon written demand and tender of a reasonable charge, a list, alphabetized if requested, of the names and addresses of the Qualified Voters and their Election Precincts or Election Divisions who are entitled to vote at an election for members of the Community Council, as of the most recent record date for which a list has been compiled or as of a date specified by the Qualified Voter subsequent to the date of demand. The list shall be made available on or before the later of 10 business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.

(b) Inspection of accounting records and minutes. The accounting books and records and minutes of proceedings of the Community, the Qualified Voters, the Community Council and committees of the Community Council shall be open to inspection upon the written demand on the Corporation of any Qualified Voter at any reasonable time, for a purpose reasonably related to such person's interests as a Qualified Voter.

(c) Inspection of Articles of Incorporation and Bylaws. The Corporation shall keep at its principal office the original or a copy of its Articles of Incorporation and its Bylaws, which shall be open to inspection by Qualified Voters at all reasonable times.

(d) Inspection by agent; copies. Inspection pursuant to this section of the Bylaws by a Qualified Voter may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

(e) Records availability in writing. If any record subject to inspection pursuant to this section of the Bylaws is not maintained in written form, the Corporation shall at its expense make such record available in written form.

(f) Community Council inspection rules. The Community Council may establish reasonable rules with respect to demands for inspection, times when inspection may be made, and payment of a copying charge.

ARTICLE IV

MEETINGS AND ACTIONS OF

THE QUALIFIED VOTERS

SECTION 4.01. ANNUAL MEETING. An annual meeting of the Qualified Voters shall be held on such date in the month of ________ of every year, beginning with the year 199_, and at such time, as may be fixed by the Community Council, at the principal office of the Corporation or at such other place within the Area as shall be designated by the Community Council for the purposes of electing members of the Community Council whose terms expire in the month, considering reports for the previous fiscal year and transacting such other proper business as may be brought before the meeting. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation and in the event of such failure the annual meeting shall be held within a reasonable time thereafter. Whenever members of the Community Council are elected without a meeting pursuant to Section 4.09, Elections Without a Meeting, their elections shall not be conducted at the annual meeting. The annual meeting of the Qualified Voters shall be open and public.

SECTION 4.02. SPECIAL MEETINGS. Special meetings of the Qualified Voters for any lawful purpose may be called by the Community Council, or by the Chairperson, or by five percent or more of the Qualified Voters, and upon the provision of written evidence to the Corporation that a meeting has been duly called, it shall thereupon be the duty of the Secretary or other proper officer to cause notice of such meeting to be given as hereinafter provided. All such meetings shall be held upon the date and at the time fixed by the Community Council, which date shall not be less than 35 nor more than 90 days after the provision of such written evidence, and at the place designated by the Community Council or if no such place is designated, then at the principal office of the Corporation. If notice is not given within 20 days after the provision of such written evidence, the persons calling or desiring the meeting may give the notice and may specify the date (which shall be at least 10 days after the date the notice is given), the time and the purpose of the meeting and the place of the meeting (which if practicable shall be the principal office of the Corporation). All special meetings of the Qualified Voters shall be open and public.

SECTION 4.03. NOTICE TO QUALIFIED VOTERS.

(a) Written notice of meetings required. Written notice of all meetings of Qualified Voters shall be given not less than 10 nor more than 90 days before the date of the meeting to each Qualified Voter entitled to vote thereat; provided, however, that if notice is given by mail and the notice is not mailed by first class, registered, or certified mail, the notice shall be given not less than 20 days before the meeting. Such notice shall state the place, date and time of the meeting and the general nature of business to be transacted, and no other business may be transacted. The notice of any meeting at which members of the Community Council are to be elected shall include the names of the nominees pursuant to Section 5.05, Nomination Procedure.

(b) Method of giving notices of meetings or elections, or reports.

1. Secretary to give notices or reports. Except as other-wise prescribed by the Community Council in particular instances and except as otherwise provided by applicable law, the Secretary shall prepare and give, or cause to be prepared and given, the notice of meetings of Qualified Voters and the notice of election without a meeting of Qualified Voters and any written ballot, or report.

(d) Holding of meeting or election.

(a) Entitlement to notice. The Community Council may fix, in advance, a date as the record date for the purpose of determining the Qualified Voters entitled to notice of any meeting of Qualified Voters or notice of any election without a meeting of Qualified Voters or notice of entitlement to exercise any rights in respect of any other lawful action. Such record date shall not be more than 90 nor less than 10 days before the date of the meeting or of the election without a meeting or of the exercise of other rights. If no record date is fixed, Qualified Voters at the close of business on the business day preceding the day on which notice is given are entitled to notice of a meeting of Qualified Voters or of notice of an election without a meeting or of notice of entitlement to the exercise of other rights. A determination of Qualified Voters entitled to notice of a meeting of Qualified Voters shall apply to any adjournment of the meeting unless the Community Council fixes a new record date for the adjourned meeting.

(b) Entitlement to vote at meeting. The Community Council may fix, in advance, a date as the record date for the purpose of determining the Qualified Voters entitled to vote at a meeting of Qualified Voters. Such record date shall not be more than 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 Community Council fixes a new record date for the adjourned meeting. If no record date is fixed, Qualified Voters on the day of the meeting who are otherwise eligible to vote are entitled to vote at the meeting of Qualified Voters or, in the case of an adjourned meeting, Qualified Voters on the day of the adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned meeting of Qualified Voters.

(c) Entitlement to vote at election. The Community Council may fix, in advance, a date as the record date for the purpose of determining the Qualified Voters entitled to vote at an election without a meeting. Such record date shall not be more than 60 days before the day on which the first written ballot is mailed or solicited. If no record date is fixed, Qualified Voters on the day the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to vote at the election without a meeting.

(d) Entitlement to exercise of other rights. The Community Council may fix, in advance, a date as the record date for the purpose of determining the Qualified Voters entitled to exercise any rights in respect of any other lawful action. Such record date shall not be more than 60 days prior to such other action. If no record date is fixed, Qualified Voters at the close of business on the day on which the Community Council adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise such rights.

SECTION 4.05. PROXIES. Proxies are not permitted. Any attempt by a Qualified Voter to give a proxy to some other person, whether or not a Qualified Voter, to vote for the Qualified Voter at a meeting or to vote for the Qualified Voter at an election without a meeting or otherwise shall not be given effect.

SECTION 4.06. QUORUM FOR MEETINGS OF QUALIFIED VOTERS.

(a) Quorum requirement. Two percent of the total number of Qualified Voters entitled to vote shall constitute a quorum at a meeting of Qualified Voters; provided, however, that when the Qualified Voters of an Election Division are entitled to vote to elect a member of the Community Council, two percent of the total number of Qualified Voters entitled to vote to elect such member shall constitute a quorum at a meeting of the Qualified Voters for the purpose of voting to elect such member. Only Qualified Voters present in person may be counted in determining whether or not there is a quorum.

(b) Quorum affirmative vote requirement. Except where a greater vote is required by the Articles of Incorporation or Bylaws or by applicable law and except for the election of the members of the Community Council, if a quorum is present, the affirmative vote (which affirmative votes also constitute a majority of the required quorum) of a majority of the Qualified Voters present at the meeting, entitled to vote, and voting on any matter shall be the act of the Qualified Voters.

(c) No-quorum affirmative vote requirement. Except as otherwise provided by applicable law, the Qualified Voters present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Qualified Voters to leave less than a quorum, if any action taken (other than adjournment) is approved by at least two-thirds of the Qualified Voters required to constitute a quorum.

(d) Adjournment affirmative vote requirement. Any meeting of Qualified Voters, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Qualified Voters present, but in the absence of a quorum, no other business may be transacted, except as provided by paragraph (c).

SECTION 4.07. ADJOURNED MEETING OF QUALIFIED VOTERS. When a meeting of Qualified Voters is adjourned to another time or place, except as otherwise provided by this Bylaw, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. The meeting shall not be adjourned for more than 45 days. At the adjourned meeting the Qualified Voters may transact any business which might have been transacted at the original meeting. If after the adjournment a new record date is fixed for notice of or voting at the adjourned meeting, a notice of the adjourned meeting shall be given to each Qualified Voter who, on the record date for notice of the meeting, is entitled to vote at the meeting.

SECTION 4.08. INSPECTORS OF ELECTIONS.

(a) Appointment; number. In advance of any meeting of Qualified Voters the Community Council 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 persons so appointed fail to appear or refuse to act, the Chairperson may, and on the request of any Qualified Voter shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be one or three. If appointed at a meeting on the request of one or more Qualified Voters, the majority of Qualified Voters present shall determine whether one or three inspectors shall be appointed. In the case of an election without a meeting as provided by Section 4.09, Elections Without a Meeting, the Community Council may similarly appoint inspectors of election to act with powers and duties as set forth by this Section.

(b) Duties. The inspectors of election shall (i) determine the number of Qualified Voters of the Area if action other than an election for a member of the Community Council for one or more Election Divisions is proposed to be taken and the number of such in each Election Division for which an election for a member of the Community Council is to be held, (ii) determine the number of Qualified Voters of the Area at the meeting if action other than an election for a member of the Community Council for one or more Election Divisions is proposed to be taken and the number from each Election Division for which an election for a member of the Community Council is to be held, (iii) determine the existence of a quorum, (iv) receive all votes or ballots, (v) hear and determine all challenges and questions in any way arising in connection with the right to vote, (vi) count and tabulate all votes, (vii) determine when the polls shall close, (viii) determine the result and (ix) do such acts as may be proper to conduct the election or vote with fairness to all Qualified Voters.

(c) Qualifications; performance of duties; decision. The inspectors of election may but are not required to be Qualified Voters, and may but are not required to be members of the Elections Committee. 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 of the inspectors of election 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.

SECTION 4.09. ELECTIONS WITHOUT A MEETING.

(a) Community Council discretion. Whenever the Qualified Voters are to vote for members of the Community Council or on any proposal for action which could be taken at the annual or a special meeting of Qualified Voters, the Qualified Voters may, at the discretion of the Community Council, vote without a meeting at an election held pursuant to this section.

(b) Election by written ballot: distribution. If the Community Council decides to conduct an election without a meeting, a written ballot shall be distributed to every Qualified Voter entitled to vote on the matter pursuant to paragraph (b) of Section 4.03, Notice to Qualified Voters, within the times and as otherwise provided by paragraph (a) of said Section.

(c) Written ballot: procedural content. The written ballot or solicitation shall set forth a reasonable final date and time by which the ballot must be received in order to be counted and the minimum number of written ballots which must be received to meet the quorum requirement, and, with respect to ballots or solicitations other than for the election of members of the Community Council, specify that the proposed action must be approved by a majority of the written ballots voted on the action, provided that sufficient written ballots are received to meet the quorum requirement (or specify some greater vote as may be required by applicable law or by the Articles of Incorporation or Bylaws).

(d) Written ballot: substantive content on proposed actions. If the vote is for other than members of the Community Council, the written ballot shall:

(e) Written ballot: substantive content on Community Council members. If the vote is for members of the Community Council, the written ballot shall:

(f) Written ballot: approval. Approval by election without a meeting pursuant to paragraphs (d) or (e) shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action or to elect the Community Council member, as the case may be, at a meeting at which the total number of votes cast is the same as the number of votes cast by ballot.

SECTION 4.10. VOTING AT A MEETING OR BY ELECTION WITHOUT A MEETING. Voting may be by standing (or by any other method by which an exact count can be made), provided that any election of members of the Community Council shall be conducted by secret ballot either cast by Qualified Voters in person at a meeting or by written ballot solicited pursuant to Section 4.09, Elections Without a Meeting, and the vote on any other matter may be conducted by secret ballot in the discretion of the Chairperson. Any written ballot used by Qualified Voters at a meeting shall conform to the form of written ballot specified for use pursuant to Section 4.09, Elections Without a Meeting.

SECTION 4.11. OMISSION OF ANNUAL OR OTHER MEETINGS.

(a) Determination of matters for meeting. Inasmuch as meetings of the Qualified Voters are expected to be attended by less than one-third of the voting power, whether members of the Community Council or proposals for action are to be voted on, and accordingly the Bylaws authorize the conduct of meetings with a quorum of less than one-third of the voting power, the general nature of the business to be transacted must be specified by the Community Council and such matters must be duly noticed and are the only matters which may be voted on at such meetings.

(b) Election without meeting. Inasmuch as Qualified Voters who vote at an election without a meeting are not expected to be fewer in number, but are expected to be greater in number, than those who vote at a meeting, the Community Council is expected to exercise the discretion provided by Section 4.09, Elections Without a Meeting, and provide for voting by the Qualified Voters without a meeting.

(c) Voting without meeting in lieu of annual or other meeting. Inasmuch as no business except that specified and duly noticed may properly be brought before any annual or special meetings, if such business is duly noticed for vote at an election without a meeting, as provided by Section 4.09, Elections Without a Meeting, there is no action that could be taken at an annual meeting or special meeting, and in such circumstances the annual or other meetings of the Qualified Voters, in the discretion of the Community Council, need not be noticed or held.

ARTICLE V

COMMUNITY COUNCIL

SECTION 5.01. POWERS OF COMMUNITY COUNCIL. Subject to the provisions of the Nonprofit Public Benefit Corporation Law and the limitations of the Articles of Incorporation and the Bylaws, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Community Council.

SECTION 5.02. DUTIES OF MEMBERS OF COMMUNITY COUNCIL. The members of the Community Council, individually and collectively, shall:

(1) Perform any and all duties imposed by law, by the Articles of Incorporation, or by the Bylaws;

(2) Appoint and remove, employ and discharge, and, except as otherwise provided by law, the Articles of Incorporation or the Bylaws, prescribe the powers and duties and fix the compensation, if any, of all officers, agents and employees of the Corporation, and supervise them to assure that their duties are properly performed;

(3) Meet at the times and places required pursuant to the Bylaws; and

(4) Register their addresses in the Area and telephone numbers with the Secretary of the Corporation and notices of meetings addressed to each member of the Community Council at such address and given in such manner as is authorized by the Bylaws shall be valid notices thereof.

SECTION 5.03. NUMBER AND METHOD OF SELECTION OF MEMBERS OF THE COMMUNITY COUNCIL.

(a) Members to be Qualified Voters. Each member of the Community Council shall, at the time that such person is nominated as and at the time that such person is elected as, or in the event such person is not nominated, then at the time that such person is elected as, a member of the Community Council, be a Qualified Voter of the Area, and if the person is elected by the Qualified Voters of an Election Division, at the time that such person is elected, be also a Qualified Voter of such Election Division.

(b) Number of members. The authorized number of members of the Community Council shall be seven.

(c) Election procedures.

(d) Determination of Election Divisions. The Elections Committee shall combine Election Precincts and consolidated Election Precincts (that is, Election Precincts which are combined by application of this paragraph (d)) the subdivided areas of which are contiguous or if not contiguous then proximate and not separated by another Election Precinct. Election Precincts and consolidated Election Precincts shall be combined in such a manner as to equal five. The Election Divisions shall be the particular Election Precincts and consolidated Election Precincts which both satisfy the condition of the preceding sentence and minimize the aggregate of the disparities by which the number of Qualified Voters in each of the Election Precincts or consolidated Election Precincts differs from the arithmetic average of the number of Qualified Voters in all of the Election Precincts or consolidated Election Precincts.

(e) Election by written ballot. The method of electing and removing members of the Community Council, whether by election at meetings of Qualified Voters or by election without a meeting, shall be by written ballot.

(f) Change in number of members. The authorized number of members of the Community Council described by paragraph (b) may be changed only by an amendment of paragraph (b) as provided by Section 12.02, Amendment of Bylaws. No change shall become effective until the next succeeding election by Election Divisions or by the Area, depending on whether the change relates to members elected by Election Divisions or by the Area.

SECTION 5.04. TERM AND ELECTION OF MEMBERS OF COMMUNITY COUNCIL.

(a) Staggered terms. Members of the Community Council are elected for a term of two years; provided, however, that the members of the Community Council first elected by the Qualified Voters of the Area are elected for a term of one year.

(b) Election upon expiring terms. Members of the Community Council shall be elected for terms ensuing upon expiring terms, either at the annual meeting of Qualified Voters or by the Qualified Voters without a meeting pursuant to Section 4.09, Elections Without a Meeting, in the discretion of the Community Council. If for any reason an annual meeting or election without a meeting is not held or the members of the Community Council are not elected thereat, the members of the Community Council may be elected at any special meeting or election without a meeting held for that purpose.

(c) Election upon vacancy. A vacancy occurring in the office of member of the Community Council may be filled for the balance of the unexpired term, (i) if such member was elected by the Qualified Voters of an Election Division, at the annual or a special meeting of the Qualified Voters of the Election Division which is designated by the Elections Committee or by the Qualified Voters of such Election Division without a meeting pursuant to Section 4.09, Elections Without a Meeting, in the discretion of the Community Council, or (ii) if such member was elected by the Qualified Voters of the Area, at the annual or a special meeting of the Qualified Voters of the Area or by the Qualified Voters of the Area without a meeting pursuant to Section 4.09, Elections Without a Meeting, also in the discretion of the Community Council. A vacancy shall be deemed to exist in case of the death of any member of the Community Council or upon the occurrence of any resignation, removal, or declaration of vacancy described by Section 5.06, Resignation and Removal of Members of Community Council, or of any removal under other applicable law.

(d) Extension of member tenure. Each member of the Community Council shall hold office until the expiration of the term for which elected, and shall continue to hold office notwithstanding expiration of the term, until a successor has been elected and qualified.

(e) Limitation upon successive terms. A person who has served two successive two-year terms on the Community Council may not again serve on the Community Council until the expiration of at least one intervening term; provided, however, that for the purpose of determining whether or not a person has served one such term, a person who has served a portion of a two-year term not exceeding the part from one annual meeting or election without a meeting, as the case may be, to the next, shall not be considered as having served such term and a person who has served a portion exceeding such part shall be considered as having served such term.

(f) Election failure remedied by new election. In the event no member is elected by the Qualified Voters of any particular Election Division, or in the case of members to be chosen by the Qualified Voters of the Area, one or more of the members of the Community Council are not elected by the Qualified Voters of the Area, the election for such Election Division or for the members of the Community Council for the number of offices in excess of the number for which members have been elected, in the case of the members to be elected by all of the Qualified Voters of the Area, shall be held pursuant to paragraph (c).

7. Applicability of Campaign Code of Conduct. Each person who is a candidate for election to the Community Council, whether or not such person is nominated pursuant to Section 5.05, Nomination Procedure, shall sign and abide by the Campaign Code of Conduct established for the election.

SECTION 5.05. NOMINATION PROCEDURE.

(a) Annual meeting date; notice. Annually, the Community Council shall establish a date upon which the notice of annual meeting or of proposed election without a meeting and written ballot, as the case may be, will be given to the Qualified Voters.

(b) Nomination petitions signing and delivery; publication of delivery date. Members of the Community Council may be nominated by petition signed no earlier than the day established by the Elections Committee, which day shall be not more than 180 days prior to the date of the meeting or prior to the final date for the receipt of written ballots in the case of election without a meeting, as the case may be, by fifteen of the Qualified Voters of the same Election Precinct as the person nominated, in the case of a member of the Community Council to be elected by the Qualified Voters of an Election Division, or by one of the Qualified Voters of each Election Precinct in the case of members of the Community Council to be elected by all of the Qualified Voters of the Area, and delivered to the Secretary no later than the day established by the Elections Committee, which day shall be not less than 50 days nor more than 120 days prior to the date of the meeting or prior to the final date for the receipt of written ballots in the case of election without a meeting, as the case may be. The Elections Committee shall publish a notice at least twice in successive weeks in a newspaper of general circulation within the Area of the time on or before which nominating petitions must be delivered to the Secretary, the first of which shall occur not less than 60 days prior to such time.

(c) Ballot listing of nominees. All Qualifed Voters duly nominated by sufficient petition shall be listed on the ballot for the particular office for which nominated (membership on the Community Council from each Election Division and from all Election Divisions in the case of nominees to be voted on by all of the Qualified Voters of the Area shall be separate offices for this purpose), in the order in which sufficient nominating petitions are delivered to the Secretary. The ballot shall also include a separate space for each office within which the name of a Qualified Voter who meets all qualifications for the particular office but who has not been duly nominated may be entered by the voter.

SECTION 5.06. RESIGNATION AND REMOVAL OF MEMBERS OF COMMUNITY COUNCIL.

(a) Resignation; declaration of vacancy. Except as otherwise provided by law, any member of the Community Council may resign effective as provided by the next sentence upon giving written notice to the Chairperson, the Secretary or the Community Council, unless the notice specifies a later time for the effectiveness of such resignation. All such notices which do not specify a later time shall be deemed effective upon the expiration of 48 hours of the giving of the notice, and may be withdrawn by a written notice given to the Chairperson, the Secretary or the Community Council within such 48 hour period, unless the notice expressly states that it is immediately effective and that the 48 hour withdrawal period is waived. If the resignation is effective at a future time, a successor may be elected before such time to take office when the resignation becomes effective. The Community Council shall declare vacant the office of a member of the Community Council who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order or judgment of court to have breached any duty under Division 2, Part 2, Chapter 2, Article 3 (commencing with Section 5230) of the Corporations Code, or ceased to be an Elector, or failed to attend four regular meetings of the Community Council in four consecutive calendar months.

(b) Removal. Any or all of the members of the Community Council may be removed without cause, by the affirmative vote of a majority of, in the case of a member chosen by the Qualified Voters of a particular Election Division, the Qualified Voters of such Election Division, and in the case of a member chosen by the Qualified Voters of the Area, the Qualified Voters of the Area, present and voting at a duly held annual or special meeting of such Qualified Voters at which a quorum is present (which affirmative votes also constitute a majority of the quorum) or by such Qualified Voters without a meeting pursuant to Section 4.09, Elections Without a Meeting.

SECTION 5.07. COMPENSATION. The members of the Community Council shall receive no compensation for their services as such. With the approval of the Community Council expenses incurred in the rendering of services on behalf of the Corporation may be reimbursed. Nothing herein shall preclude any member of the Community Council from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 5.08. INSPECTION RIGHTS OF MEMBERS OF COMMUNITY COUNCIL. Every member of the Community Council shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the Corporation. Such inspection by a member of the Community Council may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

ARTICLE VI

MEETINGS AND ACTIONS

OF THE COMMUNITY COUNCIL

SECTION 6.01. MEETINGS OF COMMUNITY COUNCIL.

(a) Meeting to be open and public; exceptions. All meetings of the Community Council shall be open and public, and all persons shall be permitted to attend any meeting of the Community Council, except as the Community Council may otherwise provide either by generally- applicable rule or in a particular circumstance by the affirmative vote of not less than four-fifths of the members of the Community Council then in office.

(b) Regular meetings. Regular meetings of the Community Council shall be held at least monthly within the Area, at the time and place specified by resolution adopted by the Community Council and as shall be duly noticed as to time and place. In the absence of specification by resolution of a place, regular meetings shall be held at the principal office of the Corporation. If at any time any regular meeting falls on a Saturday, Sunday or holiday, such regular meeting shall be held on the next full business day. The first regular meeting following the annual meeting of the Qualified Voters, or whenever members of the Community Council are elected without a meeting, pursuant to Section 4.09, Elections Without a Meeting, the first regular meeting following such election, shall be the organizational meeting of the Community Council for the ensuing period at which officers are elected or appointed and other organizational business is transacted.

(c) Special meetings. A special meeting of the Community Council may be called by a majority of the members of the Community Council then in office, to be held at the time and place (which place need not be within the Area) specified by the call, which time and place shall be duly noticed. No matters may be discussed or otherwise considered at a special meeting except those specified by the call and notice.

(d) Emergency meetings. An emergency meeting of the Community Council may be called by a majority of the members of the Community Council then in office, to be held at the time and place (which place need not be within the Area) specified by the call, which time and place shall be duly noticed. No matter may be discussed or otherwise considered at an emergency meeting except those specified by the call and notice. An emergency meeting may only be called in the case of an emergency situation involving matters upon which prompt action is necessary due to the disruption or threatened disruption of public facilities. The following shall constitute such emergency situations:

All emergency meetings of the Community Council shall be open and public, and all persons shall be permitted to attend any emergency meeting of the Community Council, notwithstanding any rule or circumstance to the contrary authorized by Section 6.01, Meetings of Community Council.

(e) Notice of meetings.

(f) Waiver of notice. Notice of a meeting of the members of the Community Council need not be given to any member of the Community Council who at or prior to the meeting files with the Secretary a written waiver of notice, which waiver may be given by telegram, or who is present at the meeting at the time it convenes. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

(g) Written agenda; posting; payment to Council member. At least 72 hours before a regular or special meeting, unless the special meeting is called less than 72 hours before the meeting in which case at least 24 hours before the special meeting, the Chairperson shall approve the items of business proposed to be transacted or discussed and the order of such items and the Secretary shall prepare and make available, or cause to be prepared and made available, a written agenda containing a brief general description of each item and the identification by Council member, purpose and amount of each proposed payment to or reimbursement of a Council member in excess of $20.00, which agenda shall also specify the time and location of the meeting, shall be posted by the Secretary in one or more locations freely accessible to members of the Community and shall be made available by such other methods as may be determined by the Community Council and also by posting at the meeting. No action shall be taken on any matter not appearing on the posted agenda. No payment to or reimbursement of a Council member in excess of $20.00 shall be authorized or made unless the payment or reimbursement appears on a posted agenda.

(h) Community question and comment periods.

(i) Conditions to Community or other attendance at meetings.

(j) Quorum requirement; exceptions. A majority of the authorized number of members of the Community Council constitutes a quorum of the Community Council for the transaction of business, except to adjourn as provided by paragraph (l) or except as provided by Section 6.02, Required Vote of Community Council.

(k) Council member becoming informed outside meetings. A member of the Community Council may become informed upon any matter for consideration by the Community Council by any persons and in any manner, whether at or outside of a meeting, deemed necessary or desirable by the member in order for the member to reach a decision or formulate action to be taken on such matter.

(l) Report of special meeting outside Area. In the event a special meeting of the Community Council is held outside the Area, report shall be made in writing and summarized orally of the substance of the meeting at the next following regular meeting of the Community Council, unless the substance, or a part thereof, of the meeting shall sooner be the subject of a special meeting held within the Area, in which event such report shall be made at such special meeting.

(m) Adjournment of meetings.

SECTION 6.02. REQUIRED VOTE OF COMMUNITY COUNCIL.

1. Majority vote required; exceptions. Except when applicable law requires a lesser vote in which case such lesser vote shall constitute such act of the Community Council, every action or decision done or made by not less than a majority of the members of the Community Council then in office at a meeting duly held at which a quorum is present is the act of the Community Council, unless a greater vote is required by the Articles of Incorporation, the Bylaws, or other applicable law. A meeting at which a quorum is initially present may continue to discuss items on the agenda, notwithstanding the withdrawal of members of the Community Council, but may not take any action or make any decision other than to adjourn or to adjourn to another time and place as provided by paragraph (l) of Section 6.01, Meetings of Community Council, unless a quorum is present at the time of the action or decision.

(b) Reconsideration at instance of Qualified Voters; rescission. If, within the 15 days following any act of the Community Council described by paragraph (a), notice of intent to circulate a petition requesting reconsideration of such act is given to the Secretary, and if, within 30 days following such act a petition is presented to the Secretary signed by persons who are Qualified Voters at the time of the signing and who equal in number 10 percent of the Qualified Voters of the Area at the last meeting or election without a meeting at which a member of the Community Council from the Area was elected, requesting reconsideration of such act, the Community Council shall reconsider such act at a meeting of the Community Council held within the 30 days following the presenting of the petition, and if the act is not reaffirmed as described by paragraph (c) within the 30 days following the presenting of the petition, the act of the Community Council shall, upon the expiration of such 30 days, be rescinded by this provision of the Bylaws and without any further act of the Community Council.

(c) Four-fifths vote required; exception for emergency meeting. Notwithstanding paragraph (a), every action or decision done or made with reference to any of the following matters by not less than four-fifths of the members of the Community Council then in office at a meeting duly held at which a quorum is present is the act of the Community Council and no action or decision done or made with reference to any such matters by less than that number of members of the Community Council shall be such an act:

(d) Emergency meeting exception: reaffirmance required; rescission. If, at the next regular meeting of the Community Council at which a quorum is present any action or decision done or made at an emergency meeting at which less than four-fifths of the members of the Community Council then in office were present is not reaffirmed by the vote of not less than a majority of the members of the Community Council then in office, the act of the Community Council shall, upon the failure of reaffirmance, be rescinded by this provision of the Bylaws and without any further act of the Community Council.

SECTION 6.03. CANCELLATION OF MEETINGS. Any meeting may be canceled by the Chairperson, by causing notice of cancellation to be given. Notice of the cancellation of a meeting shall be given by first-class mail or by personal delivery to the address or by telephone, telegraph or facsimile to the telephone number of each member of the Community Council and by publication in a newspaper of general circulation within the Area. In the event four days' notice by mail is not so given, 48 hours' notice delivered personally to the address or by telephone, telegraph or facsimile to the telephone number of each member of the Community Council shall be given, and in the event 48 hours' notice is not so given, such notice delivered personally to the address or by telephone, telegraph or facsimile to the telephone number of each member of the Community Council shall be given and received at least 24 hours before the time of the meeting that is canceled. In the event one day's notice by publication is not so given, such notice shall be mailed or delivered personally to each local newspaper of general circulation, radio or television station or other person requesting notice in writing.

SECTION 6.04. NOTICE TO PUBLIC OF CANCELLATION OF OR ADJOURNMENT WITHOUT MEETING. When a meeting of the Community Council is adjourned by order of the members of the Community Council present at the commencement of the meeting at whch a quorum is not present or by declaration of the Secretary when no members of the Community Council are present, or when a meeting of the Community Council is canceled, notice of the adjournment or cancellation of the meeting shall be given to persons attending the meeting by personally informing them for not less than a half hour period commencing at the time scheduled for the meeting.

SECTION 6.05. ACTION WITHOUT MEETING OR BY CONFERENCING EQUIPMENT.

(a) No action without meeting; exception. No action or decision required or permitted to be taken or made by the Community Council may be taken without a meeting, unless applicable law requires that the individual or collective consent in writing by all members of the Community Council then in office to any such action or decision be the act of the Community Council even if taken without a meeting.

(b) Exception: reaffirmance required; rescission. If, at the next regular meeting of the Community Council at which a quorum is present, any action or decision taken or made by the Community Council without a meeting which applicable law requires be the act of the Community Council is not reaffirmed by the vote of not less than a majority of the members of the Community Council then in office, the act of the Community Council shall, upon the failure of reaffirmance, be rescinded by this provision of the Bylaws and without any further act of the Community Council.

(c) No participation by conferencing. No member of the Community Council may participate in a meeting of the Community Council through use of conference telephone or similar communications equipment.

ARTICLE VII

COMMITTEES

SECTION 7.01. COMMITTEES. Committees shall be established as required by and may be established as provided by the Bylaws.

SECTION 7.02. COMMITTEES REQUIRED BY THE BYLAWS. The Community Council shall establish, at its annual organizational meeting, the following committees with the following duties, and shall appoint and may remove the members thereof in the following manner:

(a) Elections Committee. The Elections Committee shall perform all the duties assigned to the Elections Committee by the Bylaws and such additional duties as may be assigned by resolution from time to time of the Community Council. The Elections Committee shall file timely reports of its determinations and recommendations. The Elections Committee shall consist of a number of members equal to the authorized number of members of the Community Council, each of whom shall be a Qualified Voter within the Area and none of whom shall be a member of the Community Council. The members of the Elections Committee shall be appointed, and may be removed, by the Community Council by the affirmative vote of not less than a majority of the members of the Community Council then in office.

(b) Publicity Committee. The Publicity Committee shall perform all the duties assigned to the Publicity Committee by the Bylaws and such additional duties as may be assigned by resolution from time to time of the Community Council. The number of members of the Publicity Committee shall be determined and the members shall be appointed and may be removed by the Community Council. One or more members of the Publicity Committee may also be members of the Community Council, provided that such members are less than a quorum of the Community Council.

(c) Finance Committee. The Finance Committee shall maintain a current record of the funds and expected receipts of the Corporation and of the outstanding payments and commitments of expenditures, shall review all proposed commitments of expenditures, whether of the Community Council, officers or committees, shall approve, up to a maximum limit established by the Community Council, or disapprove all proposed commitments of expenditures of officers or committees (other than the Finance Committee), based on the availability of funds, and shall report to the Community Council the availability of funds for any proposed commitment of expenditure of the Community Council or the Finance Committee. No commitment of expenditure of any officer or committee shall be made except after review and, except for the Finance Committee, approval of the Finance Committee. The Finance Committee shall also perform such additional duties as may be assigned by resolution from time to time of the Community Council. The Finance Committee shall be constituted in the manner provided by Section 7.03, Committees of the Community Council, and shall have all of the authority of the Community Council with respect to matters within the area of the responsibility assigned, subject to the same limitations as are imposed on committees established by the Community Council as provided by Section 7.03, Committees of the Community Council, with the exception that the Finance Committee shall not be required to comply with the procedures set forth by the Bylaws for meetings and actions of committees, but shall instead conduct its meetings or take action with or without a meeting as follows:

(d) Campaign Conduct Committee. The Campaign Conduct Committee shall develop in compliance with applicable legal requirements and establish for each election at which one or more members of the Community Council are to be elected a Campaign Code of Conduct and shall perform such additional duties as may be assigned by resolution from time to time of the Community Council. The Campaign Conduct Committee shall consist of a number of members equal to not less than 3 and not more than the authorized number of members of the Community Council, each of whom shall be a Qualified Voter within the Area and none of whom shall be a member of the Community Council. The members of the Campaign Conduct Committee shall be appointed, and may be removed, by the Community Council by the affirmative vote of not less than a majority of the members of the Community Council then in office.

(e) Organization Amendment Committee. The Organization Amendment Committee shall review all proposals to amend the Articles of Incorporation and all proposals to amend or repeal or to adopt new Bylaws and shall perform such additional duties as may be assigned by resolution from time to time of the Community Council. The Organization Amendment Committee shall file timely reports of its recommendations. The Organization Amendment Committee shall consist of a number of members equal to the authorized number of members of the Community Council, each of whom shall be a Qualified Voter within the Area and none of whom shall be a member of the Community Council. The members of the Organization Amendment Committee shall be appointed, and may be removed, by the Community Council by the affirmative vote of not less than a majority of the members of the Community Council then in office.

SECTION 7.03. COMMITTEES OF THE COMMUNITY COUNCIL. The Community Council may, by resolution adopted by a majority of the members of the Community Council then in office, provided that a quorum is present, create one or more committees which may exercise the authority of the Community Council to the extent specified in the resolution creating such committee, each such committee consisting of two or more members less than a quorum of the Community Council, appointed by and serving at the pleasure of the Community Council. The Community Council may appoint one or more members of the Community Council as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the members of the Community Council then in office. Any such committee, to the extent provided in the resolution of the Community Council with respect to matters within the area of the responsibility assigned, shall have all authority of the Community Council, except with respect to:

SECTION 7.04. OTHER COMMITTEES. Other committees may be created by the Community Council, each such committee consisting of one or more members less than a quorum of the Community Council, or one or more members less than a quorum of the Community Council and one or more members of the Community or others, or one or more members of the Community or others, only, appointed by and serving at the pleasure of the Community Council or a committee of the Community Council.

SECTION 7.05. MEETINGS AND ACTIONS OF COMMITTEES. Meetings and actions of committees established pursuant to Section 7.02, Committees Required by the Bylaws, Section 7.03, Committees of the Community Council, and Section 7.04, Other Committees, shall be governed by, and held and taken in accordance with, the provisions of Section 6.01, Meetings of Community Council, Section 6.02, Required Vote of Community Council, and Section 6.05, Action Without Meeting or by Conferencing Equipment, concerning meetings and actions of the Community Council, with such changes in context as are necessary to substitute the particular committee and its members for the Community Council and its members, except that the procedures set forth by the Bylaws for meetings and actions of the Finance Committee shall govern such meetings and actions. Notice of special meetings of each committee established pursuant to Section 7.02, Committees Required by the Bylaws, and Section 7.03, Committees of the Community Council, including the Finance Committee, shall be given to any and all alternate members, who shall have the right to attend all meetings of the committee but shall not have the right to participate except by replacing an absent member (and if the alternate member is a member of the Community Council, solely by replacing an absent member who is also a member of the Community Council), and minutes shall be kept of each meeting of any such committee and shall be filed with the corporate records. Any committee reports of all committees shall be filed with the corporate records.

SECTION 7.06. AGENDA INFORMATION REGARDING COMMITTEES. Each agenda of the Community Council shall be accompanied by a list of each committee, the name of the chairperson of the committee and the chairperson's telephone number.

SECTION 7.07. COMMITTEES SUBJECT TO COMMUNITY COUNCIL DIRECTION. The Community Council may adopt rules not inconsistent with the Bylaws for the government of any committee, in the absence of which, the committee may prescribe the manner in which it will conduct its activities consistent with the Bylaws. Further, the activities and affairs of all committees shall be conducted under the ultimate direction of the Community Council.

ARTICLE VIII

OFFICERS

SECTION 8.01. OFFICERS. The officers of the Corporation are the Chairperson, the Vice Chairperson, the Secretary and the Treasurer, and such other officers as shall be so identified, described and have their duties prescribed by resolution of the Community Council from time to time. No person may hold more than one office at the same time.

SECTION 8.02. CHAIRPERSON. The Chairperson is the chief executive officer and general manager of the Corporation, and shall be elected annually by the Community Council from among its members, except that a temporary Chairperson shall be selected by the Incorporators prior to the time that the initial members of the Community Council shall have been elected and qualified and shall have organized as such, at which time the temporary Chairperson shall be succeeded by the first permanent Chairperson. The Chairperson shall, subject to the control of the Community Council, have general supervision, direction and control of the activities and affairs of the Corporation and of its officers, employees and agents. However, the Chairperson shall have no right to employ, discharge, or prescribe the duties or compensation of officers, employees and agents of the Corporation, except where such matters are delegated to the Chairperson by the Community Council. The Chairperson shall preside at all meetings of the Community Council. The Chairperson shall also preside, or shall appoint a moderator to preside, subject to the direction of the Chairperson, at all meetings of the Qualified Voters and of the Community. The Chairperson is authorized to execute for and on behalf of the Corporation all contracts, notes, conveyances and other documents and instruments in writing in the name of the Corporation, when such matters are authorized by the Corporation. The Chairperson shall exercise such other powers and perform such other duties as shall be prescribed by the Bylaws or by the Community Council from time to time.

SECTION 8.03. VICE CHAIRPERSON. The Vice Chairperson shall perform, under the direction of the Chairperson, duties and responsibilities in the management of the Corporation or in one or more particular areas of its management. The Vice Chairperson shall be elected annually by the Community Council from among its members, except that a temporary Vice Chairperson shall be selected by the Incorporators prior to the time that the initial members of the Community Council shall have been elected and qualified and shall have organized as such, at which time the temporary Vice Chairperson shall be succeeded by the first permanent Vice Chairperson. In the absence or in the event of the disability of the Chairperson, the duties of the Chairperson shall be exercised by the Vice Chairperson, and when so acting the Vice Chairperson shall have all the powers of, and be subject to all the restrictions upon, the Chairperson. The Vice Chairperson shall exercise such other powers and perform such other duties as shall be prescribed by the Bylaws or by the Community Council from time to time.

SECTION 8.04. SECRETARY. The Secretary shall be appointed annually by the Community Council and may but need not be appointed from among its members, except that a temporary Secretary shall be selected by the Incorporators prior to the time that the initial members of the Community Council shall have been elected and qualified and shall have organized as such, at which time the temporary Secretary shall be succeeded by the first permanent Secretary. The Community Council may by resolution authorize one or more assistant secretaries to perform, under the direction of the Secretary, some or all of the duties of the Secretary. Such assistant secretaries shall be appointed annually by the Community Council upon recommendation of the Secretary. The Secretary shall:

SECTION 8.05. TREASURER. The Treasurer shall be appointed annually by the Community Council and may, but need not, be appointed from among its members except that a temporary Treasurer shall be selected by the Incorporators prior to the time that the initial members of the Community Council shall have been elected and qualified and shall have organized as such, at which time the temporary Treasurer shall be succeeded by the first permanent Treasurer. The Community Council may by resolution authorize one or more assistant treasurers to perform under the direction of the Treasurer some or all of the duties of the Treasurer. Such assistant treasurers shall be appointed annually by the Community Council upon recommendation of the Treasurer. The Treasurer shall:

SECTION 8.06. APPOINTMENT AND REMOVAL OF OFFICERS.

(a) Appointment. The officers expressly described by Section 8.01, Officers, except or otherwise provided by the Bylaws, shall be elected or appointed by the Community Council as provided by the Bylaws. Other officers shall be appointed as prescribed by the Bylaws or by resolution of the Community Council establishing the office, as the affairs of the Corporation may require. A vacancy in any office shall be filled in the manner prescribed by these Bylaws for regular election or appointment to such office, provided that such vacancy shall be filled as it occurs and not merely annually.

(b) Removal. Any person elected or appointed as an officer by the Community Council may be removed from such office at any time by the Community Council, with or without cause or prior notice.

(c) Officers for specific term or contract. Unless these Bylaws prescribe an annual term, when authorized by the Community Council any appointed officer may be appointed for a specific term, and in any event may be appointed under a contract of employment. Notwithstanding that such officer is appointed for a specified term or under a contract of employment, any such officer may be removed from office at any time pursuant to paragraph (b) and shall have no claim against the Corporation on account of such removal other than for such monetary compensation as the officer may be entitled to under the terms of the contract of employment.

(d) Resignation. Any officer may resign at any time upon written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Such resignation is effective upon receipt of the written notice by the Corporation unless the notice prescribes a later effective date or unless the notice prescribes a condition to the effectiveness of the resignation. Acceptance by the Corporation shall not be necessary to effectiveness unless the notice otherwise specifies.

SECTION 8.07. EXECUTION OF INSTRUMENTS.

(a) Supplemental authorization. Any and all documents and instruments executed in the name of the Corporation, including, but not limited to, contracts, agreements, purchase orders, notes, deeds, deeds of trust, mortgages, leases, security agreements, checks and drafts issued, endorsements of checks and drafts received, certificates, applications and reports, may be executed for and on behalf of the Corporation by any one or more officers, employees or agents of the Corporation as authorized from time to time by the Community Council. Such authorization may be general or confined to specific instances. Any authorization pursuant to this paragraph (a) is supplementary to and not in derogation of the authorizations of the Chairperson, Vice Chairperson, Secretary and Treasurer given by Section 8.02, Chairperson, Section 8.03, Vice Chairperson, Section 8.04, Secretary, and Section 8.05, Treasurer, respectively, and the execution in the name of the Corporation of any such documents and instruments by any officer, employee or agent authorized to do so by any such authorization shall be the act of and binding upon the Corporation.

(b) Incidental authorization. The officers expressly described by Section 8.01, Officers, and by resolution of the Community Council have, except as otherwise provided, the authority to execute documents and instruments in the name of the Corporation when the execution of the document or instrument is incident to carrying out the duties of the office.

ARTICLE IX

OFFICES

SECTION 9.01. PRINCIPAL OFFICE. The principal office of the Corporation shall be fixed and located at such place within the Area as the Community Council shall determine. The Community Council shall have full power and authority to change said principal office from one location to another. In the absence of a specific determination, the residence of the Chairperson shall be the principal office. The principal office shall be identified by street address.

SECTION 9.02. OTHER OFFICES. Branch or subordinate offices may be established by the Community Council at any place or places.

ARTICLE X

INDEMNIFICATION AND LIABILITY

SECTION 10.01. INDEMNIFICATION OF MEMBERS OF THE COMMUNITY COUNCIL, OFFICERS, EMPLOYEES AND AGENTS.

(a) Authorization. The Corporation may indemnify any member of the Community Council, officer, employee or other agent of the Corporation, or any other person identified by section 5238 of the Corporations Code, pursuant to the provisions of said section 5238, or pursuant to any contract entered into with any employee or agent who is not a member of the Community Council or officer.

(b) Advance of defense expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation as authorized by said section 5238 prior to the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the member of the Community Council, officer, employee or other agent of the Corporation, or other person identified by said section 5238 to repay such amount, unless it shall be determined ultimately that the member of the Community Council, officer, employee or other agent, or other person identified by said section 5238, is entitled to be indemnified.

(c) Insurance; exception. The corporation may purchase and maintain insurance on behalf of any member of the Community Council, officer, employee or other agent of the Corporation, or other person identified by said section 5238, against any liability asserted against or incurred by the member of the Community Council, officer, employee or other agent, or other person identified by said section 5238, in such capacity or arising out of the status of the member of the Community Council, officer, employee, or other agent, or other person identified by said section 5238, as such, whether or not the Corporation would have the power to indemnify the member of the Community Council, officer, employee or other agent, or other person identified by said section 5238, against such liability under the provisions of said section 5238, except as provided in subdivision (i) of said section 5238.

SECTION 10.02. NONPAID MEMBERS OF COMMUNITY COUNCIL; ALLEGED FAILURE TO DISCHARGE DUTIES; NO MONETARY LIABILITY. Except as provided by section 5233 or 5237 of the Corporations Code, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any nonpaid member of the Community Council, including any nonpaid member of the Community Council who is also a nonpaid officer, of this Corporation based upon any alleged failure to discharge the person's duties as member of the Community Council or officer if the duties are performed in a manner that meets all of the following criteria:

(1) The duties are performed in good faith;

(2) The duties are performed in a manner such member believes to be in the best interests of the Corporation; and

(3) The duties are performed with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

SECTION 10.03. PERSONAL LIABILITY OF VOLUNTEER MEMBER OF COMMUNITY COUNCIL OR OFFICER FOR NEGLIGENCE.

(a) No liability upon certain conditions; exception. Except as provided by paragraph (c), below, there shall be no personal liability to a third party for monetary damages on the part of a volunteer member of the Community Council or volunteer officer of this Corporation caused by the member of the Community Council's or officer's negligent act or omission in the performance of that person's duties as a member of the Community Council or officer, if all of the following conditions are met:

1. The act or omission was performed in good faith;
2. The act or omission was not reckless, wanton, intentional, or grossly negligent; and

(b) Definitions. For purposes of this Section, "volunteer" means the rendering of services without compensation. "Compensa-tion" means remuneration whether by the way of salary, fee, or other consideration for services rendered. However, the payment of per diem, mileage, or other reimbursement expenses to a member of the Community Council or officer does not affect that person's status as a volunteer within the meaning of this section. "Officer" means an officer expressly described by Section 8.01, Officers.

(c) Exceptions to non-liability. This Section does not eliminate or limit the liability of a member of the Community Council or officer for any of the following:

1. In any action or proceeding brought by the California Attorney General.

(d) Basis of liability not created. This Section does not create a duty of care or basis of liability for damage or injury caused by the acts or omissions of a member of the Community Council or officer.

SECTION 10.04. CERTAIN FINANCIAL TRANSACTIONS.

(a) No self-dealing transactions. The Corporation shall not engage in any transaction which is a "self-dealing transaction" as defined in section 5233 of the Corporations Code unless the transaction has been approved by one of the means specified in subdivision (d) of said section 5233.

(b) No common control transactions. Unless it is established that the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified, the Corporation shall not enter into a contract or transaction with any other corporation, association or entity in which one or more of the members of the Community Council are directors unless the material facts as to the transaction and each member's directorship are fully known or disclosed to the Community Council. The Community Council must approve, authorize or ratify any such contract or transaction in good faith and by a vote sufficient without counting the vote of any member of the Community Council who is also such director.

(c) No loan or guarantee transactions. This Corporation shall not make any loan of money or property to, or guarantee the obligation of, any member of the Community Council or officer, unless the transaction is first approved by the California Attorney General. This provision shall not apply to any reasonable advance on account of expenses anticipated to be incurred and reimbursed in the performance of the member's or officer's duties.

(d) No distributions. This Corporation shall not make any distribution except as provided in Section 5237 of the Corporations Code.

(e) No speculative investments. Except as provided in sections 5240(c) and 5241 of the Corporations Code, in the investment, reinvestment, purchase, acquisition, exchange, sale and management of the Corporation's investments, the Community Council shall do the following:

ARTICLE XI

CERTAIN RECORDS

SECTION 11.01. MINUTE BOOK. The Corporation shall keep or cause to be kept a minute book which shall contain:

(a) Community Council, committee and Incorporator meeting records. The record of all meetings of the Community Council including date, place, those attending, and the proceedings thereof, a copy of the notice of the meeting and when and how given and any written waivers of notice of meeting, and similarly as to meetings of committees of the Community Council or required by the Bylaws and as to meetings or written consents of the Incorporators of the Corporation prior to the election of the initial Community Council.

(b) Qualified Voter meeting records. The records of all meetings of Qualified Voters including date, place, and the proceedings thereof, a copy of the notice of meeting and when and how given, any affidavit as to the mailing or giving of notice, and the report of action by Qualified Voters without a meeting, including a copy of the form of written ballot and any affidavit as to the mailing of written ballots, and additionally, with respect to any meeting at which action (not including advisory action) by the Qualified Voters is required or permitted, the Qualified Voters present who may take such action identified by the action that may be taken.

(c) Community meeting records. The record of all meetings of the Community including date, place, and the proceedings thereof, and a copy of the notice of meeting and when and how given, and any affidavit as to the giving of notice.

(d) Articles of Incorporation. A copy of the Articles of Incorporation and a copy of all certificates of amendment filed with the Secretary of State.

(e) Bylaws. A copy of the Bylaws, duly certified by the Secretary.

SECTION 11.02. BUDGET AND REVIEW OF ACCOUNTS.

(a) Annual budget. A budget for each fiscal year consisting of at least the following information shall be prepared under the direction of the Community Council prior to the beginning of each fiscal year:

(b) Quarterly review. Not less than quarterly, the Community Council shall review:

SECTION 11.03. ANNUAL REPORT.

(a) Annual financial statements. Financial statements shall be prepared as soon as reasonably practicable after the close of the fiscal year. The financial statements shall contain in appropriate detail the following:

(b) Financial statements to be accompanied by report or certificate. Any report furnished to members of the Community Council or the Qualified Voters who request it which includes the financial statements presc