BYLAWS OF JetCafe, a California Nonprofit Mutual Benefit Corporation 1. OFFICES 1.1 Principal Office. The principal office for the transaction of the activities and affairs of the corporation is located at 2460 NORTH LAKE AVENUE, SUITE 131, ALTADENA, CALIFORNIA 91001. The board of directors may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these bylaws beside this Section, or this Section may be amended to state the new location. 1.2 Other Offices. The board of directors may at any time, and from time to time, as it deems appropriate, establish one or more branches or other subordinate offices at such place or places within or without the State of California where the corporation is qualified to conduct its activities. 2. PURPOSES AND LIMITATIONS 2.1 General Purposes. The corporation is a nonprofit mutual benefit corporation formed to engage in any lawful act or activity for which a corporation may be organized under such law. This corporation is formed FOR pleasure, recreation, and other nonprofitable purposes. 2.2 Specific Purpose. Within the context of the general purposes stated above, the purpose of this corporation shall be: (a) to enable interaction among persons interested in the research, development, and use of the Internet; (b) to establish an on-line community for members of the corporation to share these interests; and (c) to use the Internet as the location for this on-line community by providing the corporation's members with access to the Internet. 2.3 Limitations. Notwithstanding any other provision of these bylaws, the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation. No part of the net earnings of the corporation shall inure to the benefit of any member, as defined for purposes of Section 501(c)(7) of the Internal Revenue Code. 3. MEMBERS 3.1 Members. The corporation shall have one class of members designated as "regular members" or "members." Any person dedicated to the purposes of the corporation and technically qualified to participate in the activities of this corporation shall be eligible for membership on approval of the membership application by the board and on timely payment of such dues and fees as the board may fix from time to time. Membership ceilings may be established by the board to insure equitable availability of bandwidth or services to members. 3.2 Voting Members. Members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all or substantially all of the corporation's assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, those members shall have all rights afforded members under the Mutual Benefit Law. If the corporation is dissolved, those members shall receive a prorata distribution of all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law. 3.3 Nonmembers. The corporation may refer to other persons or entities associated with it as "members," even though those persons or entities are not voting members as set forth in Section 3.2. No such reference, however, shall constitute anyone a member within the meaning of Section 5056 of the Corporations Code unless that person or entity shall have qualified for a voting membership under Section 3.1. References in these bylaws to members shall mean members as defined in Section 5056 of the Corporations Code and Section 3.1. By amendment of its articles of incorporation or of these bylaws, the corporation may grant some or all the rights of a member of any class, as set forth in these bylaws, to any person or entity that does not have the right to vote on any of the matters specified in Section 3.2, but no such person or entity shall be a member within the meaning of Section 5056 of the Corporations Code. 3.4 Dues. Each member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the board. The dues, fees, and assessments shall be equal for all members of each class, but the board may, in its discretion, set different dues, fees, and assessments for each class. Those members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing. In addition to dues, each member shall pay an initiation fee *** established by the board of directors. Initiation fees shall not be refundable. Dues for new members shall be charged commencing on the first day of the month following initiation. EACH MEMBER SHALL BE SUBJECT TO THE PAYMENT POLICIES ESTABLISHED FROM TIME TO TIME BY THE BOARD. SUCH POLICIES MAY INCLUDE THE RIGHT TO DENY MEMBER ACCESS TO JETCAFE SERVICES FOR FAILURE TO MAKE TIMELY PAYMENT, AS WELL AS THE RIGHT TO SUSPEND THAT PERSON'S RIGHT TO VOTE AND (SUBJECT TO THE PROVISIONS OF SECTION 3.7) MEMBERSHIP. 3.5 Termination of Membership. A membership shall terminate on occurrence of any of the following events: a. Resignation of the member, on reasonable notice to the corporation; b. Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the board; c. Failure of the member to pay dues, fees, or assessments as set by the board within ***THE TIME PERIODS ESTABLISHED FROM TIME TO TIME BY THE BOARD IN ITS "MEMBERSHIP PAYMENT POLICY"; d. Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or e. Expulsion of the member under this Article based on the good faith determination by the board, or a committee or person authorized by the board to make such determination, that the member has failed in a material and serious degree to observe the corporation's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the corporation. 3.6 Suspension of Membership. A member may be suspended under this Article based on the good faith determination by the board, or a committee or person authorized by the board to make such determination, that the member has failed in a material and serious degree to observe the corporation's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the corporation. A person whose membership is suspended shall not be a member during the period of suspension. 3.7 Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a member under this Article, the procedure set forth below shall be followed: a. The member shall be given at least fifteen (15) days' prior notice of the time and place for the meeting of the board at which the proposed expulsion or suspension will be considered, together with the reasons for such proposed action. Notice shall be given by any method reasonably calculated to provide actual notice, including an e-mail message to the member. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the corporation's records. b. The member shall be given an opportunity to be heard, either orally or in writing, by the board. At its meeting, the board may determine whether the expulsion or suspension should take place. c. The member may elect to invite all members of the corporation to the board hearing by notifying the corporation officers of such election at least seven (7) days prior to the scheduled day of the board meeting. If necessary to accommodate member attendance, the president may change the location of the board meeting. Members shall receive an invitation to the board meeting by e-mail, including an explanation of the purpose. d. The board shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. Any such decision shall be final, unless appealed to the entire membership. The member must elect to appeal any board decision within fifteen (15) days after the decision by the board, and the board shall call a special meeting of the members to consider such appeal. The decision of the board may be changed only by a meeting of the membership satisfying the requirements of Article 4. Any decision by the members shall be final. e. In emergency situations, the board may suspend a member's on-line access if, and only if, that member's continuing access would prevent the continuing on-line access of the corporation's members. Within three (3) days of such suspension of access, the board shall call a meeting of the board to consider the suspension or expulsion of the member in accordance with the provisions of this section. In any event, such member's on-line access shall be restored within twenty (20) days after access is suspended, unless the board has met to hear the matter within such time and made a determination otherwise. f. Any action challenging such decision, including a claim alleging defective notice, must be commenced within one year after the date of such decision. 3.8 Transfer of Membership. No membership or right arising from membership shall be transferred, EXCEPT AS PROVIDED IN THIS SECTION. A MEMBERSHIP MAY BE TRANSFERRED TO ANOTHER PERSON MEETING THE QUALIFICATIONS OF THE TRANSFERRING MEMBER AS AUTHORIZED BY THE BOARD. THE BOARD MAY BY RESOLUTION IMPOSE TRANSFER FEES OR OTHER CONDITIONS ON THE TRANSFERRING PARTY AS IT DEEMS FIT, PROVIDED THOSE FEES AND CONDITIONS ARE THE SAME FOR SIMILARLY SITUATED MEMBERS. IN ADDITION, RATHER THAN ALLOWING SUCH TRANSFER, THE BOARD MAY ELECT TO PURCHASE SUCH MEMBERSHIP AT THE SAME PRICE AND TERMS AS THE PROSPECTIVE PURCHASER. Subject to restrictions on the revocability of proxies under the Mutual Benefit Law, all membership rights cease on a member's death or dissolution. 4. MEETINGS OF MEMBERS 4.1 Place of Meetings. Meetings (whether regular or special) of the members shall be held at the principal office of the corporation, as specified in Section 1.1, or at such other place within or without the State of California which has been designated in the notice of the meeting. 4.2 Annual Meetings. Annual meetings of the members shall be held on THE FIRST THURSDAY IN MAY of each year, at 12:00 NOON, unless the board fixes another date or time and so notifies the members, as provided in these bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held the next full business day. At this meeting, directors shall be elected and any other proper business may be transacted, subject to the provisions of these bylaws. 4.3 Special Meetings. Special meetings for any lawful purpose may be called at any time by the chairman of the board, if there be one, or by the president, or by five percent (5%) or more of the members. 4.4 Notice of Special Meetings. A special meeting called by any person (other than the board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chairman of the board, if any, or the president or any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with this Article, stating that a meeting will be held at a specified time and date fixed by the board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the board. 4.5 Notice Contents. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be give, in accordance with this Article, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting. In the case of regular meetings, the notice shall state those matters which the board of directors, at the time the notice is given, intends to present for action by the members (although any proper matter may be presented at a regular meeting for action). In the case of a special meeting, the notice shall state the general nature of the business to be transacted, and no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals: (a) removing a director without cause; (b) filling vacancies on the board; (c) amending the articles of incorporation; (d) approving a contract or transaction between the corporation and one or more directors, or between the corporation and any entity in which a director has a material financial interest; (e) electing to wind up and dissolve the corporation; or (f) approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the articles or bylaws, when the corporation is in the process of winding up. 4.6 Delivery of Notice. Notice of any meeting of members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears oN the corporation's books and no address has been so given, notice shall be deemed to have been given if either (a) notice is sent to that member by first-class mail or telegraphic or other written communication to the corporation's principal office, or (b) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located. An affidavit of the mailing of any notice of any members' meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, and if so executed, shall be filed and maintained in the corporation's minute book. 4.7 Quorum. Except to adjourn as provided in this Article, FIFTY PERCENT (50%) percent of the authorized number of members shall constitute a quorum of the members for the transaction of business. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of members, if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by this Section. 4.8 Adjourned Meetings. A majority of the members present at a meeting of the membership, whether or not constituting a quorum, may adjourn any meeting of the members to another time and place. No meeting may be adjourned for more than forty- five (45) days. Notice of the time and place of holding an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting. 4.9 Voting. Subject to the provisions of the Mutual Benefit Law, members entitled to vote any meeting of members shall be regular members in good standing as of the record date determined under this Article. Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Subject to the provisions of the Mutual Benefit Law or the articles of incorporation, every act or decision done or made by not less than a majority of the members present at a meeting duly held and at which a quorum is present shall be regarded as an act of the members. 4.10 Waiver of Notice and Consent. The transactions of any meeting of the members, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if (a) a quorum is present either in person or by proxy, and (b) either before or after the meeting, each member entitled to vote, but not present, signs a written waiver of notice, a consent to holding such meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, unless action is to be taken or proposed to be taken for approval of any of those matters specified in Section 4.5 (regarding the content of notices to members of meetings). All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A member's attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. 4.11 Written Consent in Lieu of Meeting. Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of such members at a meeting duly called and noticed. Each such written consent or consents shall be filed with the minutes of the proceedings of the members. 4.12 Action by Ballot. Any action that may be taken at any meeting of members may be taken without a meeting by complying with the following provisions of this Section: a. The corporation shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required for notices to members of meetings. All solicitations of votes by written ballot shall (i) indicate the number of responses needed to meet the quorum requirement; (ii) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure or measures; and (iii) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (i) set forth the proposed action; (ii) provide the members an opportunity to specify approval or disapproval of each proposal; and (iii) provide a reasonable time within which to return the ballot to the corporation. If the corporation has 100 or more members, any written ballot distributed to ten or more members shall provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with the specification. In any election of directors, a written ballot that a member marks "withhold," or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a director. b. Approval by written ballot shall be valid only when (i) the number of votes cast by ballot (including those ballots that are marked "withhold" or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting. c. A written ballot may not be revoked. d. All written ballots shall be filed with the secretary of the corporation and maintained in the corporate records for at least TWO (2) years. 4.13 Membership Record Date. For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the board may, in advance, fix a record date. The record date so fixed (i) for notice of a meeting shall not be more than ninety (90) nor less than ten (10) days before the date of the meeting; (ii) for voting at a meeting shall not be more than sixty (60) days before the date of the meeting; (iii) for voting by written ballot shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and (iv) for any other action shall not be more than sixty (60) days before that action. If not otherwise fixed by the board, the record date for determining members entitled (i) to receive notice of a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held; (ii) to vote at the meeting shall be the day on which the meeting is held; (iii) to vote by written ballot shall be the day on which the first written ballot is mailed or solicited; and (iv) to exercise any rights with respect to any other lawful action shall be the date on which the board adopts the resolution relating to that action, or sixty (60) days before the date of that action, whichever is later. For purposes of this Section, a person holding a membership at the close of business on the record date shall be a member of record. 4.14 Proxy. Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member's attorney-in-fact. All proxies, or solicitations for proxies, shall comply with the requirements set forth in the Mutual Benefit Law. 4.15 Nomination of Directors. The board shall establish a reasonable process for the nomination and election of directors, given the nature, size and operations of the corporation. Such process shall include: (a) a reasonable means of nominating persons for election as directors; (b) a reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy; (c) a reasonable opportunity for all nominees to solicit votes; and (d) a reasonable opportunity for all members to choose among the nominees. If not provided otherwise by the board, the chairman (or president if there is no chairman) shall appoint a committee to select qualified candidates for election to the board at least SIXTY (60) days before the date of any election of directors. The nominating committee shall make its report at least THIRTY (30) days before the date of the election, or at such other time as the board of directors may set, and the secretary shall forward to each member, with the notice of meeting required by these bylaws, a list of all candidates nominated by committee under this section. If there are 500 or more members, nominations shall also comply with the requirements of the ***MUTUAL Benefit Law. No corporate funds may be expended to support a nominee for director after more people have been nominated for director than can be elected. 5. DIRECTORS 5.1 Exercise of Corporate Powers. Except as otherwise provided by these bylaws, by the articles of incorporation of the corporation, or by the laws of the State of California now or hereafter in force, all corporate powers of the corporation shall be vested in and exercised by or under the authority of, and the activities and affairs of the corporation shall be controlled by, the board of directors. These powers shall include, but not be limited to, the power: a. to appoint and remove all the corporation's officers, agents and employees; prescribe powers and duties for them that are consistent with the law, with the articles of incorporation and with these bylaws; and to fix their compensation and require from them security for faithful performance of their duties; b. to change the principal office from one location to another; to cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or without California; c. to adopt and use a corporate seal, and alter the form of the seal; d. to borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures and deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities; e. to adopt and amend operating rules and policy for Internet USAGE by members of the corporation. Notwithstanding the foregoing, the board of directors shall not make capital transactions in excess of an amount to be established by the members of the corporation, other than as required for the ordinary maintenance of the corporation's facilities and equipment, nor *** subject the corporation to any liability beyond the amount of corporate funds, unless such actions have been approved by the membership at a properly held meeting of the members. 5.2 Number and Qualification. The authorized number of directors of the corporation shall be five (5) until changed by a duly adopted amendment of the articles of incorporation or by an amendment of this Section. The president, secretary and chief financial officer of the corporation shall serve as board members. In addition, the members shall elect two (2) directorS- at-large. The directors shall be selected in accordance with the provisions of Section 5.4. 5.3 Compensation. Directors shall not receive any stated salary or compensation for their services as directors or as members of any committee, but may receive such reasonable compensation for their services (as other than directors) and such reimbursement for their reasonable expenses as may be fixed from time to time by resolution of the board of directors. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and from receiving compensation therefor. 5.4 Election and Term of Office...All directors (including the president, secretary and chief financial officer) shall be elected by a majority vote of the members of the corporation taken at their regular annual meeting. Directors shall hold office for a one-year term. Directors, including directors elected to fill a vacancy, shall hold office until the expiration of the term for which they were elected and until their respective successors are elected and qualified. 5.5 Vacancies. Vacancies in the board of directors may be filled by a majority vote of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until the expiration of the term for which that director was elected and until a successor has been elected and qualified. A vacancy or vacancies on the board of directors shall be deemed to exist in the event of (a) the death, resignation, or removal of any director; (b) declaration by the board of directors by resolution of a vacancy in the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or, if the corporation holds assets in charitable trust, has been found by a final order or judgement of any court to have breached a duty arising under Section 7238 of the Corporations Code; (c) the vote of the members or, if the corporation has fewer than fifty (50) members, the vote of a majority of all members, to remove any director(s); (d) an increase in the authorized number of directors; or (e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting. Except as provided below, any director may resign effective on giving written notice to the chairman of the board, if there be one, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if the corporation would be left without a duly elected director. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. 6. MEETINGS OF DIRECTORS 6.1 Place of Meetings. Meetings (whether regular or special) of the board of directors of this corporation shall be held at the principal office of the corporation, as specified in Section 1.1, or at such other place within or without the State of California which has been designated in the notice of the meeting. Any meeting (regular or special) may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all participating directors shall be deemed to be present in person at the meeting. 6.2 Regular Meetings. Regular meetings of the board of directors shall be held at such times as may be designated from time to time by the board of directors, but in any event not less than once each calendar year. Notice of regular meetings shall be given in the same manner as that specified below for giving notice of special meetings. 6.3 Special Meetings. Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, if there be one, the president, any vice president, the secretary, or by any two or more of the directors. 6.4 Notice of Special Meetings. Notice of the time and place of special meetings of the board of directors shall be delivered personally or by telephone or sent by first-class mail or by other form of written communication, charges prepaid, addressed to each director at that director's address as it appears on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone, telegram, telex or similar means of communication, it shall be delivered personally, by telephone, or to the common carrier for transmission at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the place if the meeting is to be held at the principal office of the corporation. The notice need not specify the purpose of the meeting. 6.5 Adjourned Meetings. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting of the board of directors to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place of holding the adjourned meeting shall be given in the manner specified in Section ***6.4, to the directors who were not present at the time of the adjournment. 6.6 Quorum. Except to adjourn as provided in preceding Section, a majority of the authorized number of directors shall constitute a quorum of the board of directors for the transaction of business; provided, however, that if and for so long as the authorized number of directors is one, one director shall constitute a quorum. Subject to the provisions of the Corporations Code, every act or decision done or made by not less than a majority of the directors present at a meeting duly held and at which a quorum is present shall be regarded as an act of the board of directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by this Section. 6.7 Waiver of Notice and Consent. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, and if either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall be deemed given to any director who attends a meeting without protesting, either before or at its commencement, the lack of notice to such director. 6.8 Written Consent in Lieu of Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of such directors at a meeting duly called and noticed. Each such written consent or consents shall be filed with the minutes of the proceedings of the board of directors. *** 7. COMMITTEES 7.1 Committees of Directors. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate and appoint members to one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may likewise appoint one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, or in these bylaws, shall have all the authority of the board, except with respect to: a. the approval of any action which, under the Corporations Code, also requires approval of the board of directors; b. the filling of vacancies on the board of directors or in any committee; c. the fixing of compensation of the directors for serving on the board or on any committee; d. the amendment or repeal of bylaws or the adoption of new bylaws; e. the amendment or repeal of any resolution of the board of directors which, by its express terms, is not so amendable or repealable; f. the appointment of any other committees of the board of directors or the members thereof; g. the expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or h. the approval of any self-dealing transaction with respect to any assets held in charitable trust. 7.2 Meetings and Action of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of the preceding Article, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. 8. OFFICERS 8.1 Officers. The officers of the corporation shall be a president, a secretary and a chief financial officer, who may also be referred to as the treasurer. The corporation may also have such other officers, including one or more vice presidents, one or more assistant secretaries and one or more assistant chief financial officers (or treasurers), as the board of directors shall determine. Any two or more of any such offices may be held by the same person. All officers shall be members in good standing and shall be technically competant regarding the workings and vagaries of the Internet. 8.2 Election and Removal of Officers. The members shall elect the president, secretary and chief financial officer of the corporation at the annual meeting of the membership, and the board shall elect any other officers to the offices which the board may establish from time to time. Without prejudice to any rights of an officer under any contract of employment, any officer may be removed, with or without cause, by A 2/3rds vote of the membership (in the case of the president, secretary and chief financial officer) or the board of directors (in the case of any officers elected by the board). 8.3 Subordinate Officers. All officers of the corporation, except those whose duties are defined in these bylaws, shall have such authority and perform such duties as the board of directors may from time to time determine. In case of the absence, disability or death of either the secretary or the chief financial officer, the assistant secretary and the assistant chief financial officer shall, respectively, exercise all the powers and perform all the duties and be subject to all the restrictions upon the secretary and the chief financial officer. 8.4 Compensation. The salary of the officers of the corporation, if any, and the manner and time of the payment thereof shall be fixed and determined by the board of directors. 8.5 Resignation. Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. 8.6 Vacancies in Office. A vacancy in any office of the corporation because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed for regular appointments to that office. 9. CHAIRMAN OF THE BOARD 9.1 Powers and Duties. The chairman of the board of directors, if there be one, shall have the power to preside at all meetings of the board of directors and shall have such other powers and shall perform such other duties as these bylaws or the board of directors may from time to time prescribe. If there is no president, the chairman of the board shall also be the chief executive officer and shall have the powers and duties of the president of the corporation prescribed by these bylaws. 10. PRESIDENT 10.1 Powers and Duties. Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the general manager and chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business, officers, agents, employees and property of the corporation. He shall preside, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws. Without limiting the generality of the foregoing, the president has the power to affix the signature of the corporation to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the board of directors or which, in the judgment of the president, should be executed on behalf of the corporation. 11. VICE PRESIDENT 11.1 Powers and Duties. In case of the absence, disability or death of the president, the vice president, if any, shall exercise all the powers and perform all the duties of, and be subject to all the restrictions upon, the president. If there is more than one vice president, the order in which the vice presidents shall succeed to the powers and duties of the president shall be as fixed by the board of directors, or, in the absence of such designation by the board of directors, the order of succession shall be the same as the order of their election as vice president. The vice president, or vice presidents, as the case may be, shall each have such other powers and perform such other duties as may be granted or prescribed by the board of directors or these bylaws. 11.2 President Pro Tempore. If neither the chairman of the board, the president nor any vice president is present at any meeting of the board of directors, an officer of the corporation may be chosen by the board of directors to be president pro tempore to preside and act at such meeting. 12. SECRETARY 12.1 Powers and Duties. The secretary shall keep, or cause to be kept, at the principal office of the corporation, or such other place as the board of directors may direct, a book of minutes of all meetings and written actions without a meeting of the directors, and the committees of directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, and the names of those present at meetings or committee meetings. The secretary shall keep, or cause to be kept, at the principal office of the corporation in this state the original or a copy of its articles and bylaws as amended to date. The secretary shall give, or cause to be given, notice of all meetings of the board of directors required by law or these bylaws to be given, and shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws. 13. CHIEF FINANCIAL OFFICER 13.1 Powers and Duties. The chief financial officer shall supervise and control the keeping and maintaining of adequate and correct books and records of the accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall have the custody of all funds, securities, evidences of indebtedness and other valuable documents of the corporation and, at his discretion, shall cause any or all thereof to be deposited in the name and for the account of the corporation with such depository or depositories as may be designated from time to time by the board of directors. He shall receive or cause to be received, and shall give or cause to be given, receipts and acquittances for moneys paid in for the account of the corporation, and shall disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements. He shall render to the president and to the board of directors, whenever they may require, an account of all his transactions as the chief financial officer and of the financial condition of the corporation. He shall also have such other powers and do and perform all such other duties as may be required by the board directors or these bylaws. 14. RECORDS AND REPORTS 14.1 Maintenance of Corporate Records. The corporation shall keep: a. adequate and correct books and records of account; b. written minutes of the proceedings of its board, and committees of the board; and c. a record of each member's name, address, and class of membership. 14.2 Inspection by Directors. The corporation shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of the articles of incorporation and bylaws, as amended to date. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation for a purpose reasonably related to the director's interests as a director. 14.3 Annual Report. The board shall cause an annual report to be sent to the directors within 120 days after the end of the corporation's fiscal year. The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records. This requirement of an annual report shall not apply if the corporation receives less than $10,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors who request it in writing. The report shall contain the following information, in appropriate detail, for the fiscal year: a. the assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year; b. a statement of the place where the names and addresses of current members are located; c. Any information regarding the indemnification of agents of the corporation. 14.4 Member Inspection. Subject to the Mutual Benefit Law, and unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member: a. Inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five (5) days' prior written demand on the corporation, which demand must state the purpose for which the inspection rights are requested; or b. Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten (10) days after (i) the demand is received, or (ii) the date specified in the demand as the date as of which the list is to be compiled. 14.5 Alternative Inspection. The corporation may, within ten (10) business days after receiving a demand under the preceding Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand. 14.6 Rejection of Request. If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list. 14.7 Accounting Records. On written demand on the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the board, and committees of the board at any reasonable time for a purpose reasonably related to the member's interest as a member. 14.8 Manner of Inspection. Any inspection and copying for a member may be made in person or by the member's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the corporation. 14.9 Articles and Bylaws. The corporation shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal office of the corporation is outside California and the corporation has no principal business office in this state, the secretary shall, on the written request of any member, furnish to that member a copy of the articles of incorporation and bylaws as amended to date. 15. SUNDRY PROVISIONS 15.1 Instruments in Writing. All checks, drafts, demands for money and notes of the corporation, and all written contracts of the corporation, shall be signed or endorsed by such officer or officers, agent or agents, as provided in these bylaws or as the board of directors may designate from time to time by resolution. No officer, agent or employee of the corporation shall have power to bind the corporation by contract or otherwise unless authorized to do so by these bylaws or by the board of directors. 15.2 Fiscal Year. The board of directors may, by resolution, adopt for the corporation a fiscal year other than the calendar year and may, by resolution, change the same from time to time. 15.3 Shares Held by the Corporation. Shares in other corporations standing in the name of the corporation may be voted or represented and all rights incident thereto may be exercised on behalf of the corporation by any officer of this corporation authorized so to do by resolution of the board of directors, or in the absence of such a resolution, by the chairman of the board of directors, the president or any vice president. 15.4 Indemnification. The corporation shall, to the maximum extent permitted by the Mutual Benefit Law, indemnify each of its agents against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, including an action by or in the right of the corporation, by reason of the fact that such person is or was an agent. As used in this Section, the terms "agent", "proceeding" and "expenses" shall have the same meaning as set forth in Section 7237(a) of the Corporations Code. On written request to the board of directors by any person seeking indemnification under Section 7237(b) or Section 7237(c), the board of directors shall promptly determine in accordance with Section 7237(a) whether the applicable standard of conduct has been met under such statute and, if it has, the board shall authorize indemnification. To the fullest extent permitted by law and except as is otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under this Section of the bylaws in defending any proceeding covered by this Section shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses. The corporation shall have the power to purchase and maintain insurance on behalf of its agents against any liability asserted against or incurred by any agent in such capacity or arising out of the agent's status as such. 16. CONSTRUCTION AND AMENDMENT OF BYLAWS 16.1 Bylaw Provisions Additional and Supplemental to Provisions of Law. All restrictions, limitations, requirements and other provisions of these bylaws shall be construed, insofar as possible, as supplemental and additional to all provisions of law applicable to the subject matter thereof and shall be fully complied with in addition to the said provisions of law unless such compliance shall be illegal. All references in these bylaws to the "Corporations Code" shall mean the California Nonprofit Corporations Code. All references in these bylaws to the "Mutual Benefit Law" shall mean the California Nonprofit Mutual Benefit Corporation Law. 16.2 Bylaw Provisions Contrary to or Inconsistent with Provisions of Law. Any article, section, subsection, subdivision, sentence, clause or phrase of these bylaws which, upon being construed in the manner provided in the preceding Section, shall be contrary to or inconsistent with any applicable provision of law, shall not apply so long as said provisions of law remain in effect, but such result shall not affect the validity or applicability of any other portions of these bylaws, it being hereby declared that these bylaws would have been adopted and each article, section, subsection, subdivision, sentence, clause or phrase thereof, irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal. 16.3 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions in the Mutual Benefit Law shall govern the construction of these bylaws. 16.4 Amendment. Bylaws may be adopted, amended or repealed by the members***. If any provision of these bylaws requires the vote of a larger proportion of the *** MEMBERS than otherwise required by law, such provision may not be altered, amended, or repealed except by that greater vote. 16.5 Robert's Rules of Order. THE CURRENT EDITION OF Robert's Rules of Order, NEWLY Revised *** shall govern the meetings of members except in case of conflict with these bylaws. (AS OF THE ADOPTION OF THESE BYLAWS, THE NINTH EDITION, PUBLISHED BY SCOTT, FORESMAN, IS THE EDITION IN EFFECT.) 16.6 Electronic Notice and Meetings. It is the expectation that all members and directors will be active participants in the corporation, and that they will regularly receive and send e-mail communications to and from each other using the corporation's facilities and equipment. As a result, notwithstanding any provision in these bylaws to the contrary, all notices required to be given to members or directors hereunder may be given using e-mail communications with such members or directors. In the case of such notices, the time requirements for telephonic communications shall apply. In addition, any special meeting of either the board or the members may be held by live communication over the Internet, so long as all those participating in the meeting can hear one another, and all participants shall be deemed to be present in person at the meeting.