Number of directors The authorized number of directors of the corporation shall not be less than five (5) and not more than thirteen (13). The exact number of directors within the range of paragraph (a) shall be fixed and may from time to time be changed by a resolution adopted by the board of directors. Term and election of directors Directors are elected for a term of three (3) years. One third of the directors, as nearly as may be, shall be elected each year. They shall become members of an advisory board for one (1) year after their director tenure is completed. Directors shall be elected by written ballot of members pursuant to sections 502 & 503(b) and shall take office effective 30 days following the election. All vacancies on the board may be filled by a majority vote of the directors then in office, whether or not less than a quorum, or by a sole remaining director. The board of directors shall fill any vacancy by appointment of the first runner up at the last election of directors. If this candidate is unwilling or unable to serve, any vacancy may be filled by a member in good standing chosen by the remaining directors or filled by the next scheduled election at the discretion of the remaining directors. A director appointed to fill a vacancy shall serve for the unexpired term of their predecessor in office. Each elected director shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Nomination procedure Annually the board of directors shall establish a date upon which the notices of annual meeting and written ballots will be mailed to the members. At least sixty (60) days prior to the date established pursuant to paragraph (a), the board of directors shall appoint a Nominating Committee composed of three members. At least twenty (20) days prior to the date established pursuant to paragraph (a), the Nominating Committee shall submit a report and the members included in the report are nominated. Other members may be nominated by petition signed by ten (10) members and delivered to the Secretary at least fifty (50) days prior to the date of the meeting or prior to the final date for receipt of written ballots as the case may be.  A person may not be nominated except pursuant to paragraphs (c) or (d). Resignation and removal of directors Any director may resign effective upon giving notice to the chairman of the board, the president, the secretary, or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. The board of directors may declare vacant the office of a director who has been declared of unsound mind by an Order of the Court or convicted of a felony (or has failed to attend four consecutive face-to-face or conference call meetings of the board of directors). Any or all of the directors may be removed without cause as follows: If the corporation has fifty (50) or more members, by the vote of the majority of the members represented at a duly held regular or special meeting of the members at which a quorum is present or by written ballot of members pursuant to section 502 of the bylaws; or If the corporation has fewer than fifty (50) members, by the affirmative vote of a majority of the total number of members of the corporation (whether or not all members vote) at a duly held or special meeting of the members or by the affirmative written ballot of a majority of the total number of members of the corporation pursuant to Section 502 of the bylaws. (c) Any reduction of the authorized number of Directors does not remove any director prior to the expiration of such Director's term of office. Meetings of the board of directors Meetings of the board of directors shall be held at the principal executive office of the corporation unless another place is stated in the notice of the meeting or may be held via conference call. Regular meetings of the board of directors shall be held, if so provided in a resolution adopted by the board of directors, at a time and place specified in such resolution. A special meeting of the board of directors may be called by the President, any vice president, the Secretary, or any two directors. Notice of all regular and special meetings of the board of directors shall be given. A notice need not include the purpose or agenda for the meeting. The notice may be sent at least four (4) days before the meeting. The notice may be delivered personally, or sent by mail, telephone, or electronic means. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting, or an approval of the minutes thereof, whether before or after the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waiver, consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting. Members of the board of directors may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting by this means constitutes presence in person at such meeting. A majority of the authorized number of directors constitutes a quorum of the board of directors for the transaction of business. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of and adjournment to another time and place shall be given, prior to the time of the adjourned meeting, to the directors who where not present at the time of adjournment. Required vote of the directors Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the 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. Notwithstanding paragraph (a), the following matters require affirmative approval of a majority of the authorized number of directors: amendment or appeal of bylaws. Written consent of the directors 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 by mail or electronic means to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Committees Committees are of two (2) kinds, those with legal authority to act for the corporation and advisory committees. The former is provided for in paragraph (b) below and the latter in paragraph (c) below. The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors then in office, designate one or more committees with legal authority to act for the corporation to the extent specified in the resolution creating such committee, each such committee consisting of two (2) or more Directors, to serve at the pleasure of the Board. The Board may designate one or more Directors 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 directors then in office. Section 204, 205, and 206 of these bylaws, with appropriate adaptations to the circumstances, apply to the procedures of these committees. Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to: The approval of any action which also requires member approval. The filling of vacancies on the Board or in any committee. The fixing of compensation of the Board of Directors for service on the Board or any committee. The amendment or repeal of bylaws or the adoption of new bylaws. The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable. The appointment of other committees of the Board or the members thereof. The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected. The approval of any self-dealing transaction not permitted by Section 5233 of the Corporation Code to be approved by a committee. Advisory committees may be appointed to consist of one or more members. Advisory committee membership may consist of Directors only or both Directors and non-Directors only, or non-Directors only, and also may include non-voting members and alternate members. Advisory committees have no legal authority to act for the corporation, but shall report their findings and recommendations to the Board of Directors. Compensation of directors Directors shall be entitled to receive their actual, necessary expenses in attending meetings of the Board of Directors, of committees of the Board of Directors and of advisory committees. Directors who are also officers or employees of the corporation and who are compensated as such shall receive no compensation as Directors. Other Directors shall receive such compensation as may be established by resolution of the Board of Directors. Inspection rights of directors Every Director shall have the absolute right at any reasonable time at the principal executive office to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. Such inspection by a Director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts. next