BYLAWS

FRIENDS OF BELMONT SHORE
a California nonprofit mutual benefit corporation

ARTICLE ONE

PURPOSE

This corporation is formed to promote and enhance the Belmont Shore area, in Long Beach, California, to make it a friendly, safe, environmentally sustainable and livable community by undertaking the following activities:

A. Celebrating the unique qualities of the diverse Belmont Shore neighborhoods that make the area a great place to live;

B. Creating an environment of civic and social engagement that encourages residents to be- come active participants in the Belmont Shore community;

C. Planning activities and events that bring people together and supporting projects in the Belmont Shore community;

D. Becoming an information hub for Belmont Shore residents to promote a sense of communi- ty and involvement;

E. Advocating projects and programs that serve the Belmont Shore community’s best inter- ests socially, culturally, economically and environmentally;

F. Working with the Belmont Shore Business Association, Belmont Shore Parking Commission, the California Coastal Commission, the City of Long Beach and other governmental boards and agencies to retain and enhance the charm and character of the Belmont Shore area.

 

ARTICLE TWO

OFFICES

Section 1. PRINCIPAL OFFICE

The Board of Directors (the Board) shall determine, and may change the location of the cor- poration’s principal office.

Section 2. OTHER OFFICES

Other offices may be established at any time by the Board.

Section 1. CLASSES OF MEMBERSHIP

There shall be two classes of members:

ARTICLE THREE

MEMBERSHIP

Section 1. CLASSES OF MEMBERSHIP

There shall be two classes of members: 

A.  Regular membership is open to those whose residence, business or real property is locat- ed within the geographic area bordered as follows: Beginning on Ocean Boulevard, west from 54th Place to Termino Avenue; on Termino Avenue north to Livingston Drive; on Liv- ingston Drive east to Nieto Avenue; on Nieto Avenue north to the southern shore of the Marine Stadium; on the southern shore of the Marine Stadium east to Bayshore Avenue; on Bayshore Avenue south to 54th Place; on 54th Place, south to Ocean Boulevard. Only regular members are entitled to vote and serve as directors or officers.

B.  Nonresident membership is open to all other individuals. A Nonresident Member shall not be entitled to vote.

Section 2. APPLICATION FOR MEMBERSHIP

Those persons or entities eligible for a category of membership described in §1, above, may apply to the corporation for membership using the form approved by the Board and by paying the membership fee, if any, established by the Board. Membership shall commence upon ac- ceptance of such an application by the Board. A membership issued pursuant to this process shall continue until it is terminated pursuant to these Bylaws

Section 3. VOTING RIGHTS

Each Regular Member in good standing shall be entitled to one vote. Nonresident Members shall not be entitled to vote.

Section 4. MEMBERSHIP DUES

Each member shall pay a membership and periodic dues as determined from time to time by the Board.

Section 5. TRANSFERABILITY OF MEMBERSHIPS

Memberships shall not be transferable.

Section 6. TERMINATION OF MEMBERSHIP

The Board may terminate or suspend a membership for the member’s failure to satisfy mem- bership qualifications, or expel or suspend a member for nonpayment of fees, periodic dues or assessments or for conduct which the Board shall deem inimical to the best interests of the corporation, including, without limitation, flagrant violation of any provision of these Bylaws.

Section 7. GOOD STANDING

Any member who shall fail to pay any installment of fees, periodic dues, or assessments for more than thirty days after their due date shall not be in good standing and shall not be enti- tled to vote.

Section 8. PLACE OF MEETINGS

Meetings of members shall be held either at the principal office of the corporation or at any other place within the State of California.

Section 9. ANNUAL MEETINGS

Annual meetings of members shall be held on a date and at a time which shall be fixed by the Board.

Section 10. SPECIAL MEETINGS

Special meetings of members may be called for any lawful purpose at any time by the Board, the President, or not less than five percent of the Regular or Affiliate Members. Upon request in writing to the President, any Vice President, or the Secretary by any persons other than the Board entitled to call a special meeting of members, the officer shall cause notice to be given to the members entitled to vote that a meeting will be held at a time fixed by the Board, not less than 35 nor more than 90 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice.

Section 11. NOTICE OF ANNUAL OR SPECIAL MEETINGS

Written notice of each annual or special meeting of members shall be given not less than 10 or more than 90 days before the date of the meeting to each member entitled to vote; pro- vided, however, that if notice is given by mail and is not mailed by first-class, registered, or certified mail, the notice shall be given not less than 20 days before the meeting The notice shall state the place, date, and hour of the meeting and in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the members, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for action by the mem- bers. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is sent to members.

Section 12. QUORUM

A majority of the voting power (75 members or 20% of the voting members, whichever is less) shall constitute a quorum at any meeting of members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting who are entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater num- ber or voting by class is required by law, by the Articles, or by these Bylaws. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken is approved by at least a majority of the members re- quired to constitute a quorum.

Section 13. VOTING

A. Elections need not be by ballot, provided, however, than an election of directors must be by ballot.

B. In any election of directors, the candidates receiving the highest number of votes are elected, up to the number of directors to be elected.

Section 14. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the members may be taken without a meet- ing, if a majority of the members, voting by mail or electronically, consent to the action. The written consent or consents shall be filed with the minutes of the proceedings of the mem- bers.

Section 15. PROXIES PROHIBITED

Persons entitled to vote a membership may do so only in person. A member who is not a nat- ural person may vote in person through any natural person or persons who are duly appointed by that member to do so. Voting rights may not be exercised by proxies.

Section 16. CONDUCT OF MEETINGS

The President shall be the Presiding Officer at all meetings of the members. The Presiding Of- ficer shall conduct each meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal, or parliamentary rules or principles of procedure. The Presid- ing Officer’s rulings on procedural matters shall be conclusive and binding on all members, unless at the time of a ruling a request for a vote on the ruling is made to the members entitled to vote and which are represented in person or by proxy at the meeting, in which case the decision of a majority of the voting power represented at the meeting shall be conclusive and binding on all members. Without limiting the generality of the foregoing, the Presiding Officer shall have all of the powers usually vested in the chair of a meeting of members.

ARTICLE FOUR

DIRECTORS

Section 1. POWERS

Subject to limitations of the Articles, of these Bylaws, and of the California Nonprofit Mutual Benefit Corporation Law relating to actions required to be approved by the members or by a majority of members, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. The Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

A. To select and remove all the other officers, agents, and employees of the corporation, establish qualifications, powers, and duties for them, fix their compensation, and require from them security for faithful service.

B. To conduct, manage, and control the affairs and activities of the corporation and to make rules and regulations therefor.

C. To adopt and use a corporate seal, to approve the forms of certificates of membership, if any.

D. To authorize the issuance of memberships of the corporation.

E. To adopt dues for each class of membership.

F. To borrow money and incur indebtedness for the purposes of the corporation.

G. To carry on a business at a profit and apply any profit that results from the business activi- ty to any activity in which it may lawfully engage.

Section 2. NUMBER OF DIRECTORS

The authorized number of directors shall be determined by the Board from time to time and shall be an odd number between nine and thirteen.

Section 3. ELECTION AND TERM OF OFFICE

A. At the organizational meeting of the Board, following the adoption of these Bylaws, the Board shall divide its members into two groups. The first group shall hold office until the next following annual meeting of members. The second group shall hold office until the second following annual meeting of members. The directors in each group shall hold office until the specified annual meeting and until their respective successors are elected and qualified.

B. Except as set forth in § A, above ,the term of office for each director shall be two years.

C. At each annual meeting of members, the number of directors to be elected by the entire membership shall be equal to the number of directors whose terms shall have expired at the time of such meeting. Each director/nominee shall be a member in good standing for a minimum of six months prior to the election of the board. Up to six vacancies may be available one year, and up to seven vacancies may be available the next in order to keep the changes in a 13-member board as even as possible, year to year. Voting by members may be by written ballot mailed to the corporation’s principal office by the members.

Section 4. VACANCIES

A. Vacancies in the Board, except those existing as a result of a removal of a director, may be filled by approval of the Board, or, if the number of directors then in office is less than a quorum, by the unanimous written consent of the directors then in office, the affirma- tive vote of a majority of directors then in office at a meeting held pursuant to notice or waivers of notice, or by a sole remaining director. Each director so elected shall hold of- fice until the expiration of the term of the replaced director and until a successor has been elected and qualified.

B. The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, or been found by a final order of judgment of any court to have breached any duty arising under the California Nonprofit Mutual Benefit Corporation law or has failed to attend three consecutive meetings of the Board.

C. The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors

Section 5. PLACE OF MEETING

Regular or special meetings of the Board shall be held at any place within or without the State of California which has been designated by the Board. In the absence of designation by the Board, regular meetings shall be held at the principal office of the corporation.

Section 6. REGULAR MEETINGS

A. Immediately following each annual meeting of members, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

B. Other regular meetings of the Board shall be held without call or notice on dates and at times fixed by the Board.

Section 7. SPECIAL MEETINGS

A. Special meetings of the Board may be called at any time by the President, any Vice President, the Secretary, or any two directors.

B. Notice of a special meeting shall be made pursuant to the Corporations Code.

Section 8. QUORUM

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn. Every act or decision by a majority of the direc- tors present at a meeting duly held at which a quorum is present is the act of the Board. A meeting at which a quorum is initially present may continue to transact business not- withstanding the withdrawal of directors, if any action taken is approved by at least a majori- ty of the required quorum for that meeting

Section 9. PARTICIPATION IN MEETINGS BY ELECTRONIC DEVICE

Members of the Board may participate in a directors’ meeting through use of conference tele- phone, electronic video screen, or other communications equipment. Participation in a direc- tors’ meeting through use of conference telephone constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through the use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:

A. Each member participating in the meeting can communicate with all of the other partici- pating members concurrently.

B. Each member is provided the means of participating in all matters before the Board.

C. The corporation adopts and implements some means of verifying that a person participat- ing in the meeting is a director or other person entitled to participate in the Board meet- ing and all action of, or votes by, the board are taken or cast only by the directors and not by persons who are not directors.

Section 10. WAIVER OF NOTICE

Notice of a meeting need not be given to any director who signs a waiver of notice or a writ- ten consent to holding the meeting or an approval of its minutes, whether before or after the meeting, or who attends the meeting without protesting, prior before or at its commence- ment, the lack of notice to that director. All the waivers, consents, and approvals as to a Board meeting shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11. ADJOURNMENT

A majority of the directors present, whether or not a quorum is present, may adjourn any Board meeting to another time and place.

Section 12. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the members, voting by mail or electronically, consent to the action. The con- sent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

Section 13. RIGHTS OF INSPECTION

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.

Section 14. COMMITTEES

The President may appoint, with the approval of the Board, one or more standing or ad hoc committees, each consisting of one or more directors, and delegate to such committees any authority of the Board permitted by the California Corporations Code. These committees may include, but are not limited to any of the following: Executive Committee, Election Commit- tee, and Meeting Programs Committee.

ARTICLE FIVE

OFFICERS

Section 1. OFFICERS

The officers of the corporation shall be a President, a Secretary, and a Treasurer. The corpora- tion may also have, at the discretion of the Board, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such oth- er officers as may be elected or appointed in accordance with the provisions of these Bylaws.

Section 2. ELECTION

Each officer of the corporation, except officers elected or appointed in accordance with the provisions of this Article Five shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold office until resignation, removal, or other disqualification from ser- vice, or until his or her successors shall be elected.

Section 3. SUBORDINATE OFFICERS

The Board may elect, and may empower the President to appoint, such other officers as the business of the corporation may require. Each such officer shall hold office for the period, have authority, and perform duties as provided in these Bylaws or as the Board or the appoint- ing officer may from time to time determine.

Section 4. REMOVAL AND RESIGNATION

A. Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such pow- er of removal may be conferred by the Board. Any removal of an officer shall be without prejudice to his or her rights, if any, under any contract of employment.

B. Anyofficermayresignatanytimebygivingwrittennoticetothecorporation,butwithout prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. The acceptance of a resignation shall not be necessary to make it effective.

Section 5. VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or ap- pointment to that office.

Section 6. PRESIDENT

The President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the members and at all meetings of the Board The President has the general powers and duties of man- agement usually vested in the office of president and general manager of a corporation and other powers and duties prescribed by the Board.

Section 7. VICE PRESIDENTS

In the absence or disability of the President, the Vice Presidents, if any be appointed, in order of their rank as fixed by the Board or, in not ranked, the Vice President designated by the Board, shall perform all the duties of the President. A Vice President so acting shall have all the powers of, and be subject to all the restrictions upon the President. The Vice Presidents shall have other powers ad perform other duties respectively prescribed for them by the Board.

Section 8. SECRETARY

A. The Secretary shall keep or cause to be kept, at the principal office or other place or- dered by the Board, a book of minutes of all meetings of members, the Board, and its committees, with the time and place of holding, whether regular or special, and if spe- cial, how authorized, the notice given of the meeting, the names of those present at Board and committee meetings, the number of members of each class present or repre- sented at members’ meetings, and the proceedings of the meetings. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of the corporation’s Articles and Bylaws, as amended to date.

B. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board and any committees of the Board required by those Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have other powers and perform other duties as prescribed by the Board.

Section 9. TREASURER

A. The Treasurer is the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business or financial transactions of the corporation, and shall send or cause to be sent to the members of the corporation financial statements and reports as law or these Bylaws require to be sent to them. The books of account shall at all times be open to inspection by any director.

B. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with depositories designated by the Board. The Treasurer shall disburse the funds of the corporation as ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have other powers and perform other duties prescribed by the Board.

ARTICLE SIX OTHER

PROVISIONS

Section 1. INSPECTION OF CORPORATE RECORDS

The right of a member to inspect and copy records of the corporation shall be governed by the California Corporations Code.

Section 2. INSPECTION OF ARTICLES AND BYLAWS

The corporation shall keep in its principal office in the State of California the original or a copy of its Articles and of these Bylaws as amended to date, which shall be open to inspection by members at all reasonable times during office hours. If the corporation has no office in the State of California, it shall upon the written request of any member furnish to that member a copy of the Articles or Bylaws as amended to date.

Section 3. AMENDMENTS

A. These Bylaws may be amended or repealed by approval of the members or by approval of the Board; provided, however, that members must approve any action that would:

  1. Materially and adversely affect the rights of members as to voting, dissolution, or re- demption, or transfer of memberships;

  2. Increaseordecreasethenumberofmembershipsauthorizedintotalorforanyclass;

  3. Effect an exchange, reclassification, or cancellation of all or any part of the member- ships;

  4. Authorize a new class of memberships;

  5. Specifyorchangeafixednumberofdirectorsorthemaximumorminimumnumberof directors or change from a fixed to a variable number of directors or vice versa.

B. The power of members to approve the repeal or amendment of Bylaws is subject to the further approval of the members of a class if that action would:

  1. Materially and adversely affect the rights, privilege, preferences, restrictions, or con- ditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than that action affects another class;

  2. Materially and adversely affect that class as to voting, dissolution, redemption, or transfer of memberships by changing the rights, privileges, preferences, restrictions, or conditions of another class;

  3. Increaseordecreasethenumberofmembershipsauthorizedforthatclass;

  4. Increasethenumberofmembershipsauthorizedforanotherclass;

  5. Effect an exchange, reclassification, or cancellation of all or part of the memberships of that class;

  6. Authorize a new class of memberships

ARTICLE SEVEN

INDEMNIFICATION

Section 1. DEFINITIONS

For the purposes of this Article, “agent” means any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corpo- ration as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the re- quest of the predecessor corporation; “proceeding” means any threatened, pending, or com- pleted action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes without limitation attorneys’ fees and any expenses of establishing a right to indemnification under this Article.

Section 2. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES

The corporation shall have power to indemnify any person who was or is a party or is threat- ened to be made a party to any proceeding (other than an action by or in the right of the cor- poration to procure a judgment in its favor, an action brought under the California Corpora- tions Code, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by rea- son of the fact that that person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in con- nection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a crimi- nal proceeding, had no reasonable cause to believe the conduct of such person was unlawful The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 3. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation, or brought under the California Corporations Code or brought by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that that person is or was an agent of the corpora- tion, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and with such care, including reason- able inquiry, as an ordinarily prudent person in a like position would use under similar circum- stances. No indemnification shall be made under this § 3:

A. With respect of any claim, issue, or matter as to which the person shall have been ad- judged to be liable to the corporation in the performance of the person’s duty to the cor- poration, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine;

B. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval;

C. Of expenses incurred in defending a threatened or pending action that is settled or other- wise disposed of without court approval, unless the action concerns assets held in charita- ble trust and is settled with the approval of the Attorney General.

Section 4. INDEMNIFICATION AGAINST EXPENSES

To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in §§ 2 or 3, above, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 5. REQUIRED DETERMINATIONS

Except as provided in § 4, above, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable stan- dard of conduct set forth in §§ 2 or 3, above, by:

A. A majority vote of a quorum consisting of directors who are not parties to the proceeding;

B. Approval of the members, with the persons to be indemnified not being entitled to vote thereon;

C. The court in which the proceeding is or was pending upon application made by the corpo- ration or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney, or other person is op- posed by the corporation

Section 6. ADVANCE OF EXPENSES

Expenses incurred in defending any proceeding may be advanced by the corporation before the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount advanced unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 7. OTHER INDEMNIFICATION

No provision made by the corporation to indemnify directors or officers for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of members or directors, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing con- tained in this Article shall affect any right to indemnification to which persons other than those directors and officers may be entitled by contract or otherwise.

Section 8. FORMS OF INDEMNIFICATION NOT PERMITTED

No indemnification or advance shall be made under this Article, expect as provided in §4 or § 5.C, above, in any circumstances in which it appears:

A. That it would be inconsistent with a provision of the Articles, these Bylaws, are solution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

B. That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 9. INSURANCE

The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that ca- pacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against that liability under the provisions of this Article.

ARTICLE EIGHT EMERGENCY PROVISIONS

Section 1. GENERAL

The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President’s functions, or in the event of a nuclear, atomic, or other attack on the United States or a disaster making it impossible or impracticable for the corporation to conduct its business without recourse to the provisions of this Article. The provisions of this Article in that event shall override all oth- er Bylaws of the corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to the provisions of the Bylaws other than those contained in this Article.

Section 2. UNAVAILABLE DIRECTORS

All directors of the corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to per- form their duties or whose whereabouts are unknown shall automatically cease to be direc- tors, with the same effect as if they had resigned as directors, so long as their unavailability continues.

Section 3. AUTHORIZED NUMBER OF DIRECTORS

The authorized number of directors shall be the number of directors remaining after eliminat- ing those who have ceased to be directors pursuant to §2, above.

Section 4. QUORUM

The number of directors necessary to constitute a quorum shall be the number bearing the same proportional relationship to the number of directors remaining pursuant to §2, above, as the quorum established in Article Three, § 8, bears to the authorized number of directors set forth in Article Three, §2.

Section 5. DIRECTORS BECOMING AVAILABLE

Any person who has ceased to be a director pursuant to the provisions of §2, above, and who thereafter becomes available to serve as a director shall automatically resume performing the duties and exercising the powers of a director unless the term of office of that person has ex- pired in accordance with its original terms and a successor has been selected and qualified.

REVISED: February 12, 2017, June 1, 2017, and June 13, 2017

BARBARA NEWELL, Secretary