ARTICLE VII - MEETINGS OF DELEGATES

Section 1. Annual Meeting
An annual meeting of the House of Delegates shall be held in the second quarter of each calendar year at any place within or outside the State of California as designated by the Corporation’s Board of Directors for the purpose of electing the Corporation’s Officers/Directors and for the transaction of such other business as may come before the meeting of Delegates. The annual meeting of Delegates shall be held pursuant to the provisions of these Bylaws and in accordance with applicable state and federal laws.

Any Member of the Corporation shall be permitted to attend annual meetings of Delegates. Only Delegates or alternate Delegates who are attending in lieu of Delegates shall be entitled to vote on the election of the Corporation’s Directors and Officers or on other business that may come before the meeting of Delegates.

Section 2
A special meeting of the Delegates for any lawful purpose may be called at any time as provided by law. A special meeting may be called by the Board of Directors, the President, or five (5) or more Delegates. The party or parties who call the special meeting shall serve a written request to the President or any Vice President of the Corporation specifying the general nature of the business proposed to be transacted. The President or Vice President who receives the request for a special meeting shall advise the Corporation’s Board of Directors of the request within five (5) working days. The Corporation’s Board of Directors shall fix a date and time for the special meeting within ten (10) working days of notification of the request for the special meeting. The date and time of the special meeting shall be at least thirty-five (35) but not more than ninety (90) calendar days after initial receipt of the request for the special meeting. The Board of Directors shall provide written notice of the special meeting to the Delegates entitled to vote. The written notice to the Delegates shall be given at least fourteen (14) calendar days prior to the date and time of the special meeting and the written notice shall specify the date, time, and location of the special meeting.

No business, other than business of the general nature as set forth in the notice of the special meeting, may be transacted at a special meeting.

Section 3. Notice of Meetings
Notice of any meeting of Delegates shall be in writing and shall be given at least fourteen (14) but no more than ninety (90) calendar days before the meeting date. The notice shall be given either by personal delivery; first-class registered or certified mail with charges prepaid; by facsimile; or by other means of written communication; and shall be addressed to each Delegate entitled to vote, at the address of that Delegate appearing on the books of the Corporation for purposes of notice.

The written notice shall specify the location, date, and hour of the meeting and, (1) for special meetings, the general nature of the business to be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the Delegates. The notice of any meeting at which Directors of the Corporation are to be elected shall include the names of all those who are nominees at the time notice is given.

The unanimous approval of the Delegates entitled to vote shall be required to transact the following items of business unless the written notice of the meeting, or the waiver of notice as set forth in Article VII, Section 8, of these Bylaws, states the general nature of the following business proposed to be transacted:

1. Removal of a Director with or without cause;
2. Filling of vacancies on the Corporation’s Board;
3. Amending the Corporation’s Articles of Incorporation;
4. Approval of 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;
5. Electing to wind up and dissolve the Corporation;
6. Approval of any plan to distribute the Corporation’s assets that is not in accordance with liquidation rights of any class or classes of membership as specified in the Corporation’s Articles of Incorporation or these Bylaws, when the Corporation is in the process of winding up.

A quorum of voting Delegates shall be sufficient to transact the above described items of business if the written notice of the meeting or the waiver of notice as set forth in Article VII, Section 8, of these Bylaws states the general nature of the business to be transacted as described in this Section 3.

Section 4. Quorum and Transacting Business
One-third of the Delegates, attending in person, shall constitute a quorum for a meeting of the House of Delegates provided that Delegates from at least fifty percent (50%) of all Local Associations within the jurisdiction of the Corporation shall be present. However, unless fifty percent (50%) of the Delegates are present, and such Delegates represent at least fifty percent (50%) of all Local Associations within the jurisdiction of the Corporation, the only business that may be conducted at a meeting is the business which was included in the notice of meeting, as described in Section 3. If a quorum is present, a vote of the majority of Delegates present shall decide any question brought before such meeting, unless a greater proportion is required by law, the Corporation’s Articles of Incorporation, or these Bylaws. The Delegates present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Delegates to leave less than a quorum in attendance at the meeting, if any action taken is approved by at least a majority of the Delegates required to constitute a quorum. If a quorum is not present at any meeting of Delegates, a majority of the Delegates present may adjourn the meeting without further notice.

Section 5. Voting in Person or By Ballot
Every Delegate entitled to vote shall do so in person or by written ballot procedure pursuant to the California Corporations Code.

Section 6. Manner of Casting Votes
Voting may be done by voice or secret written ballot except that election of Officer/Directors shall be by secret written ballot. Each Delegate entitled to vote shall be entitled to cast one (1) vote on each matter submitted to a vote of the Delegates.

Section 7. Action Without a Meeting
Any action required or permitted to be taken by the Delegates may be taken without a meeting, if all Delegates consent in writing to the action. The written consents shall be filed with the minutes of the proceedings of Delegates. The action by written consent shall have the same force and effect as the unanimous vote of the Delegates.

Section 8. Waiver of Notice
The transaction of any meeting of Delegates, however called or noticed and whenever held, shall be as valid as though taken at a meeting duly held after a regular call and notice, if (1) a quorum is present and (2) either before or after the meeting, each Delegate or alternate Delegate entitled to vote, who is not present in person signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of Delegates, except that if action is taken or proposed to be taken for approval of any of those matters specified in Article VII, Section 3 of these Bylaws, the waiver of notice, consent, of approval shall state the nature of the business. All such waivers, consents, or approvals shall be filed with the Corporation records or made a part of the minutes.