RVCC Chamber By Laws (continued)

BY-LAWS

of

THE ROUND VALLEY CHAMBER OF COMMERCE

(continued)

ARTICLE VI

Directors

Section 1. Number; Term. Subject to the limitations of these Bylaws, the Articles of Incorporation, and the laws of California, the activities and affairs of this Chamber shall be conducted and all corporate powers of the Chamber shall be exercised by or under the direction of the Board of seven (7) Directors, who shall submit in writing at the regular annual meeting a full report of the activities and finances of the Chamber. Each Director, all of whom shall be members of the Chamber, shall hold office for a term or one (1) year or until a successor has been elected.

Section 2. Additional Powers. Without prejudice to the general powers stated in Section 1, and subject to the same imitations, the Board of Directors shall have the power to:

(a) select and remove all officers, agents, and employees of the Chamber; prescribe any powers and duties for them that are consistent with law, the Articles of Incorporation, and these Bylaws,; fix their compensation; and require from them security for faithful service;

(b) change the principal office of the Chamber with Covelo, California, from one location to another; cause the Chamber to be qualified to do business in any other state, or jurisdiction, and to conduct business in or out of California; and designate any place in Mendocino County, California, for the holding of any meeting or meetings of members, including annual meetings;

(c) adopt, make and use a corporate seal; prescribe forms of certificates of membership; and alter the form of the seal and certificates;

(d) establish the annual dues for membership, and set the date or dates for their payment; change the amount of such dues, from time to time,and provide for collection or penalties for nonpayment of such dues;

(e) borrow money and incur indebtedness on behalf of the Chamber and cause to be executed and delivered for the Chamber's purposes, in the Chamber's name,promissory notes, bonds, debentures, deeds of trust, mortgages,pledges,hypothecations and other evidences of debt and securities;

(f) set a date not more than sixty (60) nor less than ten (10) days before the date of a meeting of members as the record date for the purpose of determining the members entitled to notice of the meeting; set a record date not more than sixty (60) days before a meeting of members as the record date for the purpose of determining the members entitled to vote at the meeting; set a date not more than sixty (60) before the day on which the first written ballot is mailed or solicited as the record date for the purpose of determining the members entitled to cast written ballots; and set a date not more than sixty (60) days before the time for exercise by members of any of their rights with respect to any other lawful action, as the record date for the purpose of determining the members entitled to exercise such rights; but if no record date is set by the Directors under this Bylaw provision, the record date shall be as otherwise in the Bylaws of by law.

Section 3. Election of Directors. Directors shall be elected at each annual meeting of members and shall assume and hold the office beginning January 1st immediately following the election and shall continue in office until a successor has been elected and qualified.

Section 4. Meeting Place and Procedures. Meetings of the Board of Directors shall be held not less frequently than once a month at the principal office of the Chamber or at any other place that is designated from time to time by the Board. Any meeting, regular or special, may be held without the physical presence of some or all Directors, by conference telephone or similar communications equipment as long as all Directors participating in the meeting

can hear one another.

Section 5. Annual Meeting. Within ten (10) days after the annual meeting of members, the new Board of Directors shall hold an organization meeting, for the purpose of electing officers of the Chamber, and preparing to assume office on January 1st. Formal notice of this meeting shall not be required.

Section 6. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time or times as shall from time to time be fixed by the Board of Directors.

Section 7. Special Meetings: Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, any Vice President, the Secretary, or any two Directors.

Notice of the time and place of any special meeting of the Board of Directors shall be given to each Director by four days notice by first class mail or 48 hours notice delivered in person or by telephone or telegraph at the Director's address shown on the records of the Chamber. The notice need not specify the purpose of the meeting.

Section 8. Quorum. A majority of the authorized number of Directors is a quorum for the transaction of business. 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, except as a greater or lesser number is required by law. A meeting at which a quorum id 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 the meeting.

Section 9. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called or wherever held, shall be as valid as though had at a meeting duly held at 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 or a written consent to holding of the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need

not specify the purpose of the meeting. All such waivers,consents and approvals shall be filed with the Chamber records or made a part of the Minutes of the meeting. Notice of a meeting shall also be deemed duly given to any Director who attends the meeting without protesting before or at the commencement of the meeting, the lack of notice to that Director.

Section 10. Adjournment; Notice. A majority of the Directors present, whether or not a quorum, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 11. Action without 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 individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed

with the Minutes of the Board.

Section 12. Resignation. Any Director may resign, effective immediately or at a later time specified by the Director, by a written notice to the President, Secretary, or the Board of Directors. If the resignation is effective at a future time, a successor may be selected in advance to fill the vacancy when the resignation becomes effective.

Section 13. Removal of Directors. Any Director may be removed without cause at a special meeting called for that purpose by majority vote of the members present at a duly held meeting at which a quorum is present, and entitled to vote on the record date established for such special meeting in accordance with these Bylaws.

Section 14. Vacancies. Vacancies on the Board of Directors may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director except that a vacancy created by the removal of a Director by the members may be filled only by the members, in the manner provided for election of a Director. Each Director so selected shall hold office until the expiration of the term of the Director replaced and until a successor has been elected and qualified.

Section 15. Fees and Compensation of Directors. Directors and members of committees shall serve without compensation for their services. This section shall not preclude any Director from serving the Chamber in any other capacity, as an officer, agent, employee, or otherwise,and receiving compensation for that service.

Section 16. Nomination of Directors. A nominating committee of not less than five members shall be appointed by the President thirty (30) days prior to the election whose duty it shall be to nominate from the members of the Chamber. Additionally,any member may be nominated for Director by a petition delivered to the Chamber's Secretary, signed within 11 months before the time for election of Directors, by members representing at least five (5) percent of the membership.

Section 17. Publication and Mailing of Candidates Material. In any publication by the Chamber containing material soliciting a vote for any nominee for Director, all other nominees shall be provided an equal amount of space, with equal prominence, at the same time in the same publication, to use for a purpose reasonably related to the election. In addition, if a nominee

makes a written request to the Chamber to mail campaign material, and pays the reasonable costs of mailing, the materials shall be mailed to all members or to such of them as the nominee reasonable specified within 10 days after receipt of the request and payment.

ARTICLE VII

Officers

Section 1. Election of Officers. Within ten (10) days after the annual election, the newly elected Directors shall meet and elect officers for the ensuing year. A President, Vice President, Secretary and a Chief Financial Officer (Treasurer) shall be elected, whose terms shall run concurrently with that of the Board of Directors. All of said officers must be members of the Board of Directors. The Board of Directors may employ a manager, whose compensation shall be determined by the Board of Directors.

Section 2. Surety Bonds. The Chief Financial Officer shall furnish a surety bond in such amount as the Board of Directors shall deem necessary, the cost to be paid by the Chamber.

Section 3. President. The President shall preside at all meetings of the Chamber and Board of Directors, and perform all duties incident to this office. He or she shall, subject to the approval of the Board of Directors, appoint all committees and shall be ex-officio member of all such committees. The President shall, at the annual meeting of the Chamber, and at such other ties as he or she may deem proper, commend to the membership of the Board of Directors, such matters and make such suggestions as may tend to promote the usefulness of the Chamber. The President shall have the custody of the Chief Financial Officer's bond, and shall be the Chief Administrative Officer.

Section 4. Vice President. The Vice President shall act in the absence of the President and in the absence or disability of the two officers named (President and Vice President) a member of the Board of Directors shall be chosen to act temporarily.

Section 5. Secretary. The Secretary shall maintain the minutes of all regular annual and special meetings. These minutes shall be available at all reasonable times for the inspection by any member. The minutes shall reflect all the business transacted at any special or regular meeting of the Board of Directors or any annual or special meeting of the membership. The Secretary shall conduct the official correspondence, preserve all books, documents,

communication, keep books of accounts, and keep an accurate record of the proceedings of the Chamber, The Board of Directors and all committees. The Secretary shall cause to be prepared and submitted to the Secretary of State, the annual report as specified in Article IX, Section 2, of these Bylaws.

Section 6. Chief Financial Officer. The Chief Financial Officer shall receive and disburse the funds of the Chamber. No disbursements shall be made unless they shall have been authorized and ordered by the Board of Directors. All disbursements shall be made by check, which shall be signed by the Secretary and countersigned by the Chief Financial Officer, or by any two officers, to wit: President, Vice President, Secretary or Chief Financial Officer. At frequent intervals the Chief Financial Officer shall make reports to the Board of Directors which may, at its discretion, require the Chief Financial Officer to give acceptable bond, in such sum as the Board may determine, for the faithful performance of Duties. The chief Financial Officer shall chair the Financial Committee and shall cause to be prepared and submitted tot he Board of Directors, with notice to the membership, the annual financial report and any necessary disclosures as required by Article IX, Section 1, of these Bylaws.

ARTICLE VIII

Committees

Section 1. Committee Selection. The Board of Directors may, by resolution adopted by a majority of the number of Directors then in office; provided that a quorum is present, create one or more committees, each consisting of two or more Directors and/or members, to serve at the pleasure of the Board. Appointments to such committees shall be made by the President subject to approval by a majority vote of the Directors then in office. One or more Directors and/or members may be designated as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any such committee, if comprised solely of the Directors, and only to the extent provided in the resolution of the Board, shall have all authority of the Board, except with respect to:

(a) the approval of any action which approval of the members is also required;

(b) the filling of vacancies on the Board or in any committee which has the authority of the Board;

(c) the amendment or repeal of any resolution of the Board which by its express terms is not amendable or repealable;

(d) the appointment of committees of the Board or any members of such committees;

(e) the approval of any Chamber transaction with respect to assets where a Director is a party to or had material financial interest in the transaction or in any party to the transaction. All other committees (those not comprised solely of Directors) shall refer committee recommendations to the Board of Directors for approval and implementation.

Section 2. Executive Committee. Composed of the President, Vice President, Secretary, and the Chief Financial Officer. The executive Committee may refer matters brought before it to any proper committee established by the Board, or to the Board. In the interim between meetings of the board, the Executive Committee shall have charge of the routine business of the Chamber.

Section 3. Finance Committee. There shall be a Finance Committee; chaired by the Chief Financial Officer. The Committee shall audit all bills monthly and insure all such expenditures have been approved by the members, the Board of Directors or the Executive Committee. The finance Committee shall cause to be audited annually the books and the accounts of the Chamber at the close of the Fiscal year. The Finance Committee shall cause to be prepared upon completion of said audit, the annual financial report and any required disclosures as

specified in ARTICLE IX, Section 1 of these Bylaws. The annual financial report and any such disclosure shall be presented to the Board of Directors and the Committee shall cause notice tot be mailed to each member as specified in ARTICLE IX, Section 1, of these Bylaws.

Section 4. Meetings and Actions of Committees. Meetings and actions of committees shall be governed by and held and taken in accordance with , the provisions of these Bylaws pertaining to meetings and proceedings of the Directors, particularly ARTICLE IV, Sections 4, Meeting Place and Procedures, 6, Regular Meetings, 7, Special Meetings, 8, Quorum, 9, Waiver of Notice, 10, Adjournment Notice, 11, Action without Meeting, with such changes in the

wording 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 the committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of the 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.