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Section 2.12.

a. The membership and all rights of membership shall automatically be terminated in the occurrence of any of the following:
  

1. The voluntary resignation of a member with notice as prescribed by Section 2.12(b) of these Bylaws.
  

2. Where a membership is issued for a period of time, the expiration of such period of time.
  

3. The death of a member.
  

4. The nonpayment of dues, subject to limitation set forth in Section 2.12(c) of these Bylaws.
  

5. For substantive grounds found not in the best interest of the Corporation and its members, subject to the proceedings set forth in Section 2.12(d) of these Bylaws.
  

b. The membership of any member of the Corporation shall automatically terminate when such member's written request for such termination delivered to the President or Secretary of the Corporation personally or deposited in United States mail (first-class) postage prepaid or sent by electronic mail to one of the aforementioned officers of the Corporation.
  

c. The membership of any Regular or Associate member who fails to pay his or her dues when due and within 60 days of July 1 of the calendar year shall automatically terminate at the end of such 60 day period, provided such member was given at least (15) days' prior written notice of the pending termination for non-payment of dues. The notice shall be given personally to such member, by telephone, or sent by first class mail or electonic mail to the last known mailing address or electronic mailing address of such member shown on the records of the Corporation. The Board of Directors, in its discretion and in cases of financial hardship, may find that good cause exists to deviate from this rule.
  

d. In the event of termination for substantive ground, upon complaint submitted to the Corporation, not in the best interest of club inSection 2.12(a) 5). The proceedings will be initiated by a written complaint submitted to the Chairman of the Board calling for termination of a member on substantive grounds. Upon receipt, the Chairman of the Board will thereon convene a special meeting of the Board of Directors to determine by simple majority vote of the Directors participating, whether probable cause exists to proceed further with the complaint. In the event the Board determines probable cause does exist, the Chairman will thereupon notify the subject of the complaint, either orally or in writing, inform such person of the complaint and the hearing provided for herein. The Chairman will further inform such member that the proceedings will either be closed and known only to the participants involved, or open to the membership, at the option of the subject of the complaint. The subject shall be given the opportunity to be heard, at the election of such member, either oral or in writing. The hearing shall be conducted by the Board of Directors. The hearing shall be presided over by the Chairman of the Board who shall perform the following duties:
  

1. Read the charges against the subject member.
  

2. Require that the charges be verified by the testimony of the person or persons making them.
  

3. Hear any of the witnesses against the subject member.
  

4. Allow the subject member to cross-examine each witness following the testimony of that witness.
  

5. Allow the subject member to make a statement on his or her own behalf.
  

6. Allow the subject member to call witnesses in his or her own behalf.
  

7. Allow the members of the Board conducting the hearing to question the witnesses after they have been questioned by the subject member.
  

The Board conducting the hearing shall conduct the hearing in good faith and in a fair and reasonable manner. The Board shall have the exclusive power and authority to decide that the proposed termination shall or shall not take place, and a 2/3 vote of the Board members shall be required to remove a member.
  

e. All rights of a member in the Corporation and in its property shall cease on the termination of such member's membership. The termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, or fees, whether arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
  

ARTICLE III. MEETINGS OF MEMBERS
  

Section 3.01. Meetings of the members shall be held at the principal office of the Corporation, or at such location within the State of California as may be designated from time to time by resolution of the Board of Directors.
  

Section 3.02. The members shall meet for a regular business meeting the first week of each month on a consistent day of the week as
determined by the Standing Rules.
  

Section 3.03. Special meetings of members shall be called by the Board of Director or the President of the Corporation and held at such place as is fixed in Section 3.01 of these Bylaws for regular meetings of members, or at such times and places within the State of California as may be order by resolution by the Board of Directors.
  

Section 3.04. No notice of each regular monthly business meeting is required. Written notice of every special meeting of members shall be personally delivered, by telephone, or electronically mailed or mailed by first class United States, postage prepaid not less than (10) nor more than (30) days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat.
  

In the event given by mail or other means of written communication, the notice shall be addressed to the members at the address or electronic address, of such member appearing on the books of the Corporation, or at the address given by the member to the Corporation for the purpose of notice.
  

Section 3.05. The notice shall state the place, date, and the time of the meeting. The notice of any meeting at which officers are to be elected shall include the names of all those who are nominated for office.
  

Section 3.06. The transactions of any meeting, of members, however called and noticed, and 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 persons entitled to vote signs a written waiver of notice, consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the Corporate records and made a part of the minutes of the meeting.
  

Section 3.07. A quorum at any meeting of members shall consist of 33% of the total Regular and Charter members in good standing at the time of such meeting.
  

Section 3.08. The Regular and Charter members present at a duly called or held meeting at which a quorum is presented may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.
  

Adjournment for Lack of Quorum

Section 3.09. In the absence of quorum, any meeting of members may be adjourned from time to time by the vote of the majority of the votes, but no other business may be transacted except as provided in Section 3.08 of these Bylaws.
  

Section 3.10.

a. Each Regular member and Charter member is entitled to one vote on each matter submitted to a vote of the members. Honorary members and Associate members shall not be entitled to vote on any matter submitted to a vote of the members.
  

b. The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to vote at any meeting of members. Such record date shall not be more than 60 or less than 10 days before the date of the meeting. It shall be the responsibility of the Treasurer to report to the Board of Directors those members current in their dues and therefore members in good standing.
  

c. Cumulative voting shall not be authorized for the election of Directors or for any other purpose.
  

d. Members entitled to vote, as set forth in Section 3.10 (a) of these Bylaws, shall not have the right to vote by a written proxy.
  

Action Without Meeting by Written Ballot
  

Section 3.11.

a. Subject to the limitations specified in Section 3.11(b) of these Bylaws, any which may be taken at any regular or special meeting of members may be taken without a meeting provided there is satisfaction of the following ballot requirements:

1. The Corporation distributes a written ballot or provides electronic means to print out an official written ballot to every member entitled to vote on the matter.
  

2. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Corporation.
  

3. The number of votes cast by ballot with the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action: and
  

4. The number of votes required for approval equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of vote’s cast was the same as the number of votes cast by ballot.
  

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