CONSTITUTION AND BYLAWS OF NATIONAL EMERGENCY MEDICAL SERVICES ASSOCIATION A California Nonprofit Mutual Benefit Corporation

ARTICLE I NAME The name of the organization is the National Emergency Medical Services Association. ARTICLE II OFFICES OF THE ASSOCIATION Section 1: Principal Office The principal office for the transaction of the activities and affairs of the National Emergency Medical Services Association (hereinafter NEMSA or Association or Corporation) is located at 3340 Tully Road, Suite D-3, Modesto CA 95350, California. The Board of Directors (hereinafter Board) may change the principal office from one location to another. Any change in the location of the principal office shall be recorded by the secretary as an addendum to these Bylaws, or this Section may be amended to state the new location. Section 2: Other Offices

The Board may, at any time, establish branch or subordinate offices at any place or places where the Association is qualified to conduct its activities. ARTICLE III PURPOSES AND LIMITATIONS Section 1: General Purposes

The general purpose of this Association is to engage in any lawful act or activity for which a corporation may be organized under the California Nonprofit Mutual Benefit Corporation Law. 1

Section 2:

Specific Purposes

Within the context of the general purpose stated above, this Associations specific and primary purposes shall be: (A) To operate a labor organization within the meaning of Section 23701a of the California Revenue and Taxation Code and Section 501(c)(5) of the Internal Revenue Code. (B) To represent emergency medical services employees in regards to their wages, hours and working conditions. (C) To contribute and aid in the development of the high professional standards to which emergency medical services employees are dedicated. (D) To promote and maintain an organization for the mutual advancement and welfare of its members by all proper, suitable and lawful means. (E) To foster a spirit of goodwill among its members and to promulgate ethical practices in their relationship with each other, their employers and the public, to the end that all interests may be served fairly. (F) To aid and assist the members in all proper ways relative to matters affecting their welfare within the scope and the function set forth in these Bylaws. (G) To oppose any organization or group which expounds or promotes any doctrine or philosophy adverse or subversive to the fundamental principals and institutions of the United States and this Association. Notwithstanding any of the above statements of purpose and powers, this Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of the association. ARTICLE IV MEMBERS Section 1: Classes and Qualifications

This Association shall have three classes of members designated as Regular, Associate and Honorary.

(A) Regular members shall be employees of emergency medical services providers (hereinafter employers) employed in representation or bargaining units for which NEMSA is the recognized or certified employee representative or bargaining agent for matters relating to wages, hours and other terms and conditions of employment. Regular members who are terminated or suspended from employment by their employers, and whose terminations or suspensions are under appeal, shall not lose their status as Regular members solely by virtue of their terminations or suspensions from employment. Regular members who lose their eligibility for continued employment with an emergency medical services provider due to fulltime service with NEMSA as an elected official or an employee, shall not lose their status as Regular members during the period of service to NEMSA. (B) Associate members shall be individuals who are not part of a representation or bargaining unit for which NEMSA is recognized or certified as the employee representative or bargaining agent, and are part of a group or are individuals approved by the Board as being eligible for Associate membership. (C) Honorary memberships shall be available to persons for meritorious service to this Association or for distinguished public service. Honorary memberships shall be granted by a majority vote of the Board. Honorary members shall not pay membership fees, dues or assessments and shall have no voting rights. Section 2: Voting Members

Regular members shall have the exclusive right to vote, as set forth in these Bylaws, on the election of directors, on the disposition of all or substantially all of the assets of the Association, on any merger and its principal terms and any amendment of those terms, and on election to dissolve the Association. In addition, Regular members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation law. All references in these Bylaws to "members" or the "membership" shall be limited to Regular members as defined in Section 1 of this Article, who are also "members" as that term is defined in Section 5056 of the California Corporations Code. Section 3: Other Persons Associated With the Association

The Association may refer to Associate and Honorary members or other persons or entities associated with the Association as members" even though such persons or entities are not voting members as set forth in Section 2 of this Article, and such reference shall not confer or constitute member status within the meaning of Section 5056 of the California Corporations Code, unless such person or entity shall have qualified for voting membership under Section 5056 of the California Corporations Code or these Bylaws. By amendment of its Articles of Incorporation or of these Bylaws, the Association may grant some or all of the rights of a member, as set forth in these Bylaws, 3

to any person or entity that does not have the right to vote on any of the matters specified in Section 2 of this Article, but no such person or entity shall be a member within the meaning of Section 5056 of the California Corporations Code. Section 4: Application for Membership

Application for membership shall be submitted to the Board in a manner the Board deems appropriate. Any person seeking membership shall be required to sign an application, which may contain a statement that such person agrees to abide by these Bylaws and any other rules and regulations properly adopted by the Board or membership. The Board shall act upon each application within a reasonable time after submission, or at the next regularly scheduled Board meeting, whichever comes later. Section 5: Dues, Fees, and Assessments Each member must pay, within the time and on the conditions set by the Board, membership fees, dues and assessments in amounts set forth in these Bylaws or as may be fixed from time to time by the members. Section 6: Good Standing

Those Regular and Associate members who have paid the required fees, dues and assessments in accordance with these Bylaws, satisfied all other requirements for membership pursuant to these Bylaws, and who have not been terminated, expelled or suspended from membership, shall be members in good standing. Section 7: Termination and Suspension of Membership

(A) Causes of Termination. A membership shall terminate on occurrence of any of the following events: (i) Resignation of a member on reasonable notice to the Association;

(ii) Expiration of the period of membership, if any, unless the membership is renewed on the renewal terms fixed by the Board; (iii) Failure of a member to pay required fees, dues or assessments within ninety (90) days after they become due and payable; (iv) Occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications;

(v) Expulsion of the member under this Section, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association. (B) Suspension or Expulsion of Membership. A member may be suspended or expelled, under this Section, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the Association's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association. A person who has been expelled or whose membership is suspended shall not be a member during the period of expulsion or suspension. (C) Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a member under this Section, the procedure set forth below shall be followed: (i) The member shall be given fifteen (15) days' prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the Association's records. (ii) The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion or suspension should take place. (iii) The Board, committee, or person shall decide whether or not the member should be expelled, suspended, or sanctioned in some other way. The decision of the Board, committee, or person shall be final unless thirty percent (30%) of the members in the representation unit to which the disciplined member is assigned submit a petition to the Board requesting that the matter be put to a secret ballot vote of the members of the representation unit. Such a petition must be submitted to the Board within thirty (30) days after the date of the decision to expel, suspend, or terminate the member. A majority vote of the entire membership of the representation unit is required to overturn or modify any action taken by the Board, committee or person against the member pursuant to this Section.

Section 8: Transfer of Memberships No membership or right arising from membership shall be transferred. All membership rights cease on the member's death. Section 9: Reinstatement Any member who has withdrawn from the Association shall not be eligible for reinstatement unless withdraw was due to having left the employment of an emergency medical services provider and that individual is subsequently re-employed by an emergency medical services provider, or unless a member in good standing petitions the general membership for reinstatement of the withdrawn individual and a majority vote of the membership affirms reinstatement. Section 10: Nondiscrimination

No member of this Association shall be favored or discriminated against, directly or indirectly, in any facet of the Association membership, right, privilege or benefit because of the member's race, creed, color, sex, national origin, religion, sexual orientation, medical condition or political affiliation. Section 11: Bill of Rights

All members of this Association enjoy the rights and protections afforded members of labor organizations pursuant to the Labor-Management Reporting and Disclosure Act, 29 U.S.C. 401 et seq. ARTICLE V MEETING OF MEMBERS Section 1: Place of Meetings Meetings of the members shall be held at any place designated by the Board. In the absence of any such designation, members' meetings shall be held at the Associations principal office. Section 2: Annual Meeting An annual members meeting shall be held on the first day of June of each year unless the Board fixes another date or time and so notifies members as provided in Section 4 of this Article. If the scheduled date falls on a legal holiday, the meeting shall

be held the next full business day. At this meeting, directors shall be installed and any other proper business may be transacted subject to Sections 4(B) and 5 of this Article. Section 3: Special Meetings (A) Persons Authorized to Call. A special meeting of the members for any lawful purpose may be called at any time by the Board or by the president, or by a majority of the voting members present at any regular meeting, or by petition signed by ten percent (10%) or more of the voting members. (B) Calling Meetings. A special meeting called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the president or any vice president or the secretary of the Association. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with this Article, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be not more than thirty (30) days after receipt of the request. If the notice is not given within seventy-two (72) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board. (C) Proper Business of Special Meetings. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting. Any person(s) calling for a special meeting shall be present at such meeting. Section 4: Notice Requirements for Members' Meetings (A) General Notice Requirements. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given in accordance with this Article, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting and: (i) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (ii) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, except that any proper matter may be presented at the meeting. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given. (B) Notice of Certain Agenda Item. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals: 7

(i) (ii) (iii)

Removing a director without cause; Filling vacancies on the Board; Amending the Articles of Incorporation or Bylaws;

(iv) Approving a contract or transaction between the Association or one or more directors, or between the Association and an entity in which a director has a material financial interest; (v) Electing to wind up and dissolve the Association;

(vi) Approving a plan for the distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the Articles or Bylaws, when the Association is in the process of winding up; or (vii) Final acceptance, approval, ratification or rejection of the terms of a negotiated memorandum of understanding or collective bargaining agreement pertaining to wages, hours and working conditions of the members. (C) Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least ten (10) but no more than thirty (30) days before the meeting date. In the event of a special meeting, notice must be provided within seventytwo (72) hours after the meeting has been called. Notice shall be given in any manner reasonably calculated to provide actual notice to members of the meeting. (D) Waiver by Attendance. A member's attendance at a meeting shall constitute a waiver of notice of a meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting. Section 5: Quorum (A) Percentage Required. Thirty percent (30%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members provided, however, that if any regular or annual meeting is actually attended in person by less than fifty percent (50%) of the voting power, the only matters that may be voted on are those of which notice of their general nature was given under Section 4(A) of this Article.

(B) Loss of Quorum. Subject to Subsection (A) of this Section, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. Section 6: Adjournment and Notice of Adjourned Meeting Any membership meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than forty-five (45) days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If, after adjournment, a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Association may transact any business that might have been transacted at the original meeting. Section 7: Exclusion of Non-Voting Members

Upon a majority vote of the Board or voting members present at any regular or special meeting, any Associate or Honorary members and other non-voting person may be excluded from the meeting. Section 8: Voting (A) Eligibility to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law and other provisions of these Bylaws, members entitled to vote at any meeting of members shall be voting members in good standing as of the record date determined under Sections 10 and 11 of this Article. (B) Manner of Casting Votes. Voting may be by voice or ballot, except that any election of directors must be by secret ballot. (C) Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. (D) Approval by Majority Vote. If a quorum is present, a majority vote of the members present at the meeting who are entitled to vote and actually voting on the matter, shall be the act of the members, unless the vote of a greater number is required by the California Nonprofit Mutual Benefit Corporation Law or by the Articles of Incorporation. 9

(E) Retention and Challenge of Ballots. The results of all votes cast shall be posted immediately after they are tabulated. The Board shall provide that the original ballots be maintained in the Association files for a period of one (1) year after the results of any vote are posted. After the expiration of the one (1) year period, the original ballots may be destroyed. The Board shall provide that the results of all votes be recorded and maintained in the Association files indefinitely. (F) Balloting Challenge. Any member seeking to challenge or protest the results, methods or procedures of an election of the membership, shall submit a written protest to the Board within ten (10) days after the results of the particular vote are posted. Failure to file a written protest within the ten (10) day period will constitute a forfeiture of any right which the member may have to challenge the vote. If the challenge or protest is not resolved by the Board within ten (10) days after filing, the member may submit the matter to arbitration pursuant to Article XIII of these Bylaws. Arbitration for purposes of any challenge or protest to an election or vote shall be expedited and resolved within thirty (30) days following the request for arbitration. Notwithstanding the procedures contained in Article XIII, an arbitrator shall be selected by the parties who can hear and decide the dispute within the thirty (30) day time period. Section 9: Action Without a Meeting (A) Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by complying with this Article. (B) Solicitation of Written Ballots. The Association shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be given either personally or by first-class mail or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member appearing on the books of the Association for purposes of notice. If no address appears on the Association's books and no address has been so given, the ballot shall be deemed to have been delivered if the written ballot is mailed to that member by first-class mail or written communication in care of their emergency medical services employer. All solicitations of votes by written ballot shall specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action; (2) provide the members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time within which to return the ballot to the Association. (C) Number of Votes and Approvals Required. Approval by written ballot shall be valid only when the number of approvals equals or exceeds the number of votes

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that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting. (D) Revocation. A written ballot may not be revoked.

(E) Filing. All written ballots shall be filed with the secretary of the Association and maintained in the corporate records for at least thirty (30) days. Section 10: Record Date for Notice, Voting, Written Ballots and Other Actions as Determined by Board For purposes of determining the members entitled to notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights with respect to any lawful action, the Board may, in advance, fix a record date. The record date so fixed: (A) for notice of a meeting shall not be more than thirty (30) nor less than ten (10) days before the date of the meeting; (B) for voting at a meeting shall not be more than thirty (30) days before the date of the meeting; (C) for voting by written ballot shall not be more than thirty (30) days before the day on which the first written ballot is mailed or solicited; and (D) for any other action shall not be more than thirty (30) days before that action. Section 11: Record Date for Notice, Voting, Written Ballots and Other Actions Not Determined by Board (A) Record Date for Notice or Voting. If not otherwise fixed by the Board, the record date for determining members entitled (i) to receive notice of a meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting, is held, and (ii) to vote at the meeting shall be the day on which the meeting is held. (B) Record Date for Action by Written Ballot. If not otherwise fixed by the Board, the record date for determining those members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited. (C) Record Date for Other Actions. If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any 11

other lawful action shall be the date on which the Board adopts the resolution relating to that action, or the thirtieth (30th) day before the date of that action, whichever is later. Section 12: Members of Record For purposes of Sections 10 and 11 of this Article, a person holding membership at be close of business on the record date shall be a member of record. ARTICLE VI DIRECTORS Section 1: Powers

(A) General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, the Articles of Incorporation, these Bylaws and the Labor-Management Reporting and Disclosure Act, 29 U.S.C. 401 et seq., regarding actions that require the approval of the members, the Association's activities and affairs shall be managed, and all corporate power shall be exercised, by or under the Board's direction. (B) Specific Powers. Without prejudice to the general powers set forth in this Section, but subject to the same limitations, the directors shall have the power to: (i) Appoint and remove the Associations non-elected officers, agents and employees; prescribe powers and duties for them that are consistent with the law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties. (ii) Change the principal office or the principal business office in California from one location to another; cause the Association to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities within or outside California and designate any place within or outside California for holding any meeting of members. (iii) Borrow money and incur indebtedness on behalf of the Association and cause to be executed and delivered for the Association's purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges and other evidences of debt and securities. (iv) Pay all legitimate obligations and indebtedness of the Association unless specifically restricted by the members. 12

Section 2:

Limitation of Authority

(A) Collective Bargaining Agreements/Wage Contracts. The Board is precluded from taking any final actions to accept, reject, approve or ratify a proposed final offer from any emergency medical services provider as to the terms of a negotiated collective bargaining agreement pertaining to wages, hours and working conditions of the members. Any final acceptance, approval, ratification or rejection of such an offer or proposal is a matter to be determined by the members covered by the particular collective bargaining agreement at a duly called meeting of those members or other procedure authorized by these Bylaws. Nothing herein shall restrict the ability of the Board to take all necessary steps in furtherance of negotiating the most advantageous terms of a collective bargaining agreement with an emergency medical services provider. Section 3: Qualifications of Directors and Officers

Any member in good standing for a period of twelve (12) consecutive months shall be eligible to serve as director or officer. The member must maintain his/her status as a member in good standing throughout the term of office. The offices of president, vice-president, secretary and treasurer shall be held by a member who has been a member in good standing for a minimum of twenty-four (24) consecutive months as of the date he/she will take office, except that members in good standing for a period of twelve (12) consecutive months shall be eligible to hold office as president and secretary for the three year term of office commencing 2007.

Section 4:

Number

The Board shall consist of at least five (5), but not more than twenty-seven (27) directors, unless changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by resolution of the Board. Section 5: Directors Serving as Officers

At least four (4) individuals shall be elected to serve concurrently as directors and officers of the Association. The individuals elected by the members to serve concurrently as directors and officers shall fulfill all duties of a director as well as the duties of their particular office as set forth in these Bylaws. Section 6: Regional Directors

In addition to the four (4) directors who serve concurrently as officers of the Association, there shall be at least one (1), but not more than twenty-three (23) 13

additional directors, as determined by Board resolution, to serve as regional directors. Each Region shall be composed of one or more representational districts based on geographic, facility or bargaining unit distinctions as determined by Board resolution. Regions shall be established, defined and redefined by Board resolution. Regional directors shall be elected from among the membership of the particular region. Only the membership of the particular Region may elect its regional director. Candidates for office as regional directors shall be nominated by the Chief Stewards from the respective Region, notwithstanding Article VIII Section 1(A) of these Bylaws. Regional directors shall be responsible for representing and advancing the interests of their particular constituency. Section 7: Term of Office

Directors shall be elected by the members to hold office for three (3) years. The terms of office shall be staggered so that fifty percent (50%) plus one of the exact number of directors fixed by the Board pursuant to Section 4 of this Article are elected in even numbered years. The president and secretary shall be elected in odd numbered years and the vice-president and treasurer shall be elected in even numbered years. The initial term of office for the president and secretary shall be three (3) years. Section 8: Compensation and Reimbursement

Directors may not receive any form of compensation for services rendered solely as directors, but may seek reimbursement for proper expenses as incurred and authorized by these Bylaws and/or the Board. Officers, regardless of their status as directors, may receive compensation in amounts fixed by Board resolution for the performance of services on behalf of the Association. The amount of compensation fixed for any officer shall be just and reasonable to the Association at the time the resolution is adopted. ARTICLE VII OFFICERS Section 1: Officers

The officers of the Association shall be a president, a vice-president, a secretary and a treasurer/chief financial officer. The Association may, with Board or member approval, also have additional vice-presidents, assistant secretaries, assistant treasurers, and such other officers as may be appointed in accordance with Section 3 of this Article.

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Section 2:

Responsibilities of Officers

(A) General. In their capacity as such, all officers of the Association shall represent the interests of the members. In every matter which could affect the reputation of the Association, including, but not limited to, political issues and issues relating to wages, hours and working conditions, each officer should obtain the approval of the majority of the Board before publishing any opinions, whether orally or in writing, while using the Association name or their official title as an officer and/or director. (B) President. The president shall serve as the Chairman of the Board and shall preside at meetings of the Board and membership and shall exercise and perform such other powers and duties as the Board or the members may assign from time to time. The president shall also be the general manager of the Association and shall supervise, direct and control the Association's activities, affairs and officers. Appointive positions may be made by the president as deemed necessary for the benefit of the Association, subject to approval by the Board. The president shall be an ex-officio member of all committees of the Association. The president shall also act as the liaison officer between this Association and all emergency medical services providers and state or national organizations and associations, and the general public. The president shall also have such other powers and duties as the Board or these Bylaws may prescribe. (C) Vice-President. In the absence or disability of the president, the vicepresidents, if any, in order of their rank as fixed by the Board, or, if not ranked, a vicepresident designed by the Board, shall perform all duties of the president. The vicepresident shall have such other powers and perform such other duties as the Board or these Bylaws may prescribe. (D) Secretary

(i) Book of Minutes. The secretary shall keep or cause to be kept, at the Association's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, of committees of the Board, and of members' meetings. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, and, if special, how authorized, the notice give, the names of those present at Board committee meetings, and the number of members present or represented at members' meetings. The secretary shall keep or cause to be kept, at the principal office, a copy of the Articles of Incorporation and Bylaws, as amended to date. (ii) Membership Records. The secretary shall keep or cause to be kept, at the Association's principal office or at a place determined by resolution of the Board, a record of the Association's members, showing each member's name, 15

address, and class of membership. The secretary shall deliver to his/her successor all books, documents, records, papers, equipment and/or other matters belonging to the Association or his/her office. (iii) Notices, Seal and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of members, of the Board and of committees of the Board required by these Bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. (iv) Authority. In the absence or disability of the president or vicepresident, their powers and duties shall be performed by the secretary. (E) Assistant Secretary. Should the membership approve the position and in the absence or disability of the secretary, the assistant secretary shall perform all duties of the secretary. When so acting, the assistant secretary shall have all powers of and be subject to all restrictions of the secretary. The assistant secretary shall have such other powers and perform such other duties as the Board or these Bylaws may prescribe. (F) Treasurer.

(i) Books of Account. The treasurer shall also be known as the chief financial officer, and shall keep and maintain, or cause to be kept and maintained at the Association offices, adequate and correct books and accounts of the Association's properties and transactions. The treasurer shall send or cause to be given to the directors a detailed monthly financial report and shall include the names of the members in arrears for non-payment of fees, dues and/or assessments, said report shall also include a statement of membership of the Association. The treasurer shall cause the Associations financial transactions to be audited on an annual basis by an independent auditor. The books of account records, and instruments shall be open to inspection by any director at all reasonable times. (ii) Deposit and Disbursement of Money and Valuables. The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Association with such depositories as the Board may designate. The treasurer shall make, or cause to be made, disbursement of corporate funds as authorized or directed by the Board, shall have available and render to the president and the Board, when requested, a monthly account of all transactions as treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

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(iii) Transfer of Accounts. At the expiration or termination of tenure of his/her office, the treasurer shall deliver to his/her successor all funds, monies, books, accounts, papers, documents, equipment and/or other matters belonging to the Association or to his/her office, and receive a receipt therefore, and a copy of which shall be filed with the secretary. (iv) Authority. In the absence or disability of the president, vicepresident, or secretary, their powers and duties shall be performed by the treasurer. Section 3: Other Officers

The Board or the members may appoint and may authorize the president, or other officer, to appoint any other officers that the Association may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board or members. Section 4: Compensation and Reimbursement

Officers, regardless of their status as directors, may receive compensation in amounts fixed by Board resolution for the performance of services on behalf of the Association. The amount of compensation fixed for any officer shall be just and reasonable to the Association at the time the resolution is adopted. Section 5: Bond

Any director, officer, agent, shop steward or other representative or employee who may handle the Associations funds or property shall be bonded from a corporate surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Association of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer on his or her death, resignation, retirement, or removal from office. All bonds shall conform to the requirements of the Labor-Management Reporting and Disclosure Act, 29 U.S.C. 502. The Association shall pay all fees and costs related to obtaining said bonds. ARTICLE VIII ELECTION OF DIRECTORS AND OFFICERS Section 1: Election Procedure

All directors and officers shall be elected in conformance with the following procedures: 17

(A) Nominating Committee. The president shall appoint three Regular members to a nominating committee in February of each year. It shall be the duty of the nominating committee to solicit the entire membership, receive applications for and compile lists of at least one nominee for every director and elected officer position for which a term of office is due to expire. The nominating committee shall, if appropriate, interview each applicant and provide the Board and membership with their findings with respect to the qualifications of each of the prospective candidates no later than April 1st immediately prior to the June 1st membership meeting. The committee shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications and reasons for the nominee's candidacy, a reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all members to choose among the nominees. (B) General Election Committee. The president shall appoint three Regular members who shall not be officers, directors or candidates for any officer or director position, to a general election committee in February of each year. This committee shall prepare a secret election ballot, arrange for its printing and distribution to all members, protect and secure all ballots, collect and tabulate all votes upon conclusion of the election, post the results and take all further steps necessary to advise the membership of the election outcome. The general election committee shall be responsible for collecting all ballots during the week preceding the June 1st membership meeting ("election week") and provide for their security and confidentiality until all votes are opened, tabulated and posted at the June 1st membership meeting. The candidate receiving the highest number of votes for each directorship shall be elected. Section 2: Special Election

Should a director not be elected to fill a vacant directorship at the June 1st membership meeting, the director may be elected at any special membership meeting held for that purpose or by written ballot. Each such director including an officer or director elected to fill a vacancy or elected at a special membership meeting or by written ballot shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Section 3: Installation of Directors

All directors of this Association shall serve in their respective offices until their successors have been installed. Candidates elected at the June 1st membership meeting shall work with the incumbent directors and officers to familiarize themselves with the duties of their office until they are installed. Such installations are to be made at the membership meeting.

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Section 4: Vacancies on Board (A) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of any of the following: (i) the death or resignation of any director; (ii) a final order of the court declaring a director of unsound mind or convicted of a felony, or, if the Association holds assets in charitable trust, has been found by a final order or judgment of any court to have breached a duty arising under Section 7238 of the California Corporations Code; (iii) a majority of the members entitled to vote for the director approve the directors removal from office; (iv) a declaration by the Board that a director was absent for three (3) consecutive Board meetings without reasonable excuse or justification; (v) the increase of the authorized number of directors; or (vi) the failure of the members, at any meeting of members at which any director(s) are to be elected, to elect the number of directors required to be elected at that meeting. (B) Resignations. Except as provided below, any director or officer may resign by giving written notice to the chairman of the board, if any, or to the president or secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's or officer's resignation is effective at a later time, the president may appoint, subject to Board approval, a successor to take office as of the date when the resignation becomes effective. (C) Removal of Officers and Directors.

(i) By the Membership. Whenever a written petition signed by 30 percent (30%) of the members entitled to vote for a particular director or officer are submitted to the Board asking for the recall of any officer or director which was elected, the Board shall, within ten (10) days, direct the preparation of a recall ballot to be submitted to each voting member entitled to vote for the particular officer or director of the Association. The officer or director involved shall be advised of the basis of any recall petition against him or her. The secretary of this Association shall cause the recall ballot to be mailed to all eligible voting members as of the date of the submission of the recall petition. Each recall ballot shall contain the name of the officer or director and provide spaces for an affirmative or negative vote as to his or her recall. The recall ballot shall be accompanied by a blank envelope in which the completed recall ballot shall be placed and sealed, and a self-addressed envelope for the ballot envelope to be placed in for the return of the ballot to the corporate secretary. The return envelope shall be signed by the eligible voter in order for the recall ballot to be valid. All recall ballots returned with the outer envelope not signed by an eligible voter shall be null and void and shall be held until the recall ballots are counted. All recall ballots shall be returned to the corporate secretary within ten (10) days, placed in a locked ballot box and forwarded to the Board. The Board shall, within five (5) days, tabulate the recall ballots. If a majority of the voting members vote 19

in favor of recall, the officer or director shall immediately be declared removed from office. (ii) By the Board. The Board shall at its option and within its discretion, remove any officer or director, upon a majority vote of the Board, who absents himself/herself for three (3) consecutive meetings without providing reasonable excuse or justification. (iii) Breaches of Fiduciary Duties. The Board or the members may bring charges against any director or officer of the Association based on alleged breaches of fiduciary duties owed to the Association and/or its members and seek to discipline or remove said director or officer pursuant to the procedures set forth in Article IV, Section 7 and Article XIII of these Bylaws. No director elected by members may be removed from office unless a majority of the members entitled to vote for the director approve the removal. (D) Filling Vacancies. Should a vacancy occur on the Board, the president shall, subject to the approval of the entire Board, fill said position or positions. The president shall select the appropriate members to fill said position or positions within thirty (30) days of the occurrence of the vacancy. (E) Vacancy or Reduction of Number of Directors. No reduction of the authorized number of directors or officers shall have the effect of removing any director before that director's term of office expires.

Section 5:

Indemnification

(A) Right of Indemnity. To the fullest extent permitted by law, this Association shall indemnify its directors, officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding", as the term is used in that section, and including an action by or in the right of the Association, by reason of the fact that the per.; on is or was a person described in that section. "Expenses", as used in this bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code. (B) Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporations Code, the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the Board shall authorize 20

indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the: members shall determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(c) has been met and, if so, the members present at that meeting in person shall authorize indemnification. (C) Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under this Section in defending any proceeding covered by Section 7237 of the California Corporations Code shall be advanced by the Association before final disposition of the proceeding, on receipt by the Association of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses. (D) Insurance. The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such. ARTICLE IX BOARD OF DIRECTORS MEETINGS Section 1: Place of Meetings

Meetings of the Board shall be held at any place that has been designated by resolution of the Board or in the notice of the meeting, or if not so designated, at the principal office of the Association. Section 2: Meetings by Telephone

Any meeting may be held by telephone conference or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.

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Section 3:

Regular Meetings

Regular meetings of the Board shall be held at least on a quarterly basis at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting, or if not so designated, at the principal office of the Association. Non-members may be excluded at the request of the Board. Members may not be excluded. Section 4: Annual Meetings

Immediately after each annual meeting of members, if any, the Board shall hold a regular meeting for purposes of organization, election of officers, and the transaction of other business. Notice of this meeting is not required. Section 5: Special Meetings

(A) Authority to Call. Special meetings of the Board for any purpose may be called at any time by the chairman of the Board, if any, the president or any vicepresident, or the secretary or any two directors. (B) Notice.

(i) Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the director or to a person at the director's home who would reasonably be expected to communicate that notice promptly to the director; or (d) by email to the directors designated email address. All such notice shall be given or sent to the director's home address or telephone number as shown on the records of the Association. (ii) Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting. (iii) Notice Contents. The notice shall state the time, place and purpose of the meeting. (iv) Notice to Membership. Notices of all Board meetings shall be posted within the time requirements set forth in this section on the Associations official website and as otherwise designated by the Board. 22

Section 6:

Quorum

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Nonprofit Mutual Benefit Corporation Law, including, without limitations, those provisions relating to (a) approval of contracts or transactions between the Association and one or more in which a director or officer has a material financial interest; (b) creation of and appointments to committees of the Board; and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting. Section 7: Waiver of Notice

Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the 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 corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her. Section 8: Adjournment

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Section 9: Notice of Adjourned Meeting

Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four (24) hours. If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment. Section 10: Action Without a Meeting Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to that action. Such action by written consent shall have the same force and effect as any other validly 23

approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.

ARTICLE X COMMITTEES AND SPECIAL APPOINTMENTS Section 1: Committees of the Board

The Board may create one or more committees, each consisting of two or more directors or voting members, to serve at the pleasure of the Board. Appointments to committees of the Board shall be made by the president subject to a majority vote of the directors then in office. The president may appoint one or more members or directors as alternates of any such committee, who may replace any absent member of any meeting. The president shall serve on an ex-officio basis on all committees. Any such committee, to the extent provided by Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may: (A) take any final action on any matter that, under the California Nonprofit Mutual Benefit Corporation Law, also requires approval of the members or approval of a majority of all members; (B) Board; (C) committee; (D) fix compensation of the directors for serving on the Board or on any fill vacancies on the Board or on any committee that has the authority of the

amend or repeal bylaws or adopt new bylaws;

(E) amend or repeal any Board resolution that by it express terms is not so amendable or repealable; (F) create any other committees of the Board or appoint the members of committees of the Board; (G) expend corporate funds to support a nominee for director after more people have been nominated for director than can be elected; or (H) with respect to any assets held in charitable trust, approve any contract or transaction between the Association and one or more of its directors or between the Association and an entity in which one or more of its directors have a material financial 24

interest, subject to the special approval provisions of Section 5233(d)(3) of the California Corporations Code. Section 2: Meetings and Action of Committees

Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined whether by Board resolution or, if there is none, by resolution of the committee. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the governing of a any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules. Section 3: Grievance Committee

(A) General Powers. The Grievance Committee shall, upon request by a member of the Association, review a grievance that the member may have against an emergency medical services provider, any of its employees, agents or representatives. The review will be conducted for purposes of determining whether the Association will accept or reject a grievance in whole or in part or advance or decline to advance a grievance to arbitration. (B) Composition of Committee. The Chief Stewards Council shall serve as the Grievance Committee. (C) Procedures.

(i) Reporting. The procedures of the Grievance Committee shall be governed by these Bylaws and the findings and recommendation adopted by the committee shall be final unless an appeal is filed with the Board. (ii) Testimony. The committee shall review all written documents, memoranda and reports submitted by the member in addition to giving the member, and any persons wishing to speak on his/her behalf, the opportunity to support the members request. (iii) Findings. The Grievance Committee shall, within ten (10) days after taking the matter under submission, notify the member and the Board of its findings and recommendations. The Grievance Committee shall keep minutes of its meetings. The Committee may recommend that the Association accept or reject a grievance in whole or in part or to advance or decline to advance a 25

grievance to arbitration and provide justification for the same. The Grievance Committee may make other recommendations as it deems appropriate under the circumstances. (iv) Appeal to Board. A member may appeal a decision of the Grievance Committee to the Board. The appeal must be in writing, stating the grounds of the appeal and must be delivered to the president of the Association no later than five (5) days after the Grievance Committee has reviewed the matter and advised the member of its decision. (v) Processing of Grievance. During the pendency of the review of the grievance by the Grievance Committee and/or the Board, the Association may, at its discretion, without rendering a decision on the merits of the grievance, process the grievance without further obligation. (vi) Conflict. In the event any member of the Grievance Committee desires to submit a grievance to the Association for review, the interested Grievance Committee member shall be removed only for that particular matter and the Chief Stewards Council shall appoint another member of the Chief Stewards Council to occupy that seat on the Grievance Committee to hear such requests. (vii) Powers of the Board. The Board shall, at the directors' next regular or special meeting, review the recommendations and findings of the Grievance Committee and adopt or reject in whole or in part the findings of the Grievance Committee and issue their decision thereon. The Board may take any other action it deems appropriate under the circumstances. Section 4: Special Appointments

The Board shall have the power to appoint special representatives for special purposes as limited by the Articles of Incorporation and these Bylaws. ARTICLE XI JOB STEWARDS/CHIEF STEWARDS/CHIEF STEWARDS COUNCIL Section 1: Qualifications and Appointment

The Board shall establish representational districts within each Region based on geographical, facility or bargaining units as determined by Board resolution. Each representational district shall have one or more job stewards who shall be selected by the members of the representational district from among the members in good standing in the representational district who express an interest in being a job steward. 26

Job stewards shall have the specific duties and responsibilities prescribed by the Board. Members serving as job stewards may not concurrently serve as directors or officers of the Association. Section 2: Chief Job Stewards and Chief Stewards Council

Each representational district shall select a Chief Job Steward from among its job stewards to serve a two (2) year term on the Chief Stewards Councils. The Chief Stewards Councils shall be comprised of the Chief Job Stewards from one or more Districts as determined by the Board. The Chief Stewards Council shall have the specific duties and responsibilities prescribed by these Bylaws and by the Board. Members serving on the Chief Stewards Council may not concurrently serve as directors or officers of the Association. ARTICLE XII DUES Section 1: Scale

A scale of membership dues shall be formulated and proposed by the Board on a budgetary basis, so that sufficient revenue is derived therefrom to defray the expenses of the Association. Section 2: Rate

(A) Regular members shall pay monthly dues equal to two (2) times the average hourly wage for their representative representation unit, plus one dollar ($1.00) for the strike fund and one dollar ($1.00) for the EMS Defense Fund, but in no event less than twenty-four dollars ($24.00) per month. The calculation of the average hourly rate shall exclude non-scheduled overtime, differentials, and in lieu of benefit premiums. Associate members shall pay annual dues in the amount of sixty dollars ($60.00). (B) Notwithstanding paragraph (A) of this Section, Regular members who were previously members of representation units for which NEMSA subsequently became the recognized representative, and who paid monthly membership dues to the previously recognized labor organization, shall continue paying monthly membership dues in amounts equal to those paid to the previously recognized labor organization for a period of one (1) year following membership in NEMSA. Thereafter, such Regular members shall pay monthly dues as specified in paragraph (A) of this Section or as otherwise determined by the membership.

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(C) The Board shall determine the date, method and procedure for payment of membership dues. Section 3: Initiation Fees

Regular and Associate members shall pay a one-time initiation fee of one hundred dollars ($100). By resolution of the Board, upon a showing of good cause, the initiation fee may be waived for any employee applying for membership or reinstatement in the Association. Section 4: Assessments

General or special assessments or levies may be made from time to time in the manner hereinafter provided. Section 5: Increase in Fees, Dues and Levying of Assessments

Any increases in membership fees or dues, or the levying of any general or special assessment fees, shall be made only by majority vote by secret ballot of the members in good standing who cast votes at a general or special membership meeting following notice to the membership pursuant to Article 5, Section 4 of these Bylaws. Section 6: Failure to Pay Fees, Dues or Assessments

The following procedure shall govern and dictate the consequences of any members failure to pay the required fees, dues and/or assessments of the Association. (A) Should any active member neglect or refuse to pay fees, dues and/or assessments for a period of two (2) consecutive months, the member shall be reported by the treasurer as delinquent and the president shall declare such member suspended from all benefits and privileges of this Association. The secretary shall record this action in the minutes of the Board or membership meeting. (B) Any active member of this Association who shall neglect or refuse to pay fees, dues and/or assessments for a period of ninety (90) days shall be reported by the treasurer as delinquent and the president shall forthwith order said member's name stricken from the role of active membership. The secretary shall record this action in the minutes of the Board or membership meeting. (C) Any member who has been suspended or whose name has been stricken from the roll of active membership for non-payment of fees, dues, or assessments, may be reinstated upon his/her written application to the secretary for such reinstatement and

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by paying all back due fines or assessments levied since suspension and/or expulsion, plus a penalty fee if deemed appropriate by the Board. ARTICLE XIII ARBITRATION OF DISPUTES Section 1: Arbitration of Disputes, Claims and/or Controversies.

(A) Members shall submit to final and binding arbitration any dispute between them and the Association involving: (i) Claims or controversies arising from the explusion, suspension or other sanction imposed on a member under these Bylaws or any alleged violations of the Associations disciplinary procedures. (ii) Claims alleging any violation of these Bylaws owed to any member by the Board or any officer of the Association. (B) In all cases an impartial arbitrator will be selected by the parties using an alternative striking method from a list of seven (7) arbitrators obtained from the American Arbitration Association. The arbitration shall be conducted in accordance with the arbitration rules and procedures established by the American Arbitration Association for the particular type of dispute. (C) The arbitrators fees and expenses will be paid in full by the Association, except in those cases where an expelled or suspended member submits to arbitration an alleged violation of the disciplinary procedures contained in these Bylaws. Such individual shall pay half of the arbitrators fees and expenses, which amount shall be held by the Association in an interest-bearing, escrow account until the arbitrator renders a decision. If the arbitrator ultimately rules in favor of the individual, the Association will reimburse such individual with the amount held in escrow, with interest, and pay in full the arbitrators fees and expenses. If the arbitrator rules in favor of the Association, the monies held in escrow will be used to satisfy in part the arbitrators fees and expenses. ARTICLE XIV CONDUCT OF MEETINGS Section 1: Agenda/Order of Business

Each meeting of this Association shall have an agenda comprised substantially as follows: 29

(A) Call to order; (B) Roll call of members and directors; (C) Reading of the minutes of the previous membership and/or Board of directors meeting; (D) Presidents Report; (E) Report of treasurer; (F) Report of committees; (G) Unfinished business; (H) New business; (I) Adjournment. Section 2: Parliamentary Procedure

Meetings shall be governed by procedures set forth in the Roberts Rules of Order and other procedures as deemed appropriate by the president or chair of any meeting, as revised from time to time, insofar as such rules are not inconsistent or in conflict these Bylaws, the Articles of Incorporation, or with any provision of law. All questions or procedure to determined, and not covered by these Bylaws, shall be decided and ruled upon by the chairman of the Board, or if none, the president. ARTICLE XV RECORDS AND REPORTS Section 1: Maintenance of Corporate Records The Association shall keep: (A) adequate and correct books and records of account; (B) written minutes of the proceedings of its members, Board, and committees of the Board; and (C) a record of each member's name, address, and class of membership. Section 2: Members' Inspection Rights

(A) Membership Records. Subject to Sections 8330 et seq. of the California Corporations Code, and unless the Association provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member. (i) Inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five days' prior written demand on the 30

Association, which demand must state the purpose for which the inspection rights are requested; or (ii) Obtain from the secretary of the Association, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is, requested. The secretary shall make this list available to the member on or before the later of ten (10) days after (1) the demand is received or (2) the date specified in the demand as the date as of which the list is to be compiled. (B) Reasonable Alternatives. The Association may, within ten (10) business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand. (C) Denial of Access. If the Association reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section, the Association may deny the member access to the membership list. (D) Physical Inspection. Any inspection and copying under this Section may be made in person or by the member's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Association. (E) Accounting Records and Minutes. On written demand on the Association, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member's interest as a member. Any such inspection and copying may be made in person or by the member's agent or attorney. Any right of inspection extends to the records of any subsidiary of the Association. All accounting, financial and general business records, documents and instruments shall be kept at the Association's principal offices. (F) Maintenance and Inspection of Articles and Bylaws. The Association shall keep at its principal office, the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. The Association shall keep all financial books, records and accounts of the organization for a period of seven years. All written minutes 31

of membership and Board meetings along with action by unanimous written consent of the directors shall be kept secure by the organization indefinitely, or until such time as the Board rules otherwise. Section 3: Inspection by Directors Every officer and director shall have the absolute right at any reasonably time to inspect the Association's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the officer's or director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents. Section 4: Annual Report (A) Preparation. An annual report shall be prepared within one hundred and twenty (120) days after the end of the Association's fiscal year. That report shall contain the following information in appropriate detail. (i) A balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Association that they were prepared without audit from the books and records of the Association. (ii) A statement of the place where the names and addresses of current members are located. (iii) Any information that is required by Section 5 of this Article.

(B) Notification to Membership. The Association shall notify each member annually of the member's right to receive a financial report under this Section, except as provided in subsection 2(C) of this Article, on written request by a member, the Board shall promptly cause the most recent annual report to be sent to the requesting member. Section 5: Annual Statement of Certain Transactions and Indemnifications As part of the annual report to all members, or as a separate document if no annual report is issued, the Association shall annually prepare and make available to each member and director a statement of any transaction or indemnification of the following kinds within one hundred and twenty (120) days after the end of the Association's fiscal year:

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(A) Interested Transactions. Unless approved by the members under Section 7233(a) of the California Corporations Code and subject to the requirements of the Labor-Management Reporting and Disclosure Act, 29 U.S.C. 401 et seq., any transaction (1) to which the Association, its parent, or its subsidiary was a party; (2) which involved two thousand dollars ($2,000), or was one of a number of such transactions with the same person involving, in the aggregate, two thousand dollars ($2,000); and (3) in which any director or officer of the Association, its parent, or its subsidiary had a direct or indirect material financial interest (a mere common directorship is not a material financial interest). The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Association, the nature of their interest in the transaction, and, when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated. (B) Indemnification and Advances. A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating two thousand dollars ($2,000) paid during the fiscal year to any officer or director of the Association, unless the loan, guaranty, indemnification, or advance has already been approved by the members under Section 5034 of the California Corporations Code, or the loan or guaranty is not subject to the provisions of Section 7235(a) of the California Corporations Code or is otherwise exempt from disclosure pursuant to the LaborManagement Reporting and Disclosure Act, 29 U.S.C. 401 et seq. ARTICLE XVI CONSTRUCTION AND DEFINITIONS Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.

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ARTICLE XVII AMENDMENTS Section 1: Amendment by Board (A) Membership Rights Limitation. Subject to the rights of voting members under subsection (D) of this Section and Section 2 of this Article, the Board may adopt, amend, or repeal bylaws unless the action would materially and adversely affect the members' rights as to voting, dissolution, redemption, or transfer. (B) Changes to Number of Directors. Once members have been admitted to the Association, the Board may not, without the approval of the voting members, specify or change any Bylaw provision that would: (i) (ii) or fix or change the authorized number of Board members; fix or change the minimum or maximum number of Board members;

(iii) change from a fixed number of Board members to a variable number of Board members or vice versa. (C) High Vote Requirement. If any provision of these Bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote. (D) Members' Approval Required. Without the approval of the voting members, the Board may not adopt, amend, or repeal any Bylaws that would: (i) (ii) (iii) (iv) increase or extend the terms of officers or directors; increase the quorum for members' meetings; repeal, restrict, create, expand, or otherwise change proxy rights; or authorize cumulative voting.

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Section 2:

Amendment by Members

(A) New Bylaws. New Bylaws may be adopted, or these Bylaws may be amended or repealed by approval of the voting members. (B) High Vote Requirement. Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by vote of that greater number. No amendment may extend an officer's or director's term beyond that for which the officer or director was elected. (C) Designation of Officers and Directors. Any provision of these Bylaws providing for the designation or selection, rather than election, of any officer or director may be adopted, amended, or repealed only by approval of the members, subject to the consent of the person or persons entitled to designate or select any such officers or directors. (D) Procedure for Amendment by Members. (i) These Bylaws may be altered or amended by members of the Association only by application submitted in writing, signed by at least ten percent (10%) of the total voting membership offering the proposed change, and must be first submitted to the Board for their approval. If approved by a majority of the Board, such changes will be submitted to a vote of the entire voting membership of the Association. A majority of the total members votes cast is needed to pass such amendment. Thirty (30) days notice by posting said amendment in the place where the agenda is posted must be given to the membership of such proposed change prior to the vote. (ii) Any suggested changes or amendments to these Bylaws presented to the Board and rejected by them, may be re-submitted by a petition signed by not less than twenty percent (20%) of the total voting membership, and shall thereupon be submitted to a vote of the entire voting membership. A majority of the total members votes cast is needed to pass such amendments. Section 3: Suspension

A Bylaw of this Association may be suspended, in case of an emergency, by a majority of total members votes cast at a membership meeting, provided a quorum is present, but only for a single meeting.

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ARTICLE XVIII DISSOLUTION Upon the dissolution of this Association, any unexpended and uncommitted funds of the treasury of this Association shall be donated to a charitable organization designated as such under the provisions of the Internal Revenue Code as chosen by the Board at its final meeting.

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