BYLAWS OF MIDTOWN VENTURA COMMUNITY COUNCIL

A California Public Benefit Corporation

Adopted by the Board of Directors and the General Membership on May 14, 1998

ARTICLE I. NAME OF THE CORPORATION

The name of the Corporation is Midtown Ventura Community Council.

ARTICLE II. PURPOSES OF THE CORPORATION

This Corporation shall be organized and operated exclusively for charitable, educational and public purposes. Subject to the limitations set forth in the Articles of Incorporation, the purposes of this Corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under the Nonprofit Public Benefit Corporation Law (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provision).

This Corporation's primary purposes shall be the following:

A. To encourage residents to identify and understand Midtown Ventura area problems, needs, and expectations, and to either recommend or initiate the development and implementation of programs which respond to these problems, needs, and expectations. The Midtown Ventura area may hereafter be referred to as the Community.

B. To facilitate communications between residents of the Community and government agencies.

ARTICLE III. POWERS

Section 3.01. The powers of the Midtown Ventura Community Council will be as follows:

A. To recommend and/or initiate programs which respond to the needs of the Midtown Ventura area.

B. To advise appropriate government bodies and their staff on any matter which is of need or concern to the Midtown Ventura area.

ARTICLE IV. OFFICES

Principal Office

Section 4.01. The principal office of the Corporation for its transaction of business is located at 1700 East Thompson Blvd. Suite E, Ventura, California.

Change of Address

Section 4.02. The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another in the County of Ventura, California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.

ARTICLE V. MEMBERS

Organization

Section 5.01. The organization of the Midtown Ventura Community Council will include the General Membership as defined in Section 5.04., Officers, Executive Board, and Committees when duly appointed under the provision set forth in these Bylaws.

Classification of Members

Section 5.02. The Corporation shall have one class of members only, and each member shall have equal voting and other rights. No person shall hold more than one membership in the Corporation.

Eligibility for Membership

Section 5.03. All residents, property owners and licensed business owners of the Midtown Ventura area as defined in Section 5.05. will be eligible for membership.

General Membership

Section 5.04. The General Membership will be comprised of all those individuals and businesses whose completed membership application as defined in Section 5.06. is on file with the Midtown Ventura Community Council Secretary.

Membership Boundaries

Section 5.05. Membership boundaries for the Midtown Ventura area are as follows:

South: The 101 Ventura Freeway

West: San Jon Road/San Jon Barranca/Crimea Street (east side)

North: The crest line of the Ventura hills

East: Mills Road (both sides)

Application for Membership

Section 5.06. Each person applying for membership is required to complete an application form providing the following information (if applicable):

1. Date

2. Name

3. Residence address, address of property owned, address of business owned with a copy of the business license.

4. Residence or business phone number, Fax number.

5. E-mail address (if available).

Admission to Membership

Section 5.07. Any person qualified for membership under Sections 5.05. and 5.06. of these Bylaws shall be admitted to membership only on the receipt by the Secretary of the Midtown Ventura Community Council of a completed application for membership.

Number of Members

Section 5.08. There shall be no limit on the number of members the Corporation may admit.

Transferability of Membership

Section 5.09. Neither the membership in the Corporation nor any rights in the membership may be transferred or assigned for value or otherwise.
Inspection Rights of Members

Section 5.10. All meetings minutes, and financial records of the Midtown Ventura Community Council will be open to the public as provided by law.

ARTICLE VI. MEETINGS OF MEMBERS

Place

Section 6.01 Meetings of members shall be held at such location within the State of California as may be designated from time to time by resolution of the Board of

Directors.

Regular Meetings

Section 6.02. The Board of Directors shall convene not less than two (2) regular meetings each year, including one designated as the Annual Meeting for the purpose of transacting such proper business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 7.04. of these Bylaws. The Executive Board may schedule additional regular meetings during the year as deemed necessary and appropriate to fulfill the stated purposes of the Midtown Ventura Community Council. If the day fixed for the regular meeting of members falls on a legal holiday, such meeting shall be held at the same hour and place on the next succeeding day. A report of the past year's activities, and a Treasurer's report will also be presented during the Annual Meeting.

Special Meetings

Section 6.03. Special meetings of members shall be called by the Board of Directors and held at such times and places within the State of California as may be ordered by resolution of the Board of Directors. General members may petition the Executive Board for a special meeting. If the Executive Board votes in favor of the petition, the Executive Board will call a special meeting as soon as practical.

Notice of Meetings
Section 6.04. The Secretary must provide public and written notice of all regular meeting s to each Council member at least seven (7) days before the scheduled meeting, except that the notice will be sent fourteen (14) days prior to any council meeting during which an election or recall is scheduled.

Quorum

Section 6.05. A quorum at any meeting of members shall consist of not less than five (5) percent of the membership applications on file with the Secretary.

Conduct of Meetings

Rules of Order

Section 6.06. The Robert's Rules of Order, as amended from time to time, shall govern the meetings of members insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the law.

Voting

Section 6.07. Except as provided by these Bylaws, recommendations, positions, or policies adopted at any meeting within the Midtown Ventura Community Council will be by a majority vote of those in attendance.

ARTICLE VII. BOARD OF DIRECTORS

General Powers

Section 7.01. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors may exercise all powers vested in the Corporation.
Number

Section 7.02. The number of Directors shall consist of not more than fifteen, with a minimum of three. The exact number within such a minimum and maximum limit shall be fixed by resolution of the Directors from time to time. The number of Directors may be increased or decreased by amendment to the Bylaws duly adopted by approval of the members.

Qualifications

Section 7.03. The Directors of the Corporation shall be residents of the State of California, and shall consist of members of the Midtown Ventura Community Council.
Term of Office

Section 7.04. Each Director shall hold office for a period of one (1) year, and until such Director's successor is elected and qualifies under Section 7.03. of these Bylaws. In the event a Director is removed at a special meeting of the members called and held as prescribed by Section 6.03. of these Bylaws, such Director shall hold office until his or her removal and his or her successor is elected and qualifies.

Nomination

Section 7.05. Any person qualified to be a Director under Section 7.03. of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.

Election

Section 7.06. The Directors shall be elected at each annual meeting as prescribed by Section 6.02. of these Bylaws. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 7.03. of these Bylaws.

Compensation

Section 7.07. The Directors shall serve without compensation, other than to be reimbursed for expenses related to Board service upon approval by the Board of Directors.

Meetings

Call of Meeting

Section 7.08. Meetings of the Board may be called by the Chairman of the Board or the President or any Vice-President or the Secretary or any two (2) Directors.
Place of Meetings

Section 7.09. All meetings of the Board shall be held at the principal office of the Corporation as specified in Section 4.01. of these Bylaws.

Regular Meetings

Section 7.10. Regular meetings of the Board of Directors shall be held at the time to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required, except that formal notice of such time and place shall be provided for newly elected Board members.

Special Meetings

Section 7.11. Special meetings of the Board may be called by the Chairman of the Board or the President or any Vice-President or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days' notice by first-class mail, postage prepaid, or on forty-eight (48) hours' notice delivered personally or by telephone or telegraph.

Quorum

Section 7.12. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
Transactions of Board

Section 7.13. Except as otherwise provided in the Articles, in these Bylaws, or by law, 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 provided, however, that any meeting at which a quorum was 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 such meeting, or such greater number as is required by the law, the Articles, or these Bylaws.

ARTICLE VIII. COMMITTEES

Executive

Section 8.01. The Executive Board will consist of the Midtown Ventura Community Council Officers and the Chairman of duly appointed committees.
Qualifications for Executive Board

Section 8.02. Each Executive Board member must be a member of the Midtown Ventura Community Council. No member who holds an elective office with any public agency may serve on the Executive Board, nor may any member serve on the Executive Board who has filed his or her candidacy for elective office.

Powers of Executive Board

Section 8.03. The Executive Board shall have the power to make ongoing decisions between Board of Director meetings including the power and authority to make financial and budgetary decisions. The Executive Board will plan and direct all work necessary to meet the stated purposes of the Midtown Ventura Community Council and will have the authority to delegate duties and assign tasks as required. Each Executive Board member shall have one vote except the Chairman of the Executive Board who may only vote to break a tie.

Vacancies on Executive Board

Section 8.04. Any vacancy of a Council Officer on the Executive Board will be filled by appointment by a majority of the remaining Council Officers. Three (3) consecutive absences from regular Executive Board meetings will constitute resignation unless the member obtains permission from the Chairman.

Executive Board Meetings

Section 8.05. The Executive Board will meet as often as necessary, and at least once a month, to meet its stated duties. Executive Board meetings will be scheduled at the request of the Chairman or any four (4) of the Committee members. The Secretary will provide written notice of the Executive Board meeting to each Executive Board member seven (7) days prior to the meeting date.

Quorum for Executive Board Meetings

Section 8.06. A quorum for an Executive Board meeting will be a simple majority.

Other Committees

Section 8.07. The Executive Board may create Standing and Ad-Hoc committees to consider matters which are likely to be of concern to the Midtown Ventura Community Council. The Executive Board will dissolve a Committee after its purpose has been accomplished.

Committee Meetings

Section 8.08. Committees will meet as often as necessary to fulfill their work programs. The Chairperson of each committee will be responsible for checking the Council's master calendar before scheduling meetings, notifying Committee members of the meeting, and keeping the Executive Board advised of committee activities.

Vacancies on Other Committees

Section 8.09. Vacancies of any Committee Officer shall be filled by Committee vote.

Committee Officers

Section 8.10. Each Committee will select their own Officers -- Chairman, Vice-Chairman, and Secretary, as needed, to facilitate the work of the Council. The selected Committee Chairman will attend the next Executive Board meeting to be confirmed and accepted onto the Executive Board.

Committee Powers

Section 8.11. Each Committee will plan and direct all work necessary to meet it's stated purpose for the Council. The Chairman of each committee shall attend all Executive Board and Regular Council meetings, or notify the Chairman of the Board or Secretary when absence is unavoidable.

Reporting Responsibilities

Section 8.12. All committees will present their findings, recommendations, and minutes of meetings to the Executive Board.

Recall of Committee Chairman

Section 8.13. The Executive Board may withdraw it's confirmation and acceptance of a Committee Chairman as a member of the Executive Board, or each committee may withdraw it's Chairman upon written notice to the Executive Board, signed by two thirds of the members of that committee. That committee must select another Chairman for confirmation and acceptance to the Executive Board as described in Section 8.07.

Public Representation

Section 8.14. The Chairman of the Board is the official spokes person of and representative for the Midtown Ventura Community Council. No individual may speak for or obligate the Midtown Ventura Community Council in any way; or present any of its policies, positions, and/or recommendations, except as delegated by the Chairman of the Board or as noted below:

A. Any member may state their personal opinion as long as the following is included in their statement; "this statement is my personal opinion".

B. Any member may provide or read to anyone any Board approved press releases, resolutions, newsletters, or minutes of meetings.

C. A limited delegation of representatives may make presentations to Committee Chairmen in order to raise interest in their projects.

ARTICLE IX. OFFICERS

Number and Titles

Section 9.01. The Officers of the Corporation shall be the Chairman of the Board, a Vice-Chairman, a Secretary, a Treasurer, and a Correspondence Secretary. The Chairman of the Board is the general manager and chief executive officer of the Corporation.

NOMINATIONS

Section 9.02. Nominations for Officers will be selected by the Ad Hoc Nominations Committee and nominations from the floor during the Annual meeting. Any Council member may nominate eligible Council Members to a specific office. People nominated from the floor must be present to accept the nomination.
Elections

Section 9.03. Each Officer will be elected by a majority vote of the General Membership at the Annual Meeting of the Midtown Ventura Community Council.

Voting

Section 9.04. No absentee or proxy voting will be permitted.

Term of Office

Section 9.05. Each Council Officer will serve for a term of one (1) calendar year or until his or her successor has been elected. There is a term limited of two (2) consecutive terms for each officer. If a Council Officer's position is open at the time of the annual election, the newly elected Officer shall immediately take office to serve out the present year prior to commencing to serve the regular calendar year term. A partial year of service does not count as a full term for the purposes of term limits.

Officer's Duties

Section 9.06. The duties of all Officers shall include additional duties and responsibilities as may be prescribed from time to time by the Executive Board.

Specific Duties

Chairman

Section 9.07. The Chairman shall preside at all meetings of the Executive Board and General Council meetings. The Chairman is the official spokes person and representative for the Council.

Vice-Chairman

Section 9.08. The Vice-Chairman will perform the duties of the Chairman in his or her absence and will organize and conduct ongoing membership recruitment.

Secretary
Section 9.09. The Secretary will keep minutes and document attendance at all meetings of the Executive Board and General Council and be responsible for all records of the Midtown Ventura community Council. The Secretary may delegate custody of certain records to the Correspondence Secretary and Committee Secretaries. The Secretary will maintain a list of all records and their location. The Secretary will also give notice of all regular and special meetings of the Executive Board and General Council. The Secretary will:

1) prepare agendas for all meetings;

2) document in the official minutes that a quorum is present;

3) sign all minutes that have been approved by the Executive Committee or the General Council members.

Treasurer

Section 9.10. The Treasurer will have access and custody of all funds of the Midtown Ventura Community Council and accept and expend funds as directed by a majority vote of the Executive Board or the General Council members at any official meeting. The Treasurer shall also:

1) present a Treasurer's report, as of the end of the previous month, to all General Council meetings and Executive Board meetings;

2) prepare an end of year financial statement;

3) prepare and file all tax forms;

4) make the books available for audit as directed by the Executive Board.
Correspondence Secretary

Section 9.11. The Correspondence Secretary shall carry on the official correspondence of the Midtown Ventura Community Council and will perform the duties of the

Secretary in his or her absence.

Recall

Section 9.12. Each Officer will be subject to recall by the General Council membership. The Executive Board or a General Council meeting may, by majority vote, schedule a recall election for the next General Council meeting. The mailed, written notification of that meeting will indicate that a recall election will be held. A majority vote by secret ballot of those in attendance at that General Council meeting will be required for recall. Vacancies on the Executive Board created by recall will be filled at the same meeting by election of nominees offered from the floor. People nominated from the floor must be present to accept the nomination. Individuals elected to replace recalled Officers will serve out the remaining term of office.

ARTICLE X. CORPORATE RECORDS

Section 10.01. The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Corporation shall also keep a record of its members giving their names and addresses. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.

ARTICLE XI. FINANCES

Fund Raising

Section 11.01. The Midtown Ventura Community Council and any of its duly appointed Committees may undertake fund raising efforts to improve or implement its programs and may accept donations, grants, and gifts in order to carry out the stated purposes of the Council.

Fiscal Year

Section 11.02. The initial fiscal year of the Corporation shall begin on January 1 and shall terminate on December 31.

Loans Prohibited

Section 11.03. No loans shall be made by the Corporation to any Officer, Director, or Member.

Deposits

Section 11.04. All funds of the Corporation not otherwise employed shall be deposited in a timely fashion in such banks, trust companies or other depositories as the Board of Directors may select.

Checks

Section 11.05. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer, employee or agent of the Corporation, and in such a manner as shall from time to time be determined by resolution of the Board of Directors.

ARTICLE XII. CORPORATE INDEMNITY

Section 12.01. The Corporation shall indemnify its Officers and Directors to the fullest extent allowed by California law.

ARTICLE XIII. AMENDMENTS TO BYLAWS

Section 13.01. These Bylaws may be amended or repealed, and new Bylaws adopted, by a majority vote of the General Membership at a Midtown Ventura Community Council meeting if a quorum is present. Prior to the adoption of the amendment, the Members shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

Adoption of Policies and Procedures

Section 13.02. The Members and the Executive Board may adopt additional policies, procedures, and standing rules provided those additions are consistent with the provisions set forth in these Bylaws.

Reversal of Executive Board Actions

Section 13.03. The General Membership at a Council meeting may reverse any action passed by the Executive Board since the last General Council meeting, provided that two thirds (2/3) of the members in attendance vote for reversal.

CERTIFICATE OF SECRETARY

OF

MIDTOWN VENTURA COMMUNITY COUNCIL

a California Nonprofit Corporation

I hereby certify that I am the duly elected and acting Secretary of said Corporation and that the foregoing Bylaws, comprising twelve (12) pages, constitute the Bylaws of said Corporation as duly adopted at a meeting of the General membership thereof held on May 14, 1998.

Dated: , 1998

Mary Legeman, Secretary