A California Nonprofit Corporation ARTICLE I. PURPOSE The purpose of BAY - L.I.S.A is to provide a forum and education opportunities for large installation system administrators in the San Francisco Bay Area and other parts of Northern California. ARTICLE II. OFFICES and MEMBERS Section 1. The principal office of the corporation for the transaction of its business is located in Santa Clara County, California. Section 2. The county of the corporation's principal office can be changed only by amendment of these Bylaws. The Board of Directors may, however, change the principal office from one location to another within the county. Section 3. This corporation shall have one class of members. Anyone interested in the problems and activities of large installation computer systems administration may become a member upon submission of annual dues and Board approval of application. An application form shall be designed to provide data for maintainance of membership address lists and tracking of member interests. Each Member shall be entitled to one vote, which may not be cast by proxy. ARTICLE III. BOARD OF DIRECTORS Section 1. The corporate powers of the corporation shall be vested in a Board of Directors which shall consist of no fewer than three nor more than ten members. Each director shall have one vote, which vote may not be cast by proxy. Absent Directors may not be represented by alternates. Election of directors shall take place at the regular annual meeting held in November, and shall be by a simple majority of those ballots received. Directors shall have two-year terms, and may be re-elected. Should a vacancy occur on the Board of Directors, the Board is empowered to select a replacement (who shall serve until the next annual meeting) by a simple majority vote of Directors present at a regularly scheduled Board meeting. Directors may be involuntarily removed from office before completion of their term only by a two-thirds vote of a quorum of the Board. Section 2. The presence of one-half of the Directors shall constitute a quorum for holding a valid meeting. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business despite loss of a quorum, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting (or a greater percentage if required by law, Articles or Bylaws). Section 3. Directors shall serve without compensation except that they may be paid their actual and necessary expenses incurred in performing their duties. Section 4. Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating can hear one another. Meetings shall be governed by Roberts' Rules of Order insofar as such rules are not in conflict with this Corporation's Articles or these Bylaws. There shall be monthly meetings of the Board at such times as shall be determined by the President or the Board. Monthly meetings (except for the November meeting, which shall be the Corporation's annual business meeting) may be cancelled if the President determines there is not enough board action needed to justify holding the meeting. The agenda for the meeting and minutes of the last meeting with a notice of the time and place of meeting shall be mailed to each Director at least three days prior to the meeting. Special meetings of the Board may be called at any time by the President or by three or more Directors. Notice of a special meeting shall be given (by the person(s) calling such meeting) to all Directors at least twenty-four hours before such meeting shall take place. ARTICLE IV. OFFICERS Section 1. Officers of this Corporation shall be a President, a Secretary, and a Chief Financial Officer. No person may serve concurrently as President and Chief Financial Officer. Officers shall be selected from the Directors of the Board, by a vote of the majority of the Board. Offices will be limited to one-year terms, although an officer may be a candidate for reselection. The Board may appoint other officers or agents as it may deem desirable, and shall define their term, authority, and duty. Any officer may be removed, either with or without cause, by the majority of the Board at any time. Any officer may resign at any time by giving written notice to the Board, President, or Secretary of the Corporation. Section 2. The President shall be chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and activities of the officers, including presiding at meetings of the Board and executing in the name of the Corporation such notes, contracts, checks, or other instruments which may from time to time be authorized by the Board. Section 3. The Secretary shall keep at the principal office of the Corporation: A current copy of the Corporation's Articles and Bylaws as amended or otherwise altered; A book of minutes of all meetings of the Directors, including the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present, and the proceedings thereof; Other records of the Corporation. In addition, the Secretary shall see that all notices are duly given in accordance with provisions of law or these Bylaws, exhibit at all reasonable times to any Director of the corporation (on request therefore) the Bylaws, minutes of proceedings of the Directors, and in general perform all duties incident to the office of Secretary as may be required by law, these Bylaws, or action of the Board of Directors. Section 4. The Chief Financial Offficer shall keep at the principal office of the Corporation: Adequate and correct records of account of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Other financial records of the Corporation. In addition, the Chief Financial Offer shall see that all books of account and financial records are currently maintained, be responsible for all funds and securities of the Corporation, deposit all such funds in the name of the Corporation in such financial institutions as shall be selected by the Board, render to the President and Directors (whenever requested) an account of any or all of the transactions as Chief Financial Officer and of the financial condition of the Corporation (including preparation of financial statements), and in general perform all duties incident to the offfice of Chief Financial Officer as may be required by law, these Bylaws, or action of the Board of Directors. Section 5. In the absence of an elected officer, another person may be appointed by the President or a majority of Directors present at a meeting to act as such officer of that meeting. Section 6. The Board of Directors may authorize indemnification of any agent of the Corporation (including a Director, officer, employee, or other agent) for expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with carrying out that agent's duties. The Board may authorize the purchase of liability insurance on behalf of the Corporation or any of its agents. ARTICLE V. COMMITTEES Section 1. An Executive Committee, consisting of two or more of the members of the Board (including officers), may be designated by the Board, which may delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except with respect to: a) The approval of any transaction to which this Corporation is a party and in which one of the Directors has a material financial interest, except as expressly provided in the California Nonprofit Public Benefit Corporation Law. b) The filling of vacancies on the Board or on any committee which has the authority of the Board. c) The adoption, amendment or repeal of Bylaws, or the amendment or repeal of any Board resolution not so amendable or repealable by its express terms. d) The appointment of committees of the Board or the members thereof. The Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease (but not below two) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report to the Board from time to time as the Board may require. Section 2. The Corporation may have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. Section 3. Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors (substituting the committee and its members for the Board and its members). The Board may also adopt rules pertaining to the conduct of meetings of committees to the extent such rules are not inconsistent with the provisions of these Bylaws. ARTICLE Vl. AMENDMENT Subject to any provisions of law applicable to the amendment of Articles and Bylaws of mutual benefit nonprofit corporations, the Articles and Bylaws of this Corporation may be altered, amended, repealed, or new Articles or Bylaws adopted by approval of a majority of the Board of Directors. Adopted May 2, 1991 by action of the Board of Directors at a regular meeting. Elizabeth Zwicky, Secretary