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Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.

Section 9. COMPENSATION OF DIRECTORS. Directors, as such, shall
not receive any stated salary for their services, but by
resolution of the board, expenses incurred on behalf of the
corporation may be reimbursed; provided that nothing herein
contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor.

Section 10. COMMITTEES. Committees of the board may be
appointed by resolution passed by a majority of the entire board.
Committees shall be composed of two or more persons, and shall
have such- powers as may be expressly delegated to them by such
resolution, except those powers expressly made non-de leg able by
the California Corporations Code.

Section 11. RESIGNATIONS. Any director may resign effective
upon g1v1ng written notice to the President, the Secretary, or
the Board of Directors, unless the notice specifies a later time
for -•-the effectiveness of the resignation. Upon the resignation
of a director, the Board of Directors shall elect a. successor.
If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.

"'\ ARTICLE IV
OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a
President, the Secretary, and a Chief Financial Officer. The
corporation may also have, at the discretion of the Board of
Directors, one or more Vice-Presidents, one or more Assistant
Secretaries, and such other off ice rs as shall be appointed in
accordance with the provisions of the By-Laws.

Section 2. ELECTION. The officers of the corporation, shall be
chosen by the Board of Directors, and each shall serve at the
pleasure of the board.

Section 3. SUBORDINATE OFFICERS. The Board of Directors may
appoint such other officers as the business of the corporation
may require, each of whom shall hold office for such period, have
such authority, and per form such a uties as are provided in the
By-Laws or as the Board of Directors may from time to time
determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be removed,
either with or without cause, by the Board of Directors, at any
meeting of the board, or, except in the case of an officer chosen
by the Board of Directors, by any officer upon whom such power of

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