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Shareholders or by court order may be filled only by the Approval Of the Shareholders. Each director so elected shall hold office until the next Annual Meeting of the Shareholders and until a successor has been elected and qualified. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting. The Shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors,but any such election by written consent shall require Approval By the Outstanding Shares. Any director may resign effective on giving written notice to the chairman of the board, President, Secretary, or Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office of that director expires. Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board of Directors. In the absence of such a designation,regular meetings shall be held at the.Principal Executive Office of the Corporation. Special meetings of the Board of Directors shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice,or there is no notice, at the Principal Executive Office of the Corporation. Any meeting of the Board of Directors, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting. Section 6. ANNUAL MEETING. Immediately following each Annual Meeting of the Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required. Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors skull be held without call at such time as shall from time to time be fixed by resolution of the Board of Directors. Such regular meetings of the Board of Directors may be held without notice. Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairperson of the Board or the President or any Vice President or the Secretary or any two (2) directors. Notice of the time and place of special meetings of the Board of Directors shall be delivered personally or made by telephone, including a voice messaging system or other system or technology designed to record and communicate messages,telegraph, facsimile,electronic mail, or other -8-