BYLAWS OF

SAN DIEGO SCIENCE FICTION CONVENTIONS, INC.

   
    ARTICLE ONE: OFFICES.
    Section 1.01. Principal Office. The principal office of the corporation for the transaction of its business may be located in any area inside the county of San Diego, California, the United States of America. The current Principal Office is located at:
    From January 4th 2000
    2155 Crenshaw Street, San Diego, CA 92105

    From June 6th 2004
    19252 Camino Vista, Ramona, CA 92065

    From September 1st 2009
    1414 Souvenir Drive, El Cajon, CA 92021

    Section 1.02. Change of Address. The Board of Directors are hereby granted full power and authority to change the principal office of the Corporation from one location to another in the County of San Diego, California. Any such change shall be noted by the Secretary in the Bylaws, but shall not be considered an amendment of these Bylaws.
    Section 1.03. Other Offices. The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.
    ARTICLE TWO: MEMBERS.
    Section 2.01. Members Prohibited. The corporation shall not have any members.
    Section 2.02. Effect of Prohibition. Any action that would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights that would otherwise vest under the Nonprofit Public Benefit Corporation Law in the members shall vest in the Directors.
    ARTICLE THREE: Directors.
    Section 3.01. Numbers. The corporation shall have not less than seven (7) nor more than thirty-two (32) Directors, provided once the corporation has eleven (11) or more Directors, it shall have not less than eleven (11). The number shall be fixed from time to time, within the limits specified in this Section, by an amendment to this Section duly adopted by approval of the Board of Directors, as that term is defined in Section 5032 of the Corporation Code. The current number of Directors is 15 as of January 11th, 2004.
    Section 3.02. Qualifications. The Directors of the Corporation shall be at least eighteen (18) years of age and legally able to enter into a contract in the State of California.
    Section 3.03. Term of Office. Each Director shall hold office for the term of three (3) years or until a successor has been elected.
    Section 3.04. Nomination. Any person qualified to be a Director under Section 3.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.
    Section 3.05. Election. The Directors shall be elected by secret ballot conducted by postal mail, electronic mail or at a regular meeting of the Board of Directors as prescribed by Section 3.07 of these Bylaws. The candidates receiving the highest number of votes, up to the number of Directors to be elected, are elected, provided that each receives a minimum of N votes, where N is a majority of the number of current Directors. Directors shall be eligible for re-election without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 3.02 of these Bylaws. No Director shall be elected to the board if such election shall cause the ratio of San Diego County residents to non-San Diego County residents to fall below fifty percent (50%).
    Section 3.06. Compensation. The Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses.
    Section 3.07. Meetings.
    (a) Call of Meetings. Meetings of the Board may be called by the Chairman or any Vice-Chairman or any Secretary or the lesser of any five (5) or (N-1)/2 Directors, where N is the current number of Directors.
    (b) Place of Meetings. All meetings of the Board shall be held at a predetermined location within the County of San Diego as specified during the previous regular Board meeting.
    (c) Date and Time of Meetings. Regular meetings of the Board of Directors shall be held, without notice, on the second Sunday of January and the first Sunday of June at 1pm, or at another date and time during the those months as the President may designate.
    (d) Special Meetings. Special meetings of the Board may be called by the Chairman or any Vice-Chairman or any Secretary or the lesser of any five (5) or (N-1)/2 Directors, where N is the current number of 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, telegraph, or email. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
    (e) Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business, except as hereinafter provided. Any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken shall be approved by at least a majority of the required quorum for such meeting, or such greater number as is required by law, the Articles, or these Bylaws.
    (f) Eligibility for Voting. Directors more than three (3) months in arrears of any authorized financial obligation to the Corporation are ineligible to vote.
    (g) Transactions of Board. 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 and voting at a meeting duly held at which a quorum is present shall be the act of the Board of Directors.
    (h) Conduct of Meetings. In the absence of the Chairman or successor as designated by these Bylaws, any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary's absence, any person appointed by the presiding officer shall act Secretary of the Board. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting.
    (i) Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment.
    Section 3.08. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.
    Section 3.09. Removal of Directors.
    (a) Removal for Cause. The Board of Directors may declare vacant the office of a Director on the occurrence of any of the following events:
      1. The Director has been declared of unsound mind by a court order; or
      2. The Director has been convicted of a felony; or
      3. The Director has had more than three unexcused absences in a calendar year. An excused absence is considered to be a medical emergency, work requirements, or attendance at business on behalf of the organization.
    (b) Removal Without Cause. Director may be removed without cause if such removal is approved by the Board of Directors within the meaning of Section 5032 of the California Corporation Code.
    Section 3.10. Resignation of Director. Any Director may resign effective on giving written notice to the Chairman, any Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. A Director shall not resign where the Corporation would then be left without a duly elected Director or Directors in charge of its affairs.
    Section 3.11. Vacancies in the Board.
    (a) Causes. Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director; whenever the number of Directors is increased; and on the failure of the Directors in any election to elect the full number of Directors authorized.
    (b) Filling Vacancies. Vacancies on the Board of Directors may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director, including a vacancy created by the removal of a Director pursuant to Section 3.09 of these Bylaws according to Section 5224 of the California Corporation Code.
    Section 3.12. Assessments. The Board may levy such repayable assessments upon the Directors as it shall deem appropriate. The amount may be set from time to time by action of the Board. Repayment of assessments shall be at the sole discretion of the Board and must be in proportion to the amounts paid.
    ARTICLE FOUR: OFFICERS.
    Section 4.01. Number and Titles. The officers of the Corporation shall be a Chairman, one or more numbered Vice-Chairmen, a Recording Secretary, a Corresponding Secretary, a Chief Financial Officer/Treasurer, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. Any number of officers may be held by the same person, except that neither of the Secretaries nor the Chief Financial Officer shall serve concurrently as the Chairman.
    Section 4.02. Qualifications. The officers of the Corporation shall be members of the Board of Directors.
    Section 4.03. Elections. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the calendar year. The officers so elected shall assume office immediately, and their term of office shall be until their successors are elected. Nominations shall be made by the Board of Directors prior to the election, but nomination of an absent person is inadmissible unless the written consent of the nominee is submitted to the presiding officer. A majority of votes is required to elect. A preferential ballot shall be used for any office for which there are more than two candidates. Voting shall be by secret ballot.
    Section 4.04. Compensation. The officers of the Corporation shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses.
    Section 4.05. Duties of Officers.
    (a) Chairman. The Chairman shall be the General Manager and Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have supervision, at all meetings of the Board of Directors. Such officer shall perform all duties incident to the office of Chairman and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The Chairman is hereby authorized to exercise any right to vote or execute a proxy to vote shares of stock of any bonds, debentures, or other evidences of indebtedness of any other corporation or corporations owned or possessed by the Corporation. The Chairman may, in the ordinary course of business, make or authorize the making of any expenditure or obligation in any amount not exceeding five-hundred dollars ($500).
    (b) Vice-Chairmen. In the absence of the Chairman, or in the event of the Chairman's inability or refusal to act, the Vice-Chairmen in order, shall perform all the duties of the Chairman, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chairman. The Vice-Chairmen may, in the ordinary course of business, make or authorize the making of any expenditure or obligation in any amount not to exceed two-hundred dollars ($200). The Vice-Chairmen shall have other powers and performs such other powers and perform such other duties as may be prescribed by law, and the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
    (c) Recording Secretary. The Recording Secretary shall keep or cause to be kept at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors. The Recording Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors, and shall be regarded as the primary Secretary Officer of the corporation. All references as prescribed by law or these Bylaws to the term "Secretary" shall indicate the Recording Secretary.
    (d) Corresponding Secretary. The Corresponding Secretary shall be responsible for maintaining all correspondence to outside legal entities in the furtherance of establishing and maintaining the Corporation's legality and status, and shall report all such correspondence to the Board of Directors as requested by them. The office of Corresponding Secretary shall be secondary to the office of Recording Secretary, and all references as prescribed by law or these Bylaws to the term "Secretary" shall indicate the Recording Secretary.
    (e) Chief Financial Officer/Treasurer. The Chief Financial Officer/Treasurer of the Corporation shall keep and maintain in written form or in any other form capable of being converted into written form adequate and correct books and records of account of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books and records of accounts shall at all times be open to inspection by any Director of the Corporation. The Chief Financial Officer/Treasurer shall deposit all monies and other valuables in the name of and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer/Treasurer may, in the ordinary course of business, make or authorize the making of any expenditure or obligation in any amount not exceeding five-hundred dollars ($500). The Chief Financial Officer/Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors, and shall render to the Chairman and the Directors, quarterly and at such other times as requested by them, an account of all such officer's transactions as Chief Financial Officer/Treasurer, and of the financial condition of the Corporation. The Chief Financial Officer/Treasurer shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or these Bylaws.
    Section 4.06. Resignation and Removal of Officers. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Officers may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of all of the Directors.
    Section 4.07. Vacancies. Vacancies in any of the offices of the Corporation may be filled at the next meeting of the Board of Directors by secret balloting as described in Section 4.03 of these Bylaws.
    ARTICLE FIVE: CORPORATE RECORDS AND REPORTS.
    Section 5.01. Keeping Records. The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its Board of Directors and committees of the Board. 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.
    Section 5.02. Annual Reports. The Board may require an annual report to be prepared not later than ninety (90) days after the close of the Corporation's fiscal year. The report shall contain all the information required by Section 6321(a) of the California Corporation Code and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. The annual report shall be furnished to all Directors.
    Section 5.03. Annual Statement of Certain Transactions and Indemnifications. The Corporation shall furnish annually to its Directors a statement of any transaction or indemnification described in Section 6322(d) and (e) of the California Corporation Code, if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 5.02 of these Bylaws; or if no annual report is required, such annual statement shall be mailed or delivered to the Directors within one hundred twenty (120) days after the close of the Corporation's fiscal year.
    Section 5.04. Bylaws. The Bylaws may be amended at a scheduled meeting of the Board of Directors by a majority vote of all directors. A current copy of the Bylaws shall be available upon request from the Corresponding Secretary.
    STANDING RULES
    1. The Recording Secretary shall distribute written copies of the minutes of the previous meeting to all directors at least four (4) weeks prior to the next meeting.
    2. All contracts for conventions to be operated by the Corporation shall be made in the name of the Corporation.
    3. For the purposes of determining the San Diego residents to non San Diego residents ratio of section 3.05 of these bylaws when electing members, San Diego county residents shall be elected before non San Diego county residents (2004-1)
    The above copy of the Bylaws and Standing Rules of San Diego Science Fiction Conventions, Inc. is hereby certified to be true, correct, and complete.


Darrel Exline
Secretary
San Diego Science Fiction Conventions, Inc.

June 5th, 2005