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<br />ARTICLE V <br />DIRECTORS <br /> <br />Section 5.01. <br /> <br />POWERS, <br /> <br />(a) General Corporate Powers. Subject to the limitations of the laws of the State <br />of California, the Articles of Incorporation, and these Bylaws, the business and <br />affairs of the Corporation shaH be controlled and all corporate powers shall be <br />exercised by or under the direction of the Board of Directors. <br /> <br />(b) Specific Powers. Without prejudice to these general powers, the Board of <br />Directors shall have the following powers and duties: <br /> <br />(1) To appoint and remove all officers and all agents and employees of <br />the Corporation and to prescribe their duties, fix their compensation, and <br />require from them security for faithful service of their duties. <br /> <br />(2) To conduct, manage, and control the affairs and business of the <br />Corporation, and to make such rules and regulations therefor not inconsistent <br />with the law, with the Articles of Incorporation, or the Bylaws, as they may <br />deem best. <br /> <br />(3) To borrow money and incur indebtedness for the purpose of the <br />Corporation, and cause to be executed and delivered, for the Corporation's <br />purposes and in the corporate name, promissory notes, bonds, debentures, <br />deeds of trust, mortgages, pledges, hypothecations, and other evidences of <br />debt and securities therefor. <br /> <br />(4) To exercise all other powers conferred by the Nonprofit Corporation <br />Law of the State of Cali fomi a and not otherwise limited by these Bylaws. <br /> <br />(5) Except for appointing or removing the President/CEO/CEO and <br />fixing his/her compensation, the Board of Directors may transfer any or all of <br />the above stated powers to a President/CEO/CEO. <br /> <br />Section 5,02. <br /> <br />NUMBER AND QUALIFICA TrON OF DIRECTORS. <br /> <br />(a) Number of Directors. The number of Directors shall not be less than eleven <br />(11) nor mare than nineteen (19). with the exact number to be fixed from time to <br />time by the Board of Directors. <br /> <br />(b) Qualification of Directors. The Directors shall be I\-1embers of the <br />Corporation and shall be persons who have demonstrated: <br /> <br />(1) Support ot"the purpose of the Corporation; <br /> <br />5 May /7.2003 Pinal <br />