Table of Contents

ARTICLE 1. OFFICES

SECTION 1. PRINCIPAL OFFICE
SECTION 2. CHANGE OF ADDRESS
SECTION 3. OTHER OFFICES

SECTION 1. OBJECTIVES AND PURPOSES
SECTION 2. NONPARTISAN ACTIVITIES

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
SECTION 2. QUALIFICATION OF MEMBERS
SECTION 3. ADMISSION OF MEMBERS
SECTION 4. FEES, DUES, AND ASSESSMENTS
SECTION 5. NUMBER OF MEMBERS
SECTION 6. MEMBERSHIP BOOK
SECTION 7. NON-LIABILITY OF MEMBERS
SECTION 8. NON-TRANSFERABILITY OF MEMBERSHIPS
SECTION 9. TERMINATION OF MEMBERSHIP
SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP
SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS

SECTION 1. PLACE OF MEETINGS
SECTION 2. ANNUAL MEETINGS
SECTION 3. SPECIAL MEETINGS OF MEMBERS
SECTION 4. NOTICE OF MEETINGS
SECTION 5. QUORUM FOR MEETINGS
SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION
SECTION 7. VOTING RIGHTS
SECTION 8. PROXY VOTING
SECTION 9. CONDUCT OF MEETINGS
SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING
SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES
SECTION 12. ACTION BY UNANIMOUS CONSENT WITHOUT MEETING
SECTION 13. RECORD DATE FOR MEETINGS

SECTION 1. NUMBER
SECTION 2. POWERS
SECTION 3. DUTIES
SECTION 4. TERMS OF OFFICE
SECTION 5. COMPENSATION
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
SECTION 7. PLACE OF MEETINGS.
SECTION 8. REGULAR MEETINGS
SECTION 9. SPECIAL MEETINGS
SECTION 10. NOTICE OF MEETINGS
SECTION 11. CONTENTS OF NOTICE
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLD MEETINGS
SECTION 13. QUORUM FOR BOARD OF DIRECTORS MEETINGS
SECTION 14. MAJORITY ACTION AS BOARD ACTION
SECTION 15. CONDUCT OF MEETINGS
SECTION 16. ACTION TAKEN BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
SECTION 17. VACANCIES
SECTION 18. NON-LIABILITY OF DIRECTORS
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS. OFFICERS, EMPLOYEES AND OTHER AGENTS
SECTION 20. INSURANCE FOR CORPORATE AGENTS

SECTION 1. NUMBER OF OFFICERS
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
SECTION 3. SUBORDINATE OFFICERS
SECTION 4. REMOVAL AND RESIGNATION
SECTION 5. VACANCIES
SECTION 6. DUTIES OF PRESIDENT
SECTION 7. DUTIES OF THE FIRST VICE-PRESIDENT
SECTION 8. DUTIES OF THE SECRETARY
SECTION 9. DUTIES OF THE TREASURER
SECTION 10. COMPENSATION

SECTION 1. EXECUTIVE COMMITTEE
SECTION 2. OTHER COMMITTEES SECTION
3. MEETINGS AND ACTIONS OF COMMITTEES

SECTION 1. EXECUTION OF INSTRUMENTS
SECTION 2. CHECKS AND NOTES
SECTION 3. DEPOSITS
SECTION 4. GIFTS

SECTION 1. MAINTENANCE OF CORPORATE RECORDS
SECTION 2. CORPORATE SEAL
SECTION 3. DIRECTORS' INSPECTION RIGHTS
SECTION 4. MEMBERS' INSPECTION RIGHTS
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
SECTION 6. ANNUAL REPORT
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

SECTION 1. FISCAL YEAR OF THE SSQ

SECTION 1. AMENDMENT

SECTION 1. AMENDMENT OF ARTICLES
SECTION 2. CERTAIN AMENDMENTS

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

SECTION 1. PURPOSES OF CHAPTERS
SECTION 2. FORMATION
SECTION 3. MANAGEMENT
SECTION 4. MEMBERSHIP
SECTION 5. FINANCE
SECTION 6. VIABILITY
SECTION 7. REVOCATION OF CHARTER
SECTION 8. AUTHORITY

SECTION 1. PRINCIPAL OFFICE.

The principal office of the corporation, the Society for Software Quality, hereafter called SSQ, for the transaction of its business is located in San Diego County, California. The mailing address for the SSQ shall be PO Box 96958, San Diego, CA 92138-6958.

The county of the SSQ's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:
___________________________________ Dated: ____________

The SSQ 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.

SECTION 1. OBJECTIVES AND PURPOSES

As a corporation organized and operated exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, the SSQ shall conduct public discussion groups, forums, panels, lectures, workshops, etc., which:

(a) Promote an increased knowledge of, and greater interest in, the disciplines of quality software engineering.
(b) Provide a means of communication between the public and persons and organizations participating in and benefiting from quality software engineering.
(c) Encourage original research in the area of quality software engineering.
(d) Foster dissemination of research results and other acquired knowledge to the public.
(e) Foster education and training in the disciplines of quality software engineering.

The SSQ is a public benefit corporation under the California Nonprofit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the SSQ shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the SSQ shall not participate or intervene in any political campaign on behalf of any candidate for public office, or for or against any cause or measure being submitted to the people for a vote. The SSQ shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

There shall be three (3) classes of membership in the SSQ:

(a) REGULAR members shall be persons active in or contributing to the arts, sciences, and technology of quality software.
(b) STUDENT members shall be persons pursuing a degree in the computer related field.
(c) INTERNATIONAL members shall be those persons who meet all the requirements of Regular members and who reside outside of the United States of America. This class shall be treated as a Regular member of the SSQ.

No member shall hold more than one membership in the SSQ. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of the SSQ, all memberships shall have the same rights, privileges, restrictions and conditions.

Any person who is active in or contributing to the arts, sciences, and technology of quality software or is pursuing a degree in a computer related field is qualified to become a member of this corporation.

Applicants shall be admitted to membership on making application therefor in writing and payment of the first annual dues, as specified in the following sections of this Bylaw.

(a) No fee shall be charged for making application for membership in the SSQ.

(b) The annual dues payable to the SSQ by members shall be in such amount as may be determined from time to time by resolution of the Board of Directors.

(c) The annual dues shall be equal for each class of member, but the Board of Directors may set different annual dues for each class of member.

(d) Memberships shall be nonassessable.

There is no limit on the number of members the SSQ may admit.

The SSQ shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the SSQ's principal office and shall be available for inspection by any Director or member of the SSQ during regular business hours.

The record of names and addresses of the members of the SSQ shall constitute the membership list of the SSQ and shall not be used, in whole or in part, by any person for any purpose not reasonably related to a member's interest as a member.

A member of the SSQ is not, as such, personally liable for the debts, liabilities, or obligations of the SSQ.

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.

SECTION 9. TERMINATION OF MEMBERSHIP

(a) Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:

(1) Upon his or her notice of such termination delivered to the President or Secretary of the SSQ personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
(2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the SSQ.
(3) Upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary or other officer of the SSQ, designated by the Board of Directors. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member' receipt of the written notification of delinquency.

(b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this Section, the following procedure shall be implemented:

(1) A notice shall be sent by first-class or registered mail to the last address of the member as shown on the SSQ' records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
(2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
(3) Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
(4) Any person expelled from the SSQ shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.

All rights of a member in the SSQ shall cease on termination of membership as herein provided.

Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of the SSQ would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.

SECTION 1. PLACE OF MEETINGS

Meetings of members shall be held at the principal office of the SSQ or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors.

The members shall meet annually during the month of November in each year, at a date and time designated by the Board of Directors, for the purpose of electing Directors-at-large and transacting other business as may come before the meeting. Cumulative voting for the election of Directors-at-large shall not be permitted. The candidates receiving the highest number of votes up to the number of Directors-at-large to be elected shall be elected. Each voting member shall cast one vote, with voting by ballot only. The annual meeting of members for the purpose for electing Directors-at-large shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting.

If by a majority vote, the Board of Directors elects to cancel the regular annual meeting, the election of Directors-at-large will be conducted using the alternate election procedure, described in Article 4, Section 11.

(a) Persons Who May Call Special Meetings of Members. Special meeting of the members shall be called by the Board of Directors, the Chairman of the Board, or the President of the SSQ. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members.

(a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the SSQ not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting.

(b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the SSQ or given by the member to the SSQ for the purpose of notice; or if no address appears or is given, at the place where the principal office of the SSQ is located or by publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

(c) Contents of Notice. Notice of membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time of the notice intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which Directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.

(d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or telegraph to the Chairman of the Board, President, First Vice-President or Secretary of the SSQ. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date, time, and location, of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more than ninety (90) days after receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give notice themselves.

(e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and whenever held, shall be as valid as though taken at a regular meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the SSQ records or made part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any matters specified in subparagraph (f) of this Section, the waiver of notice or consent shall state the general nature of the proposal.

(f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:

(1) Removal of directors without cause;
(2) Filling of vacancies on the Board by members;
(3) Amending the Articles of Incorporation; and
(4) An election to voluntarily wind-up and dissolve the SSQ.

A quorum shall consist of twenty (20) percent of the voting members of the SSQ.

The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting, provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.

In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.

Every act or decision done or made by a majority of voting members present or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of the SSQ, or these Bylaws require a greater number.

Each REGULAR member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by ballot.

Members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or by his or her duly authorized agent and filed with the Secretary of the SSQ, provided, however, that no proxy shall be valid after eleven (11) months from the date of its execution unless provided in the proxy. In any case, however, the maximum term of any proxy shall be three (3) years from the date of its execution. No proxy shall be irrevocable and may be revoked following the procedures given in Section 5613(b) of the California Nonprofit Public Benefit Corporation Law.

All proxies shall state the general nature of the matter to be voted on and, in the case of a proxy given to vote for the election of Directors, shall list those persons who were nominees at the time the notice of the vote was given to the members. In any election of Directors, any proxy which is marked by a member 'withhold' or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.

Proxies shall afford an opportunity for the member to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited. The proxy shall also provide that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith.

Meetings of members shall be presided over by the Chairman of the Board, or, if no such person has been so designated or, in his or her absence, the President of the SSQ or, in his or her absence, by the First Vice-President of the SSQ or, in the absence of each of these persons, by a Chairman chosen by a majority of the voting members, present in person or by proxy. The Secretary of the SSQ shall act as Secretary of all meetings of members, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of the SSQ or with any provision of law.

Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the SSQ distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the SSQ. Ballots shall be mailed or delivered in the manner required for giving notice of meetings in Sections 4(a) and 4(b) of this Article.

All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the SSQ in order to be counted.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked 'withhold' or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld, they shall not be counted as votes either for or against the election of a Director.

A written ballot may not be revoked after its receipt by the SSQ or its deposit in the mail, whichever occurs first.

The SSQ shall make available to members reasonable nomination and election procedures with respect to the election of Directors by members. Such procedures shall be reasonable given the nature and size and operation of the SSQ, and shall include:

(a) A reasonable means of nominating persons for election as Directors-at-large.
(b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.
(c) A reasonable opportunity for all nominees to solicit votes.
(d) A reasonable opportunity for all members to choose among the nominees.
(e) A reasonable opportunity for each SSQ chapter to elect their director to the SSQ Board of Directors.

The election of Directors-at-large will be conducted at the annual meeting as described in Article 4, Section 2. In the absence of an annual meeting, the following alternate procedure for the election of Directors-at-large will be conducted:

If by a majority vote, the Board of Directors elects to cancel the regular annual meeting, then the following alternate procedure for the election of Directors-at-large will be conducted:

(a) Written nominations will be provided to the SSQ Secretary no later than the end of August. Candidates must agree to serve, if elected, and must provide a brief biography to the Secretary. Additionally, if the candidate wishes, they may provide a brief statement describing why they would like to serve as a Director-at-large.
(b) The Secretary will prepare a ballot listing all candidates for the Director-at-large positions to be elected, including their biographies, at a minimum, and personal statements, if provided. Ballots will be mailed to all active SSQ members no later than the end of September. Members must return completed ballots to the Secretary by the end of October.
(c) The Secretary will tally the ballots and publish the results of the election prior to the end of November. The three nominees receiving the most votes will become the Directors-at-large on January 1st of the next year.

Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage) the SSQ shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the SSQ within five (5) business days after the request allows the nominee, at the SSQ's option, the right to do either of the following: (1) inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days prior written demand upon the SSQ, which demand shall state the purpose for which the inspection rights are requested; or (2) obtain from the Secretary, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors, as of the most recent date for which it has been compiled or as of the date specified by the nominee subsequent to the date of demand. The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.

If the SSQ distributes any written election material soliciting votes for any nominee for Director at the SSQ's expense, it shall make available, at the SSQ's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.

Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of electing Directors by any member present at the meeting in person or by proxy. However, if the SSQ has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5521 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the Board of Directors.

If the SSQ has five thousand (5,000) or more members, then the nomination and election procedures specified in Section 5522 of the California Nonprofit Corporation Law shall be followed by the SSQ in nominating and electing persons to the Board of Directors.

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.

SECTION 1. NUMBER

The SSQ shall have one (1) Director, elected by each SSQ chapter, and six (6) Directors-at-large, elected by all members of the SSQ, and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitation in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members of the SSQ, the activities and affairs of the SSQ shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

It shall be the duty of the Directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of the SSQ, or by these Bylaws.

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix compensation, if any, of all officers, agents and employees of the SSQ.

(c) Supervise all officers, agents and employees of the SSQ to assure that their duties are performed properly.

(d) Meet at such times and places as required by these Bylaws.

(e) Register their addresses with the Secretary of the SSQ, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Directors shall be elected at the annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualified. Term of office for chapter Directors shall be one (1) year. Term of office for Directors-at-large shall be two years, with three (3) Directors-at-large being elected in odd numbered years and three (3) Directors-at-large being elected in even numbered years.

Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the SSQ in any capacity other than Director unless such other compensation is reasonable and is allowable under provisions of Section 6 of this Article.

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, 'interested persons' means either:

(a) any person currently being compensated by the SSQ for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or

(b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law, of any such person.

Meetings shall be held at the principal office of the SSQ unless otherwise provided by the Board or at such place within or outside the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the SSQ shall only be valid if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the SSQ or after all Board members have been given written notice of the meeting as hereinafter provided for special meeting of the Board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another.

The first regular meeting of the Board of Directors in a new year shall be called by the SSQ President in January at a time and place convenient to the Directors. At this meeting, the Directors shall establish a schedule for regular meetings during the year. The Directors shall meet no less than six times during the year.

Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, the First Vice-President, the Secretary, or by any two Directors, and such meetings shall be held at the place, within or outside the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the SSQ.

Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days notice by first-class mail or forty-eight (48) hours notice delivered personally or by telephone or telegraph. If sent by mail or telegram, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as shown on the books of the SSQ. Notice of the time and place of holding adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

The transactions of any meeting of the Board, however called and noticed or whenever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as herein defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the SSQ records or made part of the minutes of the meeting.

A quorum shall consist of a majority of the Board of Directors then in office.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of the SSQ, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

When a meeting is adjourned for the lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business not withstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles for Incorporation or Bylaws of the SSQ.

Every act performed or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of the SSQ, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), requires a greater percentage or different voting rules for approval of a matter by the Board.

Meetings of the Board of Directors shall be presided over by the Chairman or the Board, or, if no such person has been so designated or, in his or her absence, the President of the SSQ or, in his or her absence, by the First Vice-President of the SSQ or, in the absence of each of these persons, by a Chairman chosen by a majority of the Directors present at the meeting. The Secretary of the SSQ shall act as Secretary at all meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary at the Meeting.

Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of the SSQ or with any provision of law.

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to the action. For the purposes of this section only, 'all members of the Board' shall not include any 'interested Director' as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of the SSQ authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.

The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order of judgement of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

If the SSQ has less than fifty (50) members, Directors may be removed without cause by a majority of all members, or, if the SSQ has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.

Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the SSQ would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General of California.

Vacancies on the Board may be filled by approval of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director. Vacancies created by the removal of a Director-at-large may be filled only by the approval of the members. Vacancies created by the removal of a Director representing a SSQ chapter may be filled only by the approval of the members of the affected chapter. The members of the SSQ may elect a Director at any time to fill any vacancy not filled by the Directors.

A person elected to fill a vacancy as provided in this Section shall hold office until the annual election of Board of Directors for the term of the office of the vacancy filled or until his or her death, resignation or removal from office.

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the SSQ.

To the extent that a person, who is, or was, a Director, officer, employee or other agent of the SSQ has been successful on the merits in defense of any civil, criminal, administrative or investigative proceedings brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the SSQ, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceedings.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against such expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the SSQ but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the SSQ (including a Director, officer, employee or agent of the SSQ) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the SSQ would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 1. NUMBER OF OFFICERS

The officers of the SSQ shall be a President, a First Vice-President, a Secretary, and a chief financial officer who shall be designated the Treasurer. The officers of the SSQ shall become voting members of the Board of Directors in all matters of the SSQ other than the election or removal of officers. The SSQ may also have, as determined by the Board of Directors, a Chairman of the Board, one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, or other officers who shall not be voting members of the Board of Directors. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairman of the Board.

Any person may serve as officer of the SSQ. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the SSQ. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the SSQ.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.

The President shall be the chief executive officer of the SSQ and shall, subject to the control of the Board of Directors, supervise and control the affairs of the SSQ and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of the SSQ, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairman of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or these Bylaws, he or she shall in the name of the SSQ, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors

In the absence of the President, or in the event of his or her inability or refusal to act, the First Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The First Vice-President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

The Secretary shall:

Certify and keep at the principal office of the SSQ or at such other place as the Board may determine, the original, or a copy of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the SSQ or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors and of regular members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the SSQ and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the SSQ under its seal is authorized by law or these Bylaws.

Keep at the principal office of the SSQ or at such other place as the Board may determine, a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any Director of the SSQ, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the Directors of the SSQ.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation of the SSQ, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Subject to the provisions of these Bylaws related to the "execution of Instruments, Deposits and Funds," the Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the SSQ, and deposit all such funds in the name of the SSQ in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the SSQ from any source whatsoever.

Disburse or cause to be disbursed the funds of the SSQ as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the SSQ's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

Exhibit at all reasonable times the books of account and financial records to any Director of the SSQ, or to his or her agent or attorney, on request thereof.

Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the SSQ.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Articles of Incorporation of the SSQ, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the SSQ, provided, however, that such compensation paid a Director for serving as an officer of the SSQ shall only be allowed if permitted under provisions of ARTICLE 5, Section 6, of these Bylaws. In all cases, any salaries received by officers of the SSQ shall be reasonable and given in return for services actually rendered the SSQ which relate to the performance of the charitable or public purposes of the SSQ.

SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of Directors then in office, designate two (2) or more of its members (who may also be serving as officers of the SSQ) to constitute an Executive Committee (additional non Directors may be added to the Committee) and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the SSQ, except with respect to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.

(b) The filling of vacancies on the Board or on any committee which has the authority of the Board.

(c) The fixing of compensation of the Directors for serving on the Board or on any committee.

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.

(f) The appointment of committees of the Board or the members thereof.

(g) The expenditure of SSQ funds to support a nominee for Director after there are more people nominated for Director than can be elected.

(h) The approval of any transaction to which the SSQ is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein form the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the SSQ records, and report the same to the Board from time to time as the Board may require.

The SSQ shall 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. These additional committees shall act in an advisory capacity only for the Board and shall be clearly titled as 'advisory' committees.

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provision of these Bylaws concerning meeting of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of the committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also by fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the SSQ to enter into any contract or execute and deliver any instrument in the name of and on behalf of the SSQ, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the SSQ by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the SSQ shall be signed by the Treasurer.

All funds of the SSQ shall be deposited from time to time to the credit of the SSQ in such banks, trust companies, or other depositories as the Board of Directors may select.

The Board of Directors may accept on behalf of the SSQ any contribution, gift, bequest, or devise for the charitable or public purposes of the SSQ.

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The SSQ shall keep at its principal office in the State of California:

(a) Minutes of all meetings of Directors, committees of the Board and all meetings of members, indicating the time and place of holding such meeting, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.

(b) Adequate and correct books and records of account, including accounts of its properties and business transaction and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership.

(d) A copy of the SSQ's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the SSQ at all reasonable times during office hours.

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept by the Secretary of the SSQ. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the SSQ.

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days prior written demand on the SSQ, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the SSQ, upon written demand and payment for a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of the demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the SSQ by the member, for a purpose reasonably related to such person's interests as a member.

Any inspection under the provision of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

The Board shall cause an annual report to be furnished not later then one hundred and twenty (120) days after the close for the SSQ's fiscal year to all Directors of the SSQ and, to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the SSQ as of the end of the fiscal year.

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

(c) The revenue or receipts of the SSQ, both unrestricted and restricted to particular purposes, for the fiscal year.

(d) The expenses or disbursements of the SSQ, for both general and restricted purposes, during the fiscal year.

(e) Any information required by Section 7 of this Article.

The annual report 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 SSQ that such statements were prepared without audit from the books and records of the SSQ.

If the SSQ receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts during the fiscal year, the SSQ shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of an SSQ officer, as specified by the above provisions of this Section relating to the annual report.

The SSQ shall mail or deliver to all Directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind: (a) Any transaction in which the SSQ or its subsidiary was a party, and in which either of the following had a direct or indirect material financial interest:

(1) any Director or officer of the SSQ or its subsidiary (a mere common directorship shall not be considered a material financial interest); or (2) any holder of more than ten percent (10%) of the voting power of the SSQ or its subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same person involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).

Similarly, the statement need only be provided with to respect indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any Director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the SSQ, the nature of such personal interest in the transaction and where practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

If the SSQ provides all members with an annual report according to the provisions of Section 5 of this Article, then such annual report shall include the information required by this Section.

SECTION 1. FISCAL YEAR OF THE SSQ

The fiscal year of the SSQ shall begin on the first day of January and end on the last day in December in each year.

SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

(a) subject to the power of the members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a Bylaw specifying or changing the fixed number of Directors of the SSQ, the maximum or minimum number of Directors, or changing from a fixed to variable Board or vice versa, may not be adopted, amended; or repealed except as provided in subparagraph (b) of this section; or

(b) by approval of the members of the SSQ.

SECTION 1. AMENDMENT OF ARTICLES

Amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of the SSQ.

Notwithstanding the above Section of this Article, the SSQ shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of the SSQ nor the name and address for its initial agent, except to correct an error in such statement or to delete either statement after the SSQ has filed a 'Statement by a Domestic Non-Profit Corporation' pursuant to Section 6210 of the California Nonprofit Corporation Law.

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, Director, officer, employee, or other person connected with the SSQ, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the SSQ, provided, however, that this provision shall not prevent payment to any such person or reasonable compensation for services performed for the SSQ in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the SSQ assets on dissolution or winding up of the affairs of the SSQ, all members of the SSQ shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the SSQ, whether voluntary or involuntary, the assets of the SSQ after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of the SSQ and not otherwise.

SECTION 1. PURPOSES OF CHAPTERS

A chapter is a unit of the SSQ formed to serve a given locality. Those chapters that have a general technical scope are called "Chapters," and those chapters that have particular technical scope are called "Local Special Interest Groups" (Local SIGs). Those Chapters that serve students at colleges and universities are called "Student Chapters". All chapters will be organized and operated exclusively for educational and scientific purposes.

Ten or more persons in a given locality who are members of may petition the Board of Directors for a charter as an SSQ chapter in that locality. A petition for charter as a Student Chapter shall contain the name of at least one SSQ Member who is willing to serve as its Chairman, and the name of at least one SSQ member who is willing to serve as its Sponsor. A petition for charter for other chapters shall contain the name of at least one SSQ member who is willing to serve as its Chairman. The Board of Directors shall accept or reject the petitions at its discretion, and shall specify the duration of charters. The Board of Directors shall inform the lead petitioner in writing of its decision.

Each chapter is governed by a set of bylaws that defines the officers of that chapter, and that contains minimal provisions established by the SSQ and approved by the Board of Directors. The bylaws of each chapter, and all amendments to them, must receive the approval of the President and the Secretary. These approvals must be obtained before any amendment may be distributed for vote to the members of the chapter. The officers of a chapter will be elected and vacant offices filled as provided in its bylaws. All officers must be SSQ members. For just cause, specific elected officers of a chapter may be removed by vote of at least two-thirds of the entire Board of Directors. The Sponsor of each Student Chapter will be appointed as provided in its bylaws. The Board of Directors will establish a procedure for confirming these appointments. All Sponsors of Student Chapters must be SSQ members.

Membership in a chapter shall be open to all SSQ members within the locality served by the chapter. Such members shall be entitled to vote in chapter affairs. Chapter bylaws may grant affiliate membership to others who are not SSQ members, but may not extend chapter voting privileges to those affiliate members.

The responsibility for collecting, holding and disbursing funds is delegated to all chapters under terms of a Financial Accountability Policy established by the Board of Directors. Each chapter must file an annual financial statement with SSQ. Should two or more chapters merge, all assets and liabilities become the responsibility of the surviving chapter. Should a chapter be dissolved, its assets and liabilities shall be transferred to SSQ and shall be supervised by the Board of Directors; an exception may be granted by the Board of Directors when there is a conflicting school or government regulation.

Minimum acceptable levels of activity within chapters are specified in a Viability Policy established by the Board of Directors. Each chapter is responsible for filing reports as required by SSQ. These include an annual activity report on the state of the chapter during the previous year, an annual financial report as required by the Financial Accountability Policy, and the closing reports for conferences and symposia sponsored by the chapter.

A chapter's charter may be revoked by a two-thirds vote of all members of the Board of Directors after the chapter has served a probationary period. In the event that the Board of Directors is to consider the revocation of any chapter's charter, prior notice of the proposed action shall be given to all affected SSQ members.

In case of conflict, the Articles of Incorporation, the Bylaws, and the policies set by the Board of Directors take precedence, in the order stated, over any provisions of chapter bylaws or internal policies.

This is to certify that I, the undersigned, am the presently elected and acting Secretary of the corporation and that the foregoing (21 pages) is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the members of said corporation on the date set forth below.

Dated and Signed by the Secretary

Revision Date: March 1, 1996