BY-LAWS OF BERKELEY GO CLUB, INC.

As adopted 5/15/2005

ARTICLE I - Members

Section 1: The members of this corporation shall consist of all persons who pay the membership dues to the Berkeley Go Club, Inc. A “full member” is a member whose membership is current and dues are paid for six or more consecutive months. Members whose dues are paid for fewer than six consecutive months are “limited members.”

Section 2: Each full member shall be entitled to one vote. The privilege of voting and holding office shall belong to full members.

Section 3: Membership is not transferable or assignable

Section 4: The Board of Directors may determine from time to time the amount, time and manner of payment of an initiation fee, if any, and the amount, time and manner of payment of annual dues payable to the Berkeley Go Club, Inc. by the members.

ARTICLE II - Meetings of Members

Section 1: All meetings of the members except as herein otherwise provided shall be held as directed by the Board of Directors of this corporation.

Section 2: The regular meeting of the members shall be held on the second Saturday of January of each year at the hour of 3:00 p.m. Should said day in any year fall on a holiday, the regular annual meeting of the members in such year shall be held at said hour of the next Saturday thereafter.

Section 3: Notice of the annual meeting of the members shall be given to the members entitled to vote, by the Secretary by sending a copy of the notice through email or other appropriate means, to the address of each such member as the same appears on the records of said corporation, or as supplied by a member for the purpose of notice, not less than thirty days before such meeting.

Section 4: Special meetings of the members may be called at any time for any purpose whatsoever by any two or more members of the Board of Directors or by a majority of the members.

Section 5: Notice of special meetings of the members, stating in general terms the purposes thereof, shall be sent via email or other appropriate means by the Secretary to each member entitled to vote at the member’s address, as the same appears on the records of the corporation, or as supplied by the member for purposes of notice, at least thirty days prior to the date of the special meeting.

Section 6: At any meeting of the members; a majority of the members shall constitute a quorum to transact business.

Section 7: The President, or, in the President’s absence, the Vice-President, or, in the absence of the President and Vice-President, a Chairperson, elected by the members present, shall call the meeting to order, and shall act as presiding officer thereof.

Section 8: The Secretary of the Corporation shall act as Secretary of all meetings of the members, and in the Secretary’s absence, the presiding officer may appoint any person to act as Secretary.

Section 9: At the regular meeting of the members, the members entitled to vote shall elect by ballot a Board of Directors as constituted by these By-Laws, and the Articles of Incorporation of this corporation.

            Section 10: Any member may appoint another member to vote in his or her place at the annual meeting. The member so appointed shall be referred to hereinafter as a proxy. When the context clarifies the meaning, such an appointment may be referred to as a proxy, rather than as a proxy appointment.

a. All proxy appointments must, except as hereinafter provided in subparagraph b, be in writing, must state with specificity the scope of the authority granted to the proxy, must be dated, must be signed by the member, and must be filed with the Secretary of the corporation at or before the meeting of the members.

b. A proxy appointment in the form of an email sent to the Secretary not less than forty eight hours before the start of the meeting of the members, and otherwise in compliance with this section, shall be valid notwithstanding the lack of a signature executed by the member.

ARTICLE III - Directors

Section 1: The corporate powers, business and affairs of the corporation shall be exercised, conducted, and controlled by a Board of Directors consisting of five directors, all of whom shall be members of the corporation.

Section 2: Each Director shall hold office until a successor shall have been elected and qualified.

Section 3: Any vacancy occurring in the office of Director by reason of death, resignation, or otherwise except vacancies caused by removal of the Board of Directors pursuant to the provisions of Section 310 of the Civil Code of the State of California, shall be filled by an appointee of the majority of the remaining directors, though less than a quorum. Such director, so appointed, shall hold office until a successor is elected at the next annual meeting of the members, or at any special meeting duly called for that purpose prior thereto. When one or more of the directors shall give notice of their resignation to the board, effective at a future date, the board shall have the power to fill such vacancy or vacancies to take effect when such resignations shall become effective. Each director so appointed shall hold office during the remainder of the term of office of the resigning director or directors, or until their successors are appointed and qualified.

Section 4: Immediately after the election of the directors at the annual meeting of the members, the directors shall meet for the purpose of organization, the election of officers, and the transaction of other business.

Section 5: All meetings of the Board of Directors shall be held as directed from time to time, by the board.

Section 6: Special meeting of the Board of Directors may be called at any time on the request of two or more directors. Special meetings of the Board of Directors may be conducted in person or via telephone conference call.

Section 7: A majority of the whole number of directors shall constitute a quorum for the transaction of business, and every act or decision of a majority of the directors present at a meeting at which a quorum is present, made or done when duly assembled, shall be valid as the act of the Board of Directors; but a majority of those present at the time and place of any stated or special meeting, although less than a quorum, may adjourn the same from time to time, or from day to day, without further notice, until a quorum shall attend, and when a quorum shall attend, any business may be transacted which might have been transacted at the meeting had the same been held on the day on which the same was originally appointed or called.

Section 8: The Board of Directors shall have full power and authority to borrow money on behalf of the corporation, including the power and authority to borrow money from any of the members, directors or officers of the corporation, and otherwise to incur indebtedness on behalf of the corporation, and to authorize the execution of promissory notes, or other-evidences of indebtedness of the corporation, and to agree to pay interest thereon; to sell, convey, alienate, transfer, assign, exchange, lease and otherwise encumber the property, real and personal, and the franchise of the corporation; to purchase, lease, and otherwise acquire property, real and personal, on behalf of the corporation; and generally to do and perform, or cause to be done and performed, every act which the corporation may lawfully do and perform.

Section 9: The directors of this corporation shall serve without compensation, except for actual expenses.

Section 10: The Board of Directors may appoint an executive committee of such board, and may delegate to such committee any of the powers and authority of the Board of Directors, except the power to adopt, amend or repeal By-Laws. Such Executive committee shall be composed of members of the Board of Directors and shall act only in the intervals between the meetings of the Board of Directors, and shall be subject at all times to the control of the Board of Directors.

Section 11: The Board of Directors shall have summary power by vote of a majority of its members to suspend, or to expel and terminate the membership cf any member of the Board of Directors of the Berkeley Go Club for conduct which in its opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity or prosperity of the corporation, or which is likely, in its opinion, to endanger the welfare, interest or character of the corporation, or for any conduct in violation of these By-Laws or of the rules and regulations of the corporation, which may be made from time to time. Such action by the Board of Directors may be taken at any meeting of the board upon the initiative of any member or members of such board. The proceedings of the Board of Directors in such matters shall be final and conclusive.

ARTICLE IV - Officers

Section 1: The executive officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer and such other officers as the Board of Directors may appoint.

Section 2: All of the officers of the corporation shall be elected by ballot of the Board of Directors.