The name of this association is the SACRAMENTO VALLEY PARALEGAL ASSOCIATION (the "corporation"), INC.

The principal office for the transaction of the activities, affairs and business of the corporation ("principal office") is located in Sacramento County, California.

The board of directors ("the board") may change the principal office from one location to another. The change of location of the principal office shall be noted by the Secretary on these bylaws opposite this section, or this section may be amended to state the new location.

This corporation is a nonprofit mutual benefit corporation organized under the California Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the California Nonprofit Mutual Benefit Corporation Law. This corporation is not organized for profit or to carry on any activity ordinarily carried on for profit. Notwithstanding any other provision of these bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation and shall not conduct any other activities not permitted to be carried on by a corporation exempt from federal income taxation under section 501(c)(6) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law) (the "IRC").

Within the context of the foregoing general purposes, this corporation is organized for the specific purposes of:

(A) fostering, promoting and improving the business conditions and standards of the legal assistant profession:

(B) promoting the public interest by educating the legal community, in particular, the public, in general, on the role of legal assistants in the delivery of high quality legal services; and

(C) promoting the common business and professional interests of legal assistants through sponsorship and encouragement of educational and informational activities and programs for their benefit.

The property, assets and net earnings of this corporation are irrevocably dedicated to the exempt purposes set forth in these bylaws. No part of the net earnings of this corporation shall inure to the benefit of or be distributed to any of its directors, trustees, officers, private shareholders or members or to private individuals.

Upon the winding up and dissolution of this corporation, the assets of the corporation remaining after payment, or provision for payments, of all debts and liabilities of the corporation shall be distributed to (a) such nonprofit fund, foundation, organization or corporation organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the IRC or (b) such nonprofit organization or corporation as shall at the time qualify as an exempt organization under section 501(c)(6) of the IRC.

Any person or entity dedicated to the purpose of this corporation and meeting the qualifications for membership shall be eligible for membership upon acceptance of the membership application by the board and payment of such dues and fees as from time to time may be fixed by the board for the particular class in which membership is sought.

This corporation shall have the following four (4) classes of membership:

(A) Voting Members. Any person who is a practicing legal assistant/paralegal in the State of California shall be eligible for voting membership. Voting members in good standing shall have the right to vote, as set forth below in section 5.07, on the election of directors and officers, on the disposition of all or substantially all for the assets of the corporation, on a merger and its principal terms or an amendment thereof, and on an election to dissolve the corporation. Additionally, voting members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law.

(B) Associate Member. Any person who at the time that membership is sought does not meet the requirements for either voting or student membership, but who is deemed by the board to be entitled to membership by virtue of either training or experience shall be eligible for associate membership. Associate members shall be entitled to participate fully in the activities and affairs of the corporation, except that they shall not be entitled to vote or to serve as directors or officers.

(C) Student Members. Any person who is enrolled and participating in a recognized legal assistant certification program or similar course of legal training or study shall be eligible for student membership. Student members shall be entitled to participate fully in the activities and affairs of the corporation, except that they shall not be entitled to vote or to serve as directors or officers.

(D) Sustaining Members. Any person or entity otherwise not qualifying for membership, but interested in supporting the purposes and goals of the corporation, shall be eligible for sustaining membership upon making a monetary, or equivalent in-kind, contribution to the corporation in an amount to be determined annually by the board. With respect to sustaining members who are other than natural persons, the board, in its discretion, may limit to not less than one (1) the number of natural persons authorized to participate in corporate activities and affairs in the capacity of representative or agent (the "authorized representative") of such sustaining and members shall be subject to all provisions of the bylaws and all laws applicable to nonmembers of this corporation. Sustaining members shall not be entitled to vote or to serve as directors of officers.

The corporation may refer to persons or entities of the associate, student and sustaining classes, or to other persons or entities associated with it, as "members," even though such persons or entities are not voting members as defined above in subsection 4.02(A), and no such reference shall constitute anyone a member within the meaning of section 5056 of the California Nonprofit Corporation Law unless such person or entity shall have qualified for membership in the voting membership class as set forth above in subsection 4.02(A). References in these bylaws to "members" shall mean members as set forth in said section 5056, that is, the members of the class described above in subsection 4.02(A).

Each member must pay, within the time and on the conditions established by the board, fees, dues and assessments in amounts to be fixed from time to time by the board. The fees, dues and assessments shall be equal for all members of each class, but the board, in its discretion, may set different fees, dues and assessments for each class. Those members who have paid the required fees, dues and assessments in accordance with this section shall be members in good standing.

(A) Causes of Termination. A membership shall terminate upon occurrence of any of the following events:

(i) Resignation of a member, upon notice to the corporation;

(ii) Expiration of the period of membership, unless the member is renewed on the renewal terms fixed by the board;

(iii) Failure of a member to pay dues, fees or assessments as fixed by the board within the time set by the board;

(iv) Occurrence of any event which renders a member ineligible for membership except to the extent that membership validly may be continued in a different class;

(v) Expulsion or suspension of a member pursuant to subsection 4.05(B) below, based on the good faith determination by the board or a committee of the board designated to make such determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.

(B) Procedure for Expulsion, Suspension or Termination. Following the good faith determination that a member should be suspended or expelled or a membership terminated or suspended, the procedure set forth below shall be followed.

(i) A member shall be given not less than fifteen (15) days’ prior notice of the proposed expulsion, suspension or termination, and the reasons therefor. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or certified mail, postage prepaid, to the last known address of the member as shown on the corporation’s records.

(ii) A member proposed to be expelled, suspended or terminated shall be given an opportunity to be heard, either orally or in writing, not less than five (5) days before the effective date of the proposed expulsion, suspension or termination. The hearing shall be held or the written statement considered by the board or by a committee of the board directed by the board to determine whether or not the proposed expulsion, suspension or termination should take place.

(iii) Prior to the effective date of the proposed expulsion, suspension, or termination, the board or committee of the board shall decide whether or not the member should be expelled, suspended or terminated or sanctioned in some other way. Notice of such decision shall be given to the affected member immediately and, if mailed, sent by first-class or certified mail, postage prepaid, to the last known address of the member as shown on the corporation’s records. The decision of the board or committee of the board shall be final. A suspended member is not a member in good standing.

(iv) Any action challenging an expulsion, suspension or termination of membership, including a claim alleging defective notice, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination.

A membership in the corporation is personal to the member and is not transferable, either voluntarily or by operation of law.

Meetings of the members shall be held at any place designated by the board or by the written consent, given before or after the meeting, of all persons entitled to vote.

An annual meeting of members shall be held on such date and at such time as from time to time shall be designated by the board. At this meeting, any proper business may be transacted, subject to subsections 5.04(b) and 5.05(a) below.

(A) Persons Authorized to Call. A special meeting of the members may be called for any lawful purpose by the board, or the president, or five percent (5%) or more of the voting members.

(B) Calling Meetings. If a special meeting is called by any person (other than the board) entitled to call a meeting, the request specifying the general nature of the business proposed to be transacted, shall be submitted in writing to the president or any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote,, in accordance with the provision of section 5.04, stating that a meeting will be held at a specified time and date filed by the board; provided however, that the date of such meeting shall not be less than thirty-five (35) nor more than ninety (90) days following receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person(s) requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time at which a meeting of members may be held when the meeting is called by the board.

(A) General Notice Requirement. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given in accordance with subsection 5.04(C) below, to each member entitled to vote. The notice shall specify the place, date and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted or (ii) in the case of the general and annual meetings, those matters which the board, at the time the notice is given, intends to present for action by the members, but any property matter may be presented at such meetings. The notice of any meeting at which directors or officers are to be elected shall include the names of all persons who are nominees at the time notice is given.

(B) Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only, if the notice or written waiver of notice states the general nature of the proposal(s):

(i) Removing a director without cause;

(ii) Filling a vacancy on the board;

(iii) Amending the articles of incorporation;

(iv) Approving a contract or transaction between the corporation and one or more directors or between the corporation and any entity in which a director has a material financial interest;

(v) Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the articles or bylaws when the corporation is in the process of winding up.

(C) Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given not less than ten (10) nor more than ninety (90) days before the date of the meeting, either personally or by first-class or certified mail, or by other means of written communication, charges and postage prepaid, addressed to each member entitled to vote at the address of that member appearing on the books of the corporation or at the address given by the member to the corporation for the purposes of notice. Notice may be published at least once in the corporation’s newsletter. Notwithstanding any other provision of this subsection (C), if notice is given by mail and such notice is not mailed first-class or certified, that notice shall be given not less than twenty (20) days before the meeting.

(A) Majority Required. A majority of the voting power of the corporation, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of members.

(B) Loss of Quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

Any general meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy; but in the absence of a quorum, no other business may be transacted at the meeting, except as provided above in subsection 5.04(B). The time and place of the adjourned meeting shall be announced at the meeting at which the adjournment is taken, and notice of the adjourned meeting need not be given; provided however, that if the adjournment is for more than forty-five (45) days or if a new record date is fixed for the adjourned meeting, notice pursuant to section 5.04 above, shall be given. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

(A) Eligibility to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, persons entitled to vote at any meeting of members shall be voting members in good standing as of the record date determined in accordance with section 5.10 below.

(B) Manner of Casting Votes. Voting may be by voice, or ballot, or proxy.

(C) Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.

(D) Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless voting by class or the vote of a greater number is required by the California Nonprofit Mutual Benefit Corporation Law or by the articles of incorporation.

(A) Written Waiver of Consent. The transaction of any meeting of members, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum be present, either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. The waiver of notice or consent or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in subsection 5.04(B) above, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(B) Waiver by Attendance. Attendance of a member at a meeting shall constitute a waiver of notice of and presence at that meeting, except when the member objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. In addition, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

(A) General. Any action that may be taken at any meeting of members may be taken without a meeting upon compliance with the provision of this section 5.09.

(B) Solicitation of Written Ballots. The corporation shall distribute one (1) written ballot to each member entitled to vote on the matter; ballots shall be mailed or delivered in the manner required by subsection 5.04(C), above, except that where the context so requires in order to given meaning and effect to this provision, references in said subsection 5.04(C) to "notice" shall be changed to "ballot" and references to "meeting" shall be construed to mean the date determined in accordance with subparagraph (ii) below, of this subsection (B). All solicitations of votes by ballot shall:

(i) indicate the number of responses or the percentage of approvals needed to meet the requirement;

(ii) specify the date by which the ballot must be received in order to be counted;

(1) set forth the proposed action;

(2) provide the members with an opportunity to specify approval or disapproval of any proposal; and

(3) provide a reasonable time within which to return the ballot to the corporation:

Any form of written ballot distributed to ten (10) or more members (if the corporation has one hundred (100) or more members) shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith. In any election of directors and officers, a written ballot which is marked by a member "withhold" or otherwise is marked in a manner indicating that the authority to vote is withheld, shall not be voted.

(C) Quorum; Approval by Majority Vote. Approval by written ballot shall be valid only when the number of votes cast by ballot, including those ballots marked "withhold," within the time specified equals or exceeds the quorum required to be present at the meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(D) Revocation. A written ballot may not be revoked.

(E) Filing. All written ballots shall be filed with the secretary of the corporation and maintained in the corporate records for a period of at least three (3) years.

Any action required or permitted to be taken by the members may be taken without a meeting if all members individually or collectively shall 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.

(A) If Determined by the Board. For the purposes of determining the members entitled to notice of any meeting of the members, board may fix, in advance, a record date, which shall not be more than ninety (90) nor less than ten (10) days before the date of the meeting. For purposes of determining the members entitled to vote at a meeting of members or entitled to exercise any rights in respect of any other lawful action, the board may fix, in advance, a record date, which shall be not more than sixty (60) days prior to the date of the meeting or of such other action. For the purpose of determining the members entitled to vote by written ballot, the board may fix, in advance, a record date which shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited.

(B) If Not Determined by the Board.

(i) Record Date for Notice of Voting. If not fixed by the board, the record date for determining members entitled (a) to receive notice of a meeting of members shall be the business day next preceding the day on which notice is given, or, if notice is waived, the business day next preceding the day on which the meeting is held, and (b) to vote at the meeting, shall be day on which the meeting is held.

(ii) Record Date for Action by Written Ballot. If not fixed by the board, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

(iii) Record Date for Other Action. If not fixed by the board, the record date for determining members entitled to exercise any rights in respect of any other lawful action shall be date on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

(C) "Record Date" Defined. For purposes of this section 5.11, a person holding a membership as the close of business on the record date shall be deemed a member of record.

(A) Right of Members. Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the member or the member’s attorney in fact.

(B) Revocability. A validly executed proxy that does not state that it is irrevocable shall continue in force and effect until (i) revoked by the member executing it before the vote is case pursuant to that proxy, (a) by a writing delivered to the corporation stating that the proxy is revoked, or (b) by a subsequent proxy executed by such member and presented to the meeting, or (c) as to any meeting, by personal attendance and voting at a meeting by such member, or (ii) written notice of the death or incapacity of the maker of the proxy, or the termination of a membership as a result thereof, is received by the corporation before the vote pursuant to the proxy is counted.

Notwithstanding the foregoing provision of this subsection (b) no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three (3) years from the date of execution. The revocability of a proxy that states on its fact that is irrevocable shall be governed by section 7613 of the California Nonprofit Mutual Benefit Corporation Law.

The president, at least four (4) calendar months before the close of each fiscal year, shall appoint a committee to select qualified candidates for election to the board and as officers. As soon as is practicable after selection of the nominating committee, the nominating committee shall forward to each member a notice of election advising members of their nomination rights under section 6.02 below, specifying the date by which nominations by members must be received in order to be placed on the ballot and indicating the election date, which shall be the date by which ballots are to be received in order to be counted (the "election date"). The nominating committee shall select candidates and shall make its report to the board thereon at least forty-five (45) days before the election date. The nominating committee thereafter shall forward to each member, in accordance with the requirements of section 5.11 above, a ballot listing the names of all candidates nominated pursuant to this section and section 6.02 below.

Any voting member may nominate candidates for directors and officers. The nominating committee shall cause the names of the candidates to be placed on the ballot pursuant to section 6.01 above, along with the names of those candidates selected by the nominating committee.

If there is a meeting to elect directors and officers, any member present at the meeting in person or by proxy may place names in nomination.

The board shall formulate procedures which allow a reasonable opportunity for a nominee to communicate to the members the nominees’s qualifications and reasons for candidacy, a reasonable opportunity for all nominees to solicit votes and a reasonable opportunity for all members to chose from among the nominees.

Without authorization of the board, no corporate funds may be expended to support a nominee for director after there are more people nominated for director than can be elected.

(A) General Corporate Powers. Subject to the provision and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws and any limitations contained in the articles of incorporation and these bylaws relating to action required to be approved by the members, the activities and affairs of the corporation shall be managed, and corporate powers shall be exercised, by or under direction of the board.

(B) Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the directors shall have the power to:

(i) Appoint and remove at the pleasure of the board all agents and employees of the corporation; prescribe powers and duties for the officers, agents and employees or the corporation that are contingent with the law, with the articles of incorporation and with these bylaws; and fix their compensation and require form them security for faithful performance of their duties.

(ii) Change the principal office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct affairs and activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting of members.

(iii) Adopt and use a corporate seal; prescribe the forms of membership certificates consistent with the provisions of section 7313 of the California Nonprofit Mutual Benefit Corporation Law; and alter the form of the seal and certificates.

(iv) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bond, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.

The minimum authorized number of directors shall be eight (8). The board shall include three (3) directors at large and the following officers of the corporation: the president, the vice president, the vice president of membership, the secretary, and the treasurer. Only voting members of the corporation in good standing shall be eligible to serve as members of the board.

The three (3) directors at large and the five (5) officers comprising the board shall be elected at an annual meeting of members by a quorum of those eligible voting members in attendance, to hold office from January 1 through December 31 of each year, or until their successors are duly elected and qualified. Each director, including a director elected to fill a vacancy shall hold office until expiration of the term of which elected and until a successor has been elected and qualified.

(A) Events Causing a Vacancy. A vacancy or vacancies on the board shall exist on the occurrence of the following:

(i) The death or resignation of any director of officer;

(ii) The declaration by resolution of the board of directors of a vacancy in the office of a director who has been declared of unsound mind by an order of the court or convicted of a felony, or in the event that the corporation holds assets in charitable trust, has been found by a final order of judgment of any court to have breached a duty arising under section 7238 of the California Nonprofit Mutual Benefit Corporation Law;

(iii) The vote of the members to remove any officer;

(iv) The increase of the authorized number of directors;

(v) The failure of the members, at any meeting at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.

(B) Resignations. Except as provided in this subsection, any director may resign effective upon giving notice to the chairperson of the board, if any, or the president, or the secretary, or the board member, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a later time, the board may elect a successor to take office effective as of the date on which the resignation becomes effective.

(C) Filling Vacancies. Except for a vacancy created by the removal of a director by the members, vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining office. The members may fill any vacancy or vacancies not filled by the directors and shall fill any vacancy created by removal of a director by the members.

(D) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Meetings of the board shall be held at any place that has been designated by resolution of the board or in the notice of the meeting, or if not stated in the notice or if there is no notice or resolution of the board, at the principal office of the corporation. Any meeting may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.

The board shall hold a regular meeting in January of each year for the purposes of organization, ratification of nominated National Federation of Paralegal Associations (NFPA) and California Alliance of Paralegal Associations (CAPA) representatives, as defined below in sections 14.01 and 14.02, and the transaction of any other business which properly may be brought before the meeting. The secretary shall make notice to all board members four (4) days prior to said meeting by first class mail, or forty-eight (48) hours’ notice delivered personally or by telephone, including a voice messaging system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means.

Other regular meetings of the board may be held without notice on such dates and at such times and places as from time to time may be fixed by the board.

(A) Authority to Call. Special meetings of the board for any purpose may be called at anytime by the president, any vice president or any two (2) directors.

(B) Notice.

(i) Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail; (c) by telephone communication, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director; (d) by telegram, charges prepaid; or (e) or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means. All such notices shall be given or sent to the director’s address, telephone or electronic mail address as shown on the records of the corporation.

(ii) Time Requirements. Notice sent by first-class mail shall be deposited in the United States mails, postage prepaid, at least four (4) days before the time set for the meeting. Notices by personal delivery, telephone, telegraph or electronic mail, shall be given at least forty-eight (48) hours before the time set for the meeting.

(iii) Notice Contents. The notice shall state the time of the meeting and the place. It need not specify the purpose of the meeting.

A majority of the authorized number of directors entitled to vote constitutes a quorum of the board of directors for the transaction of business. The following matters require the affirmative approval of a majority of the number of directors entitled to vote: adoption, amendment or repeal of by-laws, approval of contracts or transactions between the corporation and one or more of the directors and any entity in which a director, has a financial interest, and indemnification of directors. A meeting at which a quorum is initially present, may continue to transact business, notwithstanding the withdrawal of directors, if any action is taken is approved by at least a majority of the required quorum for that meeting.

Notice of a meeting need not be given to any director who signs a waiver of notice or a written consent to the holding of the meeting or an approval of the minutes thereof, whether before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consent and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to such director.

A majority of the directors present at a meeting of the board, whether or not a quorum is present, may adjourn the meeting to another place and time.

Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice of the adjournment to another time and place shall be given before the time of the adjourned meeting to the directors who are not present at the time of the adjournment.

Any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

Directors shall receive no compensation for their services to or on behalf of the corporation, but shall be entitled to such reimbursement of expenses as may be determined by resolution of the board to be just and reasonable as to the corporation at the time the resolution was adopted.

The board, by resolution adopted by a majority of the number of directors then in office, may designate one or more committees with legal authority to act for the corporation to the extent specified in the resolution creating such committee, each consisting of two (2) or more directors, the president of the corporation as an ex officio nonvoting member, and no persons who are not directors, to serve at the pleasure of the board. In the same manner, the board may appoint members and alternates; alternates may replace any absent members at any meeting. Any such committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:

(A) Take any final action on matters which, under the California Nonprofit Mutual Benefit Corporation Law, also, requires approval of the members or approval of a majority of all members;

(B) Fill vacancies on the board or in any committee which has the authority of the board;

(C) Fix compensation of the directors for serving on the board or on any committee;

(D) Amend or repeal bylaws or adopt new bylaws;

(E) Amend or repeal any resolution of the board of directors which by its express terms is not so amendable and appealable;

(F) Appoint any other committees of the board or the members of these committees;

(G) With respect to any assets held in charitable trust, approve any contract or transaction between the corporation and one (1) or more of its directors or between the corporation and an entity in which one (1) or more of its directors have a material financial interest, subject to the special approval provisions of California Corporation Code section 5233(d)(3).

Meetings and actions of committees of the board shall be governed by, held and taken in accordance with, the foregoing provisions of Article VII of these bylaws, concerning meetings and other actions of the board, except that the time for regular meetings of such committees and the calling of special meetings thereof may be determined either by resolution of the board, or in the absence of a board resolution, by resolution of the committee. Minutes shall be exempt of each meeting of any committee of the board and shall be filed with the corporate records. The board may adopt rules for the government of any committee not inconsistent with the provision of these bylaws, or in the absence of rules adopted by the board, the committee may adopt such rules.

The board may from time to time create and appoint members to serve on such other committees as it deems necessary or advisable to carrying on the business and affairs of the corporation. These committees shall have such powers, duties and authority as the board may delegate to them, provided, however, that such committees shall not have the authority of the board and may not exercise the powers of the board except to the extent that such powers could be delegated to any person under section 7210 of the California Nonprofit Mutual Benefit Corporation Law. The president of the corporation shall be an ex officio nonvoting member of any committee created pursuant to this section.

The officers of the corporation shall be a president, a vice president, a vice president of membership, a secretary and a treasurer. The corporation may also have, at the discretion of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of section 9.03, below, provided, however, that such additional officers shall not be members of the board unless they also hold one of the offices specified above in section 7.02.

The officers of the corporation except those appointed in accordance with the provisions of section 9.03 below, shall be elected annually by the members as specified in section 7.03.

The board may appoint and may authorize the president or another officer to appoint any other officers that the corporation may require. Such officers shall serve at the pleasure of the board and shall have the title, hold office for the period, have the authority and perform the duties specified in the bylaws or determined from time to time by the board. Vacancies in such offices shall be filled by and at the discretion of the board.

Except for officers appointed by the board pursuant to section 9.03 above, and without prejudice to the rights, if any, an officer may be removed with or without cause by the vote of a majority of the voting members taken at a meeting held for that purpose.

Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, or the corporation under any contact to which the officer is a party.

Except as provided above in section 9.03, a vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in section 7.04 of these bylaws for filling vacancies on the board.

(A) President. Subject to such supervisory powers as given by the board, the president, subject to the control of the board, shall be the general manager of the corporation and generally supervise, direct and control the activities and affairs and the officers of the corporation. The president shall preside at all meetings of members, and all meetings of the board. The president shall serve as ex officio non- voting member of all committees created pursuant to sections 8.02 and 8.03, above, and have such other powers and duties as may be prescribed by the board or by the bylaws.

(B)Vice Presidents. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board or, if not ranked, a vice president designated by the board, shall perform all the duties of the president and, when so acting, shall have the powers of and be subject to all of the restrictions upon the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the board or by the bylaws.

(C) Secretary.

(i) Book of Minutes. The secretary shall keep or cause to be kept, at the principal office or such other place as the board may direct, a book of minutes of all meetings and actions of the board, of committees of the board and of members, with the time and place of holding, whether annual, regular or special, and if special, how authorized, the notice given, the names of those present at board and committee of the board meetings, and the number of members present or represented at members’ meetings. The secretary shall keep or cause to be kept at the principal office in the State of California, a copy of the articles of incorporation and bylaws, as amended to date.

(ii) Notices, Seal and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of members, of the board and of committees of the board required by these bylaws to be given. The secretary shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board or by the bylaws.

(D) Treasurer

(i) Membership Records and Books of Account. The treasurer shall keep, or cause to be kept, at the principal office or at a place determined by resolution of the board a record of the corporation’s members, showing the names of all members, their addresses and the class of membership held by each. In addition, the treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the members and directors such financial statements and reports as are required by these bylaws to be given. The books of account shall be open to inspection by any director at all reasonable times.

(ii) Deposit and Disbursement of Money and Valuables. The treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board, shall disburse the funds of the corporation as may be ordered by the board, shall render to the president or chairperson of the board, if any, when requested, any account of all transactions as treasurer and of the financial condition of the corporation and shall have such other powers and perform such other duties as may be prescribed by the board or by the bylaws.

(iii) Bond. If required by the board, the treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money and other property of every kind in the possession or under the control of the treasurer upon death, resignation, retirement or removal from office.

(A) Right of Indemnity. To the full extent permitted by law, this corporation shall have the power to indemnify its directors, officers, employees and other agents and persons described in Section 7237(a) of the California Nonprofit Mutual Benefit Corporation Law, including a person formerly occupying any such position (the "agent"), against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in said section 7237(a) and including an action by or in the right of the corporation, by reason of the fact that such person is or was a person described by said section 7237(a). "Expenses," as used in these bylaws, shall have the same meaning as set forth in section 7237(a) of the California Nonprofit Mutual Benefit Corporation Law.

(B) Approval of Indemnity. Upon written request submitted to the board by any agent seeking indemnification, the board shall indemnify the agent for expenses incurred if the agent has been successful on the merits in defense of any proceeding designated in section 7237(b) of (c) of the California Nonprofit Mutual Benefit Corporation Law. Otherwise, the board promptly shall determine whether the applicable standard of conduct set forth in section 7237(b) or section 7237(c) of the California Nonprofit Mutual Benefit Corporation Law has been met and whether indemnification is allowed under section 7237(c) and (h) of said Law; if so, the board may authorize indemnification. If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of disinterested directors, the board promptly shall call a meeting of members. At such meeting, the voting members, excluding any member requesting indemnification, shall determine whether the applicable standard of conduct set forth in section 7237(b) or (c) of the California Nonprofit Mutual Benefit Corporation Law has been met and whether indemnification is allowed under section 7237(c) and (h) of said Law; if so, the voting members present at the meeting in person or by proxy may authorize indemnification.

(C) Advance of Expenses. Expenses incurred by an agent in defending any proceeding may be advanced in the corporation prior to the final disposition of the proceeding upon receipt by the corporation of an undertaking by or on behalf of such agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified by the corporation.

The corporation shall have the power to purchase and maintain insurance on behalf of its officers, directors, employees and other agents against any liability asserted against or incurred by an officer, director, employee or agent in such capacity or arising out of the officer’s director’s, employee’s or agent’s status as such whether or not the corporation otherwise would have the power to indemnify that person.

The corporation shall keep:

(A) Adequate and correct books and records of account;

(B) Minutes in written form of the proceedings of its members, board and committees of the board;

(C) A record of its members, giving their names and address and the class of membership held by each;

(A) Subject to section 8330 and following of the California Nonprofit Mutual Benefit Corporation Law and unless the corporation provides a reasonable alternative pursuant to subsection 11.02(b) below, any member may do either or both of the following for a purpose reasonably related to such member’s interest as a member.

(i) Inspect and copy the record of members’ names, addresses and voting rights during usual business hours on five (5) days’ prior written demand upon the corporation, which demand must state the purpose for which the inspection rights are requested; or

(ii) Obtain from the vice president of membership, upon written demand and tender of a reasonable charge, a list of names, addresses and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The vice president of membership shall make this list available to the member on or before the later of ten (10) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.

(B) The corporation, within ten (10) business days after receiving a demand, may make a written offer of an alternative method of reasonably and timely achieving the purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer shall be in writing and shall state the reasons that the proposed alternative method does not meet the proper purpose of the demand.

(C) Subject to section 8330 and following the California Nonprofit Mutual Benefit Corporation Law, where the corporation reasonably believes that the information will be used for purpose other than one reasonably related to a person’s interest as a member, or where it provides a reasonable alternative pursuant to subsection 11.02(B), above, it may deny the member access to the membership list.

(D) Any member may inspect the accounting books and records and minutes of the proceedings of the members, the board and committees of the board upon written demand to the corporation at any reasonable time for a purpose reasonably related to such person’s interest as a member.

(E) Any inspection and copying under this section 11.02 may be made in person or by an agent or attorney of the member and the right of inspection includes the right, at the demanding member’s expense, to copy and make extracts; any right of inspection extends to the records of each committee.

The corporation shall keep at its principal office in this State, the original or a copy of the articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during normal business hours.

Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and records of each of its committees. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

(A) Preparation and Delivery to Members. The corporation shall notify each member yearly of the members’ right to receive a financial report pursuant to this section. Except as provided below in subsection 11.05(C), upon written request of a member, the board promptly shall cause the most recent annual report to be sent to the requesting member. An annual report shall be prepared not later than one hundred twenty (120) days after the close of the corporation’s fiscal year. Such report shall contain the following information in appropriate detail:

(i) A balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.

(ii) A statement of the place where the names and addresses of current members are located.

(iii) Any information required by section 11.06, below.

(B) Accountant’s Report. The report required by subsection 11.05(A) above shall be accompanied by any report thereon of independent accountants, or if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

(C) Inapplicability to Certain Corporations. This section 11.05 does not apply if the corporation does not have more than one hundred (100) members or does not have more than ten thousand dollars ($10,000) in assets at any time during the fiscal year.

(A) Annual Statement. If the corporation does not issue an annual report to all members, the corporation annually shall prepare and mail or deliver to its members and furnish to its directors, within one hundred twenty (120) days after the close of the corporation’s fiscal year, a statement of any transaction or indemnification of the following kind, briefly describing:

(i) Unless approved by members pursuant to the provision of section 7233(a) of the California Nonprofit Mutual Benefit Corporation Law, any transaction (or number of transactions with the same person) involving more than fifty thousand dollars ($50,000.00) in which the corporation, its parent or any committee was a party, and in which either of the following interest persons had a direct or indirect material financial interest:

(1) Any director of officer of the corporation, its parent or any committee;

(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or any committee.

(ii) The names of interested persons involved, their relationship to the corporation, the nature of such person’s interest in the transaction, and where applicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

(B) Indemnification and Advances. The report shall describe briefly the amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the corporation pursuant to section 10.01 of these bylaws, unless such indemnification has been approved by the members pursuant to the provision of section 7237(e)(2) of the California Nonprofit Mutual Benefit Corporation Law.

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California Nonprofit Mutual Benefit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term "person" includes both legal entity and a natural person.

New bylaws may be adopted or these bylaws may be amended or repealed by approval of the members, provided, however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would:

(A) Materially and adversely affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer in a manner different than such action affects another class;

(B) Materially and adversely affect such class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

(C) Increase or decrease the number of memberships authorized for such class;

(D) Increase the number of memberships authorized for another class;

(E) Effect an exchange, reclassification or cancellation of all or part of the memberships of such class; or

(F) Authorized a new class of memberships.

Further, where any provision of these bylaws requires the vote of a larger proportion of the members than otherwise required by law, such provision may not be altered, amended or repealed except by the vote of such greater number. No amendment may extent the term of a director beyond that for which such director was elected.

(A) Membership Rights Limitation. Subject to the rights of members under section 13.01, above, the limitations set forth in this section, the board may adopt, amend, or repeal bylaws unless the action would:

(1) Materially and adversely affect the rights to voting, dissolution, redemption or transfer;

(2) Increase or decrease the number of members authorized in total or for any class;

(3) Effect an exchange, reclassification of the memberships; or

(4) Authorize a new class of membership.

(B) Number of Directors. Once members have been admitted, a bylaw specifying or changing a fixed number of directors or the minimum or maximum number or changing from a fixed to a variable board or vice versa may be adopted only by the approval of the members.

(C) Voting Requirement. If any provision of these bylaws requires the vote of a larger portion of the board than otherwise required by law, such provision may not be altered, amended or repealed except by such greater vote.

(D) Members’ Approval Required. The board may not adopt, amend or repeal, without the approval of the members, any bylaw if the adoption, amendment or repeal thereof would:

(i) Increase or extend the terms of directors;

(ii) Allow one or more directors to hold office by virtue of designation or selection rather than by election by a member or members;

(iii) Increase the quorum for member’s meetings;

(iv) Change proxy rights;

(v) Authorize cumulative voting.

A Primary and a Secondary Representative to the National Federation of Paralegal Associations ("NFPA") shall be elected by the board from among the voting members in good standing of the corporation. Such representatives shall be elected at each annual business meeting of the board. No one member may serve simultaneously as an NFPA and a CAPA representative, as the latter is defined below in section 14.02.

A Primary and a Secondary Representative to the California Alliance of Paralegal Associations ("CAPA") shall be elected by the board from among the voting members in good standing of the corporation. Such representatives shall be elected at each annual business meeting of the board. No one member may serve simultaneously as a CAPA and an NFPA representative.

The Primary Representative to NFPA and the Primary Representative to CAPA shall have the following powers and duties:

(A) General. The Primary representative shall be the spokesperson for the corporation in NFPA or CAPA matters, as the case may be, shall represent the corporation as set forth below in subsection 14.03(B) and shall perform such other or additional duties and have such other additional responsibilities as may be assigned from time to time by the board.

(B) Voting. When the agenda for any regular meeting of NFPA or CAPA is received before the date of any meeting of the board which precedes such NFPA or CAPA meeting, the Primary Representative shall submit the agenda to the board for an advisory vote with respect to all proposed resolutions appearing on the agenda. The Primary Representative shall present the board’s position at such NFPA or CAPA meeting and shall vote in accordance with the advisory vote of the board. When NFPA or CAPA requires a vote of its members on a given resolution or agenda item and the timing of the vote is such that the matter cannot be presented at a meeting of the board, the Primary Representative, in his or her discretion, shall vote on behalf of the corporation with respect to such resolution or agenda item and shall inform the board, at is next regular meeting, of the vote so cast.

(C) Expenditures. The Primary Representative shall not authorize or approve any expenditure by the corporation to or on behalf of NFPA or CAPA without the board’s prior approval or authorization of such expenditure.

(D) Resignation or Removal and Filling Vacancies. Any representative may resign at any time upon written notice to the board. Any NFPA or CAPA Representative may be removed as such representative with or without cause by the vote of sixty-six and two-thirds percent (66 2/3%) of the directors in office, whether or not a quorum. Vacancies in the position of NFPA or CAPA Representative shall be filled by a majority vote of directors then in office, whether or not a quorum, or by a sole remaining officer.

(E) Secondary Representative. In the absence of the primary representative, or in the event of the inability or refusal of the primary representative to act, the Secondary representative shall perform the duties of the Primary representative and when so performing such duties shall have all the powers of and be subject to all of the restrictions upon the Primary Representative.

The fiscal year of this corporation shall commence on January 1 and shall end on December 31 of each year.

I, the undersigned, certify that I am presently the duly elected and acting secretary of the SACRAMENTO VALLEY PARALEGAL ASSOCIATION, a California Nonprofit Mutual Benefit Corporation, and the above bylaws, consisting of twenty-five (25 pages, exclusive of this page, are the bylaws of this corporation as duly adopted at a meeting of the board of directors held on February 7, 2002 and by vote of the members effective as of February 27, 2002

Dated: February 27, 2002

BONNIE LALLY

Secretary

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