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fifty (50) or more members, by vote of a majority of the votes represented at a membership <br />meeting at which a quorum is present. <br />If this corporation has no members, Directors may be removed without cause by a majority of the <br />Directors then in office. Any Director may resign effective upon giving written notice to the <br />Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice <br />specifies a later time for the effectiveness of such resignation. No Director may resign if the <br />corporation would then be left without a duly elected Director or Directors in charge of its affairs, <br />except upon notice to the Attorney General. <br />Vacancies on the Board may be filled by approval of the Board or, if the number of Directors then <br />in office is less than a quorum, by (1) the unanimous written consent of the Directors then in <br />office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held <br />pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole <br />remaining Director. <br />If this corporation has members, however, vacancies created by the removal of a Director may be <br />filled only by the approval of the members. The members, if any, of this corporation may elect a <br />Director at any time to fill any vacancy not filled by the Directors. <br />A person elected to fill a vacancy as provided by this Section shall hold office until the next annual <br />election of the Board of Directors or until his or her death, resignation or removal from office. <br />SECTION 17. NON -LIABILITY OF DIRECTORS <br />The Directors shall not be personally liable for the debts, liabilities, or other obligations of the <br />corporation. <br />SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, <br />EMPLOYEES AND OTHER AGENTS <br />To the extent that a person who is, or was, a Director, officer, employee or other agent of this <br />corporation has been successful on the merits in defense of any civil, criminal, administrative or <br />investigative proceeding brought to procure a judgment against such person by reason of the fact <br />that he or she is, or was, an agent of the corporation, or has been successful in defense of any <br />claim, issue or matter, therein, such person shall be indemnified against expenses actually and <br />reasonably incurred by the person in connection with such proceeding. <br />If such person either settles any such claim or sustains a judgment against him or her, then <br />indemnification against expenses, judgments, fines, settlements and other amounts reasonably <br />incurred in connection with such proceedings shall be provided bythis corporation but onlyto the <br />extent allowed by, and in accordance with the requirements of, Section 5238 of the California <br />Nonprofit Public Benefit Corporation Law. <br />San Leandro Improvement Association Bylaws 10 October 2013 <br />