The agent for service of process shall be the President of the Corporation who shall receive mail at the principal mailing address of the Corporation as specified in Article I, Section 1.01, of these By-Laws.

Section 1.01. Principal Office: The principal office of the Corporation for its transactions of business shall be P.O. Box XXX, Sacramento, California 95xxx.

Section 2.01. Classification and Qualification of Members: The Corporation shall have six (6) classes of members as follows. The qualifications of the respective classes of members of the association shall be as hereinafter set forth. No person may be a member, and no member may retain his membership, who has for any reason other than honorable retirement changed his qualifying status voluntarily or involuntarily, except that any member in good standing who shall terminate and serve his service in the classification of eligibility for membership in any other manner than by honorably as provided herein these By-Laws, may continue as a member of this Association by herein these By-Laws, may continue as a member of this Association by written approval of the Board of Directors and upon the payment of the annual dues; otherwise, the membership of such person shall terminate forthwith at the time when such termination of eligibility shall occur. No person shall hold more than one (1) class.

1. General Membership - is open to any person who is involved with the practice, policy development or instruction in Crime Prevention Through Environmental Design in the State of California . Membership approval shall be based on a combination of prior experience, education, or employment in CPTED related professional fields of law enforcement, architecture, engineering, education, landscape architecture, planning or other professional disciplines as deemed appropriate by the Executive Board. General members have full voting rights, may hold office and may serve on all standing and ad hoc committees so long as they maintain current membership. Any individual member may be removed from Association membership when sufficient cause exists. This action shall be done by vote of a majority of the Board of Directors.
2. Associate Membership - shall be open to individuals interested in the field of CPTED and the benefits which may be derived through the proper application of CPTED principles and strategies. This class of membership is reserved for those who are not active practitioners or working in CPTED related professions and wish to support the mission, goals and objectives of the Association while expanding their personal knowledge in the field.
(2) All others not included in Article II, Section 2.03(a), (b)(1), upon approval of the Association Board of Directors.

Section 3.01. Meetings of members shall be held at the principal office of the Corporation or at such location within the State of California as may be designated from time to time by resolution of the Board of Directors. Section 3.02. Date and Time: The members shall meet, minimally, annually at a time and location as set by the Board of Directors, for the purpose of transacting such proper business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 4.0 of these By-Laws. If the election of Directors shall not occur at any such meeting of the members, the Board shall or five (5%) percent of the members may cause the election of Directors to be held at a special meeting of members called and held as soon as it is reasonably possible after the adjournment of the regular meeting of the members. If the day fixed for the regular meeting of members falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day. Section 3.03. Special Meetings: Special meetings of members shall be called by the Board of Directors or the President of the Corporation or pursuant to Section 3.02 of these By-Laws for regular meetings of members or at such times and places within the State of California as may be ordered by resolution of the Board of Directors. Where the purpose is any lawful purpose, five (5%) percent or more of the members of the Corporation may call meetings for such purpose. Section 3.04. Notice of Meetings: Written notice of every meeting of members shall be either personally delivered or mailed by first class United States mail, postage prepaid not less than thirty (30) days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat. In the event notice is given by mail or other means of written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Corporation or at the address given by the member to the Corporation for the purpose of notice. When no such address appears or is given, notice shall be given at the principal office of the Corporation. The Secretary of the Corporation shall execute an Affidavit of the giving of the notice of the meeting of the members. In the case of a specially called meeting of members, notice that a meeting will be held at a time requested by the person or persons calling the meeting not less than thirty-five (35) days nor more than ninety (90) days after receipt of the written request from such person or persons by the President or Secretary of the Corporation shall be sent to the members forthwith, and in any event, within twenty (20) days after the request was received.
Section 3.05. Content of Notice: The notice shall state the place, date and time of the meeting. In the case of regular meetings, the notice shall state those matters which the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.
Section 3.06. Waivers, Consents and Approvals: The transactions of any meeting, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present in person, and if, either before or after the meeting, each of the persons entitled to vote but not present in person signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. Section 3.07. Quorum: A majority of the voting members present shall constitute a quorum for the transaction of any business. Section 3.08. Voting of Membership: (a) Entitlement: Each voting member is entitled to one (1) vote on each matter submitted to a vote of the membership. Only ACTIVE MEMBERS are considered voting members of CalDOCA. (b) Record Date of Membership: The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of and to vote at any meeting of members. Such former record date shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting. (c) Cumulative Voting: Cumulative voting shall not be authorized for the election of directors for any purpose. (d) Proxy Voting: Members entitled to vote shall not be permitted to vote or act by proxy. Any amendment of this provision creating or expanding proxy rights shall be adopted with approval by the members. For purposes of this provision of these By-Laws, "Approval by the Members" shall assume the same definition set forth in Section 5034 of the Corporations Code. Section 3.09. Action without Meeting by Written Ballot: (a) Ballot Requirements: Subject to the limitations specified in Section 3.09(b) of these By-Laws and contained in the Articles of the Corporation, any action which may be taken at any regular or special meeting of members may be taken without a meeting. The Corporation shall distribute 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 any proposal, and provide a reasonable time within which to return the ballot to the Corporation. (b) Limitations Pertaining to Election of Directors: Directors may be elected by written ballot, except that election of Directors by written ballot shall not be permitted where the Directors are elected by cumulative voting pursuant to Section 5616 of the Corporations Code. (c) Solicitation of Ballots: Ballots shall be solicited in a manner consistent with the requirements of giving notice of members' meetings set forth in Section 3.04 of these By-Laws and of voting by written ballot set forth in Section 3.09(d) of these By-Laws. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted. (d) Voting by Written Ballot: The form of written ballots distributed to ten (10) or more members shall afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matt4ers intended, at the time the written ballot is distributed, to be acted on by such written ballot. The form shall also provide, subject to reasonable specified conditions, that where the person solicited specified a choice with respect to any such matter the vote must be cast in accordance therewith. In any election of Directors, any form of written ballot in which the Directors to be voted on are named therein as candidates and 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. (e) Revocation of Ballot: Unless otherwise provided in the Articles of Incorporation of the Corporation or these By-Laws a written ballot may not be revoked. Section 3.10. Conduct of Meetings: (a) The President of the Corporation, or in his or her absence, the Vice-President, shall be Chairman of and shall preside over the meetings of the members. (b) Secretary: The Secretary of the Corporation shall act as the secretary of all meetings of members; provided that in his or her absence, the Chairman of the meetings of members shall appoint another person to act as secretary of the meetings. (c) The Robert's Rules of Order, as may be amended from time to time, shall govern the meeting of members in so far as such rules are not inconsistent with or in conflict with these By-Laws, the Articles of Incorporation of this Corporation, or rules governing agenda, motions and related matters. Any member who desires to offer a motion or resolution, or to speak at any meetings of the Association, shall first rise in his place and address the president officer, announcing his name and office or occupation. Section 3.11. Inspectors of Election: (a) Appointment: In advance of any meeting of members, the Board may appoint inspectors of election to act at the meeting and any adjournment thereof. The number of inspectors shall be three (3). (b) Duties: The inspectors of election shall perform the following duties: (1) Determine the number of voting memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; (2) Receive votes, ballots or consents; (3) Hear and determine all challenges and questions in any way arising in connection with the right to vote; (4) Count and tabulate all votes and consents; (5) Determine when the polls shall close; (6) Determine the result; and (7) Do such acts as may be proper to conduct the election or vote with fairness to all members. The Inspectors shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. (c) Vote of Inspectors: The decision, act or certificate of a majority of the inspectors in effective in all respects as to the decision, act or certificate of all. (d) Report and Certificate of Inspector: On request of the Chairman or any member of member's proxy, the inspectors of election shall make a report in writing concerning the performance of their duties and execute a certificate of any fact found by them. Any report or certificate made by the inspectors shall be prima facie evidence of the facts stated therein.

Section 4.01. Numbers: The Corporation shall have four (4) Directors. Collectively, the Directors shall be known as the Board of Directors. Section 4.02. Qualifications: The Directors of the Corporation shall also be active members of the Corporation. Section 4.03. Term of Office: Each Director shall hold office for a one (1) year term immediately following the annual meeting of members at which Director was elected, and/or until such Directors successor is elected and qualifies under Section 4.02 of these By-Laws. In the event a Director is removed at a special meeting of the members called and held as previously prescribed in sections set forth in these By-Laws, such Director shall hold office until his or her removal or resignation. Section 4.04. Nomination: Any person qualified to be a Director under Section 4.02 of these By-Laws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law. Section 4.05. Election: (a) Election of Board Officers shall take place at the last regularly scheduled meeting of the business year, prior to the end of the business year (June 30). (b) Election of officers may, at the direction of the Board, take place by email, postal mail, or other format, as approved by the existing Board of Directors. Section 4.06. Compensation: The Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending the meetings of the Board. Section 4.07. Meetings: (a) Meetings of the Board may be called by the President, the Vice President, the Secretary or any two (2) Directors. (b) All meetings of the Board shall be held at the principal office of the Corporation as specified in these By-Laws, or as changed from time to time as provided in these By-Laws. (c) Annual Meeting of the Board: At minimum, there shall be one Annual Meeting of the Board of Directors. (d) Special Meetings: Special meetings of the Board may be called by any two (2) Directors or more, with at least one from each Chapter. (e) Quorum: A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided. (f) Transactions of the Board: Except as otherwise provided in the Articles, in these By-Laws, or by law, every act or decision done or 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 provided; however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by the law, the Articles, or these By-Laws. (g) Conduct of Meetings: The President, or in his or her absence, any Director selected by the directors present shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting. Section 4.08. Action Without Meeting: Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. 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 such Directors. Section 4.09. Powers and Duties: (a) To exercise all the corporate powers of the chapter and to supervise and control its business affairs, subject only to the limitations and restrictions provided by law and by these By-Laws. (b) To approve and provide procedures for approval of applications for membership in the said chapter. (c) To authorize the execution of contracts and other agreements necessary to the efficient conduct of the business of the chapter. (d) To approve the financial budget, supervise receipts and expenditures, and set up proper procedures for the safekeeping and accounting of all funds of the chapter. (e) To incur indebtedness in the name of the Corporation for such sums as are necessary for the operation and management of the Corporation. (f) To approve in advance all expenditures or encumbrances of the Corporation's funds. Section 4.10 Removal of Board Officer for Cause Any State Board Member may be removed by the Board of Directors whenever, in its judgment, the duties of that Officer have been neglected or the integrity of the Association has been compromised. Such removal shall be by unanimous vote by remaining Board members.

Section 5.01. Number and Titles: The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Member At Large, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable the Board to sign instruments on behalf of the Corporation. Any number of offices may be held by the same person, except that the Secretary may not serve concurrently as the President of the Board. Section 5.02. Appointment and Resignation: The officers shall be chosen by the Board and serve at the pleasure of the Board, subject to the rights, if any, of an office under any contract of employment. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Section 5.03. Qualifications: Any ACTIVE MEMBER as specified in these By-Laws who is in good standing with his/her employing agency, is eligible to hold elective office in the Association. Section 5.04. Election and Term of Office: The Officers for the corporation shall be elected by the Board of Directors and shall serve for a term of one (1) year or until a successor has been elected. Section 5.05. Duties of the President: The President of the Corporation shall have the following powers and duties: (a) To preside at all meetings of the Board of Directors and to call special meetings of aid Board at any time. (b) To appoint the chairman and other personnel of the standing committees and such special committees as deemed essential to administer the affairs of each chapter. Any vacancy occurring in the membership of any committee shall be filled by appointment for the unexpired term by the president of that chapter. (c) To direct the planning of the affairs of the Corporation subject to the advice and direction of the Board of Directors. (d) To make an annual report of Association activities to two (2) Annual Chapter Meetings and to any Board of Director's meeting. (e) To be ex-officio member of all the standing committees of the Association except as otherwise provided by the By-Laws. (f) To function as the Association's Chief Financial Officer. (g) To perform such other duties as may properly appertain to his/her office and as usually performed by a President of an organization, and as provided elsewhere in the By-Laws. Section 5.06. Vice-President: It shall be the duty of the Vice-President to perform all of the duties of the President during the latter's absence or inability to act during the period of any vacancy while in the office of President. Section 5.08. Secretary: The Secretary shall keep or cause to be kept at the principal office of the Corporation, or at such other place as the Board of Director may order, a book of Minutes of all meetings of the Board of Directors. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors.

Section 6.01. Number of Chapters: The Corporation shall be organized into two (2) Chapters, hereinafter entitled "Southern Chapter" and "Northern Chapter". The functions of said Chapters shall be as hereinafter set forth in these By-Laws, or as determined and decided by the Board of Directors of this Corporation from time to time.

Section 7.01. Records: The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Corporation shall also keep a record of its members giving their names and addresses in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form. Section 7.02. Annual Report: The Corporation shall notify each member yearly of a member's right to receive a financial report pursuant to Corporations Code Section 8321(a). Except where the Corporation does not have more than one hundred (100) members or more than ten thousand dollars ($10,000) in assets at any time during the fiscal year, on the written request of a member the board shall promptly cause the most recent annual report to be sent to the requesting member. The annual report shall be prepared not later than one hundred and twenty (120) days after the close of the Corporation's fiscal year. The annual report shall contain in appropriate detail the following: (1) 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; (2) a statement of the place where the names and addresses of the current members are located; and (3) any information concerning certain transactions and indemnifications required by Corporations Code Section 8322. The annual report shall be accompanied by any report thereon of independent accounts or, if there is not such a report, the certificate of any authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. Section 7.03. Annual Statement of Indemnifications: The Corporation shall furnish annually to its members a statement of any transaction or indemnification described in Corporations Code Section 8322(d) and (e), if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 7.02 of these By-Laws. Section 7.04. Corporate Seal: The Board of Directors shall adopt a corporate seal which shall be in the following form and design: A circular seal containing the date of incorporation and the name of the Corporation. The Secretary of the Corporation shall have the custody of the seal and shall affix it in all appropriate cases to all Corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument.

Section 8.01. Definitions: For the purposes of this Article VIII "agent" means any person who is or was a director, officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, office, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under Section 4 or 5(b) of this Article VIII.

Section 9.01. Limitations: Except as otherwise provided in these By-Laws, the Board may, by duly adopted resolution, authorize any officer or agent of the Corporation to enter into any contract, or to execute and deliver any instrument, in the name of and on behalf of this Corporation. Such authorization may be general or may be confined to specified instances. Unless expressly so authorized, no officer, agent, employee shall have any power of authority to bind the Corporation by contract or engagement or to pledge its credit or to render it liable pecuniary for any purpose or in any amount. Section 9.02. Execution of Instruments and Papers: Unless otherwise expressly required by the Board or by law, deeds and other conveyances, promissory notes, deeds of trust, mortgages, and other evidence of indebtedness of the Corporation and share certificates shall be executed, signed, or endorsed, as the case may be, by the Chairman of the Board, if any, or by the President or a Vice-President of the Corporation and by the Treasurer or any Assistant Treasurer or Signatures on share certificates only may be facsimile. Section 9.03. Check Signing: All checks, drafts, or other orders for the payment of money issued in the name of the Corporation shall be signed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board. Section 9.04. Deposit and Withdrawal of Funds: (a) All funds of the corporation, including all checks, drafts, or other orders for the payment of money payable to the Corporation, shall be deposited by the President from time to time to the credit of the corporation with such banks, trust companies, and other depositaries as the Board may select or as may be selected by a Board committee, officer, or agent of the Corporation to whom such power may be delegated from time to time by the Board. All checks, drafts, or other orders for the payment of money requiring endorsement by the Corporation before deposit shall be endorsed "for deposit only" by hand-stamped impression in the name of the Corporation. (b) The withdrawal of funds from any such accounts may be made only by check signed as provided in Section 9.03 of this Article IX.