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ARTICLE II. PRINCIPAL OFFICES SECTION 1. PRINCIPAL OFFICE The principal office of Downtown Incorporated for the transaction of its business shall be located within the District identified in Article I, Section 5 of these Bylaws, in the city of Santa Ana, county of Orange, state of California, at such location as the Board of Directors may determine from time to time. SECTION 2. CHANGE OF ADDRESS The Board of Directors may change the principal office from one location to another within the named city by action properly noticed and duly taken at a regular meeting of the Board of Directors. Notice of said change of address shall be given to all members within thirty (30) days following the Board's action. SECTION 3. OTHER OFFICES The Corporation may also have offices at such other places, within or without the state of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate. ARTICLE III. MEMBERSHIP SECTION 1. GROUPS, RIGHTS AND QUALIFICATIONS Downtown Incorporated shall have (3) classifications of members as follows: (a) Regular Members. Regular membership shall be open to the following: Group 1 - (Non-Residential Property Owner Any) Any person, partnership, firm, Corporation, or entity who owns non-residential real property within the Downtown Santa Ana Community Management District as described in Article I Section 5 of these Bylaws. Group 2 - (Residential Property Owner) Any person, partnership, firm, Corporation, or entity who owns residential real property within the Downtown Santa Ana Community Management District as described in Article I Section 5 of these Bylaws. Group 3 - (Mixed use Property Owner) Any person, partnership, firm, Corporation, or entity who owns real property generally considered suitable for "live-work" uses within the Downtown Santa Ana Community Management District as described in Article I Section 5 of these Bylaws. 2 1901-14