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SECTION 4. SPECIAL MEETINGS Special meetings of the Regular Members for the purpose of taking any action permitted under the California Nonprofit Corporation law and the Articles of Incorporation of Downtown Incorporated may be called at any time by the Board of Directors or the President or the Treasurer or upon written request of not less than five percent (5%) of the Regular Members of Downtown Incorporated. The special meeting shall be scheduled by the President to be held no fewer than twenty (20) nor more than forty-five (45) days after such meeting request is received by the Secretary. Notice of any special meeting requested by the Regular Members, as provided for above, shall be given by personal delivery or United States First Class mail to each of the Regular Members, within ten (10) days after the receipt of the request. SECTION 5. CONDUCT OF MEETINGS (a) Meetings of Regular Members shall be presided over by the President or, in the President's absence, by the vice President or, in the absence of both, by a chair chosen by a majority of the members present in person. (b) The Secretary shall act as Secretary at all meetings of Regular Members provided that, in the Secretary's absence, the presiding officer shall appoint another person to act as the Secretary of the meeting. (c) Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation, or with law. SECTION 6. NOTICE OF MEMBERSHIP MEETINGS (a) Notice to be Given. Except as provided in Article IV Section 4 of these Bylaws, whenever the members are required or permitted to take any action at a meeting, notice of the meeting of the Regular Members shall be given by the Secretary at least ten (10) days but not more than ninety (90) days prior to the date of the meeting. Notices may be personally delivered to a Regular Member or mailed by United States First Class Mail to the address of the property which the Regular Member represents. The notice shall specify the date, place, and hour of the meeting and, in the case of a special meeting, shall specify the general nature of each matter to be considered. 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. (b) Manner of Giving Notice. Notice of any meeting of the members shall be given in writing either personally or by United States First Class Mail or telegraphic facsimile or electronic mail or other written communication, charges prepaid, addressed to each member at his or her address appearing on the books of Downtown Incorporated or given by such member to Downtown Incorporated for the purpose of notice. Any notice shall be deemed to have been given at the time when delivered personally or sent by electronic mail or deposited in the mail or sent by facsimile or evidence of the giving of such notice. 8 19E-22