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AMENDMENTS TO THE BYLAWS
OF
CALIFORNIA ASSOCIATION OF TEACHERS
OF ENGLISH
TO BE VOTED ON AT THE ANNUAL MEETING, MARCH 9, 2008,
LONG BEACH HYATT REGENCY

No Changes to Article 1

2.2 This Corporation has been formed for charitable purposes: to promote communication, cooperation, and educational knowledge among all persons and groups responsible for teaching English and the language arts; to identify, study, and act on important problems in the teaching of English and the language arts; to promote the initial and continuing preparation and education of teachers of English and the language arts; to develop among teachers of English language arts an understanding of ways to improve instruction and educational techniques in English and the language arts; and to inform and work with members of the lay public who have an interest in the teaching of English and the language arts.

2.3 In addition, this Corporation is formed for the purposes of performing all things incidental to, or appropriate in, the achievement of the foregoing specific and primary purposes and shall have other exclusively charitable purposes as the Board of Directors may authorize or approve from time to time. This Corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

No Other Changes to Article 2

ARTICLE 3

PRINCIPAL OFFICE

The principal office for the transaction of business of the Corporation is fixed and located in the city of San Diego, County of San Diego, State of California. The Board of Directors may at any time, or from time to time, change the location of the principal office from one location to another The Board of Directors may also at any time establish branch offices at any place where the Corporation is qualified to do business.

No Other Changes to Article 3

No Changes to Articles 4 and 5

ARTICLE 6

MEMBERSHIP

6.2 Rights of Regular Membership. As set forth in these Bylaws, R regular members shall have the right to vote, as set forth in these Bylaws; on the election of the Directors; on the disposition of all or substantially all of the Corporation’s assets; on any merger and its principal terms and any amendment of those terms; on any election to dissolve the Corporation; and on amendment of the Corporation’s Articles of Incorporation or these Bylaws.

6.9 Regular Meeting. A regular meeting of Regular Members shall be held each year. The Board of Directors shall fix the date and time and notify Regular Members as provided in Article 6, Section 6.11. At this meeting or through a written ballot without a meeting Directors shall may be elected and any other proper business may be transacted.

No Other Changes in Article 6

ARTICLE 7

BOARD OF DIRECTORS

7.3.7 The current Convention Programming Chair shall be designated to the Board of Directors by the Corporation President, subject to approval of the Board of Directors, and shall serve for one year. The convention chair shall plan and direct the programming of the annual convention.

7.3.9 The Convention Coordinator Chair shall be designated to the Board of Directors by the Corporation President, subject to approval of the Board of Directors, and shall serve for one year. The Convention Coordinator Chair shall be responsible for contracting and negotiating the services, facilities, and products necessary for the annual convention.

7.3.10 The Policy and Censorship Chair shall be designated to the Board of

Directors by the Corporation President, subject to approval of the Board of Directors, and shall serve for one year. The Policy and Censorship Chair shall be responsible for monitoring government censorship policy.

7.3.12 The Joint Journal Editor shall be designated to the Board of Directors by the Corporation President, subject to approval of the Board of Directors, shall be an ex-officio non-voting member and shall be reviewed for reappointment at least once every year.

7.6 Action at a Meeting. Presence of a majority of the Directors at a meeting of the Board of Directors constitutes a quorum for the transaction of business, except as otherwise provided in these Bylaws. Every act done or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number, or the same number after disqualifying one or more Directors from voting, is required by the Articles of Incorporation, these Bylaws, or the California Nonprofit Public Benefit Corporation Law. A meeting at which a quorum is initially present, including an adjourned meeting, may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a disinterested majority of the required quorum for such meeting, or such greater number as required by the Articles of Incorporation, these Bylaws, or the California Nonprofit Public Benefit Corporation Law. Adoption of or revocation of a plan of merger; consolidation; voluntary dissolution; bankruptcy or reorganization; or for the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business, requires the approval of at least two thirds 2/3) of all the authorized number of Directors of the Corporation.

No Other Changes to Article 7

ARTICLE 8

OFFICERS

8.1.1 Officers of the Corporation, except for the Treasurer, shall assume their offices on July 1 of the year in which they are elected. The Treasurer shall assume office upon designation. Each director, including a director elected to fill a vacancy or elected at a special members’ meeting or for on a written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. Directors may serve any number of consecutive terms.

No Other Changes to Article 8

No Changes to Article 9

ARTICLE 10

COMMITTEES

10.1 Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors then in office, provided that a quorum is present, designate one or more committees. No committee, regardless of Board resolution, may:

10.1.2 Fill vacancies on the Board of Directors or in on any committee that has the authority of the Board.

10.1.8 Bind the Corporation in a contract of agreement exceeding the amount of five fifteen thousand dollars ($5000)($15,000).

No Other Changes to Article 10

ARTICLE 11

RECORDS AND REPORTS

11.2.1 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. The inspection may be made in person or by an attorney as agent of the director, and shall include the right to copy and make extracts of documents. requested; or

11.2.3.2 Obtain from the secretary membership chair of the Corporation, on written demands and tender at a reasonable charge, an alphabetized list of names, addresses, and voting rights of Regular members who are entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled, or as of the date, after the date of demand, specified by the Regular Member. The demand shall state the purpose for which the list is requested. The secretary membership chair shall make this list available to the Regular Member on or before the later of ten days after (i) the demand is received or (ii) the date specified in the demand as the date as of which the list is to be compiled.

No Other Changes to Article 11

No Changes to Articles 12 and 13