Article 1 - Name
Article 2 - Offices
Article
3 - Purposes
Article 4 - Officers
Article 5 - Directors
Article 6 - Commitees
Article 7 - Execution
of Instruments, Deposits and Funds
Article 8 - Corporate Records, Reports and Seal
Article 9 - Fiscal Year
Article 10 - Amendment of
Bylaws
Article 11 - Amendment of
Articles
Article 12 - Prohibition Against Sharing
Corporate and Assets
Article 13 - Members
View Bylaws as
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Article 1 —
Name
The name of this
corporation shall be Western Automotive Journalists.
Article 2 —
Offices
Sec. 1. Principal
Office
The principal office of
the corporation for the transaction of business is located in San Francisco,
California.
Sec. 2. Change of
Address
The county of the
corporation’s principal office can be changed only by amendment of these
bylaws and not otherwise. The Board of Directors may, however, change the
principal office from one location to another, provided that such a change
shall be noted by amendment to these Bylaws.
Sec. 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.
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Article 3 —
Purposes
Sec. 1. Objectives and
Purposes
The primary objectives and purposes of the corporation shall
be: The pursuit of improving and expanding the profession of writing,
broadcasting or telecommunicating on automobiles and the automobile
industry.
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Article 4 —
Officers
Sec. 1. Number of
Officers
The officers of the
corporation shall be a President, a Secretary and a Chief Financial Officer,
who shall be designated the Treasurer, as well as four Vice Presidents who
will each serve in a functional capacity: Executive Vice President, who shall
preside over corporation meetings in the absence of the President and serve as
co-chairperson of the Media Day committee; Program Vice President, who shall
arrange speakers for corporation meetings; Membership Vice President, who
shall chair the membership committee, which reviews and submits to the board
recommendations on applications for membership in the corporation; and
Publications Vice President, who shall be responsible for the corporation’s
publications, including the annual Media Guide, Media Day program and
newsletter. The President and/or Board of Directors may assign vice presidents
other duties. In addition, the immediate past President shall serve as an
advisory member of the Board of Directors, without the voting rights of a
regular director. The corporation may also have, as determined by the Board of
Directors, a Chairperson of the Board, more Vice Presidents, Assistant
Secretaries, Assistant Treasurers or other officers. Any number of offices may
be held by the same person except that neither the Secretary nor the Treasurer
may serve as the President or Chairperson of the Board.
Sec. 2. Qualification,
Election and Term of Office
Any member may serve as an
officer of the corporation. Officers shall be elected by the general
membership as the board may from time to time direct in order to assume office
the first day of July of each calendar year, and each officer shall hold
office until removed, otherwise disqualified to serve or a successor shall be
elected and qualified, whichever occurs first.
Sec. 3. Subordinate
Officers
The Board of Directors may
appoint such other officers or agents as it may deem desirable, and such
officers shall serve such terms, have such authority and perform such duties
as may be prescribed from time to time by the Board of
Directors.
Sec. 4. Removal and
Resignation
Any officer may be
removed, either with or without cause, by the Board of Directors at any time.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the President or Secretary of the corporation. Any such
resignation shall take effect at the date of receipt of such notice or at any
later date specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
The above provisions of this Section shall be superseded by any conflicting
terms of a contract which has been approved or ratified by the Board of
Directors relating to the employment of any officer of the
corporation.
Sec. 5.
Vacancies
Any vacancy caused by the
death, resignation, removal, disqualification, or otherwise of any officer
shall be filled by the Board of Directors. In the event of a vacancy in any
office other than that of President, such vacancy may be filled temporarily by
appointment by the President until such time as the Board of Directors shall
fill the vacancy. Vacancies occurring in offices of officers appointed at the
discretion of the Board of Directors may or may not be filled as the Board of
Directors shall determine.
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Sec. 6. Duties of
President
The President shall be the
chief executive officer of the corporation and shall, subject to the control
of the Board of Directors, supervise and control the affairs of the
corporation and the activities of the officers. The President shall perform
all duties incident to the office of President and such other duties as may be
required by law, the Articles of Incorporation of this corporation or these
Bylaws, or which may be prescribed from time to time by the Board of
Directors. Unless another person is specifically appointed as Chairperson of
the Board of Directors, the President shall preside at all meetings of the
Board of Directors. If applicable, the President shall preside at all meetings
of the members. Except as otherwise expressly provided by law, the Articles of
Incorporation or these Bylaws, the President shall, in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the Board of
Directors.
Sec. 7. Duties of Vice
Presidents
In the absence of the
President, or in the event of the President’s inability or refusal to act, a
Vice President, upon the vote of a majority of officers present, shall perform
all the duties of the President and when so acting shall have all the powers
of, and be subject to all the restrictions on, the President. The Vice
President shall have other powers and perform such other duties as may be
prescribed by law, the Articles of Incorporation, or these Bylaws, or as may
be prescribed by the Board of Directors.
The primary duties of Vice
Presidents are to represent the interests of members in their respective
regions and to serve as the coordinator of events, whether the events be
business or pleasure, when the association meets in those
areas.
Sec. 8. Duties of
Secretary
The Secretary
shall:
Certify and keep at the
principal office of the corporation the original or a copy of these Bylaws as
amended or otherwise altered to date.
Keep at the principal
office of the corporation, or at such other place as the board may determine,
a book of minutes of all meetings of the Board of Directors, and, if
applicable, meetings of committees of directors and of members, recording
therein the time and place of holding, whether regular or special, how called,
how notice thereof was given, the names of those present or represented at the
meeting and the proceedings thereof.
See that all notices are
duly given in accordance with the provisions of these Bylaws or as required by
law.
Be custodian of the
records and of the seal of the corporation and see that the seal is affixed to
all duly executed documents, the execution of which on behalf of the
corporation under its seal is authorized by law or these
Bylaws.
Keep at the principal
office of the corporation a membership book containing the name and address of
members, and in the case where any membership has been terminated, record such
fact in the membership book together with the date on which such membership
ceased.
Exhibit at all reasonable
times to any director of the corporation, or a director’s agent or attorney,
on request therefor, the Bylaws, the membership book and the minutes of the
proceedings of the corporation.
In general, perform all
duties incident to the office of Secretary and such other duties as may be
required by law, the Articles of Incorporation of this corporation or these
Bylaws, or which may be assigned to the Secretary from time to time by the
Board of Directors.
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Sec. 9. Duties of
Treasurer
Subject to the provisions
of these Bylaws relating to “Execution of Instruments, Deposits and Funds,”
the Treasurer shall:
Have charge and custody
of, and be responsible for, all funds and securities of the corporation, and
deposit all such funds in the name of the corporation in such banks, trust
companies, or other depositories as shall be selected by the Board of
Directors.
Receive, and give receipt
for, moneys due and payable to the corporation from any source
whatsoever.
Disburse, or cause to be
disbursed, the funds of the corporation as may be directed by the Board of
Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate
and correct accounts of the corporation’s properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
Exhibit at all reasonable
times the books of account and financial records to any director of the
corporation, or to a director’s agent or attorney, on request
therefor.
Render to the President
and directors, whenever requested, an account of any or all of the Treasurer’s
transactions as Treasurer and of the financial condition of the
corporation.
Prepare, or cause to be
prepared, and certify, or cause to be certified, the financial statements to
be included in any required reports.
Exhibit at all reasonable
times the books of account and financial records to any director of the
corporation or the director’s agent or attorney, on request
therefor.
In general, perform all
duties incident to the office of Treasurer and such other duties as may be
required by law, the Articles of Incorporation of the corporation or these
Bylaws, or which may be assigned to the Treasurer from time to time by the
Board of Directors.
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Article 5 —
Directors
Sec. 1.
Number
The Corporation shall have
eight directors, seven regular directors and one advisory director, the
immediate past President who shall serve without voting rights, and
collectively they shall be known as the Board of Directors.
Sec. 2. General
Corporation Powers
The business and affairs
of this corporation shall be vested in and exercised by the corporation’s
Board of Directors. Subject to the limitations expressed in Art. 6, Sec. 1,
the Board of Directors may delegate the management of the activities of the
corporation to any person or persons, management company of committee,
provided that notwithstanding any such delegation the activities and affairs
of the corporation shall continue to be managed and all Corporate powers shall
continue to be exercised under the ultimate direction of the Board of
Directors.
Sec. 3. Specific
Powers
Without prejudice to the
general powers of the Board of Directors set forth in Sec. 2 of this Article,
the directors shall have the power to:
(a) exercise all powers
vested in the Board of Directors under the laws of the State of
California;
(b) appoint and remove all
officers of the corporation, the Executive Director of the corporation, if
any, and other corporation employees; prescribe any powers and duties for such
persons that are consistent with law, the articles of incorporation and these
Bylaws, and fix their compensation;
(c) appoint such agents
and employ such other employees, including attorneys and accountants, as it
sees fit to assist in the operation of the corporation, and to fix their
duties and to establish their compensation;
(d) adopt and establish
rules and regulations governing the affairs and activities of the corporation
including procedures for the suspension and reinstatement of
members;
(e) enforce all applicable
provisions of these Bylaws;
(f) contract for and pay
premiums for insurance and bonds (including indemnity bonds) which may be
required from time to time by the corporation;
(g) pay all taxes and
charges incurred by or levied against the corporation;
(h) delegate its duties
and powers hereunder to the officers of the corporation or to committees
established by the Board of Directors, subject to the limitations expressed in
Art. 6;
(i) prepare budgets and
maintain a full set of books and records showing the financial condition of
the affairs of the corporation in a manner consistent with generally accepted
accounting principles, and at no greater than annual intervals prepare an
annual financial report, a copy of which shall be delivered to each
director;
(j) appoint such
committees as it deems necessary from time to time in connection with the
affairs of the corporation in accordance with Art. 6;
(k) fill vacancies on the
Board of Directors or in any committee, subject to the provisions of Art.
6;
(l) open bank accounts and
borrow money on behalf of the corporation and designate the signatories to
such bank accounts;
(m) bring and defend
actions on behalf of the corporation so long as the action is pertinent to the
operations of the corporation; and
(n) register their
addresses with the Secretary of the corporation and notices of meetings mailed
or telegraphed to them at such addresses shall be valid notices
thereof.
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Sec. 4. Limitations on
Powers
(a) Self-dealing
transactions: Notwithstanding the powers conferred on the Board of Directors
pursuant to Sec. 1 and Sec. 2 of this Article, this corporation shall not
engage in any transaction which meets the definition of a “self-dealing
transaction” as defined in California Corporations Code sec. 5233 unless the
transaction has been approved by one of the means specified in sec.
5233(d).
(b) Transactions Between
Corporations Having Common Directorships. Unless it is established that the
contract or transaction is just and reasonable as to the corporation at the
time it is authorized, approved or ratified, this corporation shall not enter
into a contract or transaction with any other corporation, association or
entity in which one or more of the corporation’s directors are directors
unless the material facts as to the transaction and the director’s common
directorship are fully known or disclosed to the Board of Directors. The Board
of Directors must approve, authorize or ratify any such contract or
transaction in good faith and by a vote sufficient without counting the vote
of the common director(s).
(c) Loans to Directors or
Officers. This corporation shall not make any loan of money or property to, or
guarantee the obligation of, any director or officer, unless the transaction
is first approved by the California Attorney General. This provision shall not
apply to any reasonable advance of expenses anticipated to be incurred in the
performance of the director’s or officer’s duties.
(d) Standards for
Investment. Except as provided in California Corporations Code secs. 5240 (c)
and 5241, in the investment, reinvestment, purchase, acquisition, exchange,
sale and management of the corporation’s investments, the Board of Directors
shall:
(i) avoid speculation,
looking instead to the permanent disposition of the funds, considering the
probable income, as well as the probable safety of the corporation’s capital;
and
(ii) comply with
additional standards, if any, imposed by the Articles of Incorporation, these
Bylaws, any resolutions duly adopted by the Board of Directors or the express
terms of any instrument or agreement pursuant to which the invested assets
were contributed to the corporation.
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Sec. 5.
Duties
It shall be the duty of
the directors to:
(a) Perform any and all
duties imposed on them collectively or individually by law, the Articles of
Incorporation of this corporation or these Bylaws;
(b) Appoint, remove and,
except as otherwise provided in these Bylaws, prescribe the duties, if any, of
all officers, agents and employees of the corporation;
(c) Supervise all officers
of the corporation to assure their duties are performed
properly;
(d) Meet at such times and
places as required by these Bylaws; and
(e) Register their
addresses with the Secretary of the corporation and notices of meetings mailed
or telegraphed to them at such addresses shall be valid notices
thereof.
Sec. 6. Terms of
Office
Each director shall hold
office until the next annual election of the Board of Directors as specified
in these Bylaws, and a successor is elected and qualifies.
Sec. 7.
Compensation
Directors shall serve
without compensation but may be reimbursed for such reasonable expenses as are
authorized by the Board. In addition, they shall be allowed reasonable
advancement for or reimbursement of expenses incurred in the performance of
their regular duties as specified in Section 3 of this Article. Directors may
not be compensated for rendering services to the corporation in any capacity
other than director unless such other compensation is reasonable and is
allowable under the provisions of Section 6 of this Article.
Sec. 8. Place of
Meetings
Meetings shall be held at
a public place within or without the State of California designated from time
to time by the Chairperson of the Board of Directors. Any meeting, regular or
special, may be held by conference telephone or similar communications
equipment, so long as all directors participating in such meeting can hear one
another.
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Sec. 9. Regular and Annual
Meetings
Regular meetings of the
Board of Directors shall be held at least quarterly when at least five (5)
days written notice has been given, unless such day falls on a legal holiday,
in which event the regular meeting shall be held at the same hour and place on
the next business day.
Sec. 10. Special
Meetings
Special meetings of the
Board of Directors may be called by the President or by vote of the majority
of the Board of Directors upon four (4) days notice, and such meetings shall
be held at the place, within or without the State of California, designated by
the person or persons calling the meeting, and in the absence of such
designation, at the principal office of the corporation.
Sec. 11. Notice of
Meetings
Regular meetings of the
Board of Directors may be held without notice. Special meetings of the Board
of Directors shall be held upon four (4) days’ notice by first-class mail or
forty-eight (48) hours’ notice delivered personally or by telephone or
telegraph. If sent by mail or telegraph, the notice shall be deemed delivered
on its deposit in the mails or on its delivery to the telegraph company. Such
notices shall be addressed to each director at the address shown on the books
of the corporation. Notice of the time and place of holding an adjourned
meeting need not be given to absent directors if the time and place of the
adjourned meeting are fixed at the meeting adjourned and if such adjourned
meeting is held no more than twenty-four (24) hours from the time of the
original meeting. Notice shall be given of any adjourned regular or special
meeting to directors absent from the original meeting if the adjourned meeting
is held more than twenty-four (24) hours from the time of the original
meeting.
Sec. 12. Contents of
Notice
Notice of meetings not
herein dispensed with shall specify the place, day and hour of the meeting.
The purpose of any meeting of the Board of Directors need not be specified in
the notice.
Sec. 13. Waiver of Notice
and Consent to Holding Meetings
The transactions of any
meeting of the Board of Directors, however called and noticed or wherever
held, are as valid as though the meeting had been duly held after proper call
and notice, provided a quorum, as herein defined, is present and provided that
either before or after the meeting each director not present signs a waiver of
notice, a consent to holding the meeting or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
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Sec. 14. Quorum for
Meetings
A quorum shall consist of
five Directors.
Except as otherwise
provided in these Bylaws or in the Articles of Incorporation of this
corporation or by law, no business shall be considered by the Board of
Directors at any meeting at which a quorum, as hereinafter defined, is not
present, and the only motion the Chairperson shall entertain at such meeting
is a motion to adjourn. However, a majority of the directors present at such
meeting may adjourn from time to time until the time fixed for the next
regular meeting of the board.
When a meeting is
adjourned for lack of a quorum, it shall not be necessary to give any notice
of the time and place of the adjourned meeting or of the business to be
transacted at such meeting, other than by announcement at the meeting at which
the adjournment is taken, except as provided in Section 10 of this
Article.
The directors present at a
duly called and held meeting at which a quorum is initially present may
continue to do business notwithstanding the loss of a quorum at the meeting
due to the withdrawal of directors from the meeting, provided that any action
thereafter taken must be approved by at least a majority of the required
quorum for such meeting or such greater percentage as may be required by law,
or the Articles of Incorporation or the Bylaws of this
corporation.
Sec. 15. Majority Action
as Board Action
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 of Directors.
Sec. 16. Conduct of
Meetings
Meetings of the Board of
Directors shall be presided over by the Chairperson of the Board of Directors,
or if no such person has been designated or, in this person’s absence, the
President of the corporation or, in this person’s absence, by a Vice President
of the corporation or, in the absence of each of these persons, by a
Chairperson chosen by a majority of the directors present at the meeting. The
Secretary of the corporation shall act as secretary of all meetings of the
board, provided that, in this person’s absence, the presiding officer shall
appoint another person to act as Secretary of the Meeting.
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 with or in conflict with these
Bylaws, the Articles of Incorporation of this corporation or provisions of
law.
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Sec. 17. Action by
Unanimous Written Consent Without Meeting
Any action required or
permitted to be taken by the Board of Directors under any provision of law may
be taken without a meeting, if all members of the board shall 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 the directors. Any certificate or other document filed under
any provision of law which relates to action so taken shall state that the
action was taken by unanimous written consent of the Board of Directors
without a meeting and that the Bylaws of this corporation authorize the
directors to so act, and such statement shall be prima facie evidence of such
authority.
Sec. 18.
Vacancies
Vacancies on the Board of
Directors shall exist (1) on the death, resignation or removal of any
directors, and (2) whenever the number of authorized directors is
increased.
If the corporation has
less than fifty (50) members, directors may be removed without cause by a
majority of all members, or, if the corporation has fifty (50) or more
members, by vote of a majority of the votes represented at a membership
meeting at which a quorum is present.
Any director may resign
effective upon giving written notice to the Chairperson of the Board of
Directors, the President, the Secretary or the Board of Directors, unless the
notice specifies a later time for the effectiveness of such resignation. No
director may resign if the corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice to
the Attorney General.
Vacancies on the Board of
Directors may be filled by approval of the Board of Directors or, if the
number of directors then in office is less than a quorum, by (1) the unanimous
written consent of the directors then in office, (2) the affirmative vote of a
majority of the directors then in office at a meeting held pursuant to notice
or waivers of notice complying with this Article of these Bylaws or (3) a sole
remaining director. If this corporation has members, however, vacancies
created by the removal of a director may be filled only by approval of the
members. The members, if any, of this corporation may elect a director at any
time to fill any vacancy not filled by the directors.
A person elected to fill a
vacancy as provided by this Section shall hold office until the next annual
election of the Board of Directors or until the person’s death, resignation or
removal from office.
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Sec. 19. Non-Liability of
Directors
Any person who was or is a
director, officer, employee or other agent of the corporation may be
indemnified by the corporation for any claims, demands, causes of action
expenses or liabilities arising out of or pertaining to the agent’s service to
or on behalf of the corporation to the fullest extent permitted by California
Corporations Code sec. 5238.
Sec. 20.
Indemnification
Sec. 18.1. Corporate
Agents
(a) Any person who was or
is a director, officer, employee or other agent of the corporation
(collectively “Agents”) may be indemnified by the corporation for any claims,
demands, causes of action, expenses or liabilities arising out of, or
pertaining to, the Agent’s service to or on behalf of the corporation to the
full extent permitted by California Corporations Code Sec.
5238.
(b) The corporation shall
have the power to purchase and maintain insurance on behalf of any agent of
the corporation against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent’s status as such whether or
not the corporation would have the power to indemnify the agent against such
liability under Sec. 5238 of the Corporations Code; provided, however, that
the corporation shall have no power to purchase and maintain such insurance to
indemnify any agent of the corporation for a violation of California
Corporations Code 5233.
Sec. 18.2 Nonpaid
Directors; alleged failure to discharge duties; no monetary
liability
Except as provided in
California Corporations Code Secs. 5233 or 5237, there is no monetary
liability on the part of, and no cause of action for damages shall arise
against, any nonpaid director, including any nonpaid director who is also a
nonpaid officer, of this corporation based upon any alleged failure to
discharge the person’s duties as director or officer if the duties are
performed in a manner that meets all of the following criteria:
(a) the duties are
performed in good faith;
(b) the duties are
performed in a manner such director believes to be in the best interests of
the corporation; and
(c) the duties are
performed with such care, including reasonable inquiry, as an ordinary prudent
person in a life position would use under similar
circumstances.
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Sec. 18.3 Personal
Liability of Volunteer Director for Negligence
(a) Except as provided in
subparagraph (c) below, there shall be no personal liability to a third party
on the part of a volunteer director or volunteer executive committee officer
of this corporation caused by the director’s or officer’s negligent act of
omission in the performance of that person’s duties as a director or officer,
if all of the following conditions are met:
(i) the act or omission
was within the scope of the director’s or executive committee officer’s
duties;
(ii) the act or omission
was performed in good faith;
(iii) the act or omission
was not reckless, wanton, intentional or grossly negligent; and
(iv) damages caused by the
act or omission are covered pursuant to a liability insurance policy issued to
the corporation, either in the form of a general liability policy or a
director’s and officer’s liability policy, or personally to the director or
executive committee officer. In the event that the damages are not covered by
a liability insurance policy, the volunteer director or volunteer executive
committee officer shall not be personally liable for the damages if the Board
of Directors and the person had made all reasonable efforts in good faith to
obtain available liability insurance.
(b) For purposes of this
sec. 18.3, “volunteer” means the rendering of services without compensation.
“Compensation” means remuneration whether by the way of salary, fee or other
consideration for services rendered. However, the payment of per diem, mileage
or other reimbursement expenses to a director or executive committee officer
does not affect that person’s status as a volunteer within the meaning of this
section.
(c) This section does not
eliminate or limit the liability of a director or officer for any of the
following:
(i) any liability with
respect to self-dealing transactions as provided in California Corporations
Code sec. 5233 or any liability with respect to certain prohibited
distributions, loans or guarantees as provided in sec. 5237 of said law;
or
(ii) in any action or
proceeding brought by the California Attorney General.
To the extent a person who
is, or was, a director, officer, employee or other agent of this corporation
has been successful on the merits in defense of any civil, criminal,
administrative or investigative proceeding brought to procure a judgment
against such person by reason of the fact the person is, or was, an agent of
the corporation, or has been successful in defense of any claim, issue or
matter, therein, such person shall be indemnified against expenses actually
and reasonably incurred by the person on connection with such
proceeding.
If such person either
settles any such claim or sustains a judgment against such person, then
indemnification against expenses, judgments, fines, settlements and other
amounts reasonably incurred in connection with such proceedings shall be
provided by this corporation.
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Article 6 —
Committees
Sec. 1. Executive
Committee
The Board of Directors
may, by a majority vote of directors, designate two (2) or more of its members
(who may also be serving as officers of this corporation) to constitute an
Executive Committee and delegate to such Committee any of the powers and
authority of the board in the management of the business and affairs of the
corporation, except with respect to:
(a) The approval of any
action which, under law of the provisions of these Bylaws, requires the
approval of the members or of a majority of all of the members;
(b) The filling of
vacancies on the Board of Directors or on any committee which has the
authority of the Board of Directors;
(c) The fixing of
compensation of the directors for serving on the Board of Directors or on any
committee;
(d) The amendment or
repeal of Bylaws or the adoption of new Bylaws;
(e) The amendment or
repeal or any resolution of the Board of Directors which by its express terms
is not so amendable or repealable.
(f) The appointment of
committees of the Board of Directors or the members thereof.
(g) The expenditure of
corporate funds to support a nominee for director after there are more people
nominated for director than can be elected.
By a majority vote of its
members then in office, the Board of Directors may at any time revoke or
modify any or all of the authority so delegated, increase or decrease but not
below two (2) the number of its members, and fill vacancies therein from the
members of the Board of Directors. The Committee shall keep regular minutes of
its proceedings, cause them to be filed with the corporate records and report
the same to the board from time to time as the Board of Directors may
require.
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Sec. 2. Other
Committees
The corporation shall have
such other committees as may from time to time be designated by resolution of
the Board of Directors. Such other committees may consist of persons who are
not also members of the board. These additional committees shall act in an
advisory capacity only to the board and shall be clearly titled as “advisory”
committees.
Sec. 3. Meetings and
Action of Committees
Meetings and action of
committees shall be governed by, noticed, held and taken in accordance with
the provisions of these Bylaws concerning meetings of the Board of Directors,
with such changes in the context of such Bylaw provisions as are necessary to
substitute the committee and its members for the Board of Directors and its
members, except that the time for regular meetings of committees may be fixed
by resolution of the Board of Directors or by the committee. The time for
special meetings of committees may also be fixed by the Board of Directors.
The Board of Directors may also adopt rules and regulations pertaining to the
conduct of meetings of committees to the extent that such rules and
regulations are not inconsistent with the provisions of these
Bylaws.
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Article 7 — Execution of
Instruments, Deposits and Funds
Sec. 1. Execution of
Instruments
The Board of Directors,
except as otherwise provided in these Bylaws, may by resolution authorize any
officer or agent of the corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances. Unless so
authorized, no officer, agent or employee shall have any power or authority to
bind the corporation by an contract or engagement or to pledge its credit or
to render it liable monetarily for any purpose or in any
amount.
Sec. 2. Checks and
Notes
Except as otherwise
specifically determined by resolution of the Board of Directors, or as
otherwise required by law, checks, drafts, promissory notes, orders for the
payment of money and other evidence of indebtedness of the corporation shall
be signed by the Treasurer and countersigned by the President of the
corporation.
Sec. 3.
Deposits
All funds of the
corporation shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the Board
of Directors may select.
Sec. 4.
Gifts
The Board of Directors may
accept on behalf of the corporation any contribution, gift, bequest or devise
for the charitable or public purposes of this corporation.
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Article 8 — Corporate
Records, Reports and Seal
Sec. 1. Maintenance of
Corporate Records
In accordance with
California Corporations Code sec. 6334, every director shall have an absolute
right at any reasonable time to inspect all books, records, documents and
minutes of the corporation and the physical properties owned by the
corporation. The right of inspection by a director includes the right to make
extracts and copies of documents.
The corporation shall keep
at its principal office in the State of California:
(a) Minutes of all
meetings of directors, committees of the Board of Directors and, if this
corporation has members, of all meetings of members, indicating the time and
place of holding of such meetings, whether regular or special, how called, the
notice given, the names of those present and the proceedings
thereof;
(b) Adequate and correct
books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains and losses;
(c) A record of its
members, if any, indicating their names and addresses and, if applicable, the
class of membership held by each member and the termination date of any
membership; and
(d) A copy of the
corporation’s Articles of Incorporation and Bylaws as amended to date, which
shall be open to inspection by the members, if any, of the corporation at all
reasonable times during office hours.
Sec. 2. Corporate
Seal
The Board of Directors may
adopt, use, and at will alter a corporate seal. Such seal shall be kept at the
principal office of the corporation. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any such
instrument.
Sec. 3. Directors’
Inspection Rights
Every director shall have
the absolute right at any reasonable time to inspect and copy all books,
records and documents of every kind and to inspect the physical properties of
the corporation.
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Sec. 4. Members’
Inspection Rights
Each and every member in
good standing shall have the following inspection rights for a purpose
reasonably related to such person’s interest as a member:
(a) To inspect and copy
the record of all members’ names, addresses and voting rights, at reasonable
times, upon five (5) business days’ prior written demand on the corporation,
which demand shall state the purpose for which the inspection rights are
requested.
(b) To obtain from the
Secretary of the corporation, upon written demand and payment of a reasonable
charge, a list of the names, addresses and voting rights of those members
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 specified by the
member subsequent to the date of demand. The demand shall state the purpose
for which the list is requested. The membership list shall be made available
on or before the later of ten (10) business days after the demand is received
or after the date specified therein as of which the list is to be
compiled.
(c) To inspect at any
reasonable time the books, records, or minutes of proceedings of the members
or of the board or committees of the board, upon written demand on the
corporation by the member, for a purpose reasonably related to such person’s
interests as a member.
Sec. 5. Right to Copy and
Make Extracts
Any inspection under the
provisions of this Article may be made in person or by agent or attorney and
the right to inspection includes the right to copy and make
extracts.
Sec. 6. Annual
Report
The board shall cause an
annual report to be furnished not later than one hundred and twenty (120) days
after the close of the corporation’s fiscal year to all directors of the
corporation and, if this corporation has members, to any member who requests
it in writing, which report shall contain the following information in
appropriate detail:
(a) The assets and
liabilities, including the trust funds, of the corporation as of the end of
the fiscal year;
(b) The principal changes
in assets and liabilities, including trust funds, during the fiscal
year;
(c) The revenue or
receipts of the corporation, both unrestricted and restricted to particular
purposes, for the fiscal year; and
(d) The expenses or
disbursements of the corporation, for both general and restricted purposes,
during the fiscal year.
The annual report shall be
accompanied by any report thereon of independent accountants, or, if there is
no such report, the certificate of an authorized officer of the corporation
that such statements were prepared without audit from the books and records of
the corporation.
If this corporation has
members, then, if this corporation receives twenty-five thousand dollars
($25,000) or more in gross revenues or receipts during the fiscal year, this
corporation shall automatically send the above annual report to all members,
in such manner, at such time and with such contents, including an accompanying
report from independent accountants or certification of a corporate officer,
as specified by the above provisions of this Section relating to the annual
report.
Article 9 — Fiscal
Year
Sec. 1 Fiscal Year of the
Corporation
The fiscal year of the
corporation shall begin on January 1 and end of December 31 in each
year.Article
10 — Amendment of
Bylaws
Sec. 1.
Amendment
Subject to any provision
of law applicable to the amendment of the Bylaws of nonprofit mutual benefit
corporations, these Bylaws, or any of them, may be altered, amended or
repealed and new Bylaws adopted by approval of the members of this
corporation.
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Article 11 — Amendment of
Articles
Sec. 1. Amendment of
Articles Before Admission of Members
Before any members have been admitted
to the corporation, any amendment of the Articles of Incorporation may be
adopted by approval of the Board of Directors.
Sec. 2. Amendment of
Articles After Admission of Members
After members, if any, have been
admitted to the corporation, amendment of the Articles of Incorporation may be
adopted by the approval of the Board of Directors and by the approval of the
members of this s corporation.
Sec. 3. Certain
Amendments
Notwithstanding the above
sections of this Article, this corporation shall not amend its Articles of
Incorporation to alter any statement which appears in the original Articles of
Incorporation of the names and addresses of the first directors of this
corporation, nor the name and address of its initial agent, except to correct
an error in such statement or to delete such statement after the corporation
has filed a “Statement by a Domestic Non-Profit Corporation” pursuant to
Section 6210 of the California Nonprofit Corporation Law.
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Article 12 —
Prohibition Against Sharing Corporate Profits and Assets
Sec. 1. Prohibition
Against Sharing Corporate Profits and Assets
No member, director,
officer, employee or other person connected with this corporation or any
private individual shall receive at any time any of the net earnings or
pecuniary profit from the operations of the corporation, provided, however,
that this provision shall not prevent payment to any such person of reasonable
compensation for services performed for the corporation in effecting any of
its public or charitable purposes, provided that such compensation is
otherwise permitted by these Bylaws and is fixed by resolution of the Board of
Directors; and no such person or persons shall be entitled to share in the
distribution of and shall not receive any of the corporate assets on
dissolution of the corporation. All members, if any, of the corporation shall
be deemed to have expressly consented and agreed that on such dissolution or
winding up of the affairs of the corporation, whether voluntarily or
involuntarily, the assets of the corporation, after all debts have been
satisfied, shall be distributed as required by the Articles of Incorporation
of this corporation and not otherwise.
Article 13 —
Members
Sec. 1. Determination and
Rights of Members
The corporation shall have
only one class of members. No member shall hold more than one membership in
the corporation. Except as expressly provided in or authorized by the Articles
of Incorporation or Bylaws of this corporation, all memberships shall have the
same rights, privileges, restrictions and conditions.
Sec. 2. Qualifications of
Members
T
