Active 20 - 30 Club of Greater Sacramento #1032
A California Nonprofit Mutual
ARTICLE 1. NAME
The name of this Corporation is Active 20-30 Club of Greater Sacramento, #1032.
ARTICLE 2. OFFICE
The principal office for the transaction of the activities and affairs of the Corporation (the "principal office") is located in Sacramento County, California at P.O. Box 214933, Sacramento, CA 95821. The Board of Directors (the "Board") may change the principal office from one location to another within the county.
ARTICLE 3. PURPOSES AND LIMITATIONS
3.01. General Purposes.
This Corporation is a Nonprofit Mutual Benefit Corporation organized under the California Nonprofit Mutual Benefit Corporation Law. The purpose of this Corporation is to engage in any lawful act or activity for which a Corporation may be organized under such law. Notwithstanding any other provisions of these Bylaws, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this Corporation.
3.02. Specific Purposes.
Within the context of the foregoing general purposes, the Corporation's specific purposes are to supervise and promote charitable activities and to encourage friendship.
This Corporation shall be restricted from engaging in political campaigning or lobbying and must dedicate its assets on dissolution to a similarly exempt organization. No part of the Corporation's net earning may inure to the benefit of any Member.
ARTICLE 4. MEMBERSHIP
4.01. Qualifications and Rights of Membership.
The Members of this Corporation shall consist of people in the Greater Sacramento community. All Members will adhere to all attendance and Membership policies to remain in good standing. Membership will terminate at the close of the one-year period, August to July, inclusive in which a Member has attained the age of forty (40) years, after which the Member will become a past active Member, unless the Member holds an elective or appointed office. The maximum number of Members in this Corporation will be 150.
Any person eligible for Membership in the Corporation shall become a Member after meeting the requirements as outlined in Article 4.
A. Classes and Qualifications.
This Corporation shall have five (5) classes of Membership designated as follows:
(1) Active Members.
Any Member in good standing involved in all meetings and activities.
(2) Past Active Members.
Any Member-while in good standing, in this Corporation, shall become a past active Member at the end of the one-year period, August to July, inclusive, during which the Member attains the age of forty (40) years.
It is further provided that any active Member who has been a Member of this Corporation for a period of not less than two (2) years and while in good standing in this Corporation, and not holding office may become a past active Member at the Member's own option and at the discretion of the Board of this Corporation. The President has discretion, with unanimous consent of the Board present at a board meeting where a quorum has been established, to grant past active status to a Member who does not meet the requirements set out above but who has provided outstanding service to the Corporation.
Each past active Member shall be entered upon the past active rolls of the Corporation.
(3) Past Active Life Members.
Any Member who completed ten (10) years exemplary service to the Corporation, and fulfilled the qualifications outlined in the standing rules, may be granted Past Active Life Membership by unanimous consent by the Board of Directors.
(4) Honorary Life.
Any Active member who has completed ten (10) years of exemplary service to the Corporation may be granted Honorary Life Membership by unanimous consent by the Board of Directors. Upon receiving Past Active status, the Honorary Life Member shall automatically attain Past Active Life status.
(5) Honorary Members.
Any person who has performed some distinguished service and who is not an Active Member of a chartered 20-30 Club may be elected as an honorary Member of this Corporation.
Application for Honorary Membership shall be submitted in writing to the Board of Directors of this Corporation, and upon unanimous approval of the same, the name thus submitted shall be read before the Corporation at a regular Membership meeting and shall be voted upon at said meeting, Three quarters (3/4) vote of all Members present at such meeting shall be necessary for election of an Honorary Member, a quorum being present. Only one (1) Honorary Member may be elected per term.
B. Privileges. The following classes of Members shall enjoy the privileges listed below.
(1) Active Members. Active Members in good standing shall enjoy the privileges of voting and shall be eligible to become chairs of projects and standing committees. Members in good standing who have been Active Members for the previous two (2) years shall be eligible to become officers of the Corporation.
(2) Past Active Members. Past Active Members shall be entitled to all rights and privileges of active membership in the Corporation, except those of voting and holding office, and shall not be liable for dues.
(3) Past Active Life Members. Past Active Life Members shall be entitled to all rights and privileges of active membership in the Corporation, except those of voting and holding office, and shall not be liable for dues.
(4) Honorary Life Member. An Honorary Life Member shall be entitled to all rights and privileges of active membership in the Corporation, and be exempt from paying Corporation dues. The Honorary Life member must continue to pay national dues.
(5) Honorary Members. An Honorary Member shall be entitled to all rights and privileges of active membership in the Corporation, except those of voting and holding office, and shall not be liable for dues.
C. Voting Members. Active Members in good standing, meeting full attendance requirements, shall have the right to vote, as set forth in Section 7.07, which includes but is not limited to the election of Officers and Directors, the disposition of the assets of the Corporation, a merger and its principal terms or an amendment thereof and an election to dissolve the Corporation. Additionally, such Members shall have all rights afforded Members under the California Nonprofit Mutual Benefit Corporation Law.
D. Other "Members". The Corporation may refer to persons of the four (4) classes of "Members" even though such persons are not voting Members as set forth in Section 4.01C; however, no such reference shall constitute anyone a Member within the meaning of Section 5056 of the California Nonprofit Corporation Law. References in these Bylaws to "Members" shall mean active Members.
4.02. Good Standing
A Member in good standing shall be a Member meeting attendance and dues requirements as herein described in these Bylaws. Any Member not in good standing is ineligible to vote on a ballot. To be a Member in good standing requires:
A. Attendance Requirements. Attendance at a minimum of six (6)eight (8) General Meetings and working at one fundraising event per one-year term is required for good standing. Absences at general meetings can be made up at a Board Meeting. Absences at events can be made up with working two hands-on projects.
B. Financial Obligations. Dues and all other financial obligations are current (i.e., tickets, ticket revenue or reservation obligations).
C. Reporting Requirements. Completed and turned in all committee/project reports pertaining to the job prior to the end of the term for which project or job was completed. That Member serving as a Project and/or Standing Committee Chairperson, and/or Project Committee Sub-Chairperson, to complete and turn in to the Vice President of Operations all committee/project reports for each committee/project during the six (6) month term.
4.03. Leave of Absence.
Any Member in good standing may request a leave of absence for a reasonable cause regardless of the length of time the Member has been in the Corporation. Such status shall not exceed two (2) years. Such leave of absence shall not excuse the Member from the payment of all dues, taxes and assessments, nor entitle the Member to credit for attendance in the computation of attendance awards, but shall prevent the revocation of Membership for failure of attendance of said leave. Such request will then be reviewed and approved by the Board.
4.04. Request Membership Status Change.
Only those Active Members in good standing shall be permitted to request a status change of past active or leave of absence. A request by any Member for any one of these statuses shall be made in writing to the President or Secretary.
4.05. Returning Members.
A Past Active Member, who has not attained the age of forty (40), seeking readmission to the Corporation within twelve (12) months of being granted Past Active Membership status shall be exempt from provisions in Article 6., but shall be required to pay a reinstatement fee as set forth in the Standing Rules. All other former Members shall be subject to the requirements of Article 6.
4.06. Transferring Members.
A Member of another 20-30 club, who has not attained the age of forty (40), who is seeking transfer into the Corporation within 12 months of leaving a former chapter of Active 20-30, shall be exempt from provisions in Article 6., but shall be required to pay a reinstatement fee as set forth in the Standing Rules.
4.07. Past President Privilege
The Membership of any Past President of this Corporation shall not be revoked for failure to comply with the attendance provision of these Bylaws.
4.08. Termination of Active Membership.
A. Causes of Termination. A Membership shall terminate upon occurrence of any of the following events:
(1) Resignation of a Member
(2) At the close of the term in which a Member has attained the age of forty (40) years, after which the Member will become a Past Active Member;
(3) Failure of a Member to meet attendance requirements and/or financial obligations as set forth in 4.02, and the Member shall be dropped from the roll of Membership; and
(4) Occurrence of any event which renders a Member ineligible for Membership, or failure to satisfy Membership qualifications.
B. Procedure for Termination. If grounds exist for termination of a Member under Section 4.08 of these Bylaws, the procedure set forth below shall be followed:
(1) The Member shall be given thirty (30) days prior notice of the proposed termination and the reasons for the proposed termination. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first class to the Member's last address as shown on the roll of Membership.
(2) The Member shall be given an opportunity to be heard either orally or in writing at least five (5) days before the effective date. The hearing shall be held or the written statement be considered by the Board whether the termination should take place.
(3) The Board shall decide whether or not the Member shall be terminated. The decision of the Board shall be final.
ARTICLE 5. FEES AND ASSESSMENTS
5.01. Membership Fee and Dues.
Each Active Member of this Corporation shall pay a Membership fee and regular dues and assessments as may be levied in accordance with these Bylaws. The dues for Active Members shall be stated in the Standing Rules.
5.02. Delinquent Members.
Members thirty (30) days in arrears for the current six (6) monthone (1) year term shall be sent a statement of account and if dues and fees are not paid within thirty (30) days thereafter, said Member shall be classified as delinquent and assessed a fine as stated in the Standing Rules. If the account is not cleared within thirty (30) days, termination procedures will begin.
5.03. Pro-ration of Dues.
When a person eligible for Membership is read into the Corporation, the dues shall be prorated according to the month that the person joined.
ARTICLE 6. REQUIREMENTS FOR NEW MEMBERS
6.01. New Member's Class.
There will be a New Member's class of prospective members read in up to four times a year.
6.02. New Membership Requirements.
Each person seeking Membership shall be required to meet the requirements set forth in the Standing Rules.
ARTICLE 7. MEETING OF MEMBERS
7.01. Place of Meeting.
Meetings of the Members shall be held at any place designated by the Board.
7.02. General Meetings.
Meetings of Members shall be held on the second Tuesday of each month provided that a single meeting date may be changed by a majority vote of the Membership present and voting at the regular business meeting immediately preceding the meeting date to be changed.
7.03. Annual Meeting.
The annual meeting of Members shall be held at the last monthly general meeting of Members of the term, at 7:00 p.m., unless the Board fixes another date or time and so notifies the Members as provided in Section 7.05 of these Bylaws. At this meeting, written ballots for Directors Executive Officers and Directors may be cast and any other proper business may be transacted, subject to Sections 7.05 B and 7.05C of these Bylaws.
7.04. Special Meeting.
A. Persons Authorized to Call. A special meeting of the Members may be called for any lawful purpose by the Board, or the President, or five percent (5%) or more of the Members.
B. Calling Meetings. If a special meeting is called by any person (other than the board) entitled to call a meeting, the request, specifying the general nature of the business proposed to be transacted, shall be submitted in writing to the President or one of the Vice Presidents or Secretaries of the Corporation. The officer receiving the request shall cause notice to be given promptly to the Members entitled to vote, in accordance with the provisions of Section 7.05 of these Bylaws, stating that a meeting will be held at a specified time and date fixed by the Board; provided, however, that the date of such meeting shall not be less than thirty-five (35) nor more than ninety (90) days following the receipt of the request. the notice is not given within twenty (20) days after receipt of the request, the person(s) requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time at which a meeting of Members may be held when the meeting is called by the Board.
7.05. Notice Requirements for Meetings of Members.
A. General Notice Requirements. Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given in accordance with Section 7.05 C., to each Member entitled to vote. The notice shall specify the place, date and hour of the meeting and,
(1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or
(2) in the case of a regular or annual meeting, those matters which the Board, at the time the notice is given, intends to present for action by the Members. Any proper matter may be presented at such meeting. The notice of the meeting at which written ballots for Officers and Directors may be cast shall include the names of all persons who are nominees at the time notice is given.
B. Notice of Certain Agenda Items. Approval by the Members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of these proposals:
(1) Removing a Director without cause;
(2) Filling vacancies on the Board;
(3) Amending the Articles of Incorporation;
(4) Electing to wind up and dissolve the Corporation; and
(5) Changing amounts of the Membership dues.
C. Manner of Giving Notice. Notice of any meeting of Members shall be in writing and shall be given to Members entitled to vote not less than ten (10) nor more than ninety (90) days before the date of the meeting; provided, however, that if notice is given by mail and if the notice is not mailed by first-class, registered or certified mail, notice shall be given not less than twenty (20) days before the date of the meeting at the address of that Member appearing on the roll of Membership.
A quorum of the Corporation shall consist of one-third (1/3) of the total Membership of the voting power for the transaction of business at any meeting.
Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, persons entitled to vote at any meeting of Members shall be Active Members in good standing and who have met the full attendance requirements.
A. Manner of Casting Votes. Voting may be by voice, email, or ballot; provided, however, that any election of Executive Officers and Directors must be by written ballot.
B. Voting. Each Member entitled to vote shall be entitled to cast one (1) vote on each matter submitted to a vote of the Members.
C. Approval by Majority Vote. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the Members, unless voting by classes or the vote of a greater number of required by California Nonprofit Mutual Benefit Corporation Law.
7.08. Action by Written Ballot Without a Meeting.
A. General. Any action that may be taken at any meeting of Members may be taken without a meeting upon compliance with the provisions of this Section 7.08.
B. Solicitation of Written Ballots. Written ballots shall be mailed or delivered in the manner required by Section 7.05C to all voting Members. All solicitations of votes and distributions by ballot shall:
(1) indicate the number of responses needed to meet the quorum requirement;
(2) with respect to ballots other than for election of Directors, state the percentage of approvals necessary to pass the each candidate and the office or chair to which nominated;
(3) specify the time by which the ballot must be received in order to be counted;
(4) set forth the proposed action;
(5) provide the Members an opportunity to specify approval or disapproval of any proposal;
(6) provide a reasonable time within which to return the ballot to the Corporation, specifying the address to which the ballot is to be sent. The written ballot shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith. In any election of Directors, a written ballot which is marked by a Member "withhold" or is otherwise marked in a manner indicating that the authority to vote is withheld, shall not be voted.
C. Quorum; Approval by Majority Vote. Approval by written ballot shall be valid only when
(1) the number of votes cast by ballot, within the time specified, equals or exceeds the quorum required to be present at a meeting authorizing the action, and
(2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
D. Revocation. A written ballot may not be revoked.
E. Retention of Ballots. All written ballots shall be filed with the Immediate Past President and retained in the corporate records for a period of one (1) year.
ARTICLE 8. ELECTION OF DIRECTORS AND OFFICERS
The elective officers of this Corporation shall be elected for a term of one year. They shall be installed and take office at the close of the July Meeting.
8.02 Nominations by Committee.
The following provision shall become effective on August 1, 2006: In May, the Nominating Committee, as described in Section 11.01 of these Bylaws, will nominate at least two (2) Members for the office of President, four (4) Members for the office of Vice President and ten (10) to twelve (12) Members for the six (6) elected Board of Directors positions. Candidates for President shall have served as Vice President. Nominations will appear in the newsletter previous to the elections in July. Candidates for Vice President shall have been a Member of the Corporation for at least two (2) years and shall have served on the Board of Directors. Candidates for Board of Directors shall have been a Member of the Corporation for at least two (2) years. Under special circumstances, the Nominating Committee and/or the Board of Directors have discretion to dictate other criteria.
8.03. Nominations From the Floor.
When slate announcements are made at the June General meeting, any active Member in good standing may place names nomination.
8.04. Succession of Officers.
The following provision shall become effective on August 1, 2006: The President becomes the Immediate Past President for the following term running unopposed, providing there are no nominations from the floor.
8.05. Solicitation of Votes.
If more than one candidate is nominated for an office, the Nominating Committee shall formulate procedures which allow: (a) a reasonable opportunity for a nominee to communicate to the Members of nominee's qualifications and reasons for candidacy; and (b) a reasonable opportunity for all Members to choose among the nominees.
8.06. Election Voting.
Members who become active as of the business meeting prior to the elections shall be eligible to vote in the elections for the following term. Prospective Members who are to be admitted as active Members at the election meeting, shall be welcomed as Members only after the election has taken place.
8.07. Absentee Election Voting.
Any Member may request an absentee ballot for the annual election of officers, by personally contacting by telephone or in person the Immediate Past President prior to the election and submitting reasons for the Member's inability to be present at the election meeting. For good cause shown, the Immediate Past President may grant the requesting Member an absentee ballot. All absentee ballots shall be cast twenty-four (24) hours prior to the election.
8.08. Roll Call.
Roll call shall be called at the election meeting.
8.09. Election of Officers.
The candidate for President receiving a majority of the votes cast for that office shall be declared the elected President. The two (2) candidates for Vice President, who receive the greater number of votes cast for that office, shall be declared the elected Vice Presidents. The six (6) candidates for Director, who receive the greater number of votes cast for that office, shall be declared elected Directors.
ARTICLE 9. OFFICERS
9.01. Elective Officers.
The elective officers of this Corporation shall be the President, two (2) Vice Presidents, Immediate Past President and six (6) Directors.
9.02. Appointed Officers.
The Recording Secretary, Corresponding Secretary and Treasurer shall be appointed by the President, with consent by the Board and will serve as Board Members.
The officers shall be elected and hold office for a term of one year and until their successors are elected and qualified, as further set forth in the Bylaws of this Corporation.
A vacancy occurring in any elective office, except that of the President or Vice President, shall be filled by a majority vote of the Board for the unexpired term. In the event of a vacancy in the office of President or Vice President, the vacant position shall be filled by special election by a vote of the majority of the Membership.
9.05. Officer Duties
The officers of the Corporation shall be a President, a Vice President of Operations, Vice President of Membership, an Immediate Past President, Recording Secretary, Corresponding Secretary, a Treasurer, and six (6) Directors whose duties shall be as follows:
A. President. The President shall, subject to the control of the Board, be the general manager of the Corporation and generally supervise, direct and control the activities and affairs of the Corporation. The President shall perform all executive duties of the Corporation, or shall delegate the same to self-appointed Members or self-appointed committees. The President shall preside at all meetings of Members and at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board or the Bylaws. The President shall be ex-officio Member of all standing committees.
B. Vice Presidents. In the absence or disability of the President, the two (2) Vice Presidents shall jointly perform all of the duties of the President and, when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall be the Mistresses of Ceremonies for the Anniversary Brunch. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the Bylaws.
1. Vice President of Operations. The Vice President of Operations shall be responsible for the following: arranging a location and refreshments for each regular general and board meeting of the term, including Board Retreats; arranging for storage of all supplies belonging to the corporation; collecting reports; and chairing the Awards Standing Committee.
2. Vice President of Membership. The Vice President of Membership shall be responsible for the following: overseeing visitations on behalf of the organization; coordinating special dinner meetings of the term, including Election Dinner, Holiday Dinner, and the President’s last board meeting; generating attendance awards for the Anniversary Brunch; and acting as the liaison to all other 20-30 Clubs.
C. Recording Secretary.
1. Book of Minutes. The Recording Secretary shall keep a book of minutes of all meetings and actions of the Board, of the Executive Committee and of Members, with the time and place of holding, whether annual, regular or special, and, if special, how authorized, the notice given, the names of those present at board and executive committee meetings and the number of Members present at Members' meetings. At each general meeting of the Corporation, at the request of the President, the Recording Secretary shall call the roll, read the minutes of the previous meeting, and make such corrections and/or additions as may be directed. The Recording Secretary shall keep a copy of the Articles of Incorporation and Bylaws, as amended to date.
2. Other Duties. The Recording Secretary shall be responsible for the correspondence of the Corporation. The Recording Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
D. Corresponding Secretary.
1. Membership Records. The Corresponding Secretary shall keep, or cause to be kept at a place determined by resolution of the Board, a record of the Corporation's Members, showing the names of all Members, their addresses and the class of Membership held by each. The Corresponding Secretary shall serve all notice to those Members failing to meet requirements slated by Article 4, Section 4.02 A (Attendance) and Section 4.02. C. (Reporting Requirements). This notice shall be to inform all delinquent Members in accordance with Article 4, Section 4.07 (Termination of Active Membership) of these By-Laws. The Corresponding Secretary shall keep all records including the roll of active Members and a file of all offices and activities of each Member. The Corresponding Secretary serving shall provide a list of all Members eligible for attendance awards to the Vice President of Membership prior to the annual Anniversary Brunch.
2. Notices and Seal. The Corresponding Secretary shall give, or cause to be given, notice of all meetings of Members, of the Board and of the Executive Committee required by these Bylaws to be given. The Secretary shall keep the Corporate Seal in safe custody.
3. Other Duties. The Corresponding Secretary shall be responsible for the correspondence of the Corporation. The Corresponding Secretary shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
1. Collection of Revenues. The Treasurer shall collect all dues, fees and other revenues and make all disbursements.
2. Books of Account. The Treasurer shall project a budget, shall keep and maintain adequate and correct books and accounts of the properties and transaction of the Corporation, and shall send or cause to be sent to the Members and Directors such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times. The Treasurer shall prepare an account of receipts and disbursements to the current six (6) months' term at the end thereof to be presented at the February and August Board Meetings. The Treasurer shall render all statements as required by Article 5, Section 5.02, and inform all delinquent Members for the terms and provisions of Articles 4 and 5, Sections 4.07 and 5.02 of these Bylaws.
3. Presentation of Bills. The Treasurer shall present bills due at each board meeting and, upon approval of the Board of Directors, issue checks in payment thereof. The Treasurer shall obtain the President's approval before paying any bills that cannot wait for Board of Directors approval up to a maximum of $100.00.
4. Deposit and Disbursement of Money and Valuables. Disbursement of funds of the Corporation may be made only on checks signed by the Treasurer and the President, or in the absence of the President, the Vice President or Secretary. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors, shall render to the President and remaining Board of Directors, when requested, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
F. Immediate Past President. The Immediate Past President shall become a Member of the Board of Directors and shall act as a consulting officer to the President and serve as the Corporation's Parliamentarian. The Immediate Past President shall also conduct the election process and installation of newly elected officers.
ARTICLE 10. BOARD OF DIRECTORS
Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the Members, the activities and affairs of the Corporation shall be managed and all corporate power shall be exercised, by or under the direction of the Board.
10.02. Number and Qualification of Directors.
The authorized number of elected Directors shall be six (6). Directors shall be active Members in good standing. In addition to the six (6) elected Directors, the remaining Board of Directors shall consist of the President, Vice President of Operations, Vice President of Membership, Corresponding Secretary, Recording Secretary, Treasurer and Immediate Past President
10.03. Election and Term of Office of Directors.
Directors shall be elected by written ballot cast at or within ten (10) days of the annual meeting of Members to hold office during the following one year term. Each Director shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. No person may be elected to the same Board position for more than two (2) consecutive terms.
Each Member of the Board shall be entitled to cast one (I) vote on any matter or resolution presented. The President shall vote only in case of a tie.
A. Events Causing Vacancy. A vacancy or vacancies on the Board of Directors shall exist on the occurrence of any of the following: (i) the failure of any Director to attend six (6) Board Meetings; (ii) the death or resignation of any Director, (iii) the vote of the Members to remove any Director; (iv) the increase of the authorized number of Directors; or (v) any other event causing a vacancy under the California Nonprofit Mutual Benefit Corporation Law.
B. Resignations. Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a later time, a successor may be elected to take office when the resignation becomes effective.
C. Filling Vacancies. Except for vacancies created by removal of a Director by the Members, vacancies on the Board of Directors may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. The Members may fill any vacancy or vacancies not filled by the Directors.
10.06. Regular Board Meetings.
Regular meetings of the Board of Directors shall be held on the fourth Tuesday of each month, or at the option of the Board of Directors, at such place and date as may be fixed by the Board of Directors or designated in the monthly newsletter. The regular meetings of the Board of Directors shall be open to the general Membership.
10.07. Special Board Meetings
A. Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the President, by written request to the President of four (4) Board Members, or ten (10) regular Members of the Corporation.
(1) Manner of Giving. Notice of the time and place of special meetings shall be given to each Director by personal delivery of written notice, by first-class mail, by telegram or by telephone communication, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director.
(2) Time Requirements. Notices sent by first-class mail shall be deposited in the United States mails, postage prepaid, at least four (4) days before the time set for the meeting. Notices by personal delivery, telephone or telegraph shall be given at least 24 hours before the time set for the meeting.
(3) Notice Contents. The notice shall state the time and place of the meeting. The notice need not state the purpose of the meeting.
A quorum of the Board of Directors shall consist of seven (7) Members of the Board. 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 shall be regarded as the act of the Board and subject to the provisions of these Bylaws or the California Nonprofit Mutual Benefit Corporation Law. A meeting at which a quorum is 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 that meeting,
10.09. Waiver of Notice.
Notice of a meeting need not be given any Director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given any Director who attends the meeting without protesting before or at its commencement.
10.10. Action Without Meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all Members of the Board of Directors shall individually or collectively consent in writing to such action. Such consent or consents shall have the same force and effect as a unanimous vote of the Board of Directors and shall be filed with the minutes of the proceedings of the Board of Directors.
ARTICLE 11. COMMITTEES
11.01 Nominating Committee.
The nominating committee shall consist of the President, Immediate Past President, and any additional Active Past Presidents. All Past Active Past Presidents are invited to attend the committee meeting as advisors. If the committee selected is less than eight (8), the Immediate Past President has the discretion to select additional long term active club members to serve on this committee. These members will not be interested in running for office and will be selected for their merits of prior offices held and or active committee work and attendance. The Immediate Past President shall act as chairperson of the committee and will call and announce the slate of candidates.
11.02. Executive Committee.
The Corporation may have an Executive Committee which shall be composed of the President, Vice President of Operations, Vice President of Membership, Corresponding Secretary, Recording Secretary, Treasurer, and Immediate Past President. The Executive Committee shall have and may exercise the authority of the Board in the management of the affairs and activities of the Corporation between meetings of the Board, subject to such limitations or restrictions as the Board may from time to time impose. Meetings and actions of the Executive Committee shall be governed by, held and taken in accordance with the provisions of Article 7 of these Bylaws, concerning meetings and other actions of the Board except that the time for regular meetings and the calling of special meetings may be determined either by resolution of the Board or, in the absence of a Board resolution, by resolution of the committee. Minutes shall be kept of each meeting and shall be filed with the corporate records.
11.03. Other Committees.
The President, with the advice and consent of the Board of Directors, shall establish such committees as may be necessary in connection with the performance of the Corporation's projects, the promotion of its purposes and ideals, and the enjoyment and recreation of its Members in the transaction of its business. Chairmen shall be appointed by the President.
ARTICLE 12. INDEMNIFICATION
12.01. Right of Indemnity.
To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers and other persons described in Section 7237 (a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them, in connection with any "proceeding", as that term is used in that Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. "Expenses" as used in this Bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code.
12.02. Approval of Indemnity.
On written request to the Board by any person seeking information under Section 7237(a) or Section 7237(c) of the California Corporations Code, the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met and, if so, the indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of the Members. At that meeting, the Members shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met, and if so, the Members present at the meeting in person or by proxy shall authorize indemnification.
12.03. Advancement of Expenses.
To the fullest extent permitted by law, and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 12.01 and 12.02 of these Bylaws, in defending any proceeding covered by those Sections, shall be advanced by the Corporation before the final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation of those expenses.
ARTICLE 13. RECORDS AND REPORTS
13.01 Maintenance of Corporate Records Articles and Bylaws.
The Corporation shall keep:
A. Adequate and correct books and records of account;
B. Written minutes of the proceedings of its meetings, Board, and Executive Committee.
C. A record of each Member's name, address, and class of Membership.
D. The original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the Members at all reasonable times.
13.02. Members' Inspection Rights.
Subject to Division 2, Part 3, Chapter 13, Article 3 (commencing at Section 8330) of the California Corporations Code, and unless the Corporation provides a reasonable alternative as provided below, any Member may do either or both of the following:
A. Inspect and copy the records of Members' names, addresses, and voting rights on five (5) days prior written demand on the Corporation, which demand must state the purpose for which the inspection rights are requested; or
B. Obtain from the Secretary, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of Members who are entitled to vote for the election of Directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the Member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to. the Member on or before the late of ten (10) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.
The Corporation may, within ten (10) days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the Membership list. Any rejection of this offer must be in writing, and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.
If the Corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a Member's interest, or if it provides a reasonable alternative under this Section, it may deny the Member access to the roll of Membership.
Any inspection and copying under this Section may be made in person or by the Member's agent or attorney. The fight of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Corporation.
13.03. Annual Reports.
The Corporation shall notify each Member yearly of the Member's right to receive a financial report pursuant to this Section. Upon written request of a Member, the Board shall promptly cause the most recent annual report to be sent to the requesting Member. An annual report shall be prepared not later than one hundred twenty (120) days after the close of the Corporation's fiscal year. Such report shall contain the following information in appropriate detail: (a) 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; Co) a statement of the place where the names and addresses of the current Members are located; and (c) any information required by Corporations Code Section 8322 regarding indemnification and certain transactions. This report shall be accompanied by the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation. In addition, if the Corporation engages in transactions or indemnifications as set forth in Corporations Code Section 8322, it shall furnish annually to its Members and Directors a statement of such transaction or indemnification.
ARTICLE 14. AMENDMENTS
Except as otherwise required by law or by the Articles of Incorporation, new Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the Board or by approval of the Members as defined in Corporations Code Section 5034. The proposed amendment shall first be presented in writing at a regular general meeting and read aloud to the Membership by the proponents thereof. The President shall then instruct the Newsletter Chairman to inform the Membership of the nature of the proposed amendments and the date of the next regular general meeting. The amendment may be adopted upon a two-thirds (2/3) affirmative vote of the total number of Members present and voting. Written notice of the adoption of these Bylaws or of such proposed amendments or additions shall be given in accordance with the notice requirements contained in these Bylaws.
ARTICLE 15. MISCELLANEOUS
Unless the context otherwise requires, the general provisions, rules of construction and definitions of the California Nonprofit Mutual Benefit Corporation law shall govern the construction of these Bylaws.
Robert's Rules of Order shall be the parliamentary authority for this Corporation.