The Executives’ Association of the San Fernando Valley, Inc., a California Corporation. Dated February 21, 2017. View the original scanned pages.
The purposes for which this Corporation is formed shall be: (a) to institute and maintain a method of collecting, recording and exchanging business information for and between its members; (b) to encourage trade expansion for the benefit of its members; (c) to create and encourage cooperative business methods so as to better or increase the efficiency and service of the business by its members; (d) to develop and carry on such activities as shall be found best to promote the welfare of its members and affect the purposes for which the Corporation is formed; and (e) to encourage business and professional development within the community as a whole.
The principal office of the Corporation for its transaction of business is 2828 Cochran Avenue #178, Simi Valley, CA 93065.
The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another in the County of Los Angeles, California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.
The corporation shall have three (3) classes of members to be known as Regular Members, Affiliate Members and Honorary Members.
A.A Regular Member is defined as a Corporation (domestic or foreign) (profit or non-profit) Partnership, Sole Proprietorship, Limited Partnership, Association or other business organization carried on or having an office within the geographic area represented by the Corporation.
Each Regular Member shall designate a representative and may designate an alternate to attend weekly meetings of the Corporation. Each designated representative shall have decision making authority on behalf of the regular member. Such designated representative or alternate must have one (1) year experience in the field of the business of the regular member. In the absence of the representative, the alternate has all the privileges and obligations of the representative at the weekly meetings. Each such business organization shall constitute one (1) membership and be granted only one (1) voting right per member. An Alternate may attend up to 40% of the meetings in lieu of the Representative in any three (3) month period.
B.An Associate representation may be granted to an additional person from any business organization who is a regular member and allows attendance at meetings and participation in the affairs of this Corporation. No regular member may have more than one (1) Associate representative within the Corporation.
Such Associate member must have (1) year of experience in the field of the business of the regular member.
When such membership is granted, any Associate representative shall comply with all of the By-Laws and rules and regulations of this Corporation and shall have the same privileges, rights and obligations, except for the purposes of voting.
C.An Honorary Member is defined in Section 2.08 of these Bylaws.
D.An Affiliate Member is defined in Section 2.08a of these Bylaws.
Any business organization defined in 2.01 above, or in Section 5065 of The California Corporations Code, is eligible to be a member of the Corporation, if that business and dba has been in business for at least one (1) year within the area set forth as follows:
•Los Angeles County
•Ventura County
Any business organization that holds membership in this Corporation as defined in Section 2.02 paragraph one (1) above or in Section 5065 of the California Corporation Code, may accept membership in any Executives’ Association, defined as an approved International Executives’ Association, without the consent of the Board of Directors of this Corporation. The assigned representative of the member business organization that has accepted a membership in any other Executives’ Association cannot hold representation in more than one (1) Executives Association simultaneously.
a.Payment of the prescribed admission fee which must be made before induction, signifies acceptance and the willingness of the member to conform to all rules and regulations of the Corporation whether expressed in the bylaws or otherwise, which have been or may be, from time to time, adapted by the Corporation or the Board of Directors. All new members, having been accepted by the Board of Directors and the general membership shall accept membership on a probationary status not to exceed ninety (90) days. Should it become necessary to terminate the processed membership within that time period, the initiation fee paid to the Corporation by that member in question shall be returned to it, less fifty percent (50%).
b.Upon acceptance to the Corporation by the Board of Directors, a new member or an existing member who has been delinquent twice within a twelve (12) month period shall provide to the Executive Director a credit card acceptable to the Corporation which shall be maintained on file by the Executive Director for the duration of the member’s tenure with the Corporation. The member shall be responsible for updating or changing the credit card information when necessary. At the discretion of the member, the credit card may be used by the member for payment of any and all application fees, monthly dues, or other fees owed to the Corporation. At the discretion of the Executive Director, acting on behalf of the Board of Directors, and solely and exclusively when a member is beyond forty-five (45) days in arrears from the date of invoicing, the member’s credit card on file may be charged by the Corporation to cure a member’s delinquent account.
Member proposals shall be processed as set forth below in this section.
All proposals for any classification of new member or change in classification of an existing member shall be submitted to the Executive Director on the form and in the manner prescribed by the Board of Directors.
The Board of Directors shall prescribe the procedures for; (a) Processing and approval of the membership proposals; (b) The solicitation of members after approval of the membership proposals and the life of the membership proposal.
The Board of Directors shall determine business classifications, and each member shall represent a different business, trade, occupation, or profession, and there shall be only one (1) member for each, provided however that exception to this requirement may be authorized by the Board of Directors. A membership classification shall be closed upon approval of a membership application and shall remain closed until the expiration of the membership.
There shall be a fee in such amount as may be determined by resolution of the Board of Directors charged for, and payable with the application for membership. Such application fee upon acceptance for membership shall be non-refundable, with the exception as defined in section 2.03 above.
The monthly dues payable to the Corporation by members shall be in such amount as shall be determined by resolution of the Board of Directors. Dues shall be payable for the first month on admission to membership and monthly thereafter at such time or times as may be fixed by the Board of Directors. Thirty (30) days written notice is required for resignation of membership and cessation of further dues and assessments.
Any member representative may apply for Honorary Membership in the corporation, provided that the approved criteria as outlined in the Corporate Policies and Procedures for Honorary Membership have been satisfied.
The requirements for this representation shall be set forth in the Policies and Procedures of the Past Presidents Council which is responsible for the selection of this representation.
Upon the Board of Directors annual review, and before adoption of the yearly budget, the Board of Directors shall recommend to the membership, at a business meeting, a proposed increase, decrease, or no change in dues or special assessments. Notice any proposed change in dues or special assessments shall be published and distributed to the membership two (2) weeks prior to the next business meeting. Any changes in dues or special assessment shall require approval of two-thirds (2/3) of the votes cast. Votes cast shall be submitted to the Executive Director prior to the time set for the vote, pursuant to any time limitations otherwise required by these bylaws January 3, 2017.
There shall be no limit on the number of members the Corporation may admit.
The Corporation shall keep in written form or any form capable of being converted into written form, a membership book containing the name, address, classification, attendance and leads activity of each member. The book shall also contain the fact of termination and the date on which such membership ceased. Such book shall be kept at the principal office of the Corporation and shall be subject to the rights of inspection, required by law as set forth in Section 2.12 of these Bylaws.
Each member and the Corporation shall have all of the rights and responsibilities provided for in California Corporation Code Section 8330 through 8338, regarding inspection of records.
The Corporation shall not issue membership certificates.
A member of the Corporation shall not solely because of membership be personally liable for the debts, obligations or liabilities of the Corporation.
Neither the membership in the Corporation nor any rights in the membership may be transferred to another party without meeting the requirements of section 2.01 and the written consent of the Board of Directors.
A.Member- Any member may be suspended or expelled for cause defined as: (a) Violation of any of the Bylaws or rules or regulations of this Corporation, (b) conduct prejudicial to the best interests of this Corporation.
B.Designated Representative – Any representative may be suspended or expelled for cause defined as: (a) Violation of any Bylaws or rules or regulations of this Corporation, (b) Conduct prejudicial to the best interest of this Corporation, or Active participation in an organization designated representative in another leads organization outside of the geographic area specified in Section 2.02, shall not constitute a violation of this section.
The Board of Directors shall determine if and when a member shall be suspended or expelled. Bankruptcy of any member shall be subject to Board review.
No suspension or expulsion shall be effective unless a statement of charges is sent by registered or certified mail to such member at the last known address at least fifteen (15) days before the meeting at which final action regarding suspension or expulsion is to be taken. Such notice shall state the time and place of such meeting, and that the member shall be given an opportunity to present a defense.
Suspension or expulsion shall require the affirmative two-thirds (2/3) majority of all votes cast at a duly constituted Board of Directors meeting.
Any member who is so suspended or expelled shall not be relieved of the obligation to pay any fees, assessments, or other charges that may be due as of the date of suspension or expulsion, and shall have no recourse or claim against the Corporation, or any of its officers, directors, agents, or members by reason of such suspension or expulsion.
A.Transfer of 50% or more ownership in a corporation or equity interest of a partnership, or sole proprietorship, the Board of Directors shall terminate the membership of that regular member as defined in Section 2.01 of the Bylaws. Prior to reopening the classification, that member shall have first option to re-apply for that category within the first thirty (30) days after said transfer, in which case a new application must be submitted and the assigned representative and the applicant must appear before the Membership Committee for review. The Association may assess only the cost of membership changes. All new initiation fees will be waived. No representative shall attend meetings until the transfer has been approved by the Board of Directors.
B.A membership shall be automatically terminated unless specifically excused by action of the Board of Directors in the case of any member who fails to pay dues or other assessments or charges appropriately levied by the Board of Directors within thirty (30) days after the due date provide there shall first be notification of such delinquency allowing fifteen (15) days thereafter to cure such delinquency. Such termination shall not relieve such member of the payment of any delinquent sums so due.
Any member may resign by filing a written resignation with the Corporation to be effective no less than thirty (30) days after the notice of such resignation. Resignation shall not relieve a member of the obligation to pay any fees, assessments, or other charges accrued or consented to by the member and which remain unpaid as of the effective date of such resignation.
Reinstatement of any member may be made upon compliance with the procedures for admitting a new member provided that such reinstatement may impose as a further condition the payment of any delinquent sums owed to the Corporation.
A.Representative: Three consecutive unexcused absence is grounds for termination of membership at the Board’s discretion. More than 50% absences excused or unexcused in any three (3) month period, may terminate the membership at the Board’s discretion. Attendance requirements are satisfied by either the designated representative or the alternate during the three (3) month period. The Board of Directors may approve additional absences in special cases. Members must be represented a minimum of sixty percent (60%) of the meetings during any six (6) month period by the designated representative or membership may be terminated at the Board’s discretion. The Executive director must be notified by email or phone prior to the meeting or within two days after, to constitute an excused absence.
B.Make-ups: Attendance at Board Meetings, at educational or other meetings sponsored by the Corporation, or attendance at other Executives’ Association meetings may be considered as make-ups when the Executive Director is so notified. Illness, extended travel or personal problems confronting members shall be considered individually by the Board of Directors.
Meeting of members shall be held at the principal office of the Corporation, or at such location within the State of California as may be designated from time to time by resolution of the Board of Directors.
The Annual meeting of the members shall be held for the purpose of the election of Directors. The Annual meeting shall be held at the November Business meeting of the membership.
Regular meetings of the members shall be held on each Wednesday that is not a legal holiday, at the time and place fixed by the Board of Directors, for the purpose of exchanging leads and information.
Business meetings shall be held once each quarter (January, April, July and November) to review with the membership the proceedings of the Board of Directors. Guests shall not be allowed to attend a Business meeting. A majority vote of the Board of Directors may designate a Special Business meeting.
No notice shall be required of Regular or Business meetings of the Corporation’s membership. Written notice of the Annual meeting shall be personally delivered or posted by First Class Mail, postage prepaid, ten (10) days before the date of the meeting, to each member who on the record date for notice of the meeting is entitled to vote there at.
In the event notice is given by mail or other means of written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Corporation for the purpose of notice.
No Annual meeting of members may be postponed more than 45 days. If a meeting is adjourned to another time or place, and a new record date is fixed for notice or voting, a notice of the adjourned or postponed meeting shall be given to each member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.
The notice shall state the place, date, time and subject matter of the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.
The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum of the designated representatives is present, either in person or by proxy, and if either before or after the meeting, each of the person entitled to vote but not present in person signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes 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 meeting.
A quorum at any meeting of members shall consist of greater than fifty percent (50%) of the voting power, represented in person. For the purposes of this Bylaw, “voting power” means the power to vote for the election of Directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred.
The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.
In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented in person, but no other business may be transacted except as provided in section 3.09 of these Bylaws.
Each regular member is entitled to one (1) vote on each matter submitted to a vote of the members. An associate member shall not be entitled to vote.
(a)Ballot Requirement. Subject to the limitations specified in Section 3.12(b) of these Bylaws, any action which may be taken at any Regular, Business or Annual meeting of may be taken without a meeting provided there is satisfaction of the following ballot requirements:
(1)The Corporation distributes a written ballot within a minimum of seventy-two (72) hours prior to that voting meeting to every member entitled to vote on the matter;
(2)The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Corporation;
(3)The number of votes cast by ballot with the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action;
(4)The number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(b)Solicitation of Ballot. Ballots shall be solicited in a manner consistent with the requirements of giving notice of members’ meetings set forth in Section 3.05 of these Bylaws and of voting by written ballot set forth in Section 3.12 ( c) of these Bylaws. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted as set forth in Section 3.12(1).
(c)Voting by Written Ballot. When a written ballot is distributed to ten (10) choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot is distributed, to be acted on by such written ballot. The form shall also provide, subject to reasonable specified conditions, that where the member solicited specifies a choice with respect to any such matter, the vote must be cast in accordance therewith. In any election of Directors, any form of written ballot in which the Directors to be voted on are named therein as candidates and which is marked by a member “withheld” or otherwise marked in a manner indication that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.
(d)Revocation of Ballot. A written ballot may not be revoked.
(a)Chairman. The President of the Corporation or, in his or her absence, the officers in order of succession, as defined in Article V, Section 5.01, pursuant to Subparagraph ( c) of this section, shall preside over the meetings of the members.
(b)Secretary of Meetings. The Secretary of the Corporation shall act as the Secretary of all meetings of members; provided that in their absence, the Chairman of the meetings of members shall appoint another person to act as secretary of meetings.
( c)Procedure for Meetings. All meetings shall be governed by ROBERTS’S RULES OF ORDER, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws or other rules or regulations of the Corporation.
The Corporation shall have a minimum of ten (10) and maximum of thirteen (13) Directors. Collectively, the Directors shall be known as the Board of Directors.
Each Director must be the designated representative of the member firm for a minimum of twelve (12) months. The designated representative must have attended eighty percent (80%) of the regular meetings during the preceding six (6) months and served on a committee within the past twelve (12) months. Directors shall be eligible for reelection for a maximum of two (2) consecutive terms as set forth in Section 4.03 provided they continue to meet the qualifications for election.
The length of a Director’s term shall be 24 months. If a Director is serving as President-Elect at the end of that Director’s term, that Director’s term shall automatically be deemed to be extended an additional twelve (12) months.
Directors shall be elected at each annual meeting of the membership. The Directors elected at the Annual meeting, shall take office on the succeeding January 1.
Nominating Committee. The immediate past President or any past President currently a member in good standing, shall serve as the Chair of the Nominating Committee. The Nominating Committee shall be comprised of the said past president, a current member of the Board and two (2) members of the Corporation, who shall be appointed by the said past president. The charge of Nominating Committee shall be to verify that the nominee meets the criteria set forth in section 4.02 of these Bylaws, and shall verify the nominee’s willingness to serve on the Board.
(a)Nominations. The period for nominations shall begin at the September business meeting and shall continue for two (2) weeks from the date.
(b)Ballots. The ballot shall be prepared by the Nominating Committee and submitted to the President and Executive Director of their review. After said review, the ballot shall be published in the Newsletter immediately following the October business meeting.
The Members shall vote by written ballot, either submitted in person at the November business meeting, or submitted to the Executive Director prior to that meeting. The nominees receiving the highest number of votes shall be deemed elected. Write-in candidates and nominations from the floor will not be accepted.
The Directors shall serve without compensation.
(a)Time of Regular Meetings. Regular meetings of the Board shall be held once per month, at such time and place as determined by the Board of Directors of the Corporation.
(b)Place of Meetings. All meetings of the Board shall be held at the principal office of the Corporation as specified in Section 1.02 of these Bylaws or as changed from time to time as provided in Section 1.03 of these Bylaws, or at such location as determined by the Board of Directors.
(c)Special Meetings. Special meetings of the Board may be called by the President or Vice President or the Secretary or any two (2) members of the Board of Directors, and shall be held on four (4) hours’ notice made by first class mail, postage prepaid, or on forty-eight (48) hours’ notice made via personal contact or thirty-six (36) hours’ notice via email to the Directors last known email address. Notice of the special meeting need not be given to any Director who signs 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, or at its commencement, the lack of such notice to such Director. All such waivers, consents, and approval shall be filed with the Corporate records or made part of the minutes of the meetings.
(d)Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided. In the event a quorum of the Board of Directors is not present, a telephone vote, using either an external speaker phone or a conference call, where all of the voting members hear both sides of the conversation will constitute a duly accepted vote by the Board members.
(e)Transactions of the Board. Except as otherwise provided in the Articles, in these Bylaws, or by law, 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, provided, however, that any meeting at which a quorum was 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 such meeting.
(f)Conduct of Meetings. The President, or in his or her absence, the officers in order of succession shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary’s absence, any person appointed by the presiding officer shall act as Secretary of the meetings. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at all the meeting.
(g)Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time and place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. Procedures for notification shall follow the same guidelines as set forth in special meetings, section 4.07 (c ).
Any action required or permitted to be taken by the Board may be taken without meeting, if all members of the Board 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 such Directors.
Subject to the limitations of the Articles of Incorporation these Bylaws and the Corporations Code of California, relating to action required to be approved by members of the Corporation, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by and under the direction of its Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers and duties in addition to the other powers enumerated in these Bylaws.
(a)To select and remove all the other officers, agents and employees of the Corporation; prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles of these Bylaws, supervise the performance of their duties, fix their compensation and require of them security for faithful service.
(b)To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefore not inconsistent with law, or with the Articles of these Bylaws, as they may deem best.
(c)To establish a Corporate headquarters office. To prepare and adopt annual interim budgets, provided however, such budget must be balanced based upon expected income derived from approved membership fees.
(d)To review all major financial expenditures related to Corporation objectives.
(e)To have minutes of all Board meetings and closed regular meetings on file with the Executive Director.
(f)To authorize the use by a member or group of members of the Corporation’s name or logo.
(a)Removal for Cause. The Board may declare vacant the office of a Director on the occurrence of any of the following events:
(1)The Director has been declared of unsound mind by a final order of court;
(2)The Director has been convicted of a felony; or
(3)The Director has been found by a final order or judgment of any court to have breached duties imposed by Section 7238 of the Corporation Code on directors who perform functions with respect to assets held in charitable trust.
(4)The Director without reasonable cause, has failed to attend three (3) meetings of the Board, within one (1) calendar year.
Removal Without Cause. Any or all of the Directors may be removed without cause if, where the Corporation has fewer than fifty (50) members, such removal shall be approved by a majority of all members pursuant to Section 5033 of the Corporations Code; or where the Corporation has more than fifty (50) members, such removal shall be approved by the members within the meaning of Section 5034 of the Corporations Code.
Any Director may resign effective on giving written notice to the President or the Executive Director of the Corporation. Unless the notice specifies a later time for the effectiveness of such resignation the resignation shall be immediately effective. If the resignation is effective at a future time, a successor may be elected to take office the resignation becomes effective.
(a)Cause. Vacancies on the Board of Directors shall exist on the death, resignation or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the members in any election to elect the full number of Directors authorized.
(b)Filling Vacancies by Directors. 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.
(c )In the event of a vacancy on the Board of Directors occurs pursuant to section 4.12(a), the new director chosen to fill the vacancy shall serve the remaining term or the office of the vacating director.
The officers of the Corporation shall, in order of succession be, a President, a President-Elect, a Secretary, a Chief Financial Officer and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The President, the Chief Financial Officer and the Executive Director shall be empowered to sign checks on behalf of the Corporation. Two (2) of the above signatories shall be required for each check of the Corporation. The President is the general manager and chief executive officer of the Corporation. Only one (1) office may be held by the same person simultaneously.
After his or her term in office and while serving in the Board of Directors, the immediate Past President cannot be an officer of the Corporation. The person holding the office of President can serve in that capacity only once every seven years. The President Elect of the Corporation shall automatically succeed to the position of President the year following the completion of the term of the current President.
The officers, with the exception of the President, who shall have served as President-Elect in the prior year shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time on written notice to the Corporation under contract to which the officer is a party.
Each officer of the Corporation shall be an incumbent of the Board of Directors, with a minimum of six (6) months Board membership prior to their installation as an officer of the corporation. The President-Elect shall have a minimum of two (2) years remaining in their term pursuant to section 4.03 of these Bylaws and each other person accepting an officer position shall have a minimum of one (1) year remaining in their term on the Board of Directors, unless filling the remaining term of a vacant office. Any person serving as Presidency of the Corporation shall have had at least one (1) year prior service as an officer of the Corporation.
The Board of Directors shall elect officers at the December meeting of the Board and such officers shall assume their office and its responsibilities at the next regular meeting of the membership.
The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board and committees of the Board.
The Corporation shall also keep a record of its members giving their names and addresses and the class of membership held by each. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
The Corporation shall notify each member yearly of the member’s right to receive a financial report pursuant to Corporations Code Section 8321(a). Except where the Corporation does not have more than one hundred (100) members or more than ten thousand ($10,000) dollars in assets at any time during the fiscal year, on the written request of a member the Board shall promptly cause the most recent annual report to be sent to the requesting member. The annual report shall be prepared not later than one hundred and twenty (120) days after the close of the Corporation’s fiscal year.
The annual report shall contain inappropriate detail the following: (1) 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; (2) a statement of the place where the names and addresses of the current members are located; and (3) any information concerning certain transactions and indemnifications required by Corporations Code Section 8322. The annual report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of any authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
The Corporation shall furnish annually to its members a statement of any transaction or indemnification described in Corporations Code Section 8322(d) and ( e), if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 6.02 of these Bylaws.
Any Director or officer who was or is involved or is threatened to be involved as a party or otherwise in any threatened, pending, or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is a Director or Officer of this Corporation, shall be indemnified by this Corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action suit or proceeding, or the defense thereof, if such person has acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of this Corporation and with respect to any criminal action or proceeding, had no reasonable ground to believe such conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which was reasonably believed to be in or not opposed to the best interests of this Corporation and with respect to any such criminal action or proceeding, has reasonable cause to believe that the conduct was not unlawful.
Within a reasonable time after the institution of any of the foregoing, the person seeking the indemnity shall give the Corporation written notice thereof with all material facts involved.
Expenses incurred in any of the foregoing may be paid by the Corporation in advance of the final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified as set forth herein.
The Directors shall from time to time have the right to establish such committees as they may deem to be appropriate to carry out the purposes of this Corporation.
The Board of Directors may recommend to the membership, at a business meeting, an amendment to Bylaws (including repealing sections or adding sections). Notice of the proposed amendment shall be published and distributed to the membership prior to the next regular meeting. At a business meeting, at least two (2) weeks following the date of the proposal, the vote of the Membership shall take place. Two-thirds (2/3) voting membership approval, either voting in person or by signed ballot submitted to the Executive Director prior to the time set for voting, shall be required to pass an amendment to the Bylaws.
I hereby certify that I am duly acting Executive Director of said Corporation and that the foregoing Bylaws, comprising of twelve (12) pages, constitute the Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors thereof held on and such were approved by the necessary vote of the membership.
DATED: February 2017
Deana Linderholm
Executive Director
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