BY LAWS OF
TAHOE NORDIC SEARCH AND RESCUE TEAM, INC.,
A California and Nevada Nonprofit Corporation
The
name of this corporation shall be TAHOE NORDIC SEARCH AND RESCUE TEAM, INC.
ARTICLE II: OFFICES
2.1 PRINCIPAL OFFICES.
The
principal office for the transaction of the business of the corporation
("principal executive office") is located in Placer County,
California. The directors may change the principal office from one location to
another. Any change of this location
shall be noted by the secretary on these bylaws opposite this section, or this
section may be amended to state the new location.
2.2
OTHER OFFICES.
The
board of directors may at any time establish branch or subordinate offices at
any place or places where the corporation is qualified to do business.
ARTICLE III: OBJECTIVES AND PURPOSES
3.1
The objectives of this
corporation shall be:
a. To provide a well-trained search and rescue team available for searches wherever needed.
b. To assist the Placer County Sheriff's Department or Office of Emergency Services in the performance of their duties.
c. To provide its members with training in search and rescue procedures.
d. To educate the public with regard to the inherent dangers of mountain activities.
ARTICLE IV: NONPARTISAN ACTIVITIES
4.1 This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
ARTICLE V: DEDICATION OF ASSETS
5.1 The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any-private person or individual, or any member or director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code section 501(c)(3).
ARTICLE VI:
MEMBERSHIP
6.1 QUALIFICATION.
There shall be only one class of membership in this corporation. Any person eighteen years of age or older shall be eligible for membership upon acceptance by the board of directors.
6.2 FEES, DUES AND ASSESSMENTS.
Each member in good standing may be required to pay, within the time and on the conditions set by the board of directors, dues and/or fees in such amounts as may be fixed from time to time by the board of directors. The board of directors shall have sole discretion as to whether any dues and/or fees shall be assessed.
6.3 TERMINATION OF MEMBERSHIP.
a. Causes of Termination. The membership of any member shall terminate upon the occurrence of any of the following events:
v. The failure of the member to pay any dues and/or fees within the times set forth by the board of directors; or
vi. The determination by the board of directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct as set forth in these bylaws.
b. Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (vi) above, the following procedure shall be implemented:
i. A notice shall be sent by mail by prepaid, first class or registered mail to the most recent address of the member as shown on the corporation's records, setting forth the and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
ii. The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five (5) days before the effective date of the proposed expulsion. The hearing will be held by a special member expulsion committee composed of not fewer than three (3) members and/or directors appointed by the president. The notice to the member of his proposed expulsion shall state the date, time and place of the hearing on his proposed expulsion.
iii. Following the hearing, the expulsion committee shall decide whether or not the member should in fact be expelled, suspended or sanctioned in some other way. The decision of the committee shall be final.
iv. Any person expelled from the corporation shall receive a refund of dues and/or fees, if any, already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment, if any.
6.4 TRANSFER OF MEMBERSHIPS.
No member may transfer for value a membership or any right arising from it. All rights of membership cease on the member's death.
7.1 PLACE OF MEETINGS.
Meetings of members shall be held at any place with in or without the State of California designated by the board of directors. In the absence of any such designation, members' meetings shall be held at the principal executive office of the corporation.
7.2 ANNUAL MEETING.
The annual meeting of members shall be held on the first (1st) Monday of May in each year. At this meeting, directors shall be elected, and any other proper business within the power of the members may be transacted.
7.3 OTHER REGULAR MEETINGS.
Other regular meetings of the members shall be held on the first (1st) Monday of each month from October through April. Such regular meetings may be held without notice.
7.4 SPECIAL MEETINGS.
A special meeting of the members may be called at any time by the board of directors, or by the chairman of the board, or by the president or vice president, or by five percent (5%) or more of the members.
If a special meeting is called by members, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of s7.5 and s7.6 of these bylaws, that a meeting will be held at the time requested by the members calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the members requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of members called by action of the board of directors may be held.
7.5 NOTICE OF MEMBERS' MEETINGS.
All notices of meetings of members shall be sent or otherwise given in accordance with 7.6 of these bylaws not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted and no other business may in that case be transacted, or (b) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the members.
If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
a. Removing a director without cause;
b. Filling vacancies on the board of directors by the members;
c. Amending the articles of incorporation; or
d.
Voluntarily dissolving the corporation.
7.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any members' meeting shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to each member at the address of that member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice. If no such address appears on the corporation's books and no other has been given, notice shall be deemed to have been given if sent to that member by first-class mail or telegraphic or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, delivered to a common carrier for transmission to the recipient, actually transmitted by electronic means to the recipient by the person giving the notice, or sent by other means of written communication. An affidavit of the mailing or other means of giving any notice of any members' meeting may be executed by the secretary or assistant secretary of the corporation giving the notice, and, if so executed, shall be filed and maintained in the minute book of the corporation.
7.7 QUORUM.
The presence in person or by proxy of thirty-three and one-third percent (33 1/3 %) of the members shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting a which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
7.8 ADJOURNED MEETING; NOTICE.
Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in 7.7 of these bylaws.
7.9 VOTING.
The members entitled to vote at any meeting of members shall be determined in accordance with the provisions of 7.12 of these bylaws, subject to the provisions of the California Nonprofit Corporation Law. The members' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if so demanded by any member before the voting has begun. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than the election of directors) shall be the act of the members, unless the vote of a greater number is required by the California Nonprofit Corporation Law or by the articles of incorporation.
7.10 WAIVER OF NOTICE OR CONSENT BY ABSENT
MEMBERS.
The transactions of any meeting of members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of s7.4 of these bylaws the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of notice of that, meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business due to inadequacy or illegality of the notice- also attendance at a meeting is riot a waiver of any right to object to the consideration of matters riot included in the notice of the meeting, if that objection is expressly made at the meeting.
7.11 MEMBER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by a number of members at least equal to the quorum applicable to a meeting of members. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. All solicitations of such consents shall indicate the time by which the consent must be returned to be counted.
7.12 RECORD DATE FOR MEMBER NOTICE, VOTING, AND GIVING CONSENTS
For purposes of determining the members entitled to notice of any meeting, or to vote or to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days or less than ten (10) days before the date of any such meeting or more than sixty (60) days before any such action without a meeting, only members of record on the date so fixed are entitled to notice, to vote or to give consents, as the case may be. If the board of directors does not so fix a record date:
a. The record date for determining members entitled to notice of or to vote at a meeting of members shall be the business day next preceding the day on which notice is given or, if notice is waived, the business day next preceding the day on which the meeting is held.
b. The record date for determining members entitled to give consent to corporate action in writing without, meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action, of the board has been taken, shall be the day on which the board adopts the resolution relating to that action.
7.13 PROXIES.
Proxies are not permitted.
8.1 NOMINATIONS AND SOLICITATIONS FOR VOTES.
Any member may nominate qualified candidates for election to the board of directors during the period beginning thirty (30) days before the date of the election and closing on the date of the election, and the secretary of the corporation shall forward to each member, with the notice of the meeting required by 7.5 of these bylaws, a list of candidates nominated, by office. If there is a meeting to elect directors, any member present at the meeting, in person or by proxy (if proxies are permitted), may place names in nomination.
8.2 VOTE REQUIRED TO ELECT DIRECTOR
Candidates receiving the highest number of votes shall be elected as directors.
9.1 POWERS.
Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall he managed and all corporate powers shall be exercised by or under the direction of the board of directors. Without prejudice to these general powers, and subject to the same limitations, the board of directors shall have the power to:
a. Select and remove all agents, and employees of the corporation; prescribe any power's and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation;
b. Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any members' meeting or meetings, including annual meetings;
c. Adopt, make, and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificates; and
d. Borrow money and incur indebtedness on behalf of the corporation, and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
9.2 NUMBER AND QUALIFICATION OF DIRECTORS.
The authorized number of directors shall be seven (7) until changed by an amendment to this bylaw adopted by the vote or written consent of a majority of the members entitled to vote. Four (4) of the directors shall be elected by the members, while the President, Vice President and Secretary shall fill the remaining three (3) vacancies. Directors need not be residents of the state of California nor members of the corporation.
9.3 ELECTIONS AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the members, to hold office for a two-year term. If an annual meeting is not held or the directors are not elected at an annual meeting, they may be elected at a special members' meeting held for that purpose. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected or until a successor has been elected and qualified.
9.4 VACANCIES.
Vacancies in the board of directors may be filled by a majority of the remaining directors whether or not less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the members or by court order, may be filled only by the vote of a majority of the members entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of a majority of the members entitled to vote. Each director so elected shall hold office until the next annual meeting of the members or until a successor has been elected and qualified.
A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of any of the following: (a) the death, resignation, or removal of any director, (b) if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under s5230 and following of the California Nonprofit Corporation Law; (c) the vote of the majority of the members to remove a director; (d) the authorized number of directors is increased; or (e) the failure of the members, at any meeting of members at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.
The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the voting power. Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective. No director may resign when the corporation would then be left without a duly elected director or directors in charge of its affairs. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
Not more than forty-nine percent (49%) of the persons serving on the board of directors at any time may be interested persons. An interested person is (a) any person being compensated by the corporation for services rendered to it: within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
9.5 PLACE OF MEETINGS AND MEETINGS BY TELEPHONE:
Regular meetings of the board of directors may be held at any place within or without the State of California that has been designated from time to time by the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or without the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this section, a regular or special meeting of the board of directors may be held at any place consented to in writing by all of the board members, either before of after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.
9.6 ANNUAL MEETING.
Immediately following each annual meeting of members, the board of directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall not be required.
9.7 OTHER REGULAR MEETINGS.
Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.
9.8 SPECIAL MEETINGS.
Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president, any vice president, the secretary, or any two directors. Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first class mail or telegram, charges prepaid, addressed to each director at that director's address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty eight (48) hours before the time of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting, nor need it specify the place if the meeting is to be held at the principal executive office of the corporation.
9.9 QUORUM.
A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in 9.11 of these bylaws. Every act or decision done or made by a majority of the directors present at a meeting duly held it which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) appointment of committees, and (c) indemnification of directors. 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.
9.10 WAIVER OF NOTICE.
The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. 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 meeting. Notice of a meeting shall also be deemed duly given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.
9.11 ADJOURNMENT.
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
9.12 NOTICE OF ADJOURNMENT.
Notice of the time and place of holding an adjourned meeting need not: be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall, be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
9.13 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 shall individually or collectively consent in writing or email to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.
9.14 FEES AND COMPENSATION OF DIRECTORS.
Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors to be just and reasonable.
10.1 COMMITTEES OF DIRECTORS.
13 The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate any number of committees to serve at the pleasure of the board.
Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:
a. The approval of any action, which, under the Nonprofit Corporation Law of California, also requires members' approval;
b. The filling of vacancies on the board of directors or in any committee;
c. The fixing of compensation of the directors for serving on the board or on any committee;
d. The amendment or repeal of bylaws or the adoption of new bylaws;
e. The amendment or repeal of any resolution of the board of directors, which by its express terms is not so amendable or repealable;
f. The appointment of any other committees of the board of directors or the members of these committees; or
g. The approval of any transaction (i) to which the corporation is a party and one or more directors have a material financial interest; or (ii) between a corporation and one or more of its directors or between a corporation and any one person in which one or more of its directors have a material financial interest.
10.2 MEETINGS AND ACTION OF COMMITTEES.
Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article IX of these bylaws, concerning meetings of directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.
11.1 OFFICERS.
The officers of the corporation shall be a president: a secretary, and a chief financial officer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of 11.3 of these bylaws. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as either the president or the chairman of the board.
11.2 ELECTION OF OFFICERS.
The officers of the corporation, except such officers as may be appointed in accordance with the provisions of 11.3 or 11.5 of these bylaws, shall be chosen by the members, and each shall serve at the pleasure of the members, subject to the rights, if any, of an officer under any contract of employment. The office of chief financial officer may be appointed for an indefinite term by the board of directors.
11.3 SUBORDINATE OFFICERS.
The members may appoint, and may empower the chairman of the board or the president to appoint, such other officers as the business of the corporation may require, each of whom shall have the title, hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the members may from time to time determine.
11.4 REMOVAL AND RESIGNATION OF OFFICERS.
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the members, at any regular or special meeting of the members, or, except in case of an officer chosen by the members, by any officer upon whom such power of removal may be conferred by the members. Any officer may resign at any time by giving Written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
11.5 VACANCIES IN OFFICES.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.
11.6 CHAIRMAN OF THE BOARD.
The chairman of the board, if such an officer is elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in s11.7 of these bylaws.
11.7 PRESIDENT.
Subject to such supervisory powers, if any, as may be given by the bylaws or board of directors to the chairman of the board, if there is such an officer, the president shall be the general manager and chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the members and, in the absence of the chairman of the board, or, if there is none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.
11.8 VICE PRESIDENTS.
In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, 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 upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the chairman of the board.
11.9 SECRETARY.
The secretary shall keep or cause to be kept, at the principal executive office, or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and, members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present or represented at members' meetings, and the proceedings. The secretary shall keep or cause to be kept, at the principal executive office, as determined by resolution of the board of directors, a record of members showing the names of all members and their addresses, and the membership held by each. The secretary or assistant secretary, or if they are absent or unable to act or refuse to act, any other officer of the corporation, shall give, or cause to be given, notice of all meetings of the members, of the board of directors, and of committees of the board of directors, required by the bylaws or by law to be given. The secretary shall keep the seal of the corporation if one is adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the bylaws.
11.10 CHIEF FINANCIAL OFFICER.
The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall at all reasonable times be open to inspection by any director. The chief financial officer shall deposit all moneys 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. He shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.
ARTICLE XII:
INDEMNIFICATION OF DIRECTORS< OFFICERS< EMPLOYEES AND OTHER AGENTS.
The corporation shall, to the maximum extent permitted by the California Nonprofit Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent Of the corporation, and shall have power to advance to each Such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this article, an "agent" of the corporation includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. The indemnification maybe granted to an agent pursuant to this article is conditioned upon the following:
13 Required Standard Of Conduct. The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he believed to be in the best interests of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful.
14 Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with paragraph (a) above shall be made by:
i. The board of directors by a majority vote of a quorum consisting of directors who are not parties to the proceedings;
ii. The affirmative vote (or written consent in accord with 7.11 of these bylaws) of a majority of the members represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum); or
iii. The court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this corporation. No indemnification or advance shall be made under this article in any circumstance when it appears: a. That the indemnification or advance would be inconsistent with a provision of the articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or b. That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement. Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this article. Nothing contained in this article shall affect any right to indemnification to which persons other than directors and officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise. The board of directors may adopt a resolution authorizing the purchase and maintenance of 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 this corporation would have the power to indemnify the agent against that liability under the provisions of this section. This article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the corporation as defined in this article. Nothing contained in this article shall limit any right to indemnification to which such trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
ARTICLE XIII: RECORDS AND REPORTS.
13.1 MAINTENANCE AND INSPECTION OF RECORD OF MEMBERS.
The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its members, giving the names and addresses of all members and the of memberships held by each member.
Any member of the corporation may (a) inspect and copy the records of member's names and addresses and voting rights during usual business hours on five (5) days prior written demand on the corporation, stating the purpose for which the inspection rights are requested, and (b) obtain from the secretary of the corporation, on written demand and on the tender of such secretary's usual charges for such list, a list of the members' names and addresses, those members who are entitled to vote for the election of directors, and their voting rights, as of the most recent record date for which that list has been compiled or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the secretary on or before the later 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. Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.
13.2 MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS.
The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, 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 during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the secretary shall, upon the written request of any member, furnish to that member a copy, of the articles and/or bylaws as amended to date.
13.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.
The
accounting books, records and minutes of proceedings of the members and the
board of directors and any committee or committees of the board of directors
shall be kept at such place or places designated by the board of directors, or,
in the absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form or in any other form
capable of being converted into written form. The minutes and accounting books
and records shall be open to inspection upon the written demand of any member
at any reasonable time during usual business hours, for a purpose reasonably
related to the member's interests as a member or by an agent or attorney, and
shall include the right to copy and make extracts. These rights of inspection
shall extend to the records of each subsidiary corporation of the corporation.
13.4 INSPECTION BY DIRECTORS.
Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
13.5 ANNUAL REPORT TO MEMBERS.
The corporation shall provide to the directors, and to those members who request it in writing, within one hundred twenty (120) days of the close of its fiscal year, a report containing the following information in reasonable 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 restricted and unrestricted to particular purposes, for the fiscal year;
d. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and e. any information required by California Corporations Code section 6322.
14.1 Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.
15.1 AMENDMENT BY MEMBERS.
New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of a majority of the members entitled to vote.
15.2 AMENDMENT BY DIRECTORS.
Subject to the rights of the members as provided in s15.1 of these bylaws, to adopt, amend or repeal bylaws, bylaws may be adopted, amended, or repealed by the board of directors, provided, however, that the board of directors may adopt a bylaw or amendment of a bylaw changing the authorized number of directors only for the purpose of fixing the exact number of directors within the limits specified in s9.2 of these bylaws.
CERTIFICATE OF SECRETARY
The undersigned, being the duly elected and acting secretary of the within corporation, does hereby certify that the above and foregoing Bylaws were adopted as the Bylaws of said corporation on the day of 2003, by the directors of the corporation.
Teresa Viehmann, Secretary