BYLAWS

MOUNTAIN ARTS NETWORK

 

Mountain Arts Network BYLAWS

(a California Nonprofit Public Benefit Corporation)
as of June, 2010

ARTICLE I

NAME

The name of this organization is Mountain Arts Network (herein after referred to as "MAN" or the "organization").

The fiscal year of the organization shall be from July 1 through June 30.

ARTICLE II

OFFICES

SECTION 2.01. PRINCIPAL OFFICE

The principal office for the transaction of the activities and affairs of the organization is located in the County of San Bernardino, California. The Board of Directors ("the Board") may change the principal office from one location to another.

SECTION 2.02 OTHER OFFICES

The Board may at any time establish branch or subordinate offices at any place or places where the organization is qualified to conduct its activities.

ARTICLE III

PURPOSES AND LIMITATIONS

SECTION 3.01. PURPOSES

This organization is a nonprofit public benefit organization and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporate Law for charitable and public purposes. This organization is organized exclusively for charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue Law). Notwithstanding any other provision of these Bylaws, this organization shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this organization, and the organization shall not carry on any other activities not permitted to be carried on (i) by a organization exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law); (ii) by a organization, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

SECTION 3.02. OBJECTIVE

The objective of this organization shall be to foster appreciation of the arts in the San Bernardino Mountains region in Southern California; to provide one or more public exhibition venues for its members and associated organizations; to sell the works of its members to the public; to educate the community by collaboration with schools and charitable organizations; and to enhance love, appreciation and promotion of the arts and culture in general.
SECTION 3.03. LIMITATIONS

(a) Political activity. No part of the activities of this organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this organization shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office.

(b) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this organization shall ever inure to the benefit of any of its Officers, Directors, Members, Employees, or to the benefit of any private individual.

(c) Dissolution. Upon the winding up and dissolution of this organization, after paying or adequately providing for the payment of the debts., obligations and liabilities of the organization, the remaining assets of this organization shall be distributed to a nonprofit fund, foundation or organization which is organized and operated exclusively for charitable purposes and which has established its tax-exempt state under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.)

ARTICLE IV

MEMBERSHIP

SECTION 4.01. QUALIFICATIONS AND RIGHTS OF MEMBERSHIP

(a) Classes and Qualifications. This organization shall have five classes of members, consisting of persons dedicated to the purposes of this organization, who meet other qualifications for membership, as the Board may determine shall be eligible for membership on approval of the membership application by the Board and on timely payment of such dues and fees as the Board may fix from time to time. The five classes consist of the following: Individual, Senior 55+ years, Student, Family and Business or Group.

(b) Voting Members. The members of the classes of membership having voting rights shall be entitled to vote, as set forth in these Bylaws, on the election of the Board of Directors, on the disposition of all or substantially all of the assets of the organization, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the organization, on an amendment to the Articles of Incorporation, except as otherwise specified in the California Nonprofit Corporate Law; and on the adoption, amendment or repeal of these Bylaws, except as otherwise specified in the repeal of these Bylaws, except as otherwise specified in the California Nonprofit Corporate Law. In addition, members shall have all rights afforded members under the California Nonprofit Corporate Law.

(c) Other Persons Associated with the Organization. The organization may refer to persons of certain nonvoting classes or other persons or entities associated with it as "members," even though those persons or entities are not voting members as set forth in Section 4.01 of these Bylaws, but no such reference shall constitute anyone a member within the meaning of the California Nonprofit Corporate Code unless that person or entity shall have qualified for a voting membership under Section 4.01(b) of these Bylaws. References in these Bylaws to members shall mean members as defined in the California Nonprofit Corporate Code and as set forth in Section 4.01(b) of these Bylaws. By amendment of these Bylaws, the organization may grant some or all of the rights of a member of any class, as set forth in these Bylaws, to any person or entity that does not have the right to vote on any of the matters specified in Section 4.01(b) of these Bylaws, but no such person or entity shall be a member within the meaning of the California Nonprofit Corporate Code.

SECTION 4.02. DUES, FEES, AND ASSESSMENTS

Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments in amounts to be fixed from time to time by the Board. The dues, fees, and assessments shall be as follows: Individual $30. $20 for Seniors and Students. Family members, an additional $10 each. $65 for Business or Group but the Board may, in its discretion, set different dues, fees, and assessments for each class.

SECTION 4.03 GOOD STANDING

Those members who have paid the required dues, fees, and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing.

SECTION 4.04 TERMINATION AND SUSPENSION OF MEMBERSHIP

(a) Causes of Termination. A membership shall terminate on occurrence of any of the following events:

(i) Resignation of the member, on reasonable notice to the organization;

(ii) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;

(iii) Occurrence of any event that renders the member ineligible for membership, failure to satisfy membership qualifications; or

(iv) Expulsion or suspension of the member pursuant to Sections 4.04(b) and 4.04(c) of these Bylaws.

(b) Suspension of Membership. A member may be suspended, under Section 4.04(c) of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination.

(i) That the member has engaged in conduct materially and seriously prejudicial to the purposes and interests of the organization.

(ii) A person whose membership is suspended shall not be a member during the period of suspension.

(c) Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a member, the procedure set forth below shall be followed:

(i) The member shall be given fifteen (15) days prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the records of the organization.

(ii) The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the expulsion or suspension should take place.

(iii) The Board shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the Board, committee, or person shall be final.

(iv) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within 6 months after the date of the expulsion, suspension, or termination.

SECTION 4.05. MEETING OF MEMBERS

(a) Place of Meetings. Meetings of the members shall be held at any place within California designated by the Board. In the absence of any such designation, members' meetings shall be held at the principal office of the organization.

(b) General Meetings. The general Meeting of the Board which is open to all members shall be held on the second Wednesday of each month of each year at 6:00 pm unless the Board fixes another date or time and so notifies members and Directors as provided in Section 4.05(d) of these Bylaws.

(c) Annual Meetings. An annual meeting of all members shall be held once a year to be held on the second Wednesday of June of each fiscal year unless the Board fixes another date or time and so notifies members as provided in Section 4.05(d) of these Bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held the next full business day. At this meeting, Directors shall be elected and any other proper business may be transacted, subject to the notice requirements of Section 4.05(d)(ii) of these Bylaws.

(d) Special Meetings. A special meeting of the Board of Directors may be called for any lawful purpose by a majority vote or by the President, Vice President, Secretary or by two members of the Board of Directors. A special meeting called by any person(s) (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President of the Board, Vice President or the Secretary of the organization. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, stating that a meeting will be held at a special time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section 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.

No Business, other than the business of the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

 

(e) Notice Requirements for Members' Meetings.

(i) 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 4.05(d) of these Bylaws, to each member entitled to vote at the meeting. The notice shall specify the place, date, and hour of the meeting and, (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting. The notice of any meeting at which Directors are to be elected or written ballots distributed for the election of Directors shall include the names of all persons who are nominees when the notice or the ballot is given.

(ii) 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 the proposal or proposals:

a. Removing a Director without cause;
b. Filling vacancies on the Board;
c. Amending the Bylaws;
d. Amending the Articles of Incorporation; or
e. Electing to wind up and dissolve the organization.

(iii) Manner of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least ten (10) days but no more than ninety (90) days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication such as email, and shall be addressed to each member entitled to vote, at the address given by the member to the organization for purposes of notice

(f) Quorum.

(i) Number Required. One-half (1/2), present in person, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, regular or special. The annual meeting requires at least 25% or one-quarter (1/4) of the general membership to be present or not present for a general election or vote of organization status, provided, however, that the only matters that may be voted on at any special or annual meeting actually attended by less than one-quarter (1/4) of the voting power are matters of the general nature of which was disclosed in advance to the members by written notice pursuant to Article IV, Section 4.05(d) of these Bylaws.

(ii) Loss of Quorum. The members present at a duly called or held meeting at which a quorum is presented may continue to transact business until adjourned, even if enough members have withdrawn, 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.

(g) Adjournment and Notice of Adjourned Meetings. Any member's meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members attending the meeting. No meeting may be adjourned for more than sixty (60) days. When a member's meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the organization may transact any business that might have been transacted at the original meeting.

(h) Voting.

(i) Eligibility to Vote. Subject to the provisions of the California Nonprofit Corporate Law, the only persons entitled to vote at any meeting of members shall be voting members who are in good standing as of the record date determined pursuant to Section 4.08 of these Bylaws.

(ii) Manner of Casting Votes. Voting may be by voice or ballot, except that any election of Directors must be by ballot if demanded by any member at the meeting before the voting begins.

(iii) Voting. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members. Cumulative voting shall not be permitted.

(iv) Approval by Majority Vote. If a quorum is present, the affirmative vote of a 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 the vote of a greater number, or voting by classes, is required by the California Nonprofit Corporate Law or by the Articles of Incorporation.

SECTION 4.06. ACTION WITHOUT A MEETING

(a) Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by written ballot complying with Section 4.06(a)(i) and (ii) of these Bylaws.

(i) Solicitation of Written Ballots. The organization shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be mailed or delivered in the manner required by Section 4.06(d)(iii) of these Bylaws. All solicitations of votes by written 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 measure or measures; (3) with respect to ballots for election of Directors, state the name of each nominee; and (4) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (1) set forth the proposed action; (2) provide the members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time within which to return the ballot to the organization, specifying the address to which the ballot is to be sent. If the organization has one hundred (100) or more members, any written ballot distributed to ten (10) or more members shall provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of Directors, a written ballot which is marked by a member "withhold" or is otherwise marked in a manner indicating that authority to vote is withheld, shall not be voted.

(ii) Number of Votes and Approvals Required as designated in Section 406 (e) (i). Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including those ballots that are marked "withhold" or otherwise indicate that authority to vote is withheld) and received 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.

(iii) Revocation. A written ballot may not be revoked.

(iv) Filing. All written ballots shall be filed with the Secretary of the organization and maintained in the corporate records for at least two (2) years.

Board, the record date for determining those members entitled to vote by written ballot shall on the day on which the first written ballot is mailed or solicited.

 

SECTION 4.07. PROXIES

Proxies for the Board of Directors are unlawful. Voting Directors must be present to vote at a regular or special Board Meeting. Proxies, however, may be used by the general membership at the annual meetings.

SECTION 4.08 ELECTION OF DIRECTORS

(a) Nominations by Committee. The President shall appoint a committee to select qualified candidates for election to the Board at least ninety (90) days before the date of any election of Directors. This nominating committee shall make its report at least sixty (60) days before the date of the election or at such other time as the Board of Directors may set and the Secretary shall forward to each member, with the notice of meeting required by these Bylaws, a list of all candidates nominated by committee under this section.

(b) Nominations From the Floor. If there is a meeting of members to elect Directors, any member present at the meeting may place names in nomination.

(c) Solicitation of Votes. The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications and the reasons for the nominee's candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

SECTION 4.09 RECORDS

(a) Official Records of the Organization. The Secretary shall keep or cause to be kept, at the principal office of the organization or at a place determined by resolution of the Board, a record of the members of the organization showing each member's name, address, and class of membership.

(b) Members' Inspection Rights. Members have a right to review the organization's general minutes or financials upon written request. Notification of such a request must be made at a minimum of two (2) weeks in advance. Minutes from Special Board Meetings shall be considered confidential.

(i) Membership records. Members may review membership records when requested in accordance with Section 4.09(b).

(ii) Accounting Records and Minutes. On written demand presented to the organization, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member's interest as a member. Any such inspection and copying may be made in person or by the member's agent or attorney. Any right of inspection extends to the records of any subsidiary of the organization.

(iii) Maintenance and Inspection of Articles and Bylaws. The organization shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of its 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. The recorded minutes of all Special Meetings shall remain unavailable to members of the organization.

SECTION 4.10. ANNUAL REPORT

(a) Annual Reports. The Board shall cause an annual report to be sent to the members within one hundred twenty (120) days after the end of the fiscal year of the organization. That report shall contain the information specified in Article IX Section 9.03 of these Bylaws.

ARTICLE V

DIRECTORS

SECTION 5.01. POWERS

(a) General Powers. Subject to the provisions and limitations of the California Nonprofit Corporate Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the organization shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

(b) Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Board of Directors shall have the power to:

(i) Appoint and remove, at the pleasure of the Board, all Officers, Directors, agents and employees of the organization; prescribed powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws which requires from them security for faithful performance of their duties and meaningful contributions to the organization.

(ii) Change the principal office or the principal business office in the State of California from one location to another; cause the organization to be qualified to its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings.

(iii) Adopt and use an organization logo for advertising, promotions and forms of communication and be able to alter the logo if adopted by the Board.

(iv) Borrow money and incur indebtedness on behalf of the organization and cause to be executed and delivered for the purposes of the organization, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.

(v) Adopt or alter Mountain Arts Gallery Rules and Procedures presented by the Gallery Manager in order to ensure smooth running of business for the good of the organization.

(vi) Oversight of all committees, standing and ad hoc.

SECTION 5.02 NUMBER AND ELECTION OF DIRECTORS
AND RESTRICTIONS ON DIRECTORS

(a) Authorized number. The authorized number of Directors shall be eleven (11). Directors need to be residents of the State of California, members in good standing of MAN and who make a commitment to be an active Director.

(b) Election of Directors. Directors shall be elected at each annual meeting of the members to hold office as designated in Section 5.03 for a maximum of three (3) years in any one position. In the event of an open position on the Board of Directors, the President may appoint a replacement who then needs to be ratified at the next Board of Directors meeting. Such specially appointed and ratified directors shall serve out the remainder of the prior director's term before being required to stand for election at a general meeting of all members. Each Director, including a Director elected to fill a vacancy or elected at a special members' meeting, shall hold office until expiration of the term for which elected.

SECTION 5.03 TERM OF OFFICE OF DIRECTORS

The Directors newly appointed or selected in accordance with section 5.02(b) shall hold office for a term of three (3) years. There shall be no limit on the member of terms a director may consecutively serve. Termination of a Director of the Board shall follow the criterion and process found in section 4.04.

SECTION 5.04 VACANCIES OF DIRECTORS

(a) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following.

(i) the sudden death, removal, suspension or resignation of any Director; or

(ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court of convicted of a felony or has been found by final order or judgment of any court to have breached a duty under the California Nonprofit Corporate Law.

(b) Suspension or Removal. A Director may be removed or suspended under Section 4.04(c) of these Bylaws, based on the good faith determination by the Board or a committee or person authorized by the Board to make such a determination.

(i) That the member has failed in a material and serious degree to observe the organization's Code of Ethics or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the organization.

(ii) The member has had three (3) unexcused absences.

(c) Resignations. Except as provided in this subsection, any Director may resign effective upon giving written notice to the President or the Secretary, of the Board, unless such notice specifies a later time for the resignation to become effective. In the event a verbal resignation is received with no promise of written notice, this will be acceptable to the Board with the Secretary so noting in the official file. Except upon notice to the Attorney General of the State of California, no Director may resign when the organization would then be left without a duly elected Director or Directors in charge of its affairs.

(d) Election of Directors. Newly appointed and ratified Directors shall be elected at each annual meeting of the members to hold office until their term expires; however, if an annual meeting is not held or the Directors are not elected at an annual meeting, they may be elected as any special members' meeting held for that purpose. Each Director, including a Director elected or appointed to fill a vacancy or elected at a special members' meeting, shall hold office until expiration of the term for which elected or appointed and until a successor has been elected.

(e) Filling Vacancies Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum, or by a sole remaining Director.

(f) No vacancy or reduction of number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director's term of office expired.

SECTION 5.05. ADVISORY BOARD

An Advisory Board may be established of five (5) community leaders who will take oversight responsibilities for the Board of Directors, ensuring accountability to the organization's vision, goals and financial prudence.

ARTICLE VI

COMMITTEES

SECTION 6.01 COMMITTEES OF THE BOARD

The Board, by resolution adopted by a majority of the Directors then in office, may create one or more committees, and each may consist of one or more Directors, or member in good standing, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office.

SECTION 6.02. MEETINGS AND ACTIONS OF THE COMMITTEES

Meetings and action of committees of the Board shall be governed by, held and taken in accordance with the provisions of Article V of these Bylaws, concerning meetings and other action of the Board, except that the time for regular meetings of such committees and the calling of special meetings thereof may be determined either by resolution of the Board or, if there is no Board resolution, by resolution of the committee of the Board. Minutes shall be kept of each meeting of any committee of the Board and shall be filed with the corporate records. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws or in the absence of rules adopted by the Board, the committee may adopt such rules.

Further Committees to include ad hoc committees:

(a) shall function under the leadership of a committee chair appointed by the board;

(b) shall meet in a manner conducive to conduction business of the committee, including in person, or by phone or e-mail, or other means to accomplish said business;

(c) shall report to the board at each scheduled board meeting as to progress of the committee in accomplishing its goals;

(d) members of the committee shall not take actions which incur costs or commitments of MAN or its affiliates without approval by the Board.

ARTICLE VII

OFFICERS

SECTION 7.01. OFFICERS

The officers of the organization shall include a President, Vice President, Secretary, and Treasurer. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President.

SECTION 7.02. ELECTION OF OFFICERS

The officers of the organization, except those appointed in accordance with the provisions of Section 7.03 of this Article VII, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. No officer shall serve more than one (1) term in the particular office for which he was elected without a one-year break. The term of any office is three (3) years.

SECTION 7.03. REMOVAL OF OFFICERS

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.

SECTION 7.04. RESIGNATION OF OFFICERS

Any officer may resign upon written notice to the organization without prejudice to the rights, if any, of the organization under any contract to which the officer is a party.

SECTION 7.05. VACANCIES IN OFFICE

A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

SECTION 7.06. RESPONSIBILITIES OF OFFICERS

President. When the President is elected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. The President shall be the Chief Executive Officer and general manager of the organization and shall generally supervise, direct and control all activities and affairs and the officers of the organization. The President shall preside at all meetings of the Board and act as ex officio at all committee meetings. The president shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Vice President. In the absence or disability of the President, the Vice President shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board of Directors or the Bylaws.

Secretary. Official Records. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the principal office in the State of California, a copy of the Articles of Incorporation and Bylaws, as amended to date. If the organization is one having members, the Secretary shall also maintain a complete and accurate record of the membership of the organization, as well as a record of the proceedings of all meetings of the membership.

(i) Notices and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors and of committees of the Board required by these Bylaws to be given. The Secretary shall collect agenda items from the Board prior to meetings and distribute in ample time before meetings.

Treasurer. Books of Account. The Treasurer of the organization shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the organization, and shall send or cause to be sent to the 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.

(i) Deposit and disbursement of money and valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the organization with such depositories as may be designated by the Board, shall disburse the funds of the organization as may be ordered by the Board, shall render to the President, when requested, an account of all transactions as Treasurer and of the financial condition of the organization and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

(ii) Bond. If required by the Board, the Treasurer shall give the organization a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the organization of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Treasurer upon death, resignation, retirement or removal from office.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

SECTION 8.01. INDEMNIFICATION

(a) Right of Indemnity. To the full extend permitted by law, this organization shall indemnify its Directors, officers, employees and other persons described in Section 5238(a) of the California Corporate Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any "proceeding", as that term is used in such Section and including an action by or in the right of the organization, by reason of the fact that such person is or was a person described by such Section. "Expenses", as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Organization Code.

(b) Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Organization Code, the Board shall promptly determine in accordance with Section 5238(e) of the Code whether the applicable standard has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met.

(c) Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the organization prior to the final disposition of the proceeding upon receipt by the organization of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the organization thereof.

SECTION 8.02. INSURANCE

The organization shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees and other agents of the organization, against any liability asserted against or incurred by an Officer, Director, employee or agent in such capacity or arising out of the Officer's, Director's, employee's or agent's status as such.

 

 

SECTION 8.03. ANNUAL REPORT

Except as provided under Section 6321(c)(d) or (f) of the California Organizations Code, not later than one hundred twenty (120) days after the close of the fiscal year of the organization, the Board shall cause an annual report to be sent to all members of the Board. Such report shall contain, but not be limited to, the following information in reasonable detail:

(i) The assets and liabilities, including the trust funds, of the organization as of the end of the fiscal year.

(ii) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

(iii) The revenue or receipts of the organization, both unrestricted and restricted to particular purposes, for the fiscal year.

(iv) The expenses or disbursements of the organization, for both general and restricted purposes, during the fiscal year.

(v) A summary of activities for the year including photographs.

ARTICLE IX

CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporate Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular and the term "person" includes both a legal entity and a natural person.

These bylaws may be amended with approval of the Board of Directors and being brought forward to the general membership for approval.

Where not addressed in these bylaws, the rules and regulations shall be followed according to the Robert Rules of Order Newly Revised.