A CALIFORNIA NON-PROFIT MUTUAL BENEFIT CORPORATION
ARTICLE I
OFFICE LOCATION
Section 1.01 Principal Office. The principal office of the Corporation for the transaction of its business shall be an address designated by the Board of Directors and may be changed at any time by a vote of the majority of the Board of Directors.
Section 1.02 Change of Address. The Board of Directors has full power and authority to change the principal office of the Corporation from one location to another in geographic area served by the Corporation. Any change of address will be noted by the Secretary in these Bylaws, but will not be considered an amendment of these Bylaws.
ARTICLE II
PURPOSES AND LIMITATIONS
Section 2.01 Nonprofit Mutual Benefit Corporation. This Corporation is a nonprofit mutual benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Mutual Benefit Corporation Law.
Section 2.02 Primary Purpose. The specific purpose of this corporation is to protect and advance the interests of Belgian Tervuren canines and to promote public education and awareness of the Belgian Tervuren breed.
Section 2.03 Limitations. This Corporation is organized exclusively for charitable purposes within the meaning of Internal Revenue Code section 501(c) or the corresponding provision of any future United States internal revenue law. Despite any other provision of these Bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on by (a) a Corporation exempt from federal income tax under Internal Revenue Code section 501(c) or the corresponding provision of any future United States internal revenue law.
Section 2.04 Irrevocable Dedication. This Corporation is not organized for profit and no part of the net earnings, if any, of this Corporation, either during its existence or upon its dissolution, shall ever inure to the benefit of any private shareholder or individual, or any Director or officer thereof and the property of this Corporation is irrevocably dedicated to qualifying exempt purposes; provided, however, that until all indebtedness of this Corporation shall have been paid, such net revenues may be used for the purpose of paying or calling for redemption of any bonds, debentures, notes, or other evidences of such indebtedness. Upon the dissolution, liquidation or winding up of this Corporation, or upon abandonment, the assets of this Corporation remaining after payment of or provision for all debts or liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or Corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Internal Revenue Code section 501(c).
ARTICLE III
MEMBERS
Section 3.01 Classification. The Corporation shall have five classes of members, as specified below:
a) Regular (Individual): A Regular Member shall have the right to enjoy all club privileges including being eligible to vote and hold office and to receive corporation recognition and awards benefits and be on the corporation mailing list.
b) Regular (Household): A Household Member shall be a regular membership for two or more adults residing in the same household, each being eligible to vote and hold office and to receive corporation recognition and awards benefits and be on the corporation mailing list.
c) Associate: An Associate Member shall be on the corporation mailing list, without voting or office holding or awards privileges. This level of membership may be offered to individuals who live outside of the club’s service area, as well as to those individuals who live in the club’s area but are not active members.
d) Junior: A Junior Member shall be for individuals under 18 years of age, shall be on the corporation mailing list, without voting or office holding or awards privileges. A Junior membership has the right to convert to Regular status at age 18 (without waiting for the next membership renewal time).
e) Honorary: An Honorary Member shall be an individual who has made significant contributions to the Sport, Breed or the Club, as determined by the Board of Directors. Honorary members pay no dues and shall be on the corporation mailing list, without voting or office holding or awards privileges. Honorary members can also be regular (or household) members, with regular member benefits, if they elect to pay dues.
Section 3.02 Eligibility. Any person, as defined Corporations Code Section 5065, is eligible to be a member of the Corporation subject to the qualifications as provided in Section 3.03.
Section 3.03 Qualification. Any person, eligible for membership under Section 3.02 of these Bylaws, is qualified for membership only after that person has satisfied the following qualifications:
a) Be in good standing with the American Kennel Club
b) Resides in the geographic area served by the Corporation.
c) Has the endorsement of two unrelated Corporation members in good standing.
d) Has not been rejected for membership in the Corporation in the previous six (6) months.
Section 3.04 Admission to Membership: Any person, eligible for membership under Section 3.02 of these Bylaws and qualified for membership under Section 3.03 of these Bylaws, may be admitted to membership upon submittal of an application for membership in a form and manner prescribed by the Board of Directors. All applications are to be filed with the Secretary, and each application is to be screened by the Board of Directors and read at the next membership meeting, and then published in the corporation’s newsletter. At the meeting immediately following publication, the application shall be read and voted upon and upon the affirmative votes of 3/4 of the members present, the application shall be deemed approved for membership.
Section 3.05 Application Fee. There shall be an application fee that is determined by the Board of Directors, which shall be stated on the application form.
Section 3.06 Annual Dues. The annual dues payable to the Corporation by members will be in the amounts determined by resolution of the Board of Directors. Dues are payable for the first year on admission to membership and annually thereafter on December 1.
Section 3.07 Number of Members. There is no limit on the number of members the Corporation may admit.
Section 3.08 Transferability of Membership. Neither membership in the Corporation nor any rights in the membership may be transferred or assigned for value or otherwise.
Section 3.09 Membership Book. The Corporation shall keep a membership book containing the name, address, and class of each member in any form capable of being converted into written form. The book must also note if a membership has terminated and the date on which that membership ceased. The book will be kept at the principal office of the Corporation and is subject to the rights of inspection required by law and as set forth in Section 3.10 of these Bylaws.
Section 3.10 Member Right of Inspection.
a) Subject to the Corporation’s right to set aside a demand for inspection pursuant to Corporations Code Section 8331 and the authority of the court to limit inspection rights pursuant to Corporations Code Section 8332, and unless the Corporation provides a reasonable alternative, a member in good standing may do either or both of the following:
1) Inspect and copy the record of all the members’ names, addresses, and voting rights, at reasonable times, on five business days prior written demand on the Corporation, which must state the purpose for which the inspection rights are requested; or
2) Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of the date of demand. The demand must state the purpose for which the list is requested. The membership list will be available on or before the later of ten (10) business days after the demand is received, or after the date specified in the demand as the date as of which the list is to be compiled.
b) The rights of inspection set forth in Section 3.10(a) of these Bylaws may be exercised by any member, for a purpose reasonably related to that person’s interest as a member.
Section 3.11 Non-liability of Members. A member of the Corporation is not personally liable, solely because of membership, for the debts, obligations, or liabilities of the Corporation.
Section 3.12 Conversion of Membership.
(a) Any Regular (individual) member who fails to attend at least two membership meetings in a 24-month period, without an excusal from the Board Of Directors, shall have their membership status converted to Associate Membership subject to the notice provisions of Section 3.14 at the start of the next calendar year, if they should choose to renew their membership at the start of the next calendar year.
(b) If a former regular member now converted to Associate Membership has attended two meetings in the 12-month period subsequent to their conversion, they may choose to renew their membership as a Regular Individual member at the start of the next calendar year after that. If they should choose to not renew within 12 months of their conversion, in order to be considered for regular membership again after that time, they must proceed through the normal regular membership application and approval process.
(c) Any Regular (household) membership in which neither of the persons in the membership attends at least two membership meetings in a 24-month period, without an excusal from the Board Of Directors, shall have their household membership status converted to Associate Membership subject to the notice provisions of Section 3.14 at the start of the next calendar year, if they should choose to renew their membership at the start of the next calendar year.
(d) If either person in the former household membership now converted to Associate membership attends two meetings in the 12-month period subsequent to their conversion, they may choose to renew their membership as a Regular Household member at the start of the next calendar year after that. If they should choose to not renew within 12 months of their conversion, in order to be considered for regular membership again after that time, they must proceed through the normal regular membership application and approval process.
Section 3.13 Termination of Membership. The membership and all rights of membership may terminate on the occurrence of any of the following causes, subject to the notice provisions of Section 3.14:
a) The voluntary resignation of a member by written notice to the Secretary;
b) When a membership is issued for a period of time, the expiration of that period;
c) The death of a member;
d) The dissolution of corporate members;
e) The nonpayment of dues 60 days after the first day of the fiscal year; and
f) The termination of all memberships or any class of members on the amendment of these bylaws permitting the termination, pursuant to Corporations Code Section 5342.
g) The expulsion of a member.
Section 3.14 Member’s Right to Notice prior to Conversion, Termination, Expulsion and Suspension of Membership. The Board shall provide the Membership, at least, annually, the text of this section of the Bylaws. No Member may be converted or expelled or suspended, and no membership or memberships may be terminated or suspended unless:
a) The Board provides the Member 15 days prior notice of the conversion, expulsion, suspension or termination and the reasons therefore; and
b) The Board provides the Member an opportunity to present their arguments as to why they should not be subject to the conversion, expulsion, suspension or termination of membership, orally or in writing, not less than 5 days before the effective date of the conversion, expulsion, suspension or termination.
ARTICLE IV
MEETINGS OF MEMBERS
Section 4.01 Place of Meetings: Meetings of members shall be held at any place within the geographic region served by this Corporation that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation. Notice of any change in the time or place of regular meetings shall be given to all of the members in the same manner as notice for special meetings of members.
Section 4.02 Regular Meetings. The members may meet up to six (6) times per year for the purpose of transacting proper business as may come before the meeting, including the election of Directors as described in these Bylaws. The time and location of the meetings shall be determined by majority vote of the Board of Directors.
Section 4.03 Special Meetings. Special meetings of members may be called by the President of the Corporation or a majority of the Board and held at any time and place within the geographic area served by the Corporation as may be ordered by resolution of the Board of Directors. Five or more of the members of the Corporation may call special meetings for any lawful purpose.
Section 4.04 Notice of Meetings.
a) Written notice of every meeting of members must be either personally delivered or mailed by first class United States mail, or given by electronic transmission in accordance with Corp. Code §§ 20 and 5511(b) not less than 10 nor more than 90 days before the date of the meeting to each member who is entitled to vote at the meeting as of the record date for notice of the meeting. If notice is given by mail or other means of written communication, the notice must be addressed to the member at the address appearing on the books of the Corporation or at the address given by the member to the Corporation for the purpose of notice. The Secretary of the Corporation will execute an affidavit of the giving of the notice of the meeting of members.
b) In the case of a specially called meeting of members, notice that a special meeting will be held at a time requested by the person or persons calling the meeting not less than 35 days nor more than 60 days after receipt of the written request from that person or persons by the Secretary of the Corporation will be sent to the members forthwith and in any event within 20 days after the request was received.
c) No meeting of members may be adjourned more than 45 days. If a meeting is adjourned to another time or place, and thereafter a new record date is fixed for notice or voting, a notice of the adjourned meeting will be given to each member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.
Section 4.05 Contents of Notice. The notice will state the place, date, and time of the meeting. In the case of regular meetings, the notice will state those matters that the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected must include the names of all those who are nominees at the time the notice is given to the members.
Section 4.06 Waivers, Consents, Approvals. Notice of the special meeting need not be given to any member who signs a waiver of notice or written consent to holding the meeting, or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that member either before or at the commencement of the meeting. All waivers, consents, and approvals must be filed with the Corporation’s records or made a part of the minutes of the meetings.
Section 4.07 Quorum. A quorum at any meeting of members for the transaction of business consists of 20 percent of the voting members, plus a majority of the authorized number of members of the board, except as otherwise provided in these Bylaws.
Section 4.08 Transaction of Business.
a) Except as otherwise provided in the Articles, in these Bylaws, or Bylaw, every act or decision done or made by a majority of the members present at a meeting duly held at which a quorum is present is the act of the members. At any meeting at which a quorum was initially present, the members may continue to transact business notwithstanding the withdrawal of members if any action taken is approved by at least a majority of the required quorum for that meeting, or any greater number as is required by the law, the Articles, or these Bylaws.
b) The membership at a meeting may approve taking a decision to the entire membership of the Corporation, in which a written or electronic ballot shall be sent out to all Regular and Household members. The ballot shall state the question, the Election Proctor to whom completed ballots shall be returned, and a deadline by which the ballots shall be returned. The question being voted upon shall be approved if 20% of the membership returns a completed ballot, and if the majority of the returned ballots approve the question.
Section 4.09 Voting of Membership.
a) One Vote per Member. Except as provided in Section 3.01(b) of these Bylaws prohibiting associate and honorary and junior members from voting, each member is entitled to one vote on each matter submitted to a vote of the members.
b) Record Date of Membership. The record date for the purpose of determining the members entitled to notice of any meeting of members is 30 days before the date of the meeting of members. The record date for the purpose of determining the members entitled to vote at any meeting of members is 1 minute after the approval of their membership application.
c) Proxy Voting: Members entitled to vote are not permitted to vote or act by proxy.
Section 4.10 Action Without Meeting by Written Ballot.
a) Ballot Requirements. Subject to the limitations specified in these Bylaws, any action that may be taken at any regular or special meeting of members may be taken without a meeting, provided that the following ballot requirements are satisfied:
1) The corporation distributes a written ballot to every member entitled to vote on the matter.
2) The ballot states the proposed action, provides an opportunity to specify approval or disapproval of any proposal, and provides 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 Ballots. Ballots will be solicited in a manner consistent with the requirements of giving notice of members’ meetings set forth in these Bylaws and of voting by written ballot set forth in these Bylaws. All solicitations must indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted.
c) Revocation. Unless otherwise provided in the Articles of Incorporation of the Corporation or these Bylaws, a written ballot may not be revoked.
Section 4.11 Conduct of Meetings. The President or, in his or her absence, the Vice President, or any Director selected by the Board will preside at meetings of the members. The Secretary of the Corporation will act as the secretary of all meetings of members. However, in the Secretary’s absence, the presiding officer of the meetings of members will appoint another person to act as secretary of the meetings.
Section 4.12 Procedural Rules. Robert’s Rules of Order Newly Revised, as amended from time to time, will govern the meetings of the members insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation, or the rules governing agenda, motions, and related matters.
Section 4.13 Inspectors of Election.
a) Appointment. Before any meeting of the members or any action by written ballot, the Board may appoint any persons other than candidates for office as inspectors of election to act at the meeting. If inspectors of election are not so appointed for any meeting, or if any person so appointed fails to appear or refuses to act, the Chairman of the meeting may, and on request of any member must, appoint inspectors of election at the meeting. The number of inspectors will be either one or three. If appointed at a meeting on the request of one or more members, the majority of members represented in person must determine whether one or three inspectors are to be appointed.
The Inspector(s) must perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.
b) Duties. The inspectors of election must perform the following duties:
1) Determine the number of outstanding voting members and, when applicable, the number represented at the meeting, the existence of a quorum.
2) Receive votes, ballots, or consents.
3) Hear and determine all challenges and questions in any way arising in connection with the right to vote.
4) Count and tabulate all votes and consents;
5) Determine when the polls shall close.
6) Determine the result.
7) Do any other acts that may be proper to conduct the election or vote with fairness to all members.
c) Vote of Inspectors. If there are three inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act or certificate of all.
d) Report and Certificate. On request of the Chairman or any member, the inspectors of election must make a written report concerning the performance of their duties and execute a certificate of any fact found by them. Any report or certificate made by the inspectors is prima facie evidence of the facts stated.
ARTICLE V
BOARD OF DIRECTORS
Section 5.01 Number. The Corporation shall have a minimum of five (5) and a maximum of nine (9) Directors. Collectively the Directors will be known as the Board of Directors.
Section 5.02 Qualifications. Any person eighteen (18) years of age or older, of good character, who is a resident of the geographical region served by the Corporation and dedicated to the purpose of this Corporation, as stated in these Bylaws and the Articles of Incorporation, shall be eligible for election as a Director. A Director must be a qualified member in good standing of the Corporation, and have been so for at least one full year.
Section 5.03 General Powers. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws, the Corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. The Board of Directors may delegate the management of the activities of this Corporation to any person or persons, or committee however composed, provided that the activities and affairs of this Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Section 5.04 Terms of Office. Each Director holds office for a term of one (1) year from the date of the Director’s election, and until the Director’s successor is elected and qualifies under Section 5.02 of these Bylaws. If a Director is removed at a special meeting of the members called and held as prescribed in these Bylaws, that Director will hold office until his or her removal.
Section 5.05 Nomination. Any person qualified to be a Director under these Bylaws may be nominated by the method of nomination authorized by the Board of Directors or by any other method authorized by law.
Section 5.06 Election. The Directors will be elected at each annual meeting. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors are eligible for reelection, provided they continue to meet the qualifications required by Section 5.02 of these Bylaws.
Section 5.07 Compensation. No Director may be an employee of the Corporation and he or she must serve without compensation, other than reasonable reimbursement of expenses incurred in the performance of regular duties, as determined by the Board of Directors.
Section 5.08 Removal. The Board may remove a Director from office by two-thirds (2/3rds) vote if the Director has failed to adhere to the object, purposes and goals of the corporation, or has engaged in conduct materially prejudicial to the interest of the corporation. The Board may also remove any Director from office by a two-thirds (2/3) vote if the Director misses four (4) or more meetings in a twelve (12) month period.
Section 5.09 Resignation. Any Director may resign at any time on written notice to the corporation.
Section 5.10 Vacancies in the Board of Directors. Vacancies in the Board exist upon any of the following events: (a) on the death, resignation, or removal of any Director; (b) whenever the number of Directors authorized by the Articles or by these Bylaws is increased by amendment; and (c) on failure of the Directors in any election to elect the full number of Directors authorized.
a) The Board may declare vacant the office of a Director if the Director is declared of unsound mind by an order of court, or convicted of a felony; or the Director does not accept the office either in writing or by attending a meeting of the Board within sixty (60) days after notice of election as a Director.
b) Vacancies caused by the death, resignation, or disability of a Director, or by removal as provided in these Bylaws, or by an amendment to the Articles or Bylaws increasing the authorized number of Directors, must be filled by a majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director.
c) Persons elected to fill vacancies hold office for the unexpired term of their predecessors and until their successors are qualified and elected.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 6.01 Annual and Regular Meetings. The Board of Directors shall hold up to six (6) meetings per year. The time of the annual and regular meetings shall be determined by majority vote of the Board of Directors. The Board may from time to time, by majority vote, change the time of an annual or regular meeting.
Section 6.02 Place of Meetings. Meetings of the Board shall be held at any place within the geographic region served by this Corporation that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation. Meetings may also be held via teleconferencing or video conferencing or email. The Board of Directors may fix by resolution the time and place, for the holding of regular meetings, without other notice than such resolution, including the regular annual meeting of the Board. Notice of any change in the time or place of regular meetings shall be given to all of the Directors in the same manner as notice for special meetings of the Board of Directors.
Section 6.03 Special Meetings. Special meetings of the Board may be called by the President or any Vice-President or the Secretary or any two (2) Directors. Special meetings may be held on seven (7) days’ notice by first-class mail, postage prepaid, or on forty-eight (48) hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. Notice of the special meeting need not be given to any Director who signs a waiver of notice or written consent to holding the meeting, or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that Director either before or at the commencement of the meeting. All waivers, consents, and approvals must be filed with the Corporation’s records or made a part of the minutes of the meetings.
Section 6.04 Quorum. A majority of the authorized number of Directors shall constitute a quorum of the Board for the transaction of business, except as otherwise provided in these Bylaws.
Section 6.05 Transaction of Business.
a) Except as otherwise provided in the Articles, in these Bylaws, or Bylaw, every act or decision done or made by a majority of the Board present at a meeting duly held at which a quorum is present, with the exception of board meetings held via email, is the act of the Board. At any meeting at which a quorum was initially present, the Directors 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, or any greater number as is required by the law, the Articles, or these Bylaws.
b) If a board meeting is held via email, then all acts and decisions therein require the consent of a majority of the authorized number of Directors in order to be approved.
Section 6.06 Presiding Officer; Director Participation. The President or, in his or her absence, the Vice President, or any Director selected by the Board then present, will preside at meetings of the Board. The Secretary of the Corporation or, in the Secretary’s absence, any person appointed by the presiding officer, will act as Secretary of the Board. Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in the meeting can hear one another. This participation constitutes personal presence at the meeting.
Section 6.07 Procedural Rules. Robert’s Rules of Order Newly Revised, as amended from time to time, will govern the meetings of the Board insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation, or the rules governing agenda, motions, and related matters.
Section 6.08 Adjournment. A majority of the Directors present at the meeting, 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 or place must be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 6.09 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to that action. Written consents must be filed with the minutes of the proceedings of the Board. Action by written consent has the same force and effect as the unanimous vote of the Board of Directors.
ARTICLE VII
OFFICERS
Section 7.01 Numbers and Titles. The officers of the Corporation will be a President, a Vice President, a Secretary, a Treasurer and those other officers with such titles and duties as determined by the Board and as may be necessary to enable it to sign instruments. The President is the general manager and chief executive officer of the Corporation. No one person may hold more than one position or office on the Board concurrently.
Section 7.02 Qualifications. The officers of the Corporation are Directors of the Corporation and must be presently members in good standing of the Corporation and have been members in good standing for at least one year prior to taking office.
Section 7.03 Appointment or Election. The officers will be chosen by the Members at the Corporation’s annual meeting in January of each year, and shall serve at the pleasure of the Board pursuant to this section. The Members shall elect the Officers among those nominated by the Nominating Committee. The Nominating Committee shall consist of three (3) Members (no more than one (1) being a Board Member). The Nominating Committee shall be formed no later than the 5th meeting of the Members during the prior calendar year, and shall operate as follows:
a) The Committee shall nominate one candidate for each position and after securing the consent of each person so nominated shall immediately report their nominations to the Secretary in writing. The Nominating Committee’s report will be due to the Club Secretary at least 15 days prior to the sixth regular meeting of the year.
b) The Secretary shall notify the membership of the nominated candidates either in the Club Newsletter, or by a separate mailing prior to the sixth regular meeting.
c) Additional nominations may be made at the sixth regular meeting of the year by any member in attendance provided that the person so nominated accepts when his name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his or her proposer shall present to the Secretary a written statement from the proposed candidate signifying his or her willingness to be a candidate. No person may be a candidate for more than one position and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee
d) Nominations cannot be made at the annual meeting or in any manner other than as provided in this section.
Section 7.04 Terms of Office. Each term of an Officer shall be one year, from January 1st through December 31, continuing until a successor is elected. Each officer holds office at the pleasure of the Board of Directors and shall hold office until he or she resigns, is removed or is otherwise disqualified to serve, or until his or her successor shall be elected, whichever occurs first. The Board of Directors may remove any officer, with or without cause, by a majority vote at any time.
Section 7.05 President. The President shall, if present, preside at all meetings of the Board of Directors and exercise and perform such powers and duties as from time to time may be assigned by the Board of Directors or prescribed by these Bylaws. The President shall have all of the powers and shall perform all of the duties which are ordinarily inherent in the office of the President, and shall have such further powers and shall perform such further duties as may be prescribed for him or her by the Board of Directors.
Section 7.06 Vice President. The Vice-President, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant, and shall perform any other duties and have any other powers that the Board or the President shall from time to time designate.
Section 7.07 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation’s properties and transactions. The Treasurer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times.
The Treasurer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designated; (ii) disburse the Corporation’s funds as the Board may order; (iii) render to the President and the Board, when requested, an account of all transactions as treasurer and of the financial conditions of the Corporation; and (iv) have such other powers and perform such other duties as the Board or the Bylaws may require.
Section 7.08 Secretary. The Secretary shall keep, or cause to be kept, at the Corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and committees of the Board. The minutes of meeting shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and if special how authorized; the notice given; and the names of persons present at Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal California office, a copy of the Articles of Incorporation and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board, and of committees of the Board that these Bylaws require to be given. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may require.
Section 7.04 Terms of Office. Each term of an Officer shall be one year, from January 1st through December 31, continuing until a successor is elected. Each officer holds office at the pleasure of the Board of Directors and shall hold office until he or she resigns, is removed or is otherwise disqualified to serve, or until his or her successor shall be elected, whichever occurs first. The Board of Directors may remove any officer, with or without cause, by a majority vote at any time.
Section 7.05 President. The President shall, if present, preside at all meetings of the Board of Directors and exercise and perform such powers and duties as from time to time may be assigned by the Board of Directors or prescribed by these Bylaws. The President shall have all of the powers and shall perform all of the duties which are ordinarily inherent in the office of the President, and shall have such further powers and shall perform such further duties as may be prescribed for him or her by the Board of Directors.
Section 7.06 Vice President. The Vice-President, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant, and shall perform any other duties and have any other powers that the Board or the President shall from time to time designate.
Section 7.07 Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation’s properties and transactions. The Treasurer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times.
The Treasurer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designated; (ii) disburse the Corporation’s funds as the Board may order; (iii) render to the President and the Board, when requested, an account of all transactions as treasurer and of the financial conditions of the Corporation; and (iv) have such other powers and perform such other duties as the Board or the Bylaws may require.
Section 7.08 Secretary. The Secretary shall keep, or cause to be kept, at the Corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and committees of the Board. The minutes of meeting shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and if special how authorized; the notice given; and the names of persons present at Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal California office, a copy of the Articles of Incorporation and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board, and of committees of the Board that these Bylaws require to be given. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may require.
ARTICLE VIII
COMMITTEES
Section 8.01 Committees of Members. The Board of Directors may, by resolution adopted by a majority of the number of Directors then in office, provided that a quorum is present, create one or more committees, each consisting of at least two (2) Members to serve at the pleasure of the Board. Appointments to such committees shall be by a majority vote of the Directors then in office. Committees may be either Special or Standing:
a) Special Committees have a specific objective. Special Committees are not limited to but could be nominating committees, Bylaws committees, or show committees. A Special Committee shall serve until the objective in its charter is achieved or until an incoming Board is seated after an election. Whether the objective is achieved or not, the incoming Board may appoint new or replacement committee members.
b) Standing Committees have an objective with no end date. Standing Committees are not limited to but could be finance committee or equipment/safety committee. Standing Committees must be reviewed and rechartered when a new Board forms after an election. The incoming Board may appoint new or replacement committee members.
Each Committee shall choose their Chair and that Chair shall serve for a one-year annual term. There is no limit to the number of terms the Chair may serve.
There is no limit to the number of terms a Committee may be chartered or to the number of terms a member may serve on one. The Board may terminate any committee or a committee member at any time by process of unanimous Board vote.
Section 8.02 Meetings and Actions of Committees. Meetings and actions of the committees of the Board shall be governed by, held and taken under the provisions of these Bylaws concerning meetings and other Board actions, except that the time for general meetings of such committees and the calling of special meetings of such committees may be set either by Board resolution or, if none, by resolution of the committee.
Minutes of each meeting shall be kept and shall be filed with the corporate records. The Board may adopt rules for the governance of any committee as long as the rules are consistent with these Bylaws. If the Board has not adopted rules, the committee may do so.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Construction and Definition. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
Section 9.02 Contracts. The Board of Directors may authorize any officer or officers to be agent or agents of this Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of this Corporation, and such authority may be general or confined to special instances.
Section 9.03 Checks. Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of this Corporation shall be signed by such officer or officers, agent or agents, of this Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the chief executive officer of this Corporation.
Section 9.04 Deposits. All funds of this Corporation shall be deposited from time to time to the credit of this Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 9.05 Donations. The chief executive officer of this Corporation or his designee is authorized to accept donations which support the purposes of this Corporation as set forth in the Articles of Incorporation of this Corporation whether such donation is for a special project, regular projects, or for the general support of this Corporation’s programs.
ARTICLE X
BOOKS AND RECORDS
This Corporation shall keep at its principal office in this state, if any, the original or a copy of its Articles of Incorporation and Bylaws as amended to date. Furthermore, this Corporation shall keep adequate and correct books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees of the Board. Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this Corporation. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
ARTICLE XI
ANNUAL AND OTHER REPORTS
Section 11.1 Fiscal Year. The fiscal year of this Corporation shall be from January 1 to December 31 each year.
Section 11.2 Annual Report. The Board of Directors shall cause an annual report to be prepared within one hundred twenty (120) days after the close of this Corporation’s fiscal year, for their own use and for whatever further use the Board may duly authorize. The report shall contain the following information, in appropriate detail:
a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the year;
b) The principal changes in assets and liabilities, including trust funds;
c) The Corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;
d) The Corporation’s expenses or disbursements for both the general and restricted purposes;
e) Any information required by Article X, Section 10.3 of these Bylaws; and
f) The report required by this section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of this Corporation that such statements were prepared without audit from the books and records of this Corporation.
Section 11.3 Annual Statement of Certain Transactions. As part of the annual report, or as a separate document if no annual report is issued, the Corporation shall, within 120 days after the end of the Corporation’s fiscal year, annually prepare and mail or deliver to each member and furnish to each Director a statement of any transaction or indemnification of the following kind:
Any transaction (i) in which the Corporation, or its parent or subsidiary, was a party, (ii) in which an “interested person” had a direct or indirect material financial interest, and (iii) which involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” is wither:
a) Any Director or officer of the Corporation, its parent, or subsidiary (but mere common Directorship shall not be considered such an interest); or
b) Any holder of more than 10 percent (10%) of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
c) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Corporation under Article XI of these Bylaws, unless that indemnification has already been approved by the Board of Directors under Corporations Code section 5238(e).
ARTICLE XII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
This Corporation shall, to the maximum extent permitted by law, indemnify each of its present or former Directors, and officers, (hereinafter referred to as “Agents”) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding or any threatened proceeding (hereinafter “proceeding” includes any threatened proceeding) arising by reason of the fact that any such person is or was an Agent of this Corporation; provided that the Board of Directors determined that such agent was acting in good faith and in a manner such person reasonably believed to be in the best interests of this Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. Payments authorized hereunder include amounts paid and expenses incurred in settling any such proceeding. The foregoing does not apply to any proceeding specifically excluded by law, which includes actions brought by or in the right of this Corporation and certain actions alleging self-dealing or a breach of any duty relating to assets held in charitable trust.
If, because of the nature of the proceeding, this Corporation is prohibited by the Law from indemnifying its Agent against judgments, fines, settlements and other amounts, this Corporation shall nevertheless indemnify each of its Agents against expenses actually and reasonably incurred in connection with the defense or settlement of such proceeding arising by reason of the fact that any such person is or was an Agent of this Corporation; provided that the Board of Directors determines that such Agent was acting in good faith and in a manner such person 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 under similar circumstances; and further provided that, to the extent required by law, the authority specified by law shall also approve the indemnification provided for by this paragraph.
Expenses incurred in defending any proceeding may be advanced by this Corporation prior to the final disposition of the proceeding upon 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 or by Law.
The Board of Directors may authorize this Corporation to purchase and maintain insurance on behalf of any Agent against any liability asserted against or incurred by such person in such capacity or arising out of the person’s status as such, whether or not this Corporation would have the power to indemnify such person against such liability.
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 this Corporation. Nothing contained in this article shall limit any right to indemnification to which such a 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
AMENDMENTS TO BYLAWS
New Bylaws may be adopted or these Bylaws may be amended or repealed by the approval of two-thirds (2/3) vote of the members present at a Corporation meeting, provided the proposed amendment has been presented and discussed at the preceding Corporation meeting and that members are notified of the proposed amendment at least 15 days before the meeting.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Redwood Belgian Tervuren Fanciers, a California nonprofit mutual benefit Corporation; that these Bylaws, consisting of fourteen (14) pages, are the Bylaws of this Corporation as adopted by the Board of Directors on ___________; and that these Bylaws have not been amended or modified since that date.
Executed on ___________ at ___________________, California.
By:
Printed: ________________________________, Secretary