1.01. Principal Office
The principal office of the corporation for its transaction of business shall be in Tuolumne County, California.
1.01. Change of Address
The Board of Directors is hereby granted full power and authority to change the principal office of the corporation from one location to another within the County of Tuolumne, California.
2.01. Regular
There shall be two (2) types of regular membership:
(a) General Business
(b) Individual
Each membership shall entitle the holder to one vote at all membership meetings of this corporation. The number of regular memberships shall not be limited.
2.02. Other
Associate, honorary, sustaining or other memberships shall consist of those persons, firms, associations or organizations affiliated with this corporation or its activities as may be more specifically provided for by the Board of Directors and/or amendment of these Bylaws. No such membership shall at any time be entitled to vote at any membership meeting of this corporation.
2.03. Dues
The Board of Directors may from time to time determine whether or not there shall be any membership fee or dues by any type of membership, and fix any such amount(s).
2.04. Transferability
Neither membership in the corporation nor any rights of membership may be transferred or assigned for value or otherwise.
2.05. Nonliability
No member of the corporation shall be personally liable for the debts, obligations or liabilities of the corporation solely because of membership.
2.06 Termination
Membership and all rights of membership shall automatically terminate on the occurrence of any of the following:
(a) voluntary resignation;
(b) expiration of membership (when membership has been issued for a limited period of time);
(c) death; or
(d) dissolution of corporate members.
All rights of a member in the corporation shall cease upon termination of membership. Termination shall not relieve that member from any obligation for charges incurred, service or benefits actually rendered, dues or fees, or arising from contract or otherwise. The corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
3.01. Annual Membership Meeting
There shall be one (1) Annual Meeting of the General Membership, which shall normally be held during the month of March of each and every year. Members shall be notified of the time and place of the meeting by preceding bulletin.
4.01. Number
The corporation shall have twenty (20) Directors who shall also be regular members.
4.02. Term of Office
Each Director shall hold office for a period of one year or until the next annual membership meeting.
4.03. Election
The first Directors shall be named by the incorporators. The subsequent Directors shall be elected by the incumbent board at the meeting of the Board of Directors prior to the Annual Meeting. Directors shall be eligible for re-election without limitation on the number of terms they may serve.
4.04. Compensation
The Directors shall not receive any salary for their services as Directors, but by resolution of the Board a fixed fee and reimbursement of expenses may be allowed for attendance at each meeting. Nothing contained in these Bylaws shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation for these services.
4.05(a). Place of Meetings
All meetings of the Board shall be held at such place as is determined from time to time by the Board of Directors.
4.05(b). Time of Meetings
All meetings of the Board shall be held, without call or notice, on the third first Tuesday of every third month starting each February, or at such other time as the Board may decide during the course of the prior meeting, or as needed.
4.05(c). Special Meetings
Special meetings of the Board may be called by the Chairperson or any three (3) Directors. Special meetings shall be held on no less than two (2) days’ notice delivered by first class mail and/or email or on twenty-four (24) hours’ notice delivered personally, by email or by telephone. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. All such waivers, consents and approvals shall be made a part of the minutes of the meeting.
4.05(d). Quorum
Seven (7) members shall constitute a quorum of the Board for the transaction of business.
4.05(e). Transactions of the Board
Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board.
4.05(f). Conduct of Meetings
The Chairperson, or in his or her absence, any Director selected by the Directors present, shall preside at meetings of the Board of Directors. The Secretary of the corporation, or, in the Secretary’s absence, any person appointed by the presiding Director, shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in the meeting can hear one another. Such participation shall constitute personal presence at the meeting.
4.05(g). Proxies
No proxy votes shall be allowed at any meetings.
4.05(h). Adjournment
A majority of the Directors 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 must be given prior to the resumption of the meeting to the Directors who were not present at the time of the adjournment.
4.06. Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if a quorum of members of the Board individually or collectively consents in writing to such action, including by email. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the quorum vote of such Directors.
4.07(a). Removal of Director for Cause
The Board may declare vacant the office of a Director on the occurrence of any of the following events:
(a) the Director has been declared of unsound mind by a final order of the court;
(b) the Director has been convicted of a felony; or
(c) the Director has been found by a final order or judgment of any court to have breached duties imposed by Section 7238 of the Corporations Code on Directors who perform functions with respect to assets held in charitable trust.
4.08. Resignation of Director
Any director may resign at any time by giving written notice of said resignation to the corporation. Unless a different time is specified therein, such resignation shall be effective upon its receipt by the President, the Secretary, or the Board of Directors.
4.09(a). Vacancies on the Board
Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director and whenever the authorized number of Directors is increased.
4.09(b). Filling Vacancies on the Board
Except as otherwise provided in the Articles or these Bylaws, vacancies on the Board of Directors may be filled by a majority vote of the Directors then in office, whether or not quorum requirements are met, or by a sole remaining Director.
5.01(a). Number and Term
The officers, also known as the Executive Committee, of the corporation shall be a President, an Executive Vice President, a Secretary, and a Treasurer (who shall be the chief financial officer of the corporation), all of whom shall be chosen by the Board of Directors. In addition, the Board may appoint such other officers as may be deemed expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and perform such duties as the Board may from time to time determine. The officers to be appointed by the Board of Directors shall be chosen annually at the regular meeting of the Board of Directors held prior to the annual dinner and shall serve at the pleasure of the Board of Directors. If officers are not chosen at such meeting of the Board of Directors, they shall be chosen as soon thereafter as shall be convenient. Each officer shall hold office until his successor shall have been duly chosen or until his removal or resignation.
5.01(b). Powers of Executive Committee
Except as otherwise provided in the Articles, in these Bylaws, or by law, every decision made by a majority of the Executive Committee present at a meeting duly held at which a majority is present is to be considered an act of the Board. Such action shall have the same force and effect as the majority vote of the Board of Directors.
5.02. Inability to Act
In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his place, the Board of Directors may from time to time delegate the powers or duties of such officers to any other officer or and Director.
5.03. Removal
Any officer chosen by the Board of Directors may be removed at any time, with or without cause, by vote of a majority of all the members of the Board or Directors.
5.04. Resignation
Any officer chosen by the Board of Directors may resign at any time by giving written notice of said resignation to the corporation. Unless a different time is specified therein, the resignation shall be effective upon its receipt by the President, the Secretary, or the Board of Directors.
5.05. Vacancies
A vacancy in any office for any reason may be filled by Board action for the unexpired portion of the term.
5.06. President
The President shall be the chief executive officer of the corporation, subject to the control of the Board of Directors, and as such shall chair at all membership meetings and at all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation, shall sign or countersign or authorize another officer to sign or countersign all certificates, contracts, and other instruments of the corporation as authorized by the Board of Directors, shall make reports to the Board of Directors, and shall perform all such other duties as are incident to such office or are properly required by the Board of Directors.
5.07 Executive Vice President
In the absence of the President, or in the event of such officer’s death, disability or refusal to act, the Executive Vice President shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all restrictions upon the President. The Executive Vice President shall have such powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors.
5.08. Secretary
The Secretary shall see that notices for all meetings are given in accordance with the provisions of these Bylaws and as required by law, shall keep minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to such office, or are properly required by the President or by the Board of Directors. The Secretary shall also keep a record of the corporation’s membership, showing the members’ names, addresses, and types of membership held, as well as terminations and dates thereof.
5.09. Treasurer
The Treasurer shall have custody of all moneys and securities of the corporation and shall keep regular books of account. Such officer shall disburse the funds of the corporation in payment of the just demands against the corporation, or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of such officer an account of all transactions as Treasurer and of the financial conditions of the corporation. Such officer shall perform all duties incident to such office or which are properly required by the President or by the Board of Directors.
5.10 Annual Report
The Board shall cause an Annual Report to be sent to the regular members not later than one hundred twenty (120) days after the close of the corporation’s fiscal year. The report shall contain all the information required by Section 6321(a) of the Corporations Code and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
6.01(a). Annual Statement of Certain Transactions and Indemnifications
The corporation shall furnish annually to its members a statement of any transaction or indemnification described in Section 6322(d) and (e) of the Corporations Code, is such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the Annual Report described in Section 5.10 of these Bylaws.
6.01(b). Amendment of Bylaws
These Bylaws may be amended or repealed and new or additional Bylaws adopted by majority vote of the current seated Board of Directors.
Adopted July 20, 1988
Amended March 20, 1990
Amended October 18, 1994
Amended January 9, 2007
Amended March 4, 2008