Almaden Valley Community Association
Informed Citizens Organized for Constructive Action
Clouds over Almaden Lake

Bylaws
of
ALMADEN VALLEY COMMUNITY ASSOCIATION
a California Public Benefit Corporation

PDF Version for Download - 16 Pages

ARTICLE  1 - OFFICES
ARTICLE  2 - PURPOSES
ARTICLE  3 - DIRECTORS/OFFICERS
ARTICLE  4 - COMMITTEES
ARTICLE  5 - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
ARTICLE  6 - CORPORATE RECORDS, REPORTS AND SEAL
ARTICLE  7 - FISCAL YEAR
ARTICLE  8 - AMENDMENT OF BYLAWS
ARTICLE  9 - AMENDMENT OF ARTICLES
ARTICLE 10 - PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
ARTICLE 11 - MEMBERSHIP
ARTICLE 12 - MEETINGS OF MEMBERS


ARTICLE 1
OFFICES


SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is located in Santa Clara County, California.

SECTION 2. CHANGE OF ADDRESS

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise.  The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

____________________ Dated: __________, 19__

____________________ Dated: __________, 19__

____________________ Dated: __________, 19__


SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.

SECTION 4. BOUNDARIES

The membership area of the corporation is the area known as the Almaden Valley, Santa Clara County, which is herein generally defined as the area bounded by Guadalupe Creek on the northwest and north, Hicks Road on the west, a line connecting the community of Twin Creeks and the intersection of Bailey and McKean Rd to the south, and the ridge top of the Santa Teresa hills extending to Coleman Road to the east.



ARTICLE 2
PURPOSES


SECTION 1. OBJECTIVES AND PURPOSES

The primary objectives and purposes of this corporation shall be:
a. To engage in any lawful act or activity for which a corporation may be organized under such law.
b. To stimulate interest in civic affairs; provide for the circulation of information; and make recommendations for community improvements and protection.
c. To exercise such power as may from time to time be granted to a nonprofit corporation by law.



ARTICLE 3
DIRECTORS/OFFICERS


SECTION 1. NUMBER

The corporation shall have 8 directors/officers and collectively they shall be known as the Board of Directors.  The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

The Board of Directors shall consist of:

President
Vice President
Secretary
Treasurer
Four (4) Directors-At-Large


SECTION 2. QUALIFICATIONS

Only members of this corporation shall be eligible for nomination and election to the Board of Directors.  In addition, the nominees for the Board shall have been members of the corporation for at least the last ten (10) months prior to their nomination.

SECTION 3. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4. DUTIES OF DIRECTORS/OFFICERS

It shall be the duty of the directors/officers to:
  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
  2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties of all officers, agents and employees of the corporation;
  3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
  4. Meet at such times and places as required by these Bylaws;
  5. Register their addresses with the Secretary of the corporation and notices of meetings mailed or e-mailed to them at such addresses shall be valid notices thereof.
  6. Not engage in partisan political activities while acting as a director or officer of this corporation.

SECTION 5. DUTIES OF THE PRESIDENT

The President shall uphold the Bylaws of the corporation, preside over all Board of Directors and general membership meetings, be chairperson of the Board of Directors, appoint all committee chairpersons, and perform, with the consent of the Board of Directors, such other acts and duties normally performed by an executive and presiding officer.

SECTION 6. DUTIES OF THE VICE PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.  The Vice President shall have other powers and perform such other duties as may be prescribed by law, or by these Bylaws, or as may be prescribed by the Board of Directors.

SECTION 7. DUTIES OF THE SECRETARY

The Secretary shall:
  1. Certify and keep the website of the corporation the master copy of these bylaws as amended or otherwise altered to date.
  2. Keep on the website of the corporation or at such other place as the Board may determine, minutes of all meetings of the Directors, and, if applicable, meetings of committees of Directors, and of members, recorded therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
  3. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
  4. Be custodian of the records and keep a membership book containing the name and address of each members, and, in the case where membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
  5. Shall exhibit at all reasonable times to any director of officer of the corporation on request there for, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.  The Secretary may subordinate membership duties to a membership chairperson/committee but is responsible for receiving timely update information from the membership chairperson/committee.
  6. In general, perform all duties incident to the office of Secretary and such duties as may be required by law, these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 8. DUTIES OF THE TREASURER

Subject to the provisions of these Bylaws related to Article 5, the "Execution of Instruments Deposits and Funds." the Treasurer shall;
  1. Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
  2. Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever.
  3. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, making proper vouchers for such disbursements.
  4. Keep and maintain adequate and correct accounts of the corporation properties and business transactions, including accounts of assets, liabilities, receipts, disbursements, gains and losses.
  5. Exhibit at all reasonable times the books of the account and financial records to any director of the corporation on request thereof.
  6. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
  7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statement to be included in any required reports.
  8. In general, perform all duties incident to the office of the Treasurer and such other duties as may be required by law, including tax returns, by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 9. DUTIES OF THE DIRECTORS-AT-LARGE

Directors may chair or provide Board liaison to the standing committees defined in these Bylaws and, in general, perform such other duties as may be required by law, these Bylaws or which may be assigned to them from time to time by the President and/or the Board of Directors.

SECTION 10. TERMS OF OFFICE

Staggered terms of office will be utilized.  Each director shall hold office for two (2) years, unless there are more than four vacancies in a given election.  In this case, four Directors will be elected to two-year terms, and the remainder to one-year terms.  Terms of office shall begin on May 1 and end on April 30.

SECTION 11. FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees shall serve without compensation, but may receive reimbursement of just and reasonable expenses as approved by the Board of Directors.

SECTION 12. PLACE OF MEETINGS

Meetings of the Board of Directors shall be held at any place within the State of California designated by the Board.  Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another.

SECTION 13. REGULAR MEETINGS

The Board of Directors shall meet once per month unless there is no business of the Association requiring attention, in which case the monthly meeting may be waived by mutual consent of a simple majority of the Board members.

SECTION 14. SPECIAL MEETINGS

Special meetings of the Board of Directors shall be held upon the call of the President or any three (3) Directors other than the President.

SECTION 15. NOTICE OF MEETINGS

Notice any regular meeting of the Board shall be given to each Director not less than four (4) nor more than fifteen (15) days prior to the date fixed for such meeting.  Notice shall be sent by mail or e-mail to each Director at his or her address as shown in the records of the corporation.  The notice shall specify the time and place of the meeting.  Notice of any special meeting shall be given in the same manner as notice for a regular meeting, except that notice shall be given to each Director not less than seventy-two (72) hours prior to the date fixed for the meeting.  The notice shall specify the purpose of the meeting.  If the notice is mailed, it shall be deemed to be delivered forty-eight (48) hours after deposit in the United States mail with first class postage fully prepaid.  The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purposes of objecting to the transaction of business because the meeting is not lawfully called or convened.

SECTION 16. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 17. QUORUM FOR MEETINGS

A quorum shall consist of a simple majority of Directors, that number being five (5).

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.  However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided by these Bylaws.

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

SECTION 18. MAJORITY ACTION AS BOARD ACTION

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 of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 19. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting.  The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

SECTION 20. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing or by e-mail to such action.  For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law.  Such written consent or consents shall be filed with the minutes of the proceedings of the board.  Such action by written consent shall have the same force and effect as the unanimous vote of the directors.  Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

SECTION 21. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.  No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.

Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director.  The members of this corporation may elect a director at any time to fill any vacancy not filled by the directors.

A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 22. ELECTION OF DIRECTOR/OFFICERS

Directors/officers shall be elected at an annual meeting of the membership of the corporation or any special members meeting held for that purpose.

A nominating committee of three (3) members of the corporation shall be appointed annually by the Board of Directors.  The nominating committee shall present their slate of nominees thirty (30) days prior to the annual membership election meeting.  Written notification of the slate of nominees shall be provided to the corporation members at least fourteen (14) days prior to the annual membership election meeting.

SECTION 23. REMOVAL OF DIRECTORS/OFFICERS

A member of the Board of Directors may be removed with or without cause at any duly constituted meeting by a two-thirds vote of the seated Board of Directors or by a special recall vote motion at any general meeting at which a two-thirds of the total membership of the corporation votes for the removal.

SECTION 24. NON-LIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 25. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 26. INSURANCE FOR CORPORATE AGENTS

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.



ARTICLE 4
COMMITTEES


SECTION 1. STANDING COMMITTEES

Standing Committees shall perform the following responsibilities as directed by the Board of Directors
    1. Membership Committee

      The Membership committee shall organize and carry out a continuing campaign to attract new members and maintain existing members.  The committee shall work with the Secretary to maintain the current membership lists.
    2. Communications Committee

      The Communications committee shall be responsible for (1) the composing and distributing of the corporation newsletter and other notices and act a liaison with the corporation and other community associations or groups in the Almaden Valley.

    3. Planning and Zoning Committee

      The Planning and Zoning committee shall maintain a continuing survey of activities of government bodies which affect planning and zoning issues in the Almaden Valley (including but not limited to the San Jose City and Santa Clara County Planning Commissions and staff, the San Jose City Council and the Santa Clara County Board of Supervisors). The committee will report to the Board of Directors items of interest or recommendations which may require Board action and act as speaker or action coordinator for the corporation.

    4. Transportation Committee

      The Transportation committee shall maintain a continuing survey of activities of government bodies which may affect public and private transportation and traffic circulation within the Almaden Valley.  The committee shall keep the Board of Directors informed of items which might require Board action and act as speaker or action coordinator for the corporation.

    5. Education Committee

      The Education committee shall maintain a continuing survey of education related activities affecting the Almaden Valley and inform the Board of Directors of their recommendations or actions required by the Board and to act as speaker or action coordinator in these matters.  The survey shall include, but not be limited to, reviewing agendas of school board meetings and attending school board meetings of special interest to the Almaden Valley.
    6.  Parks and Recreation Committee

      The Parks and Recreation committee shall maintain a continuing survey of activities of government bodies which affect park and recreation and the environmental quality of life in the Almaden Valley and to inform the Board of Directors of their recommendations or actions required by the Board and to act as speaker or action coordinator for the corporation.

    7. Public Safety Committee

      The Public Safety committee shall maintain a continuing survey of activities of government bodies which affect public safety issues in the Almaden Valley (including but not limited to the San Jose City and Santa Clara County Police, Sheriff and Fire Departments).  The committee will report to the Board of Directors items of interest or recommendations which may require Board action and act as speaker or action coordinator for the corporation.

SECTION 2. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the President and/or the Board of Directors.  Such other committees may consist of persons who are not also members of the Board.  These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee.  The time for special meetings of committees may also be fixed by the Board of Directors.  The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.



ARTICLE 5
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS


SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or the President of the corporation.

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.


ARTICLE 6
CORPORATE RECORDS, REPORTS AND SEAL


SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep on its website:
a. Minutes of all meetings of directors, committees of the board and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members;
d. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.
e. Access to parts of the website may be restricted by the Board of Directors.

SECTION 2. DIRECTORS' INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind of the corporation.


ARTICLE 7
FISCAL YEAR


SECTION 1. FISCAL YEAR OF THE CORPORATION

The fiscal year of the corporation shall begin on the first of January and end on the thirty-first of December in each year.



ARTICLE 8
AMENDMENT OF BYLAWS


SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
  1. Subject to the power of members, if any, to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members, if any, as to voting or transfer, provided, however, if this corporation has admitted any members, then a Bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or
  2. By approval of a majority of the members of this corporation present at a meeting where a quorum is present and proper notice, in accordance with Article 12, Section 3, is given.



ARTICLE 9
AMENDMENT OF ARTICLES


SECTION 1. AMENDMENT OF ARTICLES

Amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this corporation.

SECTION 2. CERTAIN AMENDMENTS

Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.



ARTICLE 10
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS


SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors;  and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.  All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.



ARTICLE 11
MEMBERSHIP


SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

The corporation shall have only one class of members.  A single membership shall be held by an individual or organization members.  Members must be at least eighteen (18) years of age and reside within the boundaries defined in Article 1, Section 4.  No member shall hold more than one membership in the corporation.

Except as expressly provided in or authorized by the Article of Incorporation or Bylaws of this corporation, all memberships shall have the same rights.

SECTION 2. FEES, DUES AND ASSESSMENTS

Membership is conferred upon payment of the fees, dues or assessments which are fixed from time to time by the Board of Directors.  The period of membership shall be for yearly increments.

Voting rights are conferred to members forty-five (45) days after payment of membership fees, dues or assessments.


ARTICLE 12
MEETINGS OF MEMBERS


SECTION 1. PLACE OF MEETINGS

Meetings of members shall be held at such place or places within the State of California as may be designated from time to time by the Board of Directors.

SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS

General  meetings shall be held a minimum of three (3) times per year, the dates, times and location of which shall be determined by a resolution of the Board of Directors.

An annual meeting shall be held during the month of April for the purpose of electing directors/officers of the corporation, in addition to other business matters requiring attention.

SECTION 3. NOTICE OF MEETINGS

Notice of general meetings shall be given by e-mail or other means of communication.

SECTION 4. SPECIAL MEETINGS OF MEMBERS

Special meetings of the members shall be called by the Board of Directors.  In addition, special meetings of the members for any lawful purpose may be called by petition, stating the reason(s) signed by at least twenty (20) members and submitted to the President of the corporation.  The petition shall promptly cause notice to be given to the members that a meeting will be held, stating the date of the meeting and specifying the nature of the business proposed to be transacted.  The meeting shall be held within forty-five (45) days after the President receives the petition.

SECTION 5. QUORUM FOR MEMBERS MEETINGS

A quorum for the annual membership meeting shall consist of at least seven (7) percent of the membership of the corporation as reported by the Secretary.

SECTION 6. MEMBER VOTING RIGHTS

Each member is entitled to one (1) vote on each matter submitted to a vote by the members.  Voting at duly held meetings shall be by voice or show of hands.  Election of the Directors/Officers, however, shall be by secret ballot.

Voting by proxy shall not be allowed.

Absentee voting will be permitted if authorized by the Board of Directors.  Absentee voting shall be conducted via e-mail.