TEMECULA VALLEY ROSE SOCIETY

 

2012 BYLAWS INDEX

(Printed page numbers are approximate.)

 

ARTICLE I                  NAME

  

 

ARTICLE II                 OFFICES OF THE CORPORATION

  

 

ARTICLE III                PURPOSES

  

 

ARTICLE IV               MEMBERSHIP

  

 

ARTICLE V                 BOARD OF DIRECTORS

  

 

ARTICLE VI               COMMITTEES

  

 

ARTICLE VII              OFFICERS

  

 

ARTICLE VIII             RECORDS AND REPORTS

  

 

ARTICLE IX               AMENDMENTS

  

 

ARTICLE X                 INDEMNIFICATION AND INSURANCE

  

 

ARTICLE XI                MISCELLANEOUS

  

 

 

(As amended by Board approval, through 11/2012)

 

 

 

THE BYLAWS OF

TEMECULA VALLEY ROSE SOCIETY, INC.

A CALIFORNIA NONPROFIT CORPORATION

 

 

ARTICLE  I - NAME

 

                The name of this corporation is Temecula Valley Rose Society, Inc. (the “Corporation”).  Although the Corporation is formed as a separate corporate entity it is affiliated with the American Rose Society.

 

 

ARTICLE  II - OFFICES OF THE CORPORATION

 

Section 1.  PRINCIPAL OFFICE.  The principal office of the Corporation is hereby fixed and located at the home of  the current President.  The Board of Directors (the “Board”) is hereby granted full power and authority to change said principal office from one location to another.  Any such change by Board resolution shall be noted in the Minute Book of the Corporation, or this section may be amended to state the new location.

 

Section 2.  OTHER OFFICES.  Branch or subordinate offices may at any time be established by the Board at any place or places where the Corporation is qualified to conduct its activities.

 

 

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ARTICLE III - PURPOSES

 

Section 1.  GENERAL PURPOSES.  This Corporation is a nonprofit public benefit Corporation organized under the California Nonprofit Public Benefit Corporation Law.  The purpose of this Corporation is to engage in any lawful act or activity for which a Corporation may be organized under such law. 

 

Section 2.  SPECIFIC PURPOSES.  The specific and primary purpose of this Corporation is to encourage the appreciation, study, and culture of roses.

 

Section 3.  MEANS USED.  This Corporation intends to use all lawful means to accomplish the said purposes but shall not, as part of its activities, aid, encourage, promote, support or advocate legislation, or make any concerted efforts to influence policy, public officials, the judiciary and legislative, executive or administrative decisions.

 

Section 4.  TAXABILITY OF CORPORATION.  This Corporation is organized under the Nonprofit Public Benefit Corporation Law of the State of California.

 

Section 5.  FISCAL YEAR.  The fiscal year is established as January 1st to December 31st.

 

 

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ARTICLE  IV - MEMBERSHIP

 

Section 1.  QUALIFICATIONS OF MEMBERS.  This Corporation shall have one (1) class of membership for individuals, families, or businesses, although the dues to be paid for such membership may vary depending upon whether the prospective member is an individual, family or business.  Members shall be persons or entities dedicated to the purposes of this Corporation, and who meet other qualifications for membership, as the Board may determine, and who have been approved by the Board.

 

Section 2.  VOTING MEMBERS.  All members shall have the right to vote, as set forth in these Bylaws, on the election of Directors, on the disposition of all or substantially all of the assets of the Corporation, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the Corporation.  In addition, members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.

 

Section 3.  ELIGIBILITY OF MEMBERS.  All persons interested in roses shall be eligible to apply for membership.  Application for membership shall be submitted through the Second Vice-President, as Membership Chairman, to the Board of Directors for consideration of acceptance.

 

Section 4.  DUES FOR MEMBERS.  Annual dues are payable on or before the first regular meeting in January of each year.  Membership expires if dues remain delinquent on the last day of February.  There shall be different dues categories for individuals, families and business members.  Dues for members shall be established by the Board of Directors annually.  New memberships shall incur a fee in addition to the membership fee for a required name badge.  Renewal of membership will be at the rates as established by the Board of Directors.  New members joining after June 30th shall pay one-half (1/2) the regular dues for that year and the badge fee.  Any new member joining after November 1st shall pay full dues, which will carry them through the next full year.

Section 5.  MEMBERSHIP CERTIFICATE.  The Board of Directors is authorized, in their sole discretion if they so desire, to approve and issue to each member a certificate which shall be evidence of membership in good standing for a specified period.

 

Section 6.  MEETINGS OF MEMBERS.

(a) Place of Meetings.  Meetings of the members shall be held at the principal office of the Corporation or such other place as may be designated by the Board.

(b) Annual Meetings.  The annual meetings shall be held, each year, on the third Thursday of November prior to the general member meeting.  At this meeting, Directors shall be elected, a treasurer’s report will be given, nominations from the floor accepted with the understanding that the nominee is fully aware that his/her name is being placed in nomination, and transact such other business as may be properly brought before the meeting.  The Board may change the time and day of the annual meeting if it so notifies the members as provided in Section 7 of this Article. 

(c) Other Regular Meetings.  Regular meetings of the Members shall be held at the principal office, or such other place as may be designated by the Members, as follows:

Time of Regular Meeting:  10:30 a.m.

Date of Regular Meeting: The third Thursday of each month, except July.

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter.  No notice needs to be given of such regular meetings.

                (d) Special Meetings.  Special meetings of the members for any purpose or purposes may  be called at any time by the President, or by a majority vote of the Board, or by members holding not less than five percent (5%) of the voting power of the Corporation.

 

A special meeting called by any person(s) (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chairman of the Board, if any, or the President or any Vice President or the Secretary of the Corporation.  The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, in accordance with Section 7 of this Article, stating that a meeting will be held at a special time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request.  If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice.  Nothing in this section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board.

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

 

Section 7.  MANNER OF GIVING NOTICE OF MEETINGS.  Notice of each annual and special meeting shall be given to each member in good standing who is entitled to vote, either personally or by prepaid first-class mail, electronic mail or website posting, addressed to such member at his address appearing on the books of the Corporation. If the address is not shown, notices shall be deemed to have been given if either notice is sent by mail to that member or other means of written communication addressed to the place where the principal office of the Corporation is located, or notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.  Such notices shall specify the place, time, day and hour of the meeting, and the nature of the business to be transacted.

 

Section 8.  GENERAL NOTICE REQUIREMENTS.  Whenever members are required or permitted to take any action at a meeting, written notice of the meeting shall be given, not less than ten (10) nor more than ninety (90) days before the date of the meeting, in accordance with Section 6 of these Bylaws, to each member entitled to vote at the meeting.  The notice shall specify the place, date, and hour of the meeting and, (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting.  The notice of any meeting at which Directors are to be elected shall include the names of all persons who are nominees when notice is given.

 

Section 9.  NOTICE OF CERTAIN AGENDA ITEMS.  Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

(a) Removing a Director without cause;

(b) Filling vacancies on the Board;

(c) Amending the articles of incorporation; or

(d) Electing to wind up and dissolve the Corporation.

 

Section 10.  QUORUM.

(a) Number Required.  One-third (1/3) of the total number of members, present in person, shall constitute a quorum for the transaction of business at any meeting of members; provided, however, that the only matters that may be voted on at any special or annual meeting actually attended by less than one-third (1/3) of the voting power are matters the general nature of which was disclosed in advance to the members by written notice pursuant to Section 7 of this Article. 

(b) Loss of Quorum.   The members present at a duly called or held meeting at which a quorum is presented may continue to transact business until adjourned, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. 

(c) Adjournment and Notice of Adjourned Meetings.  Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy.  No meeting may be adjourned for more than forty-five (45) days.  When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken.  If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.  At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

 

Section 11.  VOTING.

(a) Eligibility to Vote.  Subject to the provisions of the California Nonprofit Corporation Law, the only persons entitled to vote at any meeting of members shall be members who are in good standing as of the record date, which is the date of the regularly scheduled general meeting in September.  

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

(c) Voting. 

(1) Entitlement.  Except as provided in Subsection (2) of the Subsection (c) authorizing cumulative voting at the election of Directors, each individual member, each family member holding a family membership, or a business, is entitled to one vote on each matter submitted to a vote of the members. 

(2) Cumulative Voting.  Every member entitled to vote at any election of the Directors may cumulate such member’s votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which the member is entitled, or distribute the member’s votes on the same principle among as many candidates as the member thinks fit.  No member shall be entitled to cumulate votes for a candidate or candidates unless such candidate’s name or candidates’ names have been placed in nomination prior to voting and a member has given notice at the meeting prior to the voting of the member’s intention to cumulate votes.  If any one member has given such notice, all members may cumulate their votes for candidates in nomination.  In any election of Directors, the candidates receiving the highest number of votes are elected.

(d) Approval by Majority Vote.  If a quorum is present, the affirmative vote of a majority (as defined in Section 5033 of the California Nonprofit Corporation Law) of the voting power represented at the meeting, entitled to vote and voting on any matter except as provided in Subsection (c), above, shall be the act of the members, unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Corporation Law or by the Articles of Incorporation.

 

Section 12.  WAIVER OF NOTICE OR CONSENT BY ABSENT MEMBERS.

(a) Written Waiver or Consent.  The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present either in person or by proxy, and (2) either before or after the meeting, each member entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting.  The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 9 of this Article, the waiver of notice, consent, or approval shall state the general nature of the proposal.  All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

(b) Waiver by Attendance.  A member’s attendance at a meeting shall also constitute a waiver of   notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.  Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that object is expressly made at the meeting.

 

Section 13.   ACTION WITHOUT A MEETING.

(a) Action by Unanimous Written Consent.  Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action.  The written consent or consents shall be filed in the corporate Minute Book.  Any actions taken by written consent shall have the same force and effect as the unanimous vote of the members.

(b) Action by Written Ballot Without a Meeting.  Any action that may be taken at any meeting of members may be taken without a meeting by written ballot complying with this section.

(1) Solicitation of Written Ballots.  The Corporation shall distribute one written ballot to each member entitled to vote on the matter.  Such ballots shall be mailed or delivered in the manner required by Section 6 of these Bylaws.  All solicitations of votes by written ballot shall (i) indicate the number of responses needed to meet the quorum requirement;  (ii) with respect to ballots other than for election of Directors, state the percentage of approvals necessary to pass the measure or measures;  (iii) with respect to ballots for election of Directors, state the name of each nominee;  and (iv) specify the time by which the ballot must be received in order to be counted.  Each ballot so distributed shall (i) set forth the proposed action;  (ii) provide the members an opportunity to specify approval or disapproval of each proposal;  and (iii) provide a reasonable time within which to return the ballot to the Corporation, specifying the address to which the ballot is to be sent.  If the Corporation has one hundred (100) or more members, any written ballot distributed to ten  (10)  or more members, shall afford an opportunity in the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot is solicited or by such written ballot, and shall provide, subject to reasonable specified conditions, that if the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification.  In any election of Directors, a written ballot which is marked by a member “withhold” or is otherwise marked in a manner indicating that authority to vote is withheld, shall not be voted.

(2) Number of Votes and Approval Required.  Approval by written ballot shall be valid only when (i) the number of votes cast by ballot (including those ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld) and received within the time specified, equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

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

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

 

Section 14. RECORD DATE FOR NOTICE, VOTING, WRITTEN BALLOTS, AND OTHER ACTIONS.

(a) Record Date Determined by Board.  For purposes of determining which members are entitled to receive notice of any meeting, the Board of Directors may fix, in advance, a “record date,” which shall not be more than ninety (90) nor fewer than ten (10)  days before the date of any such meeting.  For purposes of determining which members are entitled to vote at any meeting, cast a written ballot, or exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a “record date” which shall be not more than sixty (60) days before any such meeting at which a vote is to be taken, or no more than sixty (60) days before the first written ballot is mailed or solicited or before such lawful action.  Only members of record on the date so fixed are entitled to notice, to vote, to cast ballots or exercise rights, as the case may be, notwithstanding any transfer of any membership on the books of the Corporation after the record day, except as otherwise provided in the Articles of Incorporation, by agreement, or in the California Nonprofit Corporation Law.

(b) Record Date not Determined by Board.

(1) Record Date for Notice or Voting.  If not otherwise fixed by the Board, the record date for determining members entitled (i) to receive notice of, or (ii) to vote at, a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the business day preceding the day on which the meeting is held.

(2) Record Date for Action by Written Ballot.  If not otherwise fixed by the Board, the record date for determining those members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.

(3) Record Date for Other Actions.  If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be on the date on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of that action, whichever is later. 

(c) Definition of “Members of Record”.  For purposes of this section, a person holding a membership at the close of business on the record date shall be a member of record.

 

Section 15.  PROXIES.

(a) Right of Members.  Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the Secretary of the Corporation.  A proxy shall be deemed signed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member’s attorney-in-fact. 

(b) Form of Solicited Proxies.  If the Corporation has one hundred (100) or more members, any

form of proxy distributed to ten (10) or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each member or group of related matters, and shall provide, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification.  In any election of Directors, any form of proxy that a member marks “withhold,” or otherwise marks in a manner indicating that authority or vote for the election of Directors is withheld, shall not be voted either for or against the election of a Director.

(c) Requirement That General Nature of Subject of Proxy be Stated.  Any proxy covering matters for which a vote of the members is required, including amendments of the Articles of Incorporation or Bylaws changing voting rights;  removal of Directors without cause;  filling vacancies on the Board of Directors;  the sale, lease, exchange, conveyance, transfer or other disposition of all or substantially all of the corporate assets unless the transaction is in the usual and regular course of the activities of the Corporation;  the principal terms of a merger or the amendment of a merger agreement;  or the election to dissolve the Corporation, shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, with respect to an election of Directors, the proxy lists those who have been nominated at the time the notice of the election is given to the members.

(d) Revocability.  A validly executed proxy shall continue in full force and effect until:

(1) revoked by the member executing it, before the vote is cast under that proxy,

(A) by a writing delivered to the Corporation stating that the proxy is revoked, or

(B) by a subsequent proxy executed by that member and presented to the meeting, or

(C) as to any meeting, by that member’s personal attendance and voting at the meeting;  or

(2) written notice of death or incapacity of the maker of the proxy is received by the Corporation before the vote under that proxy is counted, provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy shall not be irrevocable.  The revocability of a proxy that states on its face that it is irrevocable shall be governed by the California Nonprofit Corporations Code.

 

Section 16.   TERMINATION AND SUSPENSION OF MEMBERSHIP.

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

(1) Resignation of a member, on reasonable notice to the Secretary of the Corporation;

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

(3) Failure of a member to pay any dues, fees, or assessments as may be  set by the Board within the period of time set by the Board after they become due and payable;

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

(5) Expulsion of the member under Subsection (c) of this Section, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in material and serious degree to serve the rules of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the Corporation.

(b) Suspension of Membership.  A member may be suspended, under Subsection (c) of this Section, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, Corporation’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the Corporation.

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

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

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

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

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

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

 

Section 17.  GOOD STANDING.  Every member shall be a member in good standing unless terminated according to these Bylaws. 

 

Section 18.  RIGHTS AND OBLIGATIONS.  Members shall not have any rights or interest in the assets or facilities of the Corporation.  Upon any dissolution of the Corporation, all assets remaining after the payment of all debts and liabilities of the 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 Section 501(c) (3) of the Internal Revenue Code.  No member shall be liable for the debts, liabilities or obligations of the Corporation.  Each member enjoying, receiving or utilizing any of the rights or benefits of membership in the Corporation shall do so in compliance with applicable rules and procedures established from time to time by the Board. 

 

Section 19.  TRANSFER OF MEMBERSHIPS.  A membership or any right arising from membership by be transferred to another person meeting the qualifications set forth in these Bylaws only on the approval of the Board.  No member may transfer a membership or any right arising from it for value.  The Board may by resolution impose conditions on the transferring party as it deems fit, provided those conditions are the same for similarly situated members.  Subject to these Bylaws, all rights of membership cease on the member’s death or dissolution. 

 

 

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ARTICLE V - BOARD OF DIRECTORS

 

Section 1.  NUMBER.  The authorized number of Directors on the Board of Directions shall be a minimum of five (5) Directors and a maximum of twenty-five (25) Directors.  The number of Directors to be elected at the annual meeting shall be determined by a majority vote, even if less than a quorum, of the then current Board of Directors and such number shall be set forth in the notice of the annual meeting of members and notice of annual meeting of the Board of Directors required by Article IV herein.

 

Section 2.  POWERS.

(a) General Corporate Powers.  Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations in the articles of incorporation and Bylaws, regarding actions that require the approval of the members, the Corporation’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the Board’s direction.

(b) Specific Powers.  Without prejudice to the general powers set forth in Section 2(a) of this Article, but subject to the same limitations, the Directors shall have the power to:

(1) Appoint and remove at the pleasure of the Board all the Corporation’s officers, agents, and employees; prescribe powers and duties for them that are consistent with the law, with the articles of incorporation, and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties. 

(2) Change the principal office or the principal business office in California from one location to another; cause the Corporation to be qualified to conduct its activities within or outside California; and designate any place within or outside California for holding any meeting of members. 

(3) Adopt and use a corporate seal; prescribe the forms of certificates evidencing membership consistent with the provision of the California Corporations Code; and alter the forms of the seal and certificates. 

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

(5) Determine by a majority vote the number of Directors to be elected at the annual meeting.

 

Section 3.  STANDARD OF CARE.  Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may service, in good faith, in a manner such Director believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.  The Board of Directors shall comply with the standards set forth in Section 5240 of the California Corporation Code for investment and retention of assets held by the Corporation which are not related to the Corporation’s public or charitable programs.  The Board shall not permit any loan to be made to, or guarantee on behalf of the Corporation any loan made by, any officer, director or member of the Corporation unless such loan or guarantee is in accordance with the provisions of Section 5236 of the California Corporations Code.  The Board shall be required to prepare and file all reports and filings with the California Attorney General as may be required under the California Corporations Code and/or California Government Code.

 

Section 4.  ELECTION OF OFFICE.  Members shall submit nominations for qualified candidates for election to the Board no sooner than sixty (60) days and no later than twenty (20) days before the annual meeting or before a special members’ meeting held for the purpose of electing directors.  Members shall only nominate qualified candidates who, if interested persons within the meaning of Section 5227 of the California Corporations Code, would not, if elected, cause the Corporation to have more than forty-nine percent (49%) of its Board of Directors comprised of interested persons. 

 

Section 5.  ELECTION AND TERM OF OFFICE.  The Directors shall be elected at each annual meeting of members to hold office for the next fiscal year; however, if any such Directors are not elected at the annual meeting, they may be elected at any special members’ meeting held for that purpose or by written ballot.  Each such Director, including a Director elected to fill a vacancy or elected at a special members’ meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. 

 

Section 6.  VACANCIES.  Vacancies on the Board of Directors 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 notices or waivers of notice, or (3) a sole remaining Director. 

                A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the members fail, at any meeting of members at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

                The Members may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding memberships entitled to vote.

No reduction of the authorized number of Directors shall have the effect of removing any Director before

that Director's term of office expires.

 

Section 7. REMOVAL OF DIRECTORS.  The entire Board of Directors or any individual Director may be removed from office as provided by the Nonprofit Public Benefit Corporations Law. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director so removed.

 

Section 8. NOTICE, PLACE AND MANNER OF BOARD OF DIRECTORS' MEETINGS. Meetings of the Board of Directors may be called by the President, or any Vice President, or the Secretary, or any two (2) Directors and shall be held at least quarterly at the principal office of the Corporation, unless some other place is designated in the notice of the meeting. 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 such a meeting can hear one another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained as required by these Bylaws, by the Secretary, or other officer designated for that purpose.

 

Section 9. ANNUAL MEETING. The Board shall hold an annual meeting at the December board meeting each year for the purpose of organization, election of officers and the transaction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required.

 

Section 10. BOARD OF DIRECTORS MEETINGS.   Regular meetings of the Board of Directors shall be held at least once each quarter at the principal office, or such other place as may be designated by the Board of Directors, as follows:

Time of Regular Meeting: 10:00 a.m.

Date of Regular Meeting: The second Thursday of each month except July

If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice needs to be given of such regular meetings.

 

Section 11. SPECIAL MEETINGS - NOTICE - WAIVERS.   Special meetings of the Board may be called at any time by the President or any Vice President, or the Secretary, or any two (2) Directors.

                Special meetings shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally to the Directors or personally communicated to them by a corporate officer by telephone or electronic mail or website posting. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the Corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive office of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be due legal and personal notice to such Director.

Notice of a meeting need not be given to any Director who signed 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 to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

 

Section 12. DIRECTORS' ACTION BY UNANIMOUS WRITTEN CONSENT.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board.  Such consent shall be filed with the regular minutes of the Board.

 

Section 13. QUORUM. A majority of the number of Directors authorized by these Bylaws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act.   Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitations, those provisions relating to:

(a) approval of contracts or transactions between the Corporation and one or more Directors or between the Corporation and any entity in which a Director has a material financial interest,

(b) creation of and appointments to committees of the Board,

(c) fixing of compensation of officers and directors,

(d) approval of contracts or transactions between the corporation and any other Corporation of which one or more of its directors are Directors of the Corporation; and

(e) indemnification of Directors.

A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

 

Section 14. ADJOURNMENT AND NOTICE OF ADJOURNMENT. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the time and place of holding and adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be given to all Directors not present at the time of the adjournment.

 

Section 15. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board may be reimbursed for expenses (such as travel expenses), if any, for attendance at each regular and special meeting of the Board. If any Director provides services to the Corporation in any capacity other than as a Director, he shall not be entitled to receive any compensation therefore if the payment of such compensation would cause the Corporation to violate the provisions of section 5227 of the California corporations Code.  If section 5227 would not be violated by the payment of compensation for such services, any Director providing such services shall be entitled to compensation therefore if authorized by a majority vote of the remaining Directors.

 

Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more person to be Advisory Directors who shall not by such appointment be members of the Board of Directors.  Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors.   If no period is prescribed, the title shall be held at the pleasure of the Board.

 

Section 17. RESIGNATIONS. Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

 

Except upon notice to the Attorney General, no director may resign where the Corporation would then be left without a duly elected Director or Directors in charge of its affairs.

 

 

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ARTICLE VI - COMMITTEES

 

Section 1. APPOINTMENT OF COMMITTEES. The Board may, by resolution adopted by a majority of Directors in office, provided that a quorum is present, establish such standing committees, study committees, ad hoc committees, and other committees as it deems appropriate from time to time, and may delegate such authority and responsibility and assign such duties to such committees as the Board deems appropriate subject to any limitations imposed by applicable law.  Such committees shall consist of one (1) or more Directors and at least (2) members-at-large. The Board may appoint one (1) or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  Any such committee shall have the authority of the Board, except with respect to:

(a) the approval of a action for which approval of the members or a majority of the members is also required;

(b) the filling of vacancies on the Board or in any committee which has the authority of the Board;

(c) the fixing of compensation of the Directors for serving on the Board or on any committee;

(d) the amendment or repeal of bylaws or the adoption of new bylaws;

(e) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(f) the appointment of committees of the Board or the members thereof;

(g) the expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; and

(h) the approval of any self-dealing transaction except as provided in Paragraph 3 of subdivision (d) of section 5233 of the California Corporations Code.

 

Section 2. COMMITTEES: The standing committees of the Corporation shall be:  Executive; Programs; Membership; Records; Finance; Education and Outreach; Communications; Publicity; and Publications; and Rose Haven Heritage Garden.  These may also have various sub-committees.

 

Section 3.  EXECUTIVE COMMITTEE. The executive committee shall be composed of the Presidents, Vice President(s), Recording Secretary, Chief Financial Officer, and Chair of the By-laws Sub-Committee.  It shall meet quarterly at least one week prior to the Board meeting in January, April, June, and October. It will provide oversight to assure appropriate adherence to the legal and fiscal duties of the society, plan the next quarter’s board agendas, and review future society activities. It shall also insure that the Nominating Committee meets in early August to recruit members for the Board of Directors. The nominating committee conducts the annual meeting at the member meeting in November to elect board members.  The committee is composed of Past-Presidents, current Vice President of Membership, current recording secretary, and current chair of the by-laws committee. If fewer than three (3) are available to serve on this committee, the current President shall appoint one or more Directors to serve.

 

 

Section 4. PROGRAM COMMITTEE. This committee shall be responsible for monthly programs for the general meeting of the society, member garden tours, field trips and “little rose shows” at member meetings.

 

 

Section 5. MEMBERSHIP COMMITTEE. This committee shall recruit new members, follow up on prospective members, bring new member applications to the board for acceptance, make application forms available at monthly general meetings and at special events of the society, collect member dues, provide name tags, and give complete and accurate membership information to the publication committee for contact purposes. It shall also acknowledge member efforts throughout the year and award, when merited, the ARS Bronze Medal and the Early Bloomer Award. It will also send cards that acknowledge events in the lives of members. At member meetings it will provide refreshments, a luncheon, and greet members and guests as they arrive.

 

Section 6. RECORDS COMMITTEE. This committee shall prepare amendments to the Bylaws and Standing Rules as necessary, keep a chronological file of Standing Rules, ensure that current copies of these are available to the board and members, and provide a training session on these documents for the Board of Directors during the December board meeting. It shall, with the recording secretary, keep minutes of all meetings, the Articles of Incorporation, the Corporate Seal. An Historian will create and maintain annual histories of the society. The corresponding secretary will assist with any society correspondence needs and maintain correspondence records.

 

Section 7.   FINANCE COMMITTEE. This committee shall seek input from all committee chairs by the November board meeting and prepare the next year’s budget for presentation to the Board at its December meeting. It will monitor adherence to the budget and recommend changes if needed. Under the direction of the chief financial officer it will keep and maintain all information related to the financial health of the society. It will also develop methods to raise funds through Ways and Means, Grants, and Long-term Funding and Endowments. It shall arrange for audit of the society’s financial records at the end of a year by a committee of three, excluding the chief financial officer, and provide a written report to the board by March 15.

 

Section 8. EDUCATION AND OUTREACH COMMITTEE. This committee shall conduct an annual orientation to the society for new members in the first quarter of the year which will include a visit and tour of Rose Haven and an overview of the society’s activities by appropriate committee chairs. It will also conduct docent training and education to encourage future consulting rosarians. In addition, it will provide rose education services to both members and the community when requested. At member meetings it will present a rose care report. It will support projects such as Blooming Angels, Flowers for Friends, and ARS Rose Shows. It will also oversee Youth Gardening Projects.

 

Section 9. COMMUNICATION, PUBLICITY, AND PUBLICATIONS COMMITTEE. This committee shall provide information about the society’s activities and events to appropriate media and assist various committees in any needs for publicity they may have, i.e. flyers, posters, banners, and mailings. It will also aid in producing the monthly newsletter.

 

Section 10. ROSE HAVEN PLANNING COMMITTEE. This committee plans for both for the garden’s current and long-term needs, is involved in all aspects of designing, maintaining, and operating the garden, seeks volunteers to work at the garden, hosts visiting groups when requested, and reports monthly to the general membership. It also assists in promoting fundraising activities and educational events at the garden, and in soliciting donations of roses and other garden related items.

 

 

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ARTICLE VII - OFFICERS

 

Section 1.  OFFICERS.  The officers of the Corporation shall include a President, Vice-President, Secretary and Chief Financial Officer. The Corporation may have one or more additional Vice Presidents, Assistant Secretaries and Assistant Chief Financial Officers and such other officers as may be appointed at the discretion of the Board. The Board may prescribe the duties of each officer in addition to, or as limitations on, those duties of each officer in addition to, or as limitations on, those duties set forth in these Bylaws. Any person may hold more than one office concurrently; provided, however, that notwithstanding the foregoing no individual shall concurrently occupy the office of President and Chief Financial Officer.

 

Section 2.  ELECTION. The officers shall be nominated and elected by a majority vote of the Board at the meeting of the new Board elected at the annual member meeting in November and shall hold office for a period of one (1) year or until any such officer shall resign, be removed, or otherwise be disqualified to serve. In no event shall any person serve in a particular office for more than three successive years.  Any person who has not held any office for at least one year shall again be eligible to occupy any office, subject to the restrictions contained in these Bylaws.  Appointment to fill a vacancy does not count toward the three-year limit.

 

Section 3. REMOVAL OF OFFICERS.  Subject to the rights, if any, of an officer under any contract of employment, an officer may be removed with or without cause by vote of two-thirds (2/3) of the Board.

 

Section 4.  RESIGNATION OF OFFICERS.  Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received by the Secretary or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.  Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

 

Section 5.  VACANCIES IN OFFICE.  A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

 

Section 6.  PRESIDENT.  Subject to such supervisory powers as the Board may give to the Chairman of the Board, if any, the President may (i) preside at all meetings of the Board and the members; (ii) call special meetings of the Board and members; (iii) perform all duties and acts usually performed by an executive and presiding officer; and (iv) sign such documents and obligations of the Corporation and perform such other duties as may be authorized and directed by the Board.

 

Section 7.  VICE PRESIDENT(S).  The First Vice President may perform all the duties of the President in case of the absence or inability of the latter to serve. When so acting, the First Vice President shall have all powers of and be subject to all restrictions on the President. The First Vice President shall also serve as a program chairman and plan activities of the corporation.  The Second Vice President shall preside when the President and First Vice President are absent or unable to serve and shall oversee the Membership Committee and encourage new memberships.

 

Section 8.  SECRETARY.

(a) Book of Minutes. The Secretary shall keep, or cause to be kept, at the principal office of the Corporation, a Book of Minutes of all meetings of the Board and members, with the time and place of holding, how called or authorized, the notice thereof given, the names of those present, and the proceedings thereof. The Secretary shall also keep, or cause to be kept, at the principal office a copy of the Articles of Incorporation and Bylaws, as amended to date. If the Corporation is one having members, the Secretary shall also maintain a complete and accurate record of the membership of the Corporation, as well as a record of the proceedings of all meetings of the membership.

(b) Notices, Seal and other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the Corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

 

Section 9. CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall keep and maintain, in accordance with generally accepted accounting procedure, adequate and correct books of accounts showing the receipts and disbursements of the Corporation, and an account of its cash and other assets.   Such books of account shall at reasonable times be open to inspection by any Director. The Chief Financial Officer shall send or cause to be given to the members and Directors such financial statements and reports as are required by law, by these Bylaws, or by the Board, to be given.

 

Section 10.  DEPOSIT AND DISBURSEMENT OF MONEY AND VALUABLES.  The Chief Financial Officer shall 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 designate, shall disburse the Corporation's funds as the Board may order, shall render to the President, Chairman of the Board, if any, and the Board, when requested, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

 

Section 11. BOND.  If required by the Board, the Chief Financial Officer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Chief Financial Officer upon death, resignation, retirement or removal from office.

 

 

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ARTICLE VIII - RECORDS AND REPORTS

 

Section 1.  MAINTENANCE OF CORPORATE RECORDS.  The Corporation shall keep:

(a) Adequate and correct books and records of account;

(b) Written minutes of the proceedings of its members, Board, and committees of the Board; and

(c) A record of each member's name, address, and class of membership.

 

Section 2.  MEMBERS' INSPECTION RIGHTS.

(a) Membership Records.  Subject to Division 2, Part 2, Chapter 13, Article 3 (commencing at Section 6330) of the California Corporations Code, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member:

(1) Inspect and copy the records of members' names, addresses, and voting rights during usual business hours on five days' prior written demand on the corporation, which demand 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 names, addresses, and voting rights of members who are entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested.  The Secretary shall make this list available to the member on or before the later of ten days after:  (i) the demand is received; or (ii) the date specified in the demand as the date as of which the list is to be compiled.

The Corporation may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.

If the Corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.

Any inspection and copying under this section may be made in person or by the member's agent or attorney.  The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Corporation.

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

 

Section 3.  MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS. The Corporation shall keep at its principal office in California the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open-to inspection by the members at all reasonable times during office hours. If the principal office of the Corporation is outside California, the Secretary shall, on the written request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws as amended to date.

 

Section 4.  INSPECTION BY DIRECTORS. Every Director shall have the absolute right at any reasonable time to inspect the Corporation's books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. 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.

 

Section 5. ANNUAL REPORT.

                (a) An annual report shall be prepared by March 15th, and presented at the April Board meeting for final acceptance.  That report shall contain the following information in appropriate detail:

(1) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year;

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

(3) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year;

 (4) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year; and

(5) Any information that is required by Section 6 of this Article.

The annual report shall be subject to all additional requirements set forth in section 6321 of the California Corporations Code.

 

Section 6. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS. As part of the annual report to all members, or as a separate document if no annual report is issued, the Corporation shall annually prepare and mail or deliver to its members and furnish to its Directors a statement of any transaction or indemnification of the following kinds within 120 days after the end of the Corporation's fiscal year:

(a) Any transaction to which the Corporation, its parent, or its subsidiary was a party, and in which  any Director or officer of the Corporation, its parent, or its subsidiary had a direct or indirect material financial interest, or the holder of more than ten percent (10%) of the voting power of the Corporation, its parent or subsidiary had a direct or indirect material financial interest, if such transaction (1) involved more than Fifty Thousand Dollars ($50,000.00), or (2) was one of a number of transactions in which the same interested person had a direct or indirect material financial interest, and which transactions involved in the aggregate more than Fifty Thousand Dollars ($50,000.00).

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, when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

(b) A brief description of the amounts and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any Officer or Director of the Corporation under Article 10 of these Bylaws, unless the indemnification or advance has already been approved by the members under Section 5034 of the California Corporations Code.

 

 

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ARTICLE IX - AMENDMENTS

 

Section 1.  AMENDMENT BY BOARD. Except as provided in sections 5151, 5220, 5224, 5512, 5613, and 5616 of the California Corporations Code, bylaws may be adopted, amended or repealed by the vote of two-thirds (2/3) of the then-acting Board unless the action would materially and adversely affect the rights of members as to voting or transfer.

 

Section 2.  AMENDMENT BY MEMBERS. Except as provided in the California Corporations Code these Bylaws may be adopted, amended or repealed by approval of a vote of two-thirds (2/3) of the members.

 

 

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ARTICLE X - INDEMNIFICATION AND INSURANCE

 

Section 1. RIGHT OF INDEMNITY. To the fullest extent permitted by law, this Corporation shall indemnify its Directors, officers, employees, and other persons described in section 5238 (a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," as that term is used in that Section, and including an action by or in the right of the Corporation as described in Section 5238(c) of the California Corporations Code, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.

 

Section 2. APPROVAL OF INDEMNITY.  Upon written request to the Board by any person seeking indemnification under section 5238(b) or section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in section 5238(b) or section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under section 5238(e) whether the applicable standard of conduct set forth in section 5238(b).or section 5238(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

 

Section 3. ADVANCEMENT OF EXPENSES. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the Corporation before final disposition of the proceeding, upon receipt by that Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.

 

Section 4.  INSURANCE. The Corporation shall have the right to purchase and maintain insurance to the fullest extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising out of the officer's, Director's, employee's, or agent's status as such.

 

 

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ARTICLE XI - MISCELLANEOUS

 

Section 1. CORPORATE SEAL. The corporate seal of this Corporation may be circular in form and may have inscribed thereon the name of the Corporation, state of incorporation, and the date on which it was incorporated.

 

Section 2.  EXECUTION OF DOCUMENTS. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances: and, unless so authorized by the Board, no officer, agent or other person 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 for any purpose or to any amount.

 

Section 3. CONSTRUCTION AND DEFINITIONS.  Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California General Nonprofit Corporation Law shall govern the construction of these Bylaws.

 

Approved: January 17, 1991

First Revision: 11/1995

Second Revision: 11/1998

Third Revision: 11/1999

Fourth Revision: 11/2004

Fifth Revision: 11/2008

Sixth Revision: 11/2011

Seventh Revision: 11/2012

 

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