The corporation shall have only one class of
members. No member shall hold more than one membership in the
corporation.
Except as expressly provided in or authorized by
the Articles of Incorporation or Bylaws of this corporation, all
memberships shall have the same rights.
SECTION 2. QUALIFICATIONS OF MEMBERS
Any person is qualified to become a member of
this corporation providing they are already members of the
Academy of Model Aeronautics (AMA) and agree to follow all
rules, conditions, and policies set forth by P.V.M.A.C.
SECTION 3. ADMISSION OF MEMBERS
(A) NEW MEMBER applicant shall be admitted to
membership provided there are openings available and by making
application in writing and including ALL NECESSARY INFORMATION
AND DOCUMENTS, payment of a onetime non-refundable initiation
fee and first annual dues submitted to the membership chairman
as appointed by the Board of Directors for approval as specified
in the following sections of these Bylaws.
(B) RENEWING MEMBERS must send ALL NECESSARY
INFORMATION AND DOCUMENTS ALONG WITH THE ANNUAL DUES to the
membership chairman on or before the due date. NOTE: Failure to
provide ALL necessary information to the membership chairman on
or before the due date could result in additional fees or
penalties to be assessed under section 9.3.
SECTION 4. FEES, DUES AND ASSESSMENTS
(A) A one time fee of $120 shall be charged for
initiation of membership in the corporation and the amount may
be changed from time to time by resolution of the Board of
Directors and payable with the application for membership. This
initiation fee is non-refundable. If a member fails to renew on
time for the next year, a fee may be assessed not to exceed the
amount of the original initiation fee.
(B) The annual dues payable to the corporation
by members shall be $80.00 and the amount may be changed from
time to time by resolution of the Board of Directors.
(C) Members shall be assessable.
(D) ALL DISPUTES ABOUT MEMBERSHIP, CUES, OR FEES
MUST BE BROUGHT BEFORE THE BOARD FOR RESOLUTION. NO EXCEPTIONS.
SECTION 5. NUMBER OF MEMBERS
The number of members will be limited by the
environmental conditions at the primary flying site and safety
rules andregulations as set forth by the Academy of Model
Aeronautics (AMA), and may be changed by resolution of the Board
of Directors. Currently there is no limit placed on membership.
SECTION 6. MEMBERSHIP BOOK
The corporation shall keep a membership list
containing the name and address of each member. Termination of
the membership of any member shall be based upon non-renewal of
membership, as set forth in Section 9, Article 3.
The record of names and addresses of the members
of this corporation shall constitute the membership list of this
corporation and shall not be used, in whole or part, by any
person for any purpose not related to a member's interest as a
member.
SECTION 7. NON LIABILITY OF MEMBERS
A member of this corporation is not, as such,
personally liable for the debts, liabilities, or obligations of
the corporation.
SECTION 8. NON TRANSFERABILITY OF
MEMBERSHIPS
No member may transfer for any reason a
membership or any right arising therefrom. All rights of
membership cease upon the member's death or termination of
membership.
SECTION 9. TERMINATION OF MEMBERSHIP
(A) Grounds for Termination: The membership of a
member shall terminate upon the occurrence of any of the
following events:
(1) Upon his or her notice of such termination
delivered to a board member or officer of the corporation
personally or by mail, such membership will terminate upon the
date of delivery of the notice or date of deposit in the mail,
or upon personal notification as provided herein.
(2) Upon a determination by the Board of
Directors that the member has engaged in conduct materially and
seriously prejudicial to the interests or purposes of the
corporation.
(3) Upon a failure to renew his or her
membership by paying dues on or before their due date, such
termination to be effective one day after due date. A renewing
member may be considered for reinstatement by appearing before
the board within thirty days after the due date to determine the
amount of fees or penalties that may be assessed
(B) Procedure for Expulsion: Following the
determination that a member should be expelled under
subparagraph (A) (2) of this section, the following procedures
shall be implemented:
(1) A notice shall be sent by registered mail to
the last address of the member as shown on the corporation's
records, setting forth the expulsion and the reasons therefore.
Such notice shall be sent at least fifteen (15) days before the
proposed effective date of the expulsion.
(2) The member being expelled shall be given an
opportunity to be heard, either orally or in writing, at a
hearing to be held not less than five (5) days before the
effective date of the proposed expulsion. The hearing will be
held by the Board of Directors in accordance with the quorum and
voting rules set forth in these Bylaws applicable to the
meetings of the Board. The notice to the member of his or her
proposed expulsion shall state the date, time, and place of the
hearing on his or her proposed expulsion.
(3) Following the hearing, the Board of
Directors shall decide whether or not the member should in fact
be expelled, suspended, or sanctioned in some other way. The
decision of the Board shall be final.
(4) Any person expelled from the corporation
shall receive no refund of dues already paid.
(5) Any member expelled shall not be eligible to
rejoin the club within the next year after expulsion.
Reinstatement will require approval from the Board.
SECTION 10. RIGHTS ON TERMINATION OF
MEMBERSHIP
All rights of a member of the corporation shall
cease on termination of membership as herein provided.
SECTION 11. AMENDMENTS RESULTING IN THE
TERMINATION OF MEMBERSHIPS
Notwithstanding any other provision of these
Bylaws, if any amendment of the Articles of Incorporation or of
the Bylaws of this corporation would result in the termination
of all memberships, then such amendment or amendments shall be
effected only in accordance with the provisions of Section 5342
of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 4. MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
Meetings of members shall be held at an
authorized location of the corporation or at such other place or
places within or without the State of California as may be
designated from time to time by resolution of the Board of
Directors.
SECTION 2. ANNUAL ("AND OTHER REGULAR")
MEETINGS
The members shall meet annually during the month
of October in each year, at 7:00 P. M., for the purpose of
nominating Directors and transacting other business as may come
before the meeting. The annual meeting of members for the
purpose of electing Directors shall be deemed a regular meeting
held in December. Other regular meetings of the members shall be
held on the second Tuesday of each month at 7:00 P. M., unless
notified in writing. If the day fixed for the annual (or other
regular) meeting falls on a legal holiday, such meeting shall be
held at the same hour and on the next assigned day by the Board
of Directors.
SECTION 3. SPECIAL MEETINGS OF MEMBERS
(A) Persons Who May Call Special Meeting of
Members. Special meetings of the members shall be called by the
Board of Directors, the Chairman of the Board, or the President
of the corporation. In addition, special meetings of the members
for any lawful purpose may be called by ten percent (10%) or
more of the members.
SECTION 4. NOTICE OF MEETINGS
(A) Time of Notice. Whenever members are
required or permitted to take action at a meeting, a written
notice of the meeting shall be given by the Secretary of the
corporation not less than four (4) nor more than thirty (30)
days before the date of the meeting to each member who, on the
record date for the notice of the meeting, is entitled to vote
thereat.
(B) Manner of Giving Notice. Notice of a
members' meeting or any report shall be given either personally
or by mail or other means of written communication, addressed to
the member at the address of such member appearing on the list
of the corporation. Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail or
other means of written communication.
(C) Contents of Notice. Notice of a membership
meeting shall state the place, date, and time of the meeting and
(1) in the case of a special meeting, the general nature of the
business to be transacted, and no other business may be
transacted, or (2) in the case of a regular meeting, those
matters which the Board, at the time notice is given, intends to
present for action by the members. Subject to any provision to
the contrary contained in these Bylaws, however, any proper
matter may be presented at regular meeting for such action. The
notice of any meeting of members at which Directors are to be
elected shall include the names of all those who are nominees at
the time notice is given to members.
(D) Notice of Meetings Called by Members. If a
special meeting is called by members as authorized by these
Bylaws, the request for the meeting shall be submitted in
writing, specifying the general nature of the business proposed
to be transacted and shall be delivered personally or sent by
registered mail to the Chairman of the Board, President,
Vice-President or Secretary of the corporation. Any officers
receiving the request shall promptly cause notice to be given to
the members entitled to vote that a meeting will be held,
stating the date and time of the meeting. The date for such a
meeting shall be fixed by the Board and shall not be less than
thirty-five (35) nor more than forty-five (45) days after the
receipt of the request for the meeting by the officers.
SECTION 5. QUORUM FOR MEETINGS.
A quorum shall consist of no less than ten
percent (10%) of the voting members of the corporation in good
standing. The members present at a duly called and held meeting
at which a quorum is initially present may continue to do
business notwithstanding the loss of quorum at the meeting due
to a withdrawal of members from the meeting provided that any
action taken after the loss of a quorum must be approved by at
least a majority of the members thereafter present. In the
absence of a quorum, any meeting of the members may be adjourned
from time to time by the vote of a majority of the members
present and no other business shall be transacted at such
meeting.
SECTION 6. MAJORITY ACTION AS MEMBERSHIP
ACTION
Every act or decision done or made by a majority
of voting members present and in good standing at a duly held
meeting at which a quorum is present is the act of the members,
unless the law, the Articles of Incorporation of this
corporation, or these Bylaws require a greater number.
SECTION 7. VOTING RIGHTS
Only members in good standing are entitled to
one vote on each matter submitted to a vote by the members.
Voting at duly held meetings shall be by voice vote. Election of
Directors, however, shall be by ballot.
SECTION 8. PROXY VOTING
Members entitled to vote shall not be permitted
to vote or act by proxy.
SECTION 9. CONDUCT OF MEETINGS
Meetings of members 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 both
of them, by a Chairman chosen by a majority of the voting
members present. The Secretary of the corporation shall act as
Secretary of all meetings of members, and in his or her absence,
the presiding officer shall appoint another person to act as
Secretary of the meeting.
Meetings shall be governed by Roberts' 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 the
corporation, or with any provision of law.
SECTION 10. REASONABLE NOMINATION AND
ELECTION PROCEDURES
This corporation shall make available to members
reasonable nomination and election procedures with respect to
the election of Directors by members. Such procedures shall be
reasonable given the nature, size and operations of this
corporation, and shall include:
(A) A reasonable means of nominating persons for
election as Directors.
(B) A reasonable opportunity for a nominee to
communicate to the members the nominee's qualifications and the
reasons for the nominee's candidacy.
(C) A reasonable opportunity for all nominees to
solicit votes.
(D) A reasonable opportunity for all members to
choose among the nominees.
SECTION 11. RECORD DATE FOR MEETINGS
The record date for purpose of determining the
members entitled to notice, voting rights, written ballot
rights, or any other right with respect to a meeting of members
or any other lawful membership action, shall be fixed pursuant
to Section 5611 of the California Nonprofit Public Benefit
Corporation Law.
ARTICLE 5. DIRECTORS
SECTION 1. NUMBER
The corporation shall have nine (9) Directors
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 the Bylaw and adoption of a new Bylaw, as provided in
these Bylaws.
SECTION 2. 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, if any, of this corporation,
the activities and affairs of this corporation shall be
conducted and all corporate powers shall be exercised by of
under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the Directors to:
(A) 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.
(B) Appoint and remove, employ and discharge,
and, except as otherwise provided in these Bylaws, prescribe the
duties and fix the compensation, if any, of all officers, agents
and employees of the corporation.
(C) Supervise all officers, agents, and
employees of the corporation to assure that their duties are
performed properly.
(D) Meet at such times and places as required by
these Bylaws.
(E) Register their addresses with the Secretary
of the corporation, and notices of meetings mailed to them at
such addresses shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Each Director shall hold office until the next
annual meeting for election of the Board of Directors as
specified in these Bylaws, and until his or her successor is
elected and qualifies.
SECTION 5. COMPENSATION
Directors and officers shall serve without
compensation.
SECTION 6. PLACE OF MEETINGS
Meetings shall be held at the principal office
of the corporation unless otherwise provided by the Board or at
such place within or without the State of California which has
been designated from time to time by resolution of the Board of
Directors. In the absence of such designation, any meeting not
held at the principal office of the corporation shall be valid
only if held on the written consent of all Directors given
either before or after the meeting and filed with the Secretary
of the corporation or after all Board members have been given
written notice of the meeting as hereinafter provided for
special meetings of the Board. Any meeting, regular or special,
may be held by conference telephone or similar communications
equipment, so long as all Directors participating in such
meeting can communicate with each other.
SECTION 7. REGULAR AND ANNUAL MEETINGS
Monthly meetings of Directors shall be held. At
the annual regular meeting of Directors for the month of
October, Directors shall be nominated.
SECTION 8. SPECIAL MEETINGS
Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President, the
Vice-President, the Secretary, or by any two Directors, and such
meetings shall be held at the place, within the state of
California, designated by the person or persons calling the
meeting, and in the absence of such designation, at the
principal office of the corporation, without any written notice.
SECTION 9. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with
shall specify the place, day and hour of the meeting. The
purpose of any Board meeting need not be specified in the
notice.
SECTION 10. 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 part of the minutes of the meeting.
SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of five (5) of the nine
(9) Board of Directors.
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 is not present. The only motion which the Chair
shall entertain at such meeting is a motion to adjourn.
SECTION 12. 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 13. CONDUCT OF MEETINGS
Meetings of the Board of directors shall be
presided over by the Chairman of the Board, or if no such person
has been so designated, or in his or her absence, 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 Chairman 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 Roberts' 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 14. 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, as
herein provided.
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 for missing a specified number of
Board meetings.
Any Director may resign effective upon giving
written notice to the Chairman of the Board or the President
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 a
majority of Directors then in office , whether or not less than
a quorum, or by a sole remaining Director.
A person elected to fill a vacancy as provided
in 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 15. NON-LIABILITY OF DIRECTORS
The Directors shall not be personally liable for
the debts, liabilities, or other obligations of the corporation.
SECTION 16. 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 17. 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 6. OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of this corporation shall be a
President, a Secretary, and a chief financial officer who shall
be designated the Treasurer. The corporation may also have, as
determined by the Board of Directors, a Chairman of the Board,
one or more Vice-Presidents, Assistant Secretaries, Assistant
Treasurers, or other officers. Any number of offices may be held
by the same person except that neither the Secretary nor the
Treasurer may serve as the President or Chairman of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND
TERM OF OFFICE
Any member in good standing may serve as officer
of this corporation. Officers shall be elected by the Board of
Directors, at any time, and each officer shall hold office until
he or she resigns or is removed or is otherwise disqualified to
serve, or until his or her successor shall be elected and
qualified, whichever occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other
officers or agents as it may deem desirable, and such officers
shall serve such terms, have such authority, and perform such
duties as may be prescribed from time to time by the Board of
Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or
without cause, by the Board of Directors, at any time. Any
officer may resign at any time by giving written notice to the
Board of Directors or the President or Secretary of the
corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later date specified
therein, and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
The above provisions of this Section shall be superseded by any
conflicting terms of a contract which has been approved or
ratified by the Board of Directors relating to the employment of
any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation,
removal, disqualification, or otherwise, of any officer shall be
filled by the Board of Directors. In the event of a vacancy in
any office other than that of President, such vacancy may be
filled temporarily by appointment by the President until such
time as the Board shall fill the vacancy. Vacancies occurring in
offices of officers appointed at the discretion of the Board may
or may not be filled as the Board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The president shall be the chief executive
officer of the corporation and shall, subject to the control of
the Board of Directors, supervise and control the affairs of the
corporation and the activities of the officers.
He or she shall perform all duties incident to
his or her office and such other duties as may be required by
law, by the Articles of Incorporation of this corporation, or by
these Bylaws, or which may be prescribed from time to time by
the Board of Directors.
Unless another person is specifically appointed
as Chairman of the Board of Directors, he or she shall preside
at all meetings of the Board of Directors.
If applicable, the President shall preside at
all meetings of the members. E
xcept as otherwise expressly provided by law, by
the Articles of Incorporation, or by these Bylaws, he or she
shall, in the name of the corporation, execute such deeds,
mortgages, bonds, contracts, checks, or other instruments which
may from time to time by authorized by the Board of Directors.
SECTION 7. DUTIES OF 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
action 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, by the
Articles of Incorporation, or by these Bylaws, or as may be
prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the
corporation the original, or a copy, of these Bylaws as amended
or otherwise altered to date.
Keep at the principal office of the corporation
or at such other place as the Board may determine, a book of
minutes of all meetings of the Directors, and, if applicable,
meetings of committees of Directors and members, recording
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.
See that all notices are duly given in
accordance with the provisions of these Bylaws or as required by
law.
Be custodian of the records and of the seal of
the corporation and see that the seal is affixed to all duly
executed documents, the execution of which on behalf of the
corporation under its seal is authorized by law or by these
Bylaws.
Keep at the principal office of the corporation
a membership book containing the name and address of each and
any members, and, in the case where any membership has been
terminated, he or she shall record such fact in the membership
book together with the date on which such membership ceased.
Exhibit at all reasonable times to Directors of
the corporation, or to his or her agent or attorney, on request
therefore, the Bylaws, the membership book, and the minutes of
the proceedings of the Directors of the corporation.
In general, perform all duties incident to the
office of Secretary and such other duties as may be required by
law, by the Articles of Incorporation of this corporation, or 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 TREASURER
Subject to the provisions of these Bylaws
relating to the "Execution of Instruments, Deposits and Funds,"
the Treasurer shall:
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.
Receive, and give receipt for, monies due and
payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of
the corporation as may be directed by the Board of Directors,
taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts
of the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts,
disbursements, gains, and losses.
Exhibit at all reasonable times the books of
account and financial records to any Director of the
corporation, or to his or her agent or attorney, on request
therefore.
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.
Prepare, or cause to be prepared, and have a
public accountant certify, the financial statements to be
included in any required reports, and in the yearly report at
the close of the fiscal year as stipulated in Article 9, Section
6 herein.
In general, perform all duties incident to the
office of Treasurer and such other duties as may be required by
law, by the Articles of Incorporation of the corporation, or by
these Bylaws, or which may be assigned to him or her from time
to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be
fixed from time to time by resolution of the Board of Directors,
and no officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a Director of the
corporation. In all cases, any salaries received by officers of
this corporation shall be reasonable and given in return for
services actually rendered the corporation which relate to the
performance of the charitable or public purposes of the
corporation.
ARTICLE 7. COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote
of Directors then in office, designate two (2) or more of its
members (who may also be serving as officers of this
corporation) to constitute an Executive Committee and delegate
to such Committee any of the powers and authority of the Board
in the management of the business and affairs of the
corporation, except with respect to:
(A) The approval of any action which, under law
or the provisions of these Bylaws, requires the approval of the
Board as provided herein.
(B) The filling of vacancies on the Board or on
any committee which has the authority of the Board.
(C) The amendment or repeal of Bylaws or the
adoption of new Bylaws.
(D) The amendment or repeal of any resolution of
the Board which by its express terms is not so amendable or
repeal able.
(E) The appointment of committees of the Board
or the members, thereof.
(F) The approval of any transaction to which
this corporation is a party and in which one or more of the
Directors has a material financial interest, except as expressly
provided in Section 5233 (d) (3) of the California Nonprofit
Public Benefit Corporation Law.
By a majority vote of its members then in
office, the Board may at any time revoke or modify any or all of
the authority so delegated, increase or decrease but not below
two (2) the number of its members, and fill vacancies therein
from the members of the Board. The Committee will keep regular
minutes of its proceedings, cause them to be filed with the
corporate records, and report the same to the Board from time to
time as the Board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees
as may from time to time be designated by resolution of 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 8. 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 his authorized and approved
designee by the Board, and countersigned by an authorized
officer or Director 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 9. CORPORATE RECORDS, REPORTS, AND
SEAL
SECTION 1. MAINTENANCE OF CORPORATE
RECORDS
The corporation shall keep at its principal
office in the State of California:
(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 indicating their
names and addresses and phone numbers, and the termination date
of any membership.
(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, if any, of the corporation at all
reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at
will alter, a corporate seal. Such seal shall be kept at the
principal office of the corporation. Failure to affix the seal
to corporate instruments, however, shall not affect the validity
of any such instrument.
SECTION 3. 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 and to inspect the physical properties
of the corporation.
SECTION 4. MEMBERS' INSPECTION RIGHTS
Each and every member in good standing shall
have the following inspection rights, for a purpose reasonably
related to such person's interest as a member.
(A) To inspect and copy the record of all
members' names, addresses and phone numbers, at reasonable
times, upon five (5) business days' prior written demand on the
corporation, which demand shall state the purpose for which the
inspection rights are requested.
(B) To inspect at any reasonable time the books,
records, or minutes of proceedings of the Board or committees of
the Board, upon written demand on the corporation by the member.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this
article may be made in person or by agent or attorney and the
right to inspection includes the right to copy and make
extracts.
SECTION 6. ANNUAL REPORT
The Board shall cause an annual report to be
furnished not later than sixty (60) days after the close of the
corporation's fiscal year to the members of the corporation in
good standing. The report shall contain the following
information in appropriate detail:
(A) The assets and liabilities, including the
trust funds, of the corporation as of the end of the fiscal
year.
(B) The principal changes in assets and
liabilities, including trust funds, during the fiscal year.
(C) The revenue or receipts of the corporation,
both unrestricted and restricted to particular purposes, for the
fiscal year.
(D) The expenses or disbursements of the
corporation, for both general and restricted purposes, during
the fiscal year.
ARTICLE 10. FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin
on the first day of January and end on the last day of December
in each year.
ARTICLE 11. 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:
(A) Subject to the power of the members in good
standing to change or repeal these Bylaws under Section 5150 of
the Corporation Code, by approval of the Board of Directors
unless the Bylaw amendment would materially and adversely affect
the rights of members as to voting or transfer, 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
(B ) by approval of the members in good standing
of this corporation.
ARTICLE 12. AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES AFTER
ADMISSION OF MEMBERS
Amendment of the Articles of Incorporation may
be adopted at the April meeting by the approval of the Board of
Directors and by the approval of the members in good standing 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 and 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 either 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 13. 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 or 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, then remaining
in the hands of the Board of Directors, shall be distributed as
required by the Articles of Incorporation of this corporation
and not otherwise.
ARTICLE 14. DISSOLUTION OF THE CORPORATION
SECTION 1. APPROVAL TO DISSOLVE
Upon recommendation by the Board of Directors
and indication by the majority of members in good standing
present at the meeting, ballots shall be sent to all of the
members with a request to respond within thirty (30) days from
the date of meeting.
Once the ballots are returned, an independent
committee shall count them at the next regular meeting. The
Board of Directors can then proceed accordingly.
SECTION 2. DISTRIBUTION OF ASSETS
After full satisfaction of all the debts, and
claims against the corporation, all of the assets, cash and
non-cash, shall be donated to a non-profit corporation(s) as
recommended by the Board of Directors after ratification by a
majority of the members present at the dissolution meeting.
These Bylaws were accepted as written herein by
the below listed Board of Directors of P.V.M.A.C., Pomona Valley
Model Airplane Club, on this day of February 4, 2003.
Richard Burman John Nolte Jim Caspio Nate
Lubatti Gary Cummings
Charlie McBride Lynn Burks Wally Fahley Robert
Boehm
This is to certify that the foregoing is a true
and correct copy of the Bylaws of the corporation named in the
title thereto and that such Bylaws were duly adopted by the
Board of Directors of said corporation on the date set forth
above.
Steve Parola, Secretary, Pomona Valley Model Airplane Club
Date: February 4, 2003
