Bylaws
of
THE STOCKTON-DELTA AMATEUR RADIO ORGANIZATION,

a California Public Benefit Corporation

 

ARTICLE 1
OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is located in San Joaquin County, California, at such location as may be decided, or changed, by majority vote of the board of directors, and announced to the members of the corporation at the next meeting of members, and in any publication to members, or to the general public, that that the corporation may undertake.

SECTION 2. OTHER OFFICES

The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.

ARTICLE 2
PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES

1. The primary objectives and purposes of this corporation shall be: To operate a public-benefit nonprofit corporation for educational, public service,  and scientific purposes as follows:

(a) To educate and increase the proficiency of its members in the science of radio communications.

(b) To provide for dissemination of information among its members concerning scientific advancement and progress in the field of radio communication.

(c) To organize and train units of licensed radio amateurs capable of maintaining radio communications as a public service during periods of emergency.

(d) To encourage and sponsor experimental activities in radio communications and electronics, to the end that skills and experience gained in amateur radio will further the application of electronics to the benefit of the public at large.

(e) To promote the elevation of standards of practice and ethics in the conduct of amateur radio communications.  To assist in carrying out these primary purposes, this corporation maintains, and intends to continue to maintain, an active affiliation with The American Radio Relay League, Inc., the national nonprofit organization of radio amateurs.

(f)  To provide a radio amateur repeater communications infrastructure in San Joaquin and surrounding counties, that supports the above purposes whenever needed.

2. The general purposes and powers are to have and exercise all rights and powers conferred on a public benefit, nonprofit corporations under the laws of California, including the power to contract, rent, buy, or sell personal or real property, provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.

3. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution on behalf of any candidate for public office).

ARTICLE 3
DIRECTORS

SECTION 1. NUMBER

The corporation shall have six (6) directors, and collectively they shall be known as the Board of Directors. The Board of Directors shall consist of the officers of the corporation, and one additional director which shall be known as the Member at Large.  The number of directors may be changed by amendment of this bylaw, or by repeal of this bylaw and adoption of a new bylaw, as provided in these Bylaws.   No one person may hold the position of two or more directors, except the offices of secretary and treasurer, which may be combined as one officer.  In such case, that person shall be entitled to only one vote in actions that may come before the board of directors for a vote.

All directors of this corporation shall be members of the corporation eligible to vote and in good standing at the time of their nomination and possess a current, valid and renewable amateur radio operator’s license recognized or issued by the Federal Communications Commission.  Directors must continue to have these attributes for the entire term of his or her service as director.

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 or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

SECTION 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 or telegraphed to them at such addresses shall be valid notices thereof.

SECTION 4. TERMS OF OFFICE

Each director shall hold office for a term of one (1) year until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and/or until his or her successor is elected and qualifies. No board member may serve more than three (3) consecutive terms. except for the  Call Sign Trustee who shall serve until he or she resigns, or is removed by the Board of Directors.

SECTION 5. COMPENSATION

Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this article.

SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:

(a)  Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or

(b)  Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 7. 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 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, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic video screen communication or other communications equipment (other than conference telephone) constitutes presence in person at that meeting if all of the following apply:

a) Each director participating in the meeting can communicate with all of the other directors concurrently;

b) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and

c) The corporation adopts and implements some means of verifying 1) that all persons participating in the meeting are directors of the corporation or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors.

SECTION 8. REGULAR AND ANNUAL MEETINGS

Regular meetings of directors shall be held on the second Thursday of each month, immediately before the regular meeting of members,  unless an alternate day and time is designated by the president with the approval of the majority of the Board.   If a majority of the Board agrees in writing (including via e-mail) that there is nothing to be addressed at this meeting, the Board may decide not to hold the meeting.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by any two directors, and such meetings shall be held at the place, within the San Joaquin County, in the State of California, designated by the persons calling the meetings, and in the absence of such designation, at the principal office of the corporation

SECTION 10. NOTICE OF MEETINGS

Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon at least 48 hours notice by either first-class mail, electronic mail, or by telephone call with personal audio contact (i.e. not via a message left on an answering machine, or with a spouse or other resident of the home).  Such notices shall be addressed to each director at his or her physical and/or e-mail address as shown on the books of the corporation.

SECTION 11. CONTENTS OF NOTICE

Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any special board meeting shall be specified in the notice, and only the subjects specified in that notice may be acted upon in the special meeting, unless all boars members are present at the meeting, and assent to addressing such other subjects.

SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

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

SECTION 13. QUORUM FOR 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 at the meeting, and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

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

A quorum for a meeting of the board of directors shall consist of four (4) of the six drectors.

SECTION 14. 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 15. CONDUCT OF MEETINGS

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

Meetings shall be governed by 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 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

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

SECTION 17. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation, removal of any director, or when a director shall otherwise become no longer qualified to be a director, (2) whenever the number of directors is increased, or (3) as to that director, when he or she has not attended four (4) consecutive meetings of the board of directors, or four (4) consecutive general membership meetings, unless that director shall, in the opinion of a majority of the other directors, have a valid excuse for such lack of attendance.

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, has had his or her amateur radio license revoked, terminated or expired, 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.  Directors may be removed without cause by a majority vote of the  members represented at a membership meeting at which a quorum (Art. 13 Section 5) is present.

Any director may resign effective upon giving written notice to the president, the secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.  

Vacancies  may be filled by a majority vote of the remaining Board of Directors.  Such director appointed by the board of directors shall be ratified, or be replaced, by vote of the membership of the corporation at the next membership meeting where such a vote can be practically taken

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

SECTION 18. NONLIABILITY OF DIRECTORS

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

SECTION 19. 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 20. INSURANCE FOR CORPORATE AGENTS

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

ARTICLE 4
OFFICERS

SECTION 1. NUMBER OF OFFICERS

The officers of the corporation shall be a president, a vice president, a secretary, a treasurer, and a call sign trustee

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Any member of the corporation eligible to serve as a director may serve as officer of this corporation. Officers, with the exception of he call sign trustee, shall be elected by the members at each annual members meeting, 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.  The call sign trustee shall be appointed by the board of directors, and serve at their pleasure.

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. 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 chairperson 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. Except 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 be authorized by the board of directors.

SECTION 5. 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 acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors.

SECTION 6. 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 of 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 is authorized by law or these bylaws.

Keep at the principal office of the corporation a membership book containing the name, the mailing and electronic mail address (if applicable) of each and any member, and, in the case where any membership has been terminated, the secretary shall record such fact in the membership book together with the date on which such membership ceased.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, 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 7. 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 therefor.

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 certify, or cause to be certified, the financial statements to be included in any required reports.

Prepare, or cause to be prepared, any and all reports to governmental authorities.  In the event of any penalties imposed on the corporation or the treasurer individually, for not filing, filing late, or not paying any assessments against the corporation, no personal liability shall attach to the treasurer.

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 8, DUTIES OF CALL SIGN TRUSTEE

Should the corporation have a call sign trustee as provided in Article 3 Section 1, the duties of the call sign trustee shall be responsible to assure that the club license is in compliance with FCC rules and regulations pertaining to that license

SECTION 9. COMPENSATION

All officers shall serve without compensation for their service in their position, provided that reasonable reimbursement may be made by the corporation to an officer for out-of-pocket expenditures in furthering the corporation’s interests.
 
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ARTICLE 5
EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

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

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and/or a current authorized board member (amended 041422) . 

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, and shall acknowledge, in writing signed by one of the officers of the corporation, such gift.

ARTICLE 6
CORPORATE RECORDS, REPORTS, AND SEAL

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep in the State of California, and make available to any member of the corporation upon reasonable request:

(a)  Minutes of all meetings of directors, 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, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d)  A copy of the corporation's articles of incorporation and bylaws as amended to date.

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 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. ANNUAL REPORT

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all directors of the corporation and to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a)  The assets and liabilities, including the any trust funds, of the corporation as of the end of the fiscal year;

(b)  The principal changes in assets and liabilities, including any 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;

(e)  Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

If this corporation receives Twenty-Five Thousand Dollars ($25,000), or more, in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.

SECTION 4. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

This corporation shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:

(a)  Any director or officer of the corporation, or its parent or its subsidiary (a mere common directorship shall not be considered a material financial interest); or

(b)  Any holder of more than ten percent (10%) of the voting power of the corporation, its parent, or its subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than Fifty Thousand Dollars ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than Fifty Thousand Dollars ($50,000).

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction, and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

If this corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.

ARTICLE 7
FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE CORPORATION

The fiscal year of the corporation shall begin on the January 1 and end on December 31 in each year.

ARTICLE 8
CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES

 

SECTION 1. PURPOSE OF CONFLICT OF INTEREST POLICY

 

The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.  In the event of any conflict, the applicable state and federal laws shall supercede the provisions of these bylaws, but only to the extent of any conflict.

 

SECTION 2. DEFINITIONS

 

(a)  Interested Person.

 

Any director, principal officer, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

 

(b)  Financial Interest.

 

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

 

(1)   an ownership or investment interest in any entity with which the corporation has a transaction or arrangement,

(2)   a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or

(3)   a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

 

A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

 

SECTION 3. CONFLICT OF INTEREST AVOIDANCE PRODEDURES

 

(a)  Duty to Disclose.

 

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the board of directors considering the proposed transaction or arrangement.

 

(b)  Determining Whether a Conflict of Interest Exists.

 

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.

 

(c)  Procedures for Addressing the Conflict of Interest.

 

An interested person may make a presentation at the board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

 

The president or chairperson of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the board shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

 

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

 

(d)  Violations of the Conflicts of Interest Policy.

 

If the board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

 

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

SECTION 4. RECORDS OF BOARD PROCEEDINGS RELATING TO CONFLICT OF INTEREST

 

The minutes of any meetings of the board where conflict of interest issues are considered shall contain:

 

(a)   The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s decision as to whether a conflict of interest in fact existed.

 

(b)   The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

SECTION 5. COMPENSATION APPROVAL POLICIES

 

A voting member of the board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.

 

When approving compensation for any employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board shall also comply with the following additional requirements and procedures:

 

(a)   the terms of compensation shall be approved by the board prior to the first payment of compensation.

 

(b)   all members of the board who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

 

1.     is not the person who is the subject of compensation arrangement, or a family member of such person;

2.     is not in an employment relationship subject to the direction or control of the person who is the subject of compensation arrangement

3.     does not receive compensation or other payments subject to approval by the person who is the subject of compensation arrangement

4.     has no material financial interest affected by the compensation arrangement; and

5.     does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board.

 

(c)   the board shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

 

1.     compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size and purpose and with similar resources

2.     the availability of similar services in the geographic area of this organization

3.     current compensation surveys compiled by independent firms

4.     actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.

 

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.

 

(d)   the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board that approved the compensation. Such documentation shall include:

 

1.     the terms of the compensation arrangement and the date it was approved

2.     the members of the board who were present during debate on the transaction, those who voted on it, and the votes cast by each board member

3.     the comparability data obtained and relied upon and how the data was obtained.

4.     If the board determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board shall record in the minutes of the meeting the basis for its determination.

5.     If the board makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board meeting.

6.     any actions taken with respect to determining if a board member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).

7.     The minutes of board meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board meeting or 60 days after the final actions of the board are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board meeting following final action on the arrangement by the board.

 

SECTION 6. ANNUAL STATEMENTS

 

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

 

(a)   has received a copy of the conflicts of interest policy,

(b)   has read and understands the policy,

(c)   has agreed to comply with the policy, and

(d)   understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

 

SECTION 7. PERIODIC REVIEWS

 

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

 

(a)   Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.

 

(b)   Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

 

SECTION 8. USE OF OUTSIDE EXPERTS

 

When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

 

ARTICLE 9
AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of bylaws of public benefit nonprofit corporations, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted as follows:

 (a)  By approval of a majority of the members, of this corporation (excluding honorary members), in addition to a vote of a majority of the board of directors.

ARTICLE 10
AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES

Amendment of the articles of incorporation may be adopted by the approval of a majority of the members of this corporation, in addition to a vote of a majority of the board of directors

ARTICLE 11
MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

The corporation shall have four (4) classes of members. Each dues-paying member and life member is entitled to one vote. No members 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 dues-paying memberships shall have the same rights, privileges, restrictions, and conditions.

SECTION 2. QUALIFICATIONS OF MEMBERS

The qualifications for membership in this corporation are as follows: Any person with expressed interest in amateur radio.

SECTION 3. ADMISSION OF MEMBERS

Applicants shall be admitted to membership by written application and payment of any required dues.

SECTION 4. FEES, DUES, AND ASSESSMENTS

(a) The following fee shall be charged for making application for membership in the corporation: None.

(b) The Board of Directors of Stockton-Delta Amateur Radio Club shall establish dues for each type of membership subject to the approval of the majority vote of the members present at a the first regular general membership meeting of each fiscal year.  Dues for the various membership types shall be published in the club’s monthly publication.   A member joining during the first six months of the fiscal year shall pay the full year’s dues.  After the first six months of the fiscal year, one-half te annual dues amount shall be required.

(c) Memberships shall be nonassessable.

(d) The four (4) types of memberships as follows:
 

1. Individual membership. Members who submit individual applications and pay annual dues for one member.

2. Family membership. Limited to members who submit their entire family, living in the same household, regardless of number, on one application form and pay annual membership dues.  Family memberships shall be entitled to one vote.

3. Life membership. Life membership may be conferred as an honor on any member who has served the Stockton-Delta Amateur Radio Club in an exemplary fashion. A majority vote of the membership at an annual meeting at which a quorum is present can confer this honor on any one individual (or one person in a family membership). Life members shall be entitled to vote and/or hold office and are exempt from any requirement to pay dues.

5. Honorary membership. An Honorary Membership may be awarded to nonmembers who have rendered distinguished service to Stockton-Delta Amateur Radio Club, and/or the amateur radio community as a whole.  Honorary membership shall be offered and thereafter, each year,  continued at the discretion of the Board of Directors in office. Honorary members shall not be entitled to vote or to hold office.

 

SECTION 5. NUMBER OF MEMBERS

There is no limit on the number of members the corporation may admit.

SECTION 6. MEMBERSHIP ROSTER

The corporation shall keep a membership roster containing the name and address of each member. Termination of the membership of any member shall be recorded in the roster together with the date of termination of such membership. Such roster shall be kept at the corporation’s principal office and shall be available for inspection by any director or member of the corporation during regular business hours. 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 reasonably related to a member’s interest as a member.

SECTION 7. NONLIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.

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 the president or secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

(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) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally, mailed or electronically mailed to such member by the president or secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty-day (30-day) period following the member’s receipt of the written notification of delinquency.
 

(b) Procedure for expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the following procedure shall be implemented:
 

(1) A notice shall be sent by first-class mail to the last address of the member as shown on the corporation’s records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the effective date of the proposed 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) If this corporation has provided for the payment of dues by members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.

SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP

All rights of a member in 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 or any class of 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 12
MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS

Meetings of members shall be held at the principal office of the corporation or at such other place or places within the State of California as may be designated from time to time by resolution of the Board of Directors. and announced to the members of the corporation at the next meeting of members, and in any publication to members, or to the general public, that that the corporation may undertake.

SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS

Regular meetings of the membership of this club shall be held on the second Thursday of each month at 7:30 p.m. or at such alternate time and date as approved by a majority vote of the Board of Directors and announced to the members of the corporation at the next meeting of members, and in any publication to members, or to the general public, that that the corporation may undertake.

Regular meetings of the membership may be cancelled from time to time as need and necessity determine with the approval of the Board of Directors.

The membership regular meeting scheduled for the month of November of each year shall be designated as the annual meeting, for the purposes of electing the Board of Directors, and transacting other business as may come before the meeting. Voting for the election of directors shall be by written ballot of the membership, and shall be by majority vote of those voting at the annual meeting.  The vote tabulation shall be counted by the secretary, and at least two other members of the corporation who are not nominated to the board.  Results shall be announced at that annual meeting.  The secretary shall keep and maintain the ballots cast for a period of at least 90 days after the annual meeting, during which time they may be inspected upon reasonable request by any member.  The November meeting of members for these stated purposes shall be deemed a regular meeting, and any reference in these Bylaws to regular meetings of members shall also refer to this annual meeting.   Directors elected shall take office at the first regular meeting of members after the beginning of the fiscal year, provided, however, if there shall be a meeting of the board of directors after the beginning of that fiscal year, but before the regular meeting, the newly elected directors shall take office at that meeting of the board of directors.

If the day fixed for the annual meeting or other regular meetings falls on or near a legal holiday, such meeting shall be held at the same hour and place on a day as determined by the Board of Directors.

SECTION 3. SPECIAL MEETINGS OF MEMBERS

Persons who may call special meetings of members: Special meetings of the members shall be called by the Board of Directors or the president of the corporation. In addition, special meetings of the members for any lawful purpose may be called by five (5) percent or more of the members.

 

SECTION 4. NOTICE OF MEETINGS

 

(a) Time of notice. A written notice of all meetings shall be given by the corporation not less than five (5) nor more than ninety (90) 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, provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given ten (10) days before the meeting.

(b) Manner of giving notice. Notice of a members’ meeting or any report shall be given either by mail, electronic mail, or other means of written communication, addressed to the member at the address of such member appearing on the books of the corporation. Notice shall be deemed to have been given at the time when delivered personally, posted electronically,  or deposited in the mail.

(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 an annual 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 a 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 in 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 mail to the chairperson of the board, president, vice president, or secretary of the corporation. The officer 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 of the meeting. The date for such meeting shall be fixed by the board and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.

(e) Waiver of notice of meetings. The transaction of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the persons entitled to vote, not present in person, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that, if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.

(f) Special notice rules for approving certain proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless approved by a two-thirds majority of those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:
 

1. Removal of directors without cause

2. Filling of vacancies on the board by members

3. Amending the Articles of Incorporation

4. An election to voluntarily wind up and dissolve the corporation

SECTION 5. QUORUM FOR MEETINGS

A quorum shall consist of fifteen percent (15%) of the voting members of the corporation.

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 a 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 required to constitute a quorum.

In the absence of a quorum, any meeting of the members may be adjourned by the vote of a majority of the votes represented in person at the meeting. No 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 in person 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

Each dues-paying or life member who possesses a current, valid and renewable amateur radio operator’s license recognized or issued by the Federal Communications Commission. is entitled to one vote on each matter submitted to a vote by the members. In the case of a family membership, at least one member of the family must be so licensed. Voting at duly held meetings shall be by voice vote. Election of directors, however, shall be by written ballot as provided in Article 12 Section 11.

SECTION 8. PROXY VOTING

Voting by proxy may be accomplished by a member notifying the secretary of the corporation that their vote has been granted to another member, provided the member holding the proxy is also eligible to vote.

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 by any other officer present. The secretary of the corporation shall act as secretary of all meetings of members, 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 any provision of law.

SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING

Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that, where the person solicited specifies a choice with respect to any such proposal, the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of this article.

All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time and the manner by which they must be received by the corporation in order to be counted.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.

SECTION 11. NOMINATION AND ELECTION PROCEDURES

All directors of the corporation subject to election shall be elected at the annual meeting of members and shall hold office until their respective successors are elected.

Any member in good standing may nominate in writing any other member in good standing (who must also be eligible to vote) for any director position. Any nominees shall be seconded by at least one other member in good standing and eligible to vote , and the nominee must agree that he or she would serve if elected.  Nominations, seconds to any nominations, and the agreement of any nominee to serve shall be in writing, provided that such nominations, seconds to nomination and agreement to serve may be by voice if all parties are present at the October general meeting. Of members.

The election of directors will be by secret ballot provided at the November meeting to those eligible to vote.  A majority vote shall not be required for election, and the nominees receiving the highest number of votes will be deemed elected to fill the vacancies. In the event of a tie for the last of such vacancies, a further election shall be immediately held in which the nominees tied for such vacancy shall be voted upon and the nominee receiving the highest vote shall be declared elected.

SECTION 12. ACTION BY WRITTEN CONSENT WITHOUT MEETING

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if two-thirds of the members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as a two-thirds majority vote of the members.

SECTION 13. RECORD DATE FOR MEETINGS

The record date for purposes 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 ninety (90) days prior to the meeting  where the vote is to take place.

 

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 of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these bylaws and is fixed by resolution of the board of directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the articles of incorporation of this corporation and not otherwise.

 

 

CERTIFICATE

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 approval of a majority of the members of this corporation, on the _____ of __________, 20__, in addition to a vote of a majority of the board of directors on the _____ of __________, 20__.

 Dated: ___________

                ____________________
                ____________, Secretary