VISALIA SPORTSMEN'S ASSOCIATION
NAME AND LOCATION
1.1. The name of this corporation, which is a nonprofit corporation organized under the Nonprofit Corporation Act of the State of California, is Visalia Sportsmens Association (hereinafter "Corporation").
1.2. The principal office of this Corporation shall be situated in the State of California at the Clubhouse at 500 E. Roosevelt St., Visalia, CA.
PURPOSE2.1. General Purpose. The Corporation is organized and operated for the following general purposes:
(a) Exclusively as a social club organized and operated for the pleasure and recreation of its members within the meaning of 501(c)(7) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law.
(b) To exercise such of the rights, powers, duties and authority of a nonprofit corporation organized under the Nonprofit Corporation Act of the State of California which are consistent with the preceding paragraph.
(c) The Corporation shall not engage in the business of making its social and recreational facilities available to the general public. Further, the Corporation shall not make any solicitation of the general public to utilize club facilities.
2.2. Specific Purposes. The specific purposes of the Corporation include, without limitation, the following:
(a) to unite in the effort of solving local, county and statewide problems pertaining to the protection and propagation of fish and game, all wildlife and other natural resources in our area;
(b) the conservation of our natural resources through the promotion and fostering of good public sentiment for better fish, game and forest management;
(c) the encouragement of organized shooting activities among its adult and junior members and the general public, as to provide a better knowledge of safe handling and the proper use and care of firearms;
(d) to take lawful steps to bring into effect those measures deemed to be in the interests of member sportsmen.
3.1. Qualifications For Membership. The members of the Corporation shall consist of such persons as: 1) apply for membership on a form approved by the Board of Directors; 2) subscribe to the purposes and goals of the Corporation; 3) agree to abide by the Bylaws of the Corporation as amended.
3.2. Classes of Members. The membership of the Corporation shall be divided into
(a) Regular Members. Regular members include all adult members who have paid membership dues.
(b) Social Members. Social members are members without range privileges.
(c) Family Members. Family members include the spouse and/or minor children of a
(d) Junior Members. Junior members include all minor members who are a family
member of a regular or adult member in good standing. Junior members shall have no
(e) Life Members. Life members are permanent members with range and social
privileges. Life memberships may be individual or family memberships.
(f) Honorary Members. Honorary members are individuals who have contributed
outstanding services to the Corporation. Honorary memberships are conferred upon
individuals exclusively by the Board of Directors.
(g) Associate Members. Associate members include all members of the Corporation
who are neither regular members nor junior members. Associate members shall have no
3.3. Voting Rights. All regular members in good standing shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval (this shall include both adult members of a family membership, Life Members and Social Members). There shall not be any voting of members by proxy. Associate, Honorary and Junior Members shall have no voting rights. Votes may be taken by voice, by a show of hands or by written ballot. Voting members shall have no right to cumulate their votes.
3.4. Membership Dues. All regular members shall pay annual membership dues to the Corporation in such amounts and in such manner as the Board of Directors determines. Payment of yearly dues shall be considered late after a period of sixty (60) days after the due date.
3.5. Meetings of Members. The annual business meeting of the voting members shall be held at 7:00 pm on the second Thursday of each December, or such other time as the Board of Directors may fix in the notice of such meeting, at the principal place of business of the Corporation or in such other place as may be designated by the Board of Directors.
At each annual business meeting the directors and officers of the Corporation shall then be elected, but if such meeting is not held or if directors are not elected thereat, they may be elected in any special meeting of the voting members held for that purpose.
In addition to the annual business meeting, monthly meetings may be held at 7:00 pm on the second Thursday of each month.
Special meetings of the voting members for any purpose or purposes may be called at any time by the President, or by a majority of the directors, or upon written petition by at least ten percent (10%) of the voting members.
3.6. Notice of Meetings of Members. Notice of each regular or special meeting shall be given to each member entitled to vote thereat, either personally or by prepaid mail, or by facsimile transmission or other electronic means, addressed to each member at the address appearing on the books of the Corporation. Such notices shall be sent not less than ten (10) and not more than sixty (60) days before each meeting, and shall specify the place, day, and hour of the meeting. The notice of the annual business meeting shall designate it as such.
3.7. Quorum. The presence in person of the lesser of seventy-five voting members or three-and-a-half percent (3.5%) of the voting membership at any club meeting shall constitute a quorum. The members present in person at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.
3.8. Voting by Mail and/or Facsimile. If determined by the Board of Directors, the annual election of directors and officers by the voting members of the Corporation shall take place by mail and/or facsimile transmission. If it is so determined, ballots shall be mailed, faxed or otherwise delivered to all voting members not more than sixty (60) days before such annual meeting of the members and, to be valid, ballots must be completed, mailed (or otherwise delivered) to the Corporation and received by a date specified in the ballot, which shall be not less than twenty (20) days before such annual meeting.
3.9. Termination of Membership. The membership of each member of the Corporation will terminate upon the member's death, resignation, expulsion, or failure to pay dues as next described. Unless otherwise determined by the Board of Directors, each member's membership will immediately terminate if his or her membership dues have not been paid within sixty (60) days after such member's dues were due. Members terminated as a result of expulsion may not renew their membership in the Corporation without obtaining the affirmative vote of at least two-thirds of all the directors. Members terminated as a result of non-payment of dues may reactivate their membership in the Corporation within two years after such termination. Members terminated as a result of resignation or for non-payment of dues in excess of two years may renew their membership only by re-application for membership in the Corporation.
3.10. Suspension and Expulsion. Any member may be suspended or expelled from membership with cause upon the affirmative vote of at least two-thirds of all the directors if, in the discretion of the Board as indicated by such vote, such suspension or expulsion would be in the best interests of the Corporation. Nothing in these Bylaws shall be construed as granting to any member a continued membership or expectation of membership in the Corporation.
PROFESSIONAL COACHES AND GUESTS
4.1. Definition. A Professional Coach is a qualified instructor who is invited by the Board to provide instruction to members of the Corporation. A Professional Coach need not be a member of the Corporation.
4.2. Privileges. Each Professional Coach may enjoy all the privileges of the Corporation, except that they may not vote or hold any office within the Corporation unless they are also a regular member of the Corporation. However, a Professional Coach may serve as a member (but not chairperson) of any committee of the Corporation.
4.3. Independent Contractor. Each Professional Coach is an independent contractor and must, as a condition of approval, either: 1) provide his or her own workers disability compensation insurance; or 2) sign a waiver of liability against the Corporation for any loss, expense or injury arising from the conduct of Corporation related business.
4.4. Approval. To become a Professional Coach/Independent Contractor, a candidate must submit a written personal resumé to the Board and receive the approval of the Board.
4.5. Prospective Members. A prospective member may be admitted to three (3) Corporation sessions per season as a guest provided he or she is accompanied in person by a member who introduces such guest to the Chair of the Membership Committee, or in the absence of the Chair, one of the directors of the Corporation, at each such session attended.
5.1. Powers. Subject to any limitations of the Articles of Incorporation, the California Nonprofit Corporation Act or these Bylaws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:
(a) To remove the elected officers of the Corporation subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for officers as may not be consistent with law, with the Articles of Incorporation, or the Bylaws.
(b) To conduct, manage and control the affairs of the Corporation, and to make such rules and regulations therefor, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.
(c) To designate any place for the holding of any [membership meeting or] Board of Directors meeting, to change the principal office of the Corporation for the transaction of its business from one location to another.
(d) To borrow money and incur indebtedness for the purpose of the Corporation and to cause to be executed and delivered therefor, in the Corporation's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities thereof with the approval by vote of the general membership.
(e) To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by the Corporation, and to distribute, loan or dispense the same or the income and profits therefrom. For amounts over $7,500.00, approval by vote of the general membership shall be secured.
(f) To create such trusts, foundations, and subsidiaries, as the Board of Directors shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.
5.2. Number of Directors. The number of directors constituting the entire Board shall be a minimum of eight and a maximum of twelve, as fixed by resolution of the Board. Subject to the foregoing, the number of directors may be determined from time to time by action of the Board of Directors, provided that any action by the Board of Directors to effect such increase above the maximum or decrease below the minimum shall require the vote of at least two-thirds of all directors then in office. No decrease in the number of directors shall shorten the term of any director then in office.
5.3. Qualifications for Office. Every director must be a member in good standing of this Corporation for two years prior to his/her election. Each director must be a U.S. citizen. No person who is holding public office is eligible to be a director. Each director shall serve without compensation except for reasonable expenses incurred for the Corporation. Directors appointed by the holder of any office or an officer or board of any other organization are to act in their own right and not as a representative of any interest or group. Each director shall be at least 18 years of age.
5.4 Election of Directors: One half of the Directors shall be elected by the voting members of the Corporation and the remaining Directors shall be appointed by the President.
The term of each director, upon being elected to office, shall begin at the beginning of the next calendar year.
5.5. Term of Office. The regular term of office for each director shall be two years, unless sooner terminated by death, incapacity, resignation or removal.
5.6. Staggering of Terms. The terms of the directors shall be staggered. In order to stagger the terms of directors, one-half of the directors (or as close as possible to one-half) shall be selected each year. In order to stagger the terms of the initial directors, upon the effective date of these Bylaws or upon the installation of the initial directors, whichever occurs later, the directors shall draw lots to determine which individuals shall serve for an initial term of one or two years.
5.7. Nomination of Directors. At least forty-five (45) days prior to the annual meeting of the voting members, the Nominations Committee shall present a list to the Secretary containing the names of eligible nominees as directors for the ensuing year. Said list shall contain the names of at least one eligible nominee to each vacancy. A notification of the annual meeting of the voting members and a list of nominees to the voting members shall be included in the Corporation newsletter prior to the election. Nominations for directors may also be received from the floor during any meeting of the voting members at which directors are to be elected.
5.8 Removal, Resignation. Any director may resign from office at any time by giving written notice thereof to an officer of the Corporation. Any director may be removed for cause by a two-thirds (b) vote of all of the other directors then in office.
Causes for removal include whenever a director:
(a) fails to attend three (3) consecutive regular meetings of the Board of Directors, notwithstanding that he or she otherwise qualifies for office or in the exception of extenuating circumstances;
(b) is convicted of a felony;
(c) has committed a material breach of his or her fiduciary duty;
(d) has committed an act of moral turpitude; or,
(e) ceases to be a member in good standing of the Corporation while in office.
5.9. Existence of Vacancies. A vacancy in the Board of Directors exists in case of the happening of any of the following events:
(a) the death, incapacity, resignation, or removal of any director.
(b) the authorized number of directors is increased.
5.10. Filling of Vacancies. Any vacancy occurring on the Board of Directors may be filled by a vote of the majority of the remaining directors. A director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board of Directors accepts the resignation of a director, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning director. However, the Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board, including those created by an authorized increase in the number of directors. In the event that the Board decides not to fill a vacancy for a director whose office is subject to election by the voting membership, the President may call a special meeting of the voting members to elect such director. In the event that less than a quorum of the Board remains to fill vacancies, then in that event, a vote of one hundred percent of the remaining directors shall be required to fill any vacancy.
5.11. Place and Number of Meetings. Meetings of the Board of Directors shall be held at any place which has been designated from time to time by resolution of the Board or by written consent of all directors. In the absence of such designation, meetings shall be held at the principal office of the Corporation. The Board shall hold at least three (3) meetings each calendar year.
5.12. Annual and Special Meetings. During the December meeting of each year, the Board of Directors shall hold an annual election for the purpose of filling vacancies on the Board and the election of officers. Other business may be transacted at the annual meeting if proper notice thereof is given. Special meetings of the Board of Directors for any purpose(s) may be called at any time by the President, or, if the President is absent, or unable or refuses to act, by one-third of the directors then in office.
5.13. Notice of Meetings. A regular meeting of the directors may be held without prior notice. Notice of the time and place of special meetings of the Board shall be given personally to the directors or sent by mail or other form of communication, charges prepaid, addressed to the director at their address as shown upon the records of the Corporation at least three (3) days in advance of such meeting. Such notice shall state the general nature of the business to be considered at the special meeting.
5.14. Quorum and Voting. A majority of the elected and qualified directors shall be necessary to constitute a quorum for the transaction of business. A quorum will consist of at least one-half plus one of the total number of directors present when the President calls the meeting to order. Every act or decision done or made by a majority of the directors present at a meeting duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation or by these Bylaws. Each director present shall be entitled to one (1) vote. Voting by proxy shall not be permitted.
Under special circumstances a director may participate in any meeting of the directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this paragraph constitutes presence in person at the meeting.
The transactions of any meeting of the Board of Directors, however called and noticed, or wherever held, shall be as valid as though they had a meeting duly held after regular call and notice, if a quorum be present.
5.15. Action By Unanimous Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of directors, if authorized by writing signed individually or collectively by all directors. Such consent shall be filed with the regular minutes of the Board.
5.16. Ex Officio Board Advisors. All current officers of the Corporation and the immediate past President of the Corporation, to the extent such persons are not elected directors, shall be ex officio advisors to the Board of Directors. Ex officio advisors are entitled to attend and participate in meetings of the Board of Directors, but not to vote in their ex officio capacity. However, the immediate past president may vote solely in the event of a tie vote among directors present at a duly convened meeting of the Board, to break the tie. Current officers shall be ex officio advisors so long as they are officers of the Corporation. The immediate past president shall be an ex officio advisor for a term of one (1) year or until the current President becomes the next Past President.
5.17. Committees. Committees of the Board of Directors shall be standing or special. The Board of Directors or the President may refer to the proper committee any matter affecting the Corporation or any operations needing study, recommendation, or action. The Board may establish such standing or special committees as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the California Nonprofit Corporation Act. The Board shall appoint the members of such committees. Persons other than directors may be appointed to such committees, but the Chair of each committee must be a director of the Corporation.
6.1. Responsibility. All officers are subordinate and responsible to the Board of Directors. Every officer must be willing to be fingerprinted and submit to a background check for purposes of the Club's maintaining a state liquor license.
6.2. Number and Selection. A President, Vice-President, Secretary and Treasurer shall be elected by vote of the general membership. The Executive Vice-President shall be appointed by the Board. The Board may also appoint one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as they may determine. Any two or more offices may be held by the same person except the offices of President, Vice-President, Secretary and Treasurer. Each officer shall hold office until a successor is elected and qualified, or until the officer's resignation, death or removal. Vacancies in offices shall be filled by election by the Board of Directors at any time to serve unexpired terms.
6.3. Resignation and Removal. The resignation of any officer shall be tendered in writing to any other officer and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by majority vote of the Board of Directors whenever, in their judgment, removal would serve the best interests of the Corporation. Such removal shall terminate all authority of the officer, except that any rights to compensation and other perquisites shall depend on the circumstances of removal.
6.4. President. The President shall be the chief executive and operating officer of the Corporation, and subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Corporation. The President shall preside at all meetings of the Board of Directors. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws or the Board of Directors.
6.5. Chair of the Board. The Chair of the Board shall be the immediate elected Past President. He shall do and perform such other duties as are usually incident to the office or as from time to time may be assigned to him by these bylaws or the Board of Directors.
6.6. Vice President. At the request of the President, or in the President's absence or disability, the Vice President shall perform all the duties of the President. When so acting, the Vice President shall have all of the powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by the President or the Board of Directors or as may be provided in these Bylaws.
6.7. Secretary. The Secretary shall cause to be kept at the principal office of the Corporation, the Secretary's principal place of business, or such other place as the Board of Directors may order the membership book and a book of minutes of all meetings of directors and members. The Secretary shall give the notices of the special meetings of the voting members as provided in these Bylaws. The Secretary shall also maintain and protect a file of all official and legal documents of the Corporation. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or the Bylaws. The Board of Directors or the President may delegate all or part of the authority and duties of the Secretary to subordinate officers.
6.8. Treasurer. The Treasurer shall have custody of all Corporation funds; keep full and accurate accounts of all receipts and disbursements of the Corporation, an inventory of assets, and a record of the liabilities of the Corporation; deposit all money and other securities in such depositories as may be designated by the Board of Directors; disburse the funds of the Corporation as ordered by the President or the Board of Directors taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President or by the Board of Directors. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board of Directors, or the President. The Board of Directors or the President may delegate all or part of the authority and duties of the Treasurer to subordinate officers.
6.9. Annual Transition. To maintain Corporation continuity, officers whose terms of office have expired shall assure the orderly transition of authority to their successors before being relieved of their responsibilities. Similarly, officers whose terms of office have expired shall take all appropriate steps to substitute their successors on all of the Corporation's financial accounts and signature cards.
7.1. Actions Jeopardizing Tax Status. This Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under '501(c)(7) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.
7.2. Lobbying and Political Activities. The Corporation may devote a substantial part of its activities for lobbying purposes (including the publishing or distribution of statements) or otherwise attempting to influence legislation. However, the Corporation may participate or intervene in (including the publishing or distribution of statements) any political or judicial campaign on behalf of any candidate for public office only to an insubstantial degree.
7.3. Private Inurement. No part of the net income or net assets of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or members. Specifically, club revenue generated from nonmembers shall not be used to the personal advantage of the members (such as in reduced dues, improved facilities, and the like). However, the Corporation is authorized to pay reasonable compensation to employees for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes.
7.4. Non-Discrimination. In the conduct of all aspects of its activities, the Corporation shall not discriminate on the grounds of race, color, national origin or gender.
7.5. Conflicts of Interest. A conflict of interest occurs when a person under a duty to promote the interests of the Corporation (a "fiduciary") is in a position to promote a competing interest instead. Fiduciaries include all Corporation employees, directors or officers, and members of any Corporation committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Corporation and work to the detriment of the Corporation.
7.6. Typical Conflict Situations. Conflicts of interest are likely to arise whenever: a) a fiduciary has a personal interest in a vendor of goods or services to the Corporation; or b) Corporation employees are loaned to other organizations, or the employees of another organization are loaned to this Corporation.
7.7. Discharging Conflicts of Interest. All conflicts of interest must be disclosed to the Board of Directors. After disclosure is made, the individual with a conflicting interest must not participate in judging the merits of that interest. That is, such individual must abstain from voting on, or recommending a course of action with respect to, the situation giving rise to the conflict. When these are done, the conflict of interest has been properly discharged.
7.8. Preventing Conflict Situations. The Corporation, through the Board of Directors, shall encourage all fiduciaries to prevent conflicts of interest where possible.
(a) Fiduciaries should refuse to enter into self-dealing relationships with the Corporation as a vendor.
(b) Fiduciaries should not accept anything but gifts of insubstantial value from vendors.
(c) The lending of employees to, or acceptance of loaned employees from, other organizations should be avoided. If done, however, a clearly drafted contract defining wages, responsibilities, indemnification and conditions of employment is required.
7.9. Litigation. The Corporation shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors.
OTHER FINANCIAL MATTERS
8.1. Property of the Corporation. The title to all property of the Corporation, both real and personal, shall be vested in the Corporation.
8.2. Disposition Upon Dissolution. Upon the dissolution or winding up of the Corporation, or in the event it shall cease to engage in carrying out the purposes and goals set forth in these Bylaws, all of the business, properties, assets and income of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, association, or corporation which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of this Corporation, as may be determined by the Board of Directors of this Corporation in its sole discretion, and which has established its tax exempt status under '501(c)(7) of the Internal Revenue Code of 1986, as amended.
8.3. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract less than $7,500.00 or execute and deliver any instrument in the name of and on behalf of the Corporation. Unless so authorized by the Board of Directors, 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 render it pecuniarily liable for any purpose or to any amount. When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing officer, the President, either alone or with the Secretary or any Assistant Secretary, may execute the same in the name of, and on behalf of, the Corporation, and any such officer may affix the corporate seal (if any) of the Corporation thereto.
8.4. Financial Accounts. The Corporation may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board of Directors to hold, manage or disburse any funds for Corporation purposes. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation, and in such manner, as is determined by the Board of Directors from time to time.
8.5. Appointment and Employment of Advisors. The Board may from time to time appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the Corporation's purposes. The Board is authorized to employ such persons, including an executive officer, attorneys, accountants, agents and assistants as in its opinion are needed for the administration of the Corporation and to pay reasonable compensation for services and expenses thereof.
8.6. Financial Statements and Reports. An independent auditor appointed or approved by the Board shall at such time as the Board determines prepare for the Corporation as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed, and such other additional reports or information as may be ordered from time to time by the Board. The auditor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Corporation. The auditor's charges and expenses shall be proper expenses of administration.
8.7. Limitations on Debt. No debt shall be incurred by the Corporation beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Corporation unless authorized by the Board of Directors. Specifically, without limitation, no loan shall be made to any officer or director of the Corporation. Any director or officer who assents to or participates in the making of any such loan shall be liable, in addition to the borrower, for the full amount of the loan until it is fully repaid.
8.8. Liability of Directors and Officers. No director or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation's assets for payment. Further, neither any officer, the Board nor any of its individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.
8.9. Liability of Members. No member of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation's assets for payment.
8.10. Property Interests Upon Termination of Membership. Members have no interest in the property, assets or privileges of the Corporation. Cessation of membership shall operate as a release and assignment to the Corporation of all right, title and interest of any member, but shall not affect any indebtedness of the Corporation to such member.
8.11. Fiscal Year. The fiscal year of the Corporation shall be maintained in conformity with the calendar year.
10.1 Right to Indemnification. Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, formal or informal (hereinafter referred to as a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, including service with respect to employee benefit plans, whether the basis of the proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while service as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by state law, as it exists or may be amended (but, in the case of any such amendment, only to the extent that the amendment permits the corporation to provide broader indemnification rights than state law permitted the Corporation to provide before the amendment), against all expenses, liability and loss (including attorney fees, judgments, fines, ERISA excise taxes, or penalties and amounts to be paid in settlement) reasonably incurred by the person in connection therewith, and the indemnification shall continue for a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the next section with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person only if the proceeding, or
part thereof, was authorized by the board of directors of the Corporation. To the extent authorized by state law, the Corporation may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in this article shall be a contract right.
10.2. Non‑Exclusivity of Rights. The right to indemnification conferred in this article shall not be exclusive of any other right that any person may have or acquire under any statute, provision of the articles of incorporation, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
10.3. Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to payment by the Corporation, for expenses incurred in defending any proceeding before its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
10.4. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify the
person against the liability under these bylaws or the laws of the state of California.
10.5. Changes in California Law. If there is any change of the California statutory provisions applicable to the Corporation relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change. Subject to the next Section, the Board of Directors is authorized to amend these bylaws to conform to any such changed statutory provisions.
10.6. Amendment or Repeal of Article. No amendment or repeal of this Article shall apply to or have any effect on any director, officer, employee, or agent of the Corporation for or with respect to any acts or omissions of the director, officer, employee, or agent occurring before the amendment or repeal.
10.7. Impact of Tax Exempt Status. The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating the Corporation's status as a tax exempt organization described in '501(c) of the Internal Revenue Code of 1986, as amended.
AMENDMENTS TO BYLAWS
11.1. Adoption. Except those items specified in these Bylaws as not being subject to amendment, if any, these Bylaws may be adopted, amended, restated or repealed by the Board of Directors subject to membership ratification, and shall be effective only upon such ratification. Membership ratification shall require the affirmative vote of at least a majority of the previously stated quorum of members at a general meeting. A single added modification to the Bylaws, including any required by law, may be made by a vote of the Board without ratification of the membership. However, no change which involves deleting any provision(s) may be so made.
11.2. Inspection of Bylaws. The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall at all times be kept in the principal office of the Corporation for the transaction of business, and shall be open to inspection by the members, officers and directors at all reasonable times during office hours.
State of California )
County of Tulare )
I, _____________________, hereby certify that I am the duly elected Secretary of [ORGANIZATION NAME]; that attached hereto are the Bylaws of the within named corporation, and that such have been duly enacted and are in full force and effect as of the date hereof.