Club Bylaws

ARTICLE I - NAME

The name of this non-profit organization shall be: “The Active 20-30 Club of Santa Rosa No. 50” (the “Club”), a section 501(c)(3) nonprofit corporation incorporated in the State of California and a section 501(c)(4) social organization.

ARTICLE II - PURPOSE

Section 1. The Club is organized exclusively for charitable, educational or scientific purposes, including for such purposes as making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, to serve, aid, promote and foster the youth of the community, and to provide leadership, training and to encourage business and social relationships for its active membership and alumni.

Section 2. No part of the net earnings of the Club shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

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

Section 4. Notwithstanding any other provision of these Bylaws, the Club shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) or 501(c)(4) of the Internal Revenue Code or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code.

Section 5. Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purpose or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III - POWERS

The Club shall have all the powers necessary to provide activities to conduct its purposes including, but not limited to, the power to collect, hold and disseminate information consistent with its purpose, to conduct fundraising, and the power to collect dues and disperse funds for the membership.

ARTICLE IV – MEMBERSHIP

Section 1. There shall be four active membership classes: (i) active, (ii) past-active member, (iii) past-active life, and honorary.

Section 2. Active Members - Any male person between the ages of twenty (20) and thirty-nine (39) inclusive, and of good moral character and good reputation in this community, shall be eligible for active membership in the Club, providing however, that any member in good standing may continue as an Active Member until the end of the six-month period, either January through June, or July through December during which he attains the age of forty (40) years.

Each Active Member of this Club shall pay membership fees and regular dues established by the Board of Directors the Club’s activities shall be funded through the use of annual membership dues, fines, assessments, and fees charged to the individuals who take part in the Club’s various activities. Assessments as may be levied in allowance with Article XII, Section 2 by the Board of Directors. Except for any excess fees refunded as provided hereafter, all the funds collected by the Club shall be used by it to provide for the various activities permitted by these Bylaws. No dues, fees or assessments shall be refunded to any member or alumni.

In the event any Active Member is in arrears on any dues, fees or assessments due to the Club, he shall be notified of such delinquency and shall considered not in “good standing” and may have his membership in this Club suspended or revoked by action of the Board of Directors. An Active Member is considered in “good standing” if he has no outstanding financial obligation to this Club or Active 20-30 US & Canada, has satisfied his attendance requirement and has not been censured or suspended by the Board of Directors in the prior six (6) months. Any member not in “good standing” may not hold an elected or appointed office in the Club and may not chair an event until their status to “good standing” has been restored as provided for by these Bylaws, or as otherwise provided by the Board of Directors.

Active Members shall maintain an average attendance of not less than sixty percent (60%) at all regular membership meetings, or as deemed acceptable by the President-elect. If an Active Member, within any two month period commencing with the first two month period in each term, does not attend 60% of all regular membership, he is placed in the Dog-House. If, in the following two months, the Active Member again falls below the 60% attendance requirement, he is placed in the Out-House. If in the next succeeding two month period, the Active Member once again fails to attend 60% of the luncheon meetings, his membership is automatically terminated. Any Active Member in the Dog or Out Houses shall be considered a member not in “good standing.”

To constitute attendance for an entire meeting, it is sufficient to be in attendance for any portion of the meeting provided he reports his attendance to the President-elect with a reasonable explanation for his inability to attend the entire meeting. An Active Member shall be entitled to make up absented meetings in the following manner:

• By attending a regularly scheduled meeting of the Board of Directors;
• Visiting within thirty (30) days at another Active 20-30 club meeting;
• Engaging in any Club function; or
• Informing the president-elect that illness has prevented him from attending the meeting, provided he does so within seven (7) days after the termination of the illness.

Active Members may be censured, suspended or removed from membership in this Club and Active 20-30 US & Canada US & Canada for cause by a two-thirds (2/3) absolute majority vote the Board of Directors. Any member whose membership in this Club has been censured, suspended or revoked by action of the Board of Directors may be restored to an Active Member in this Club and Active 20-30 US & Canada US & Canada by majority vote of the Board of Directors at an upon showing of good cause for restoration and in accordance with such terms and conditions as set forth by the Board of Directors.

All Active Members and classes of members shall have such rights and responsibilities as these Bylaws and the Board of Directors may determine from time to time.

Any Active Member may resign by submitting a written resignation in accordance with policies and procedures as may be established by the Board of Directors. Under no circumstances shall such resignation relieve the member so resigning of the obligations to pay any dues, fees or other charges accrued but unpaid.

Section 3. Past Active Membership (“PAM”) - The Board of Directors, by a two-thirds (2/3) absolute majority vote, may award PAM member status to any member or alumni of the Club who has a minimum of three (3) years of service to the Club as an Active Member, and has no outstanding financial obligation to this Club or Active 20-30 US & Canada. Each PAM shall be furnished a past-active hanger bar for his name badge and shall be entered upon the past active rolls of the Club. Each PAM shall be entitled to all rights and privileges of an Active Member in this Club, except those of voting and holding office, as set by the Board of Directors.

Section 4. Past Active Life Membership (“PAL”) - The Board of Directors, by a three-quarters (3/4) absolute majority vote, may award PAL member status to any member or alumni of the Club who has a minimum of seven (7) years of service to the Club as an Active Member, or has served as President of the Club, and has no outstanding financial obligation to this Club or Active 20-30 US & Canada. Each PAL shall be furnished a past-active hanger bar for his name badge and shall be entered upon the past active rolls of the Club. Each PAM shall be entitled to all rights and privileges of an Active Member in this Club, except those of voting and holding office, as set by the Board of Directors.

Section 5. Honorary Membership - Any person who has performed some distinguished service and is not presently a member of a chartered Active 20-30 club may be elected as an Honorary Member of the Club and as such enjoy the privileges of the Club, except those of voting and holding office, as set by the Board of Directors. Application for an Honorary Member shall be submitted in writing to the Board of Directors by an Active Member and, upon approval of same, the name thus submitted shall be read before the Club at a regular membership meeting and shall be voted on at said meeting. A three-quarters (3/4) vote of all Active Members present at such meeting shall be necessary for election of an Honorary Member, a quorum being present. No more than one (1) Honorary Member shall be elected per term.

Section 6. Senior Active Membership - This Club does not recognize Senior Active Members status with the exception of Joe Magelitz, who shall continue to be the sole Senior Active Member this Club, throughout the universe, in perpetuity.

ARTICLE V - NEW MEMBERS

Each person seeking to become an Active Member shall first be required to attend with his sponsor three (3) regular (luncheon) meetings, a membership committee meeting, and one Board of Directors meeting. An application together with required fee and dues shall be submitted to the President-Elect for the recommendation of the membership committee and approval of the Board of Directors. Upon a two-thirds (2/3) vote of those Officers and Directors present at a duly constituted meeting of the Board of Directors, the prospective member shall be elected to an Active Member in this Club. The prospective member shall be notified by the President-Elect of the acceptance or denial of his application. If elected, he shall be installed as an Active Member at the next regular membership meeting that he attends.

For the next twelve (12) month period immediately following election to membership, a New Member shall, in addition to the 60% minimum average attendance at all regular membership meeting, be required to attend and participate in other Club functions to an extent determined by the Board of Directors. A New Member may not hold elected office or chair an event, and may only be elected to the Board of Directors after six (6) months of continuous membership. The Board of Directors may suspend or revoke the membership of any New Member who fails to fulfill these obligations by a one-half (1/2) absolute majority vote the Board of Directors.

ARTICLE VI - MEMBERSHIP MEETINGS

Section 1. Regular Meetings - Regular meetings of the membership of this Club shall take place weekly at 12:15 p.m. on such day and at such place as designated by the Board of Directors. The meetings are conducted by the President or designated alternate. Meetings shall consist of programs of general interest to the membership, brief announcements, and Club business. The Board of Directors may cancel any meeting or call special meetings upon such notice as it deems appropriate.

Section 2. Quorum - One-half (1/2) of the Active Members shall constitute a quorum for the transaction of business at any meeting.

ARTICLE VII - OFFICERS

Section 1. Qualifications - To be eligible to hold an elective office in this Club or to be appointed Treasurer, a member must be in good standing and have been an Active Member of this Club for not less than one year continuously prior to election.

Section 2. Officers - The officers of this Club shall be a President, an Immediate Past President, a President-Elect, a First Vice-President, a Second Vice-President, a Secretary and Treasurer.

Section 3. Elective Officers - The elective officers of this Club shall be the President-Elect, First Vice-President, and Second Vice-President. Elective officers shall be elected in the manner hereinafter provided and shall hold office for a term of six (6) months and until their successors are elected and qualified. When the term of President-elect expires, he shall assume the role of President.

Section 4. Appointive Officers - The Secretary and Treasurer shall be appointed by the President with approval and consent of the Board of Directors. The Secretary and Treasurer shall hold office at the discretion of the Board of Directors. As appointive Officers, they are not entitled to a vote during meetings of the Board of Directors.

ARTICLE VIII - DUTIES OF OFFICERS

Section 1. Immediate Past President - The Immediate Past President shall be the Parliamentarian of all regular membership and Board of Directors meetings. He shall be responsible for running of the election night and the Club elections. He shall chair the Endowment Committee and (when necessary) the Bylaw Committee. He shall also perform such other duties as may be prescribed by the Board of Directors.

Section 2. President - The President shall preside over all regular membership and Board of Directors meetings. In addition, the President shall, with the advice and consent of the Board of Directors, appoint Active Members to the offices of Secretary and Treasurer and establish committees to administer the business and affairs of the Club, and appoint members thereto. The President shall have direction of the affairs of the Club, subject to the advice and control of the Board of Directors. The President shall maintain online a password- protected file with all passwords for all Club electronic accounts, including but not limited to, email, financial, social media, and website. The President shall share the password for this list with the President-Elect and Treasurer. At his discretion, the President may provide passwords to Active Members for the purposes of conducting Club activities, or as otherwise directed by the Board of Directors. At end of the term, he shall assume the role of Immediate Past-President.

Section 3. President-Elect - The President-elect shall be chairman of the YBF, projects and membership committees. He shall keep all Club attendance records and the Active Member roster with Active 20-30 US & Canada. The President-elect shall, in the temporary absence of the President, preside over all regular membership and Board of Directors meetings and shall, in the permanent absence of the President, assume that office. He shall also perform such other duties as may be prescribed by the Board of Directors. At end of the term, he shall assume the role of the President.

Section 4. First Vice-President - The First Vice-President shall be program chairman and schedule regular membership meetings as directed by the Board of Directors. The First Vice-President shall, in the temporary absence of the President-elect, perform the duties of that office and shall, in the permanent absence of the President-elect, assume that office. He shall perform such other duties as may be prescribed by the Board of Directors.

Section 5. Second Vice-President - He shall be publicity chairman. The Second Vice-President shall, in the temporary absence of the First Vice-President perform the duties of that office and shall, in the permanent absence of the First Vice-President, assume that office. He shall also perform such other duties as may be prescribed by the Board of Directors.

Section 6. Treasurer - The Treasurer shall collect such dues, assessments and fees as may be levied by the Board of Directors and hold and disburse the same as directed by the Board of Directors. He shall keep accurate and correct accounts of all receipts and disbursements and render to the Board of Directors or the President, whenever requested, a statement of the financial transactions of the Club and its financial condition. At least once a month, he shall prepare a reconciled statement of the financial transactions of the Club and present it for approval at the next regularly scheduled Board of Directors meeting. He shall deposit the funds of the Club in financial institutions chosen by the Board of Directors and may reimburse the same only on signature of any two of the following: President, President-elect, and Treasurer. He shall maintain the Club storage unit. He shall also perform such other duties as may be prescribed by the Board of Directors.

Section 7. Secretary - The Secretary shall keep minutes of all membership and Board of Directors meetings, including a copy of all approved budgets, approved final reports, and approved YBF requests. He shall maintain a photograph album of all major Club activities and events during his term, and shall pass this album(s) onto the next Secretary. He shall render such reports as are required by Active 20-30 US & Canada and perform such other duties as may be prescribed by the Board of Directors.

The Secretary shall also maintain a master Club database via computer software program in common use. The database shall be organized according to major categories of membership as described in Article Ill. The database shall have current mailing addresses and contact phone numbers for all individuals according to these divisions:

• Active Membership;
• Past Active Life (PAL);
• Past Active Member (PAM);
• Past President;
• Honorary Membership;
• Regional Active 20-30 Clubs;
• Alumni (retired Active Members or Active Members who terminate after at least 3 years of membership);
• Senior Active Member (SAM) - Joe Magelitz, sole SAM of this Club, throughout the universe, in perpetuity.

In addition, the Secretary shall maintain a database on all members who, having reached the age of 40 and are in good standing, retire from the Club and do not achieve a membership status listed above. The Secretary shall make mailing labels available upon request to any Officer or committee chair. The Secretary shall create a Membership Roster/Club Guide at the start of his term, and shall issue at least one printed or electronic copy to each Active Member and alumni. If advertisements are provided in the Club Roster, a fee shall be charged and any profit generated shall be transferred to the general fund

Section 8. Compensation – Elected and appointed officers shall not receive any compensation for their services in their capacity as an officer of the Club.

ARTICLE IX - BOARD OF DIRECTORS

Section 1. Qualifications - To be eligible to serve on the Board of Directors in this Club, a member must be in good standing and have been an Active Member of this Club for not less than six (6) months continuously prior to election.

Section 2. Duties - It shall be the duty of the Board of Directors to manage and discharge the business and affairs of the Club and perform such other duties as may be required by the Bylaws. The Board of Directors is responsible for reviewing and approving the Club’s actions and oversees its financial integrity. The Board shall have such other powers and authority as granted to it by the laws of California and these Bylaws. The Board of Directors may adopt such rules, regulations and policies for the conduct of its business as shall be deemed advisable, and may, in the execution of the power granted, delegate certain of its authority and responsibility to committees.

Section 3. The Board of Directors shall be comprised of the President, President-Elect, Immediate Past-President, and First Vice-President, Second Vice-President and the elected Directors.

Section 4. Number of Elected Directors – The number of elected Directors shall not be less than four (4) or greater than Seven (7). The number of elected Directors shall be calculated to ensure that the total number of board members shall be equal to one eighth the total number of active members. For the Spring term this calculation shall occur on December 1 and for the Fall term it shall occur on June 1.

Section 5. Meetings - Regular meetings of the Board of Directors shall be held twice each month on such day and at such time as the President shall designate. Notice of regular meetings need not be given. Special meetings of the Board may be called by the President or at the request of two (2) members of the Board of Directors. The President shall give each member of the Board of Directors two (2) days notice of each special meeting.

Section 6. Voting - Each member of the Board of Directors shall be entitled to cast one vote on any matter or resolution presented, except that the President shall vote only in case of a tie. Voting rights of a director shall not be delegated to another, nor exercised by proxy.

Section 7. Absence - Any director, including officers, who has been absent from three (3) regular meeting of the Board of Directors shall be deemed to have resigned from the Board of Directors and the vacancy shall be filled as provided by these Bylaws, unless a further excused absence for extraordinary reasons shall be granted by the other members of the Board of Directors.

Section 8. Quorum - A majority of members of the Board of Directors shall constitute quorum for the transaction of business at any meeting of the Board.

Section 9. Vacancies - Any vacancy in the Board of Directors, except a vacancy in the office of President, President-Elect, First Vice-President, or Second Vice-President, shall be filled by a majority vote of the remaining Directors and the person so elected shall hold office for the unexpired term of his predecessor and until his successor shall be elected and qualified.

Section 10. Compensation - Directors shall not receive any compensation for their services.

Section 11. Other Means of Transacting Business - The Board of Directors may give notice and transact business by mail or electronic means to the fullest extent as may be allowed by California law and in accordance with policies as may be adopted by the Board of Directors.

ARTICLE X - COMMITTEES

Section 1. Formation – From time to time, committees shall be created by the President with approval and consent of the Board of Directors. Committees shall exist at the discretion of the Board of Directors. As necessary, all committees shall comply with the requirements of Article XII, Sections 4, 5 and 6.

Section 2. Event Committees - These committees shall be formed at the President’s discretion with consent of the Board of Directors and shall consist of Active Members and Alumni. Each Event Committee shall be chaired by at least one Active Member (excluding New Members), or as otherwise determined at the discretion of the Board of Directors. Their purpose is to raise funds, conduct charitable projects, or social activities for the Club.

Section 3. Conventions/lnterclub Relations Committee - These committees shall be formed at the President’s discretion and he shall thereupon appoint the remaining members of these committees and promptly fill vacancies in his discretion and with consent of the Board of Directors. These committees shall consist of the the Immediate Past President, a past president, and two (2) other Active Members. Their purpose is to assure that the Club is properly represented at the Regional, National, and International Conventions and to promote and further fellowship at these same levels.

This will entail duties such as nomination of convention delegates for the Board of Directors' approval when the President will not be attending, completion of all necessary paperwork for interclub competition and coordination of any hosted tours or conventions by our Club.

Section 4. Endowment Fund Committee - The Immediate Past President shall automatically become the chairman of the committee upon installation of a new President and he shall thereupon appoint the remaining members of the Endowment Fund Committee and promptly fill vacancies in his discretion and with consent of the Board of Directors. This committee shall consist of the Immediate Past President, a past president, an alumnus, a Director and a member at large. The purpose of this committee is to increase the Endowment Fund assets as well as to increase awareness of the Endowment Fund among Active Members and alumni.

Section 5. Youth Benevolent Fund Committee (“YBF”) - The President-elect shall automatically become the chairman of the committee upon installation and he shall thereupon appoint the remaining members of the YBF committee and promptly fill vacancies in his discretion and with consent of the Board of Directors. This committee shall consist of the President-elect, a past president and three Active Members, of which no more than one may be a member of the Board of Directors. The general purpose of the Youth Fund will make recommendations to the Board of Directors on the distribution of net proceeds from charitable fundraising projects and contributions to the Club to benefit youth in the greater Santa Rosa area with the emphasis upon needy or disadvantaged youth.

Section 6. Past Active Membership Committee: This committee shall be formed at the President-elect’s discretion and he shall thereupon appoint the remaining members of the Past Active Membership Committee and promptly fill vacancies in his discretion and with consent of the Board of Directors. This committee shall consist of the President-elect, two past presidents, a current Board of Director, and a PAL. The purpose of this committee is to recommend to the Board of Directors those individuals who qualify for PAM and PAL membership.

ARTICLE XI - ELECTION OF OFFICERS AND DIRECTORS

Section 1. Time of Election - The elective officers of the Club shall be elected at special membership meetings in June and December of each year. The Immediate Past President shall, with the advice and consent of the Board of Directors, set the date of the said special meetings and give notice thereof to the general membership at least three (3) weeks prior thereto.

Section 2. Nominating Committee - The nominating committee shall consist of the President and at least four (4) past presidents, selected by the President. The immediate past president shall act as chairman for the committee. The committee shall meet at least four (4) weeks prior to the election meeting and shall insure the nomination of at least two (2) candidates for each office except that of Board of Directors. Nominations so made shall be announced at the regular meeting held three (3) weeks prior to the election meeting. Each nomination shall require one second.

Section 3. Ballots - The names of all candidates duly nominated in accordance with the provisions of the foregoing section shall be placed on the ballot in an order determined by the Immediate Past President under each office. The Immediate Past President shall, prior to the election, collect all absentee ballot from Active Members and present those votes to be counted.

Section 4. Voting - Each Active Member, other than the President, who shall vote only in case of a tie, shall be entitled to one (1) vote each for each office to be filled. Cumulative voting shall not be allowed.

Section 5. Election of Officers & Directors - The candidates for President-elect, First Vice-President, and Second Vice-President receiving a plurality of the votes cast for that office shall be elected. The candidates for Directors who receive the greatest number of votes cast for that office shall be declared elected Directors.

Section 6. Vacancies - In the event of the permanent absence of the President, President-elect, First Vice- President or Second Vice-President, and following the assumption of higher office as provided in Article VIII, herein, the Board of Directors shall appoint a member to fill each remaining vacancy.

ARTICLE XII - FINANCE

Section 1. Fiscal Year - The Club shall operate with a fiscal year of July 1 to June 30.

Section 2. Dues - The annual membership dues required for membership in the Club, and any assessments which may be required of the Active Members, shall be established by a majority vote of the Active Members of the Club, upon the recommendation of the Board of Directors. The annual membership dues for any fiscal year shall be established at such an amount per member as will, when multiplied by the number of individuals which the Board of Directors estimates will be Active Members for the fiscal year for which the annual membership dues are being established, be sufficient to pay at least eighty percent (80%) of the “normal operating costs” which the Board of Directors estimates will be required to operate the Club for the fiscal year for which the annual membership dues are being established. The balance of the “normal operating costs”, if any, shall be paid from assessments assessed against the membership, investment income, and/or surplus funds available from prior fiscal years. The annual membership dues and any assessments may be varied from fiscal year to fiscal year, but any such dues and/or assessments in effect for any fiscal year shall be the same for all individuals.

Fees shall be charged by the Club to pay the costs of any of its activities, or parts thereof, which do not fall within the meaning of “normal operating costs”. Said fees shall be established by the Board of Directors at an amount per individual per activity, or part thereof, which shall not exceed the amount which is reasonably estimated to be necessary to pay the costs of said activity, or part thereof, which do not fall within the meaning of “normal operating costs”. Should the fees established and collected for any activity or part thereof, not be sufficient to pay all the costs which do not fall within the meaning of “normal operating costs” which are generated by said activity, or part thereof, the deficiency shall be paid as a “normal operating costs” of the Club. Should the fees collected from any activity, or part thereof, exceed the costs of such activity, or part thereof, which do not fall within the meaning of “normal operating costs, said excess shall be retained by the Club and may be applied to “normal operating costs” or charitable purposes, at the discretion of the Board of Directors. The fees established for any activity, or part thereof, shall be the same for all individuals who take part in such activity, or part thereof, regardless of whether they are Active Members of the Club or non-members.

Section 3. Assessments - Assessments upon Active Members may be levied when recommended by the Board of Directors and approved by a majority of the Active Members present at any membership meeting, provided, however, that notice of any proposed Assessment must be given to each member via the Club’s email distribution list at least seven (7) days prior to the membership meeting at which the votes are due to be submitted.

Section 4. Budget

• The Immediate Past President shall present the budget for their term and a final report at the first regular meeting following installation (the “Joint Board Meeting). This final budget report shall include the approved budget, the expenses of the Club, the income of the Club, any deviation from the Board of Directors approved budget with an explanation of said deviation, and an indication of the remaining funds or losses, unless otherwise approved by the Board.
• At the Joint Board Meeting, the President shall present, and the Board of Directors shall adopt, a budget for the next term.
• All Event Chair shall submit a budget for their event no later than forty-five (45) prior to their event, unless otherwise approved by the Board of Directors. Said budget must be approved by the Board of Directors.
• Any disbursements shall be made in accordance with an approved budget (unless otherwise approved by the Board) and such budgeted disbursements do not require additional Board of Directors approval. Any unbudgeted disbursements must be approved by the Board of Directors and a source of funds (General Fund, Convention Fund, et.) must be stated.

Section 5. Final Reports

• All Event Chairs shall submit a written final report no later than forty-five (45) days after the event they chair, unless otherwise approved by the Board of Directors. Said Final Report shall contain a detailed report of the expenses of the event, the income of the event, any deviation from the Board of Directors approved Budget with an explanation of said deviation, and an indication of the profit or loss of the event.
• Any reimbursements to any member shall be made in accordance with an approved budget. Any such budgeted disbursements do not require additional approval of the Board of Directors, but are subject to the discretion of the Treasurer based on then available financial resources of the Club. Receipts shall be provided to the Treasurer to substantiate a request for reimbursement, unless otherwise approved by the Board. No unbudgeted reimbursements shall be made to any member without a Final Report. Any request for an unbudgeted reimbursement prior to the preparation of the Final Report must be approved by the Board of Directors.

Section 6. Funds Management and Authorities

• All funds of the Club not otherwise employed will be deposited from time to time to the credit of the Club in any banks, trust companies, or other depositories designated by the Board of Directors. 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 Club must be signed by any two of the following: President, President-elect, or Treasurer.
• Only the President, or in his absence the President-elect, shall have the authority to sign any budgeted, Event contract on behalf of the Club that obligates the Club for more than $2,500.00. Any Active Member who does so becomes personally responsible for that obligation and not the Club.
• Except as otherwise set forth in this paragraph, no Active Member has the authority to obligate the Club for any financial or legal obligation. In doing so that member becomes personally responsible for that obligation and not the Club. However, as necessary for the good of the Club during a single term, a President may obligate the Club for up to $2,500.00 in non-recurring expenses; and elected Board of Directors member may obligate the Club for up to $1,000.00 in non-recurring expenses; and an Event Chair may obligate the Club for up to $1,000.00 in non-budgeted, non-recurring expenses.

ARTICLE XIII - LEAVE OF ABSENCE

The Board of Directors may grant a leave of absence to any member upon application and good cause. A leave of absence shall not excuse the payment of all dues, taxes and assessments nor entitle a member to credit for attendance in the computation of attendance awards but shall prevent the revocation of membership for failure of attendance during the period of said leave. Such leave of absence shall not exceed three (3) attendance periods unless otherwise approved by the Board of Directors upon a further showing good cause.

ARTICLE XIV - PARLIAMENTARIAN

The Immediate Past-President of the Club shall serve as the Parliamentarian.

ARTICLE XV - AMENDMENTS

Two methods exist to propose an amendment to, addition to, or repeal of, any provision of, or all of these Bylaws:

Section 1. By Board of Directors - The Board of Directors may propose any such change in these Articles by presenting said changes at a General Membership Meeting.

Section 2. By Members - Any member may propose any such change in these Bylaws by submitting to any member of the Board of Directors a petition which sets forth the proposed change and which is signed by at least two-thirds (2/3) of the Active Members at a meeting to be voted on at the next meeting. The membership list of the month previous to the month in which the petition is submitted shall be used for determining the membership count.

Any proposed change must be given to each member via the Club’s email distribution list at least seven (7) days prior to the membership meeting at which the votes are due to be submitted. Approval of any amendment to, addition to, or repeal of, any provision of, or all of, these Bylaws requires a two-thirds (2/3) vote of the Membership, including absentee ballots collected by the Immediate Past President.

ARTICLE XVI - REPRESENTATION OF THE CLUB

The use of the name of this Club or its identifying symbols by any person or organization will be subject to the consent of the majority of the Board of Directors.

ARTICLE XVII - NOTICE

Any written notice given under these by-laws shall be mailed to the address shown on the current Club roster or be given to each member via the Club’s email distribution list as maintained by the Secretary.

ARTICLE XVIII - INDEMNIFICATION

Section 1. Indemnification - To the fullest extent allowed by and in accordance with the laws of California, the Club shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Club) by reason of the fact that he or she is or was a director, officer, employee or agent of the Club, or who is or was serving at the request of the Club as a director, officer, employee or agent of another corporation, partnership, joint venture, trust of other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Club and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Club or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. In addition and to the extent available, the Club shall purchase sufficient insurance for such indemnification as determined by the Board of Directors.

ARTICLE XIX - BOOKS AND RECORDS

Section 1. Corporate Records

The Corporation must maintain the following books and records at its registered office or principal place of business:

• Accurate and complete books and records of account;
• The original copy of its Bylaws including all amendments and alterations and any other corporate documents;
• The minutes of the proceedings of either the Board of Directors or any committees established by the Board of Directors;
• All documents relating to the Corporation’s tax status;
• Recent annual reports;
• Copies of the Corporation’s recent newsletters, journals, or other publications;
• Financial statements; and
• All payroll and other personnel records relating to employment.

Section 2. Right of Inspection

General Right of Inspection: Any Director may examine and make copies of the books and records related to any of the proceedings of the Board of Directors provided that he or she has a proper purpose for doing so. This inspection must take place at a mutually agreed upon time.

Last Updated: 04/06/2024