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By-Laws of the San Clemente Chamber of Commerce
Copyright 1986
Approved 9/4/2009
AS AMENDED 2009 - EFFECTIVE 9/04/09 |
Article I - General
Section 1: Name. This organization is incorporated
under the laws of the State of California and shall
be known as the San Clemente Chamber of Commerce.
Section 2: Purpose. The Chamber is organized to
promote the general welfare and prosperity of the
area business community.
Section 3: Limitation of Methods. The Chamber of
Commerce shall observe all local, state and federal
laws which apply to a nonprofit organization as
defined in Section 501(6) of the Internal Revenue
Code.
Article II - Membership
Section 1: Eligibility. Any eligible person,
association, corporation, or partnership having an
interest in the objectives of this organization
shall be eligible to apply for membership.
Section 2: Election. Applications for membership
shall be in writing, on forms provided for that
purpose, and signed by the applicant. Election of
members shall be by the affirmative vote of the
majority of the Board of Directors at any meeting
thereof. Any applicant so elected shall become a
member upon payment of the regularly scheduled
investment.
Section 3 Investments. Membership investments shall
be at such a rate or rates, schedule or formula as
may from time to time be prescribed by the Board of
Directors, payable in advance.
Section 4: Representation. Any person, association,
corporation or partnership, upon becoming a member
of the Chamber, may then designate an individual of
said association, corporation or partnership to
represent the association, corporation or
partnership in all matters concerning the Chamber.
Section 5: Termination of Membership. (a) Any member
may resign from the Chamber upon written request to
the Board of Directors; (b) Any member shall be
terminated by the Board of Directors by a majority
vote for non-payment of dues after 90 days from the
due date, unless otherwise extended for good cause;
(c) Any member may be terminated by a majority vote
of the Board of Directors, at a regularly scheduled
meeting thereof, for conduct unbecoming a member or
prejudicial to the aims or repute of the Chamber. If
the Board of Directors by majority vote determines
that termination is warranted, the member to be
terminated shall be given 15 days notice of the
intended termination by first class mail, postage
prepaid, addressed to the member at his/her last
address known on the records of the Chamber. The
notice shall state the reason for termination and
also state that the member has an opportunity to
submit a written statement why the termination
should not take place, which statement must be
received in the Chamber office not less than five
(5) days before effective date of termination. The
Board of Directors shall consider the member’s
statement, if any, and may order that the
termination shall not take place, or that it shall
take place as stated in the notice to the member.
Article III - Meeting of Members
Section 1: Place of Meetings. Meetings of members
shall be held at any place designated by the Board
of Directors.
Section 2: Annual Meeting. The annual, regular
membership meeting of the Chamber shall be held
during the fiscal year, the place, date and hour to
be designated by the Board of Directors.
Section 3: Special Meetings. Special meetings of
members may be called by the Board of Directors, the
Chairman of the Board, or by five percent or more of
the members, by written request (except when called
by the Board) delivered in person or mailed by first
class mail, addressed to the Chairman, the
Chairman-Elect, or the President/CEO at the Chamber
office. The request shall specify the time desired
for the meeting, not less than 35 or more than 90
days after the receipt of the request, and shall
also state the general nature of the business
proposed to be transacted at the meeting.
A special meeting called by request shall be set by
the Board of Directors on a date not less than 35 or
more than 90 days after the receipt of the request.
Within 20 days after receipt of the request, the
officer who receives it shall cause notice to be
given to all members entitled to vote at the meeting
of the place, date and time of the meeting, and the
general nature of the business to be transacted at
the meeting.
Section 4: Notices of Meetings. All notices of
meetings of members shall be mailed not less than 20
or more than 90 days before the date of the meeting.
The notice shall specify the place, date and time of
the meeting, and (a) in case of a special meeting,
the general nature of the business to be transacted,
or (b) in the case of the regular annual meeting,
those matters that the Board of Directors, at the
time of giving the notice, intends to present for
action by the members.
If action is proposed to be taken at any meeting or
approval of (a) removal of directors from office,
(b) filling vacancies on the Board of Directors, (c)
approval of contracts between the Chamber and a
Director or a corporation, firm or association in
which a Director is also a director, or (d)
amendment of the Articles of Incorporation, the
notice shall also state the general nature of the
proposal.
Notice shall be given by delivery in person or by
mail addressed to the member at the address of the
member appearing on the books of the Chamber or
given by the member to the Chamber for the purpose
of the notice. If there is not any such address, the
notice shall be held for the member in the Chamber
office.
Section 5: Record Date for Notice. Members at the
close of business on the business date preceding the
day on which notice is given, and who are entitled
to vote at the meeting, are entitled to notice of a
meeting of members, subject to the power of the
Board of Directors to fix a different record date.
Section 6: Quorum. The presence of five (5) percent
of the voting power entitled to a meeting of members
constitutes a quorum for the transaction of business
at the meeting. The members present at a duly called
or held meeting at which a quorum is present may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough members to
leave less than a quorum, if any action taken (other
than adjournment) is approved by at least of
majority of the members required to constitute a
quorum.
Section 7: Voting. Each member shall have one vote
on each matter submitted to a vote of the members,
and for each directorship to be filled at an
election.
If a quorum is present, the affirmative vote of the
majority of the voting power represented at the
meeting, entitled to vote, and voting on any matter
(other than the election of Directors) shall be the
act of the members, unless the vote of a greater
number is required by law.
Section 8: Inspectors of Election. Before any
meeting of the membership at which an election shall
take place, the Chairman of the Board, with the
approval of the Board of Directors, shall appoint
three (3) members, other than the nominees for
office, to act as inspectors at the meeting or any
adjournment of the meeting. The Inspectors shall (1)
determine the existence of a quorum, (2) receive
votes or ballots, (3) hear and determine all
challenges and questions arising in connection with
the right to vote, (4) count and tabulate all votes,
(5) determine the results, and (6) do any other acts
that may be proper to conduct the election or vote
with fairness to all members.
Section 9: Action by Written Ballot. Any action that
may be taken at any annual regular meeting or
special meeting of members may be taken without a
meeting and without notice, if a written ballot is
distributed to every member entitled to vote on the
matter on the day that the first written ballot is
mailed or solicited. Such distribution of written
ballots shall be in the manner provided for giving
notice of a meeting of members. The written ballot
shall (i) set forth the proposed action, (ii)
provide an opportunity to specify approval or
disapproval of any proposal, (iii) provide a
reasonable time within which to return the ballot to
the Chamber, (iv) indicate the number of responses
needed to meet the quorum requirement, (v) state the
percentage of approvals necessary to pass the
measure submitted, and (vi) specify the time by
which the ballot must be received by the Chamber to
be counted. A matter shall be approved by written
ballot if the number of votes by written ballot
received within the time period specified equals or
exceeds the quorum required to be present at a
meeting authorizing the proposed action and the
number of approvals received equals or exceeds the
number of votes which is required for approval at a
meeting at which the total number of votes cast is
the same as the number of votes case by written
ballot. Any written ballot received by the Chamber
may not be revoked. All written ballots shall be
filed with the President/CEO of the Chamber
maintained in the records of the Chamber. The
results of the written ballot shall be stated in the
Chamber’s next mailing to members.
Article IV - Board of Directors
Section 1: Authority. The government of the Chamber
of Commerce, direction of its work, the control of
its finances and property and the control and
direction of its President/CEO s shall be vested in
the Board of Directors, consisting of seventeen (17)
members, plus any duly elected officer(s) whose
three (3) year term has expired, but by virtue of
his/her office shall be an additional member of the
Board of Directors and shall be entitled to vote as
such.
Section 2: Term of Office. Members of the Board of
Directors shall be elected annually for a period of
three (3) years on or before February 1st of each
year.
Section 3: Selection and Election of Directors. At
the regular September Board meeting and at least
thirty-five (35) days prior to the election, the
Chairman of the Board shall appoint, subject to
approval by the Board of Directors, a Nominating
Committee consisting of three (3) board members and
two (2) other members of the Chamber. The Chairman
of the Board shall designate the chairman of the
committee.
No later than twenty days (20) before the election,
the Nominating Committee shall present to the
President/CEO a slate of (number of vacancies)
candidates to serve three-year terms to replace the
directors whose regular terms are expiring. Each
candidate must be an active member in good standing
and must have agreed to accept the responsibility of
a directorship. Upon receipt of the report of the
Nominating Committee, the President/CEO shall
immediately notify the membership by mail of the
names of persons nominated as candidates for
directors and the right of petition.
Additional names of candidates for directors can be
nominated by petition bearing the genuine signatures
of at least (10 percent) qualified members of the
chamber. Such petition shall be filed with the
Nominating Committee within ten (10) days after
notice has been given of the names of those
nominated. The determination of the Nominating
Committee as to the legality of the petition(s)
shall be final.
If no petition is filed within the designated
period, the nominating shall be closed and the
nominated slate of (vacancies) candidates shall be
declared elected by the Board of Directors at their
regular November Board meeting.
Section 4: Ballot. If a legal petition shall present
additional candidates, the names of all candidates
shall be arranged on a ballot in alphabetical order.
Instructions will be to vote for (number of
vacancies) candidates only. The President/CEO shall
mail this ballot to all active members at least 15
days before the regular (December) Board meeting.
The ballots shall be marked in accordance with
instructions printed on the ballot and returned to
the chamber office within ten (10) days. The Board
of Directors shall at its regular (December) Board
meeting declare the candidates with the greatest
number of votes elected.
Section 5: Re-election. All members of the Board of
Directors shall be eligible for re-election.
Section 6: Seating. All newly-elected Directors
shall be seated at the regular first meeting of the
Board of Directors in February and shall be
participating members thereafter.
Section 7: Absences. A member of the Board of
Directors who shall be absent from three (3)
consecutive regular meetings of the Board of
Directors shall automatically be dropped from
membership on the Board, unless confined by illness
or other absence approved by a majority vote of
those voting at any meeting of the Board. A member
of the Board of Directors who shall be absent from
more than six (6) regular meetings of the Board
during one year shall be automatically dropped from
membership on the Board.
Section 8: Meeting Place and Procedures. Meetings of
the Board of Directors shall be held in the Chamber
Office or at any other place that is designated from
time to time by the Board. Any meeting, regular or
special, may be held without the physical presence
of some or all Directors, by conference telephone or
similar communications equipment, as long as all
Directors participating in the meeting can hear one
another.
Section 9: Regular Meetings. Regular meetings of the
Board of Directors for any purpose or purposes may
be called at any time by the Chairman of the Board,
the Chairman-Elect, or any two directors.
Section 10: Special Meetings. Special meetings of
the Board of Directors for any purpose or purposes
may be called at any time by the Chairman, the
Chairman-Elect, or any two directors. Notice of the
time and place of any special meetings of the Board
of Directors shall be given to each Director by four
days notice by first class mail or 48 hours notice
delivered in person or by telephone or fax at the
Director’s address shown on the records of the
Chamber. The notice need not specify the purpose of
the meeting.
Section 11: Quorum. A majority of the authorized
number of Directors is a quorum for the transaction
of business. 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, except as a greater or lesser number required
by law. A meeting at which a quorum is initially
present may continue to transact business
notwithstanding the withdrawal of Directors, if any
action taken is approved by at least a majority of
the required quorum for the meeting.
Section 12: Waiver of Notice. The transactions of
any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as
valid as though had 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
Directors not present signs a written waiver of
notice or a written consent to holding of the
meeting or an approval of the minutes of the
meeting. The waiver of notice or consent need not
specify the purpose of the meeting. All such
waivers, consents and approvals shall be filed with
the corporate records or made apart of the minutes
of the meeting. Notice of a meeting shall also be
deemed duly given to any Director who attends the
meeting without protesting, before or at the
commencement of the meeting, the lack of notice to
that Director.
Section 13: Adjournment. A majority of the Directors
present, whether or not a quorum, may adjourn any
meeting to another time and place. If the meeting is
adjourned for more than 24 hours, notice of the
adjournment shall be given before the time of the
adjourned meeting to the Directors who were not
present at the time of the adjournment.
Section 14: Action without meeting. Any action
required or permitted to be taken by the Board of
Directors may be taken without a meeting if all
members of the Board individually or collectively
consent in writing to that action. Such action by
written consent shall have the same force and effect
as a unanimous vote of the Board. Such written
consent or consents shall be filed with the minutes
of the Board.
Section 15: Resignation. Any Director may resign,
effective immediately or at a later time specified
by the Director, by a written notice to the
Chairman, or the Board of Directors. If the
resignation if effective at a future time, a
successor may be selected in advance to fill the
vacancy when the resignation becomes effective.
Section 16: Removal. Any member of the Board of
Directors may be expelled based on the good faith
determination by the Board or a committee authorized
by the Board to make such a determination, that the
Board member has engaged in conduct contrary or
damaging to the Chamber or aims of the Chamber.
Action can be taken upon a majority vote of the
Board of Directors.
Section 17: Vacancies. Persons to fill vacancies on
the Board of Directors, or among the officers, shall
be nominated by the Chairman of the Board and
confirmed by a majority vote of the Board of
Directors, except that a vacancy created by the
removal of a Director by the members may be filled
only by the members, in the manner provided for
election of a Director. A Director elected in either
manner to fill a vacancy on the Board shall complete
the balance of the term to which elected.
Section 18: Fees and Compensation. Directors and
members of committees shall serve without
compensation for their services. This shall not
preclude any Director from serving the Chamber in
any other capacity, as an officer, agent, employee,
or otherwise and receiving compensation for that
service.
Article V - Officers
Section 1: Determination of Officers. Within ten
(10) days after the annual election of the new
directors, the Nominating Committee for Directors
shall nominate a slate of officers for the next
year. The officers to be nominated are Chairman of
the Board, Chairman-Elect, Vice Chairman
representing each of the major divisions of the
Chamber’s program, and the Treasurer. Within twenty
(20) days thereafter, the new, the continuing and
the retiring directors shall meet and elect the
above officers. All officers must be members of the
Board of Directors; an outgoing Director may be
elected Chairman of the Board and serve on the Board
during his/her term of office. The Immediate Past
Chairman shall also serve on the Board during
his/her term of office. All officers shall serve for
a term of one (1) year or until a successor assumes
the duties of office and they shall be voting
members of the Board.
Section 2: Duties of Officers. (a) Chairman of the
Board: The Chairman of the Board shall serve as the
executive head of the Chamber and shall preside at
all meetings of the Membership, Board of Directors
and Executive Committee. The Chairman of the Board
shall, with the advice and counsel of the Executive
Committee and Chief Executive Officer/President,
select and assign all Directors and chairpersons to
committees subject to the approval of the Board of
Directors. The Chairman of the Board shall be an
ex-officio member of all committees.
(b) Immediate Past Chairman. The immediate past
chairman shall perform such duties as may be
assigned to him/her buy the Chairman of the Board or
the Board of Directors.
(c) Chairman-Elect. The Chairman Elect shall
exercise the powers and authority and perform
the duties of the Chairman of the Board in the
absence or disability of the Chairman of the Board,
and shall perform such other duties as may be
assigned to him/her by the Chairman of the Board
of Directors. The Chairman-Elect shall also serve as
head of the Program of Work Committee of
the Directors. The Chairman-Elect shall also serve
as head of the Program of Work Committee
of the Chamber. As such, the Chairman-Elect and the
Committee shall be responsible for
determining that the program activities of the
Chamber are of such duration as is required, at all
times being alert to assure that the activities of
the Chamber are directed toward achieving
business and community needs.
(d) Vice Chairmen. The duties of the Vice Chairmen
shall be such as their titles by general
usage would indicate, and such as required by law,
as well as those that may be assigned by the
Board of Directors. Vice Chairmen also have under
their immediate jurisdiction, the
coordination of all committees in their assigned
division of the Chamber’s program.
(e) Chief Financial Officer. The Chief Financial
Officer shall be responsible for the safeguarding of
all funds received by the Chamber and for their
proper disbursement. Such funds shall be kept on
deposit in financial institutions, or invested in a
manner approved by the Board of Directors. The Chief
Financial Officer is responsible for assisting in
preparing the budget for the year with the
President/CEO and the Executive Committee.
(f) Chief Executive Officer/President: The Board of
Directors shall employ a President/CEO who shall be
the corporate secretary and the chief administrator
and executive officer of the Chamber. The
President/CEO shall serve as secretary of the Board
of Directors and the Executive Committee and cause
to be prepared notices, agendas, and minutes of
meetings of the Board and the Executive Committee.
The President/CEO shall serve as advisor to the
Chairman of the Board, and shall assemble
information and data and cause to be prepared
special reports as required by the program of the
Chamber.
The President/CEO shall be a non-voting member of
the Board of Directors, the Executive Committee and
all committees.
The President/CEO shall be responsible for the
business plan in accordance with the policies and
direction of the Board of Directors.
The President/CEO shall be responsible for hiring,
discharging, directing, and supervising all
employment activities.
The President/CEO shall be responsible for the
preparation of an operating budget, in conjunction
with the Chief Financial Officer, covering all
activities of the Chamber. He/she shall submit it to
the Executive Committee for its adoption, which in
turn shall forward it to the Board of Directors for
approval. The President/CEO shall also be
responsible for all expenditures with approved
budget allocation.
Section 3 Executive Committee: The Executive
Committee shall be composed of the Chairman
of the Board, Immediate Past Chairman,
Chairman-Elect, the CFO, the Vice Chairmen and
President/CEO. The Executive Committee shall be
available on the call of the Chairman to assist and advise the Chairman and it shall be
vested with the powers of authority as are
delegated to it by the Board of Directors. The
Executive Committee may act for the Board of
Directors when the Board is not in session, but it
shall be accountable to the Board of any action
taken. A majority of the voting members of the
Executive Committee shall constitute a quorum.
Article VI - Committees
Section 1: Appointment and Authority. The Chairman
of the Board, by and with the approval of the Board
of Directors, shall appoint all committees and
committee chairperson. He or She may appoint such ad
hoc committees and their chairperson as are deemed
necessary to carry out the programs of the Chamber.
Committee appointments shall be at the will and
pleasure of the term of the appointing Chairman and
shall serve concurrently with the term of the
appointing Chairman unless a different term is
approved by the Board of Directors. Those members
present at a properly called meeting shall
constitute a quorum which shall be required for
official action to take place.
It shall be the function of the committees to
conduct investigations and studies, hold hearings,
make recommendations to the Board of Directors and
to carry on such activities as may be delegated to
them by the Board of Directors.
Section 2: Limitation of Authority. No action by any
member, committee, other formed substructure of the
Chamber, employee, director or officer shall be
binding upon, or constitute an expression of policy
of the Chamber until it shall have been approved or
ratified by the Board of Directors. Committees shall
be discharged by the Chairman of the Board when
their work has been completed and their reports
accepted, or when, in the opinion of the Board of
Directors, it is deemed wise to discontinue the
committees.
Section 3: Committee Funds. Money raising or
self-funding events planned during the year by
committees must have prior approval of the Board of
Directors. All funds collected and expended for such
events must be deposited/paid by the Chamber.
Committee fund balances are treated as unrestricted
assets of the chamber and are not the property of
individual committees.
Article VII - Grant of Authority
After state and national issues have been studied by
the California Chamber of Commerce or the Chamber of
Commerce of the United States and either have
recommended a course of action and there is insufficient time to convene the
Executive Committee and/or the Board of Directors,
the Chairman of the Board, with the advice of the
other Chamber officers and other Chamber members
with whom he/she chooses to consult, is authorized
to act on behalf of the Chamber in support of the
positions of the California and United States
Chambers of Commerce. In the absence or
unavailability of the Chairman, the Chairman-Elect,
or if the Chairman and Chairman-Elect are not
available, then any or all Vice Chairmen are
authorized to substitute for him/her. Any action
taken under this Article will be reported to the
Executive Committee and the Board of Directors at
their first meeting following the action taken.
Article VIII - Finances
Section 1: Funds. All money paid to the Chamber
shall be placed in a general operation fund except
that money subscribed or contributed for a special
purpose shall be placed in a separate fund for such
purpose.
Section 2: Disbursements. Upon approval of the
budget, the President/CEO is authorized to make
disbursements on accounts and expenses provided for
in the budget without additional approval of the
Board of Directors. Recommendations for expenditures
outside the budget shall be submitted to the Board
of Directors for approval. Disbursements shall be by
check that shall be signed by the President/CEO for
payments in the amount of $500 or less. All other
checks shall be signed by the President/CEO and
countersigned by an officer who has been authorized
by the Board of Directors.
Section 3: Fiscal Year. The fiscal year of the
Chamber shall end January 31st.
Section 4: Budget. The Executive Committee shall
adopt a budget for the coming fiscal year and submit
it to the Board of Directors for approval at its
regular meeting in January.
Section 5: Bonding. The Board of Directors and staff
shall be bonded by a sufficient fidelity bond in the
amount set by the Board and paid for by the Chamber.
Section 6: Maintenance and Inspection of Articles,
Bylaws and Other Chamber Records. A copy of the
Chamber's Articles of Incorporation and Bylaws, as
amended to date, shall be maintained in the office
of the Chamber and shall be open to inspection by
any member at all reasonable times during office
hours.
The Chamber's books and records of accounts and
minutes of the proceedings of its members, Board of
Directors and committees of the Board shall be kept
in the Office of the Chamber. The minutes shall be
kept in written form and the books and records of
accounts shall be kept either in written form or in
any other form capable of being converted to written
form. The minutes and books and records of account
shall be open to inspection upon written demand of
any member at any reasonable time during office
hours, for a purpose reasonably related to the
member's interest as a member.
Section 7: Audit. An annual audit will be conduct at
the close of the fiscal year.
Article IX - Dissolution
The Chamber shall use it's funds only to accomplish
the objects and purposes specified in the Bylaws and
no part of such funds shall inure or be distributed
to the members of the Chamber. On dissolution of the
Chamber, any funds remaining shall be distributed to
one or more regularly organized and qualified
charitable, educational, scientific or philanthropic
organizations to be selected by the Board of
Directors as defined in Section 501
©(3) of the
Internal Revenue Code.
Article X - Parliamentary Authority
The current edition of Roberts' Rules or Order shall
be the final source of authority in all questions of
parliamentary procedure when such rules are not
inconsistent with the Charter or Bylaws of the
Chamber.
Article XI - Indemnification Clause (Exculpation)
To the fullest extent permitted by law, this
corporation shall indemnify its directors, officers,
employees, and other persons described in
Corporations Code Section 7237(a), including persons
formerly occupying any such positions, against all
expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred by them in
connection with any "proceeding," as that term is
used in that section, and including an action by or
in the right of the corporation, by reason of the
fact that the person is or was a person described in
that section. "Expenses," as used in this bylaw,
shall have the same meaning as in that section of
the Corporations Code.
On written request to the board by any person
seeking indemnification under Corporations Code
Section 7237(b) or section 7237(c), the board shall
promptly decide under Corporations Code Section
7237(e) whether the applicable standard of conduct
set forth in Corporations Code Section 7237(b) or
Section 7237(c) has been met and, if so, the board
shall authorize indemnification. If the board cannot
authorize indemnification, because the number of
directors who are parties to the proceeding with
respect to which indemnification is sought prevents
the formation of a quorum of directors who are not
parties to that proceeding, the board shall promptly
call a meeting of members. At that meeting, the
members shall determine under Corporations Code
Section 7237(e) whether the applicable standard of
conduct has been met and, if so, the members present
at the meeting in person or by proxy shall authorize
indemnification.
To the fullest extent permitted by law and except as
otherwise determined by the board in a specific
instance, expenses incurred by a person seeking
indemnification under Article XI of these bylaws in
defending any proceeding covered by those Sections
shall be advanced by the corporation before final
disposition of the proceeding, on receipt by the
corporation of an undertaking by or on behalf of
that person that the advance will be repaid unless
it is ultimately found that the person is entitled
to be indemnified by the corporation for those
expenses.
As part of the annual report to all members, or as a
separate document if no annual report is issued, the
corporation shall annually prepare and mail,
deliver, or send by electronic transmission to its
members and furnish to its directors a statement of
any transaction or indemnification of the following
kinds within 120 days after the end of the
corporation's fiscal year:
(a) Unless approved by members under Corporations
Code Section 7233(a), any transaction (i) to which
the corporation, its parent, or its subsidiary was a
party, (ii) which involved more than $50,000 or was
one of a number of such transactions with the same
person involving, in the aggregate, more than
$50,000, and (iii) in which either of the following
interested persons had a direct or indirect material
financial interest (a mere common directorship is
not a material financial interest):
(1) Any director or officer of the corporation, its
parent, or its subsidiary;
(2) Any holder of more than 10 percent of the voting
power of the corporation, its parent, or its
subsidiary.
The statement shall include a brief description of
the transaction, the names of interested persons
involved, their relationship to the corporation, the
nature of their interest in the transaction, and,
when practicable, the amount of that interest,
except that, in a partnership in which such person
is a partner, only the partnership interest need be
stated.
(b) A brief description of the amounts and
circumstances of any loans, guaranties,
indemnifications, or advances aggregating more than
$10,000 paid during the fiscal year to any officer
or director of the corporation under Article XI of
these bylaws, unless the loan, guaranty,
indemnification, or advance has already been
approved by the members under Corporations Code
Section 5034, or the loan or guaranty is not subject
to Corporations Code Section 7235(a).
Article XII - Insurance
This corporation shall have power to purchase and
maintain insurance on behalf of any "agent", as that
term is used in Corporations Code Section 7237, of
the corporation against any liability 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 Corporations Code Section 7237.
Article XIII - Amendments
These Bylaws may be amended or altered by two-thirds
(2/3) vote of the Board of Directors, or by a
majority of the members at any regular or special
meeting, providing the notice for the meeting
includes the proposals for amendments or alterations
and they shall be submitted to the Board or the
members in writing at least ten (10) days in advance
of the meeting at which they are to be acted upon.
Approved September 4, 2009
Chairman of the Board
Chief Executive Officer
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