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BYLAWS OF

BYLAWS OF

A California Nonprofit Public Benefit Corporation

 

ARTICLE I

The name of the corporation is

CONTINENTAL MI-KI ASSOCIATION, INC.

 

ARTICLE II

 

PRINCIPAL OFFICE

                The principal office for the transaction of the activities and affairs of the corporation (“principal office”) is located in Sacramento County, California.  The Board of Directors (“the Board”) may change the principal officer from one location to another.  Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.

 

OTHER OFFICES

 

                The Board may at any time establish branch or subordinate offices at any place or places where the corporation id qualified to conduct its activities.

 

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ARTICLE IV - Qualifications and Rights of Membership
ARTICLE V - Directors
ARTICLE VI - Committees
ARTICLE VII - Officers
ARTICLE VIII - Indemnification and Insurance
ARTICLE IX - Records and Reports
ARTICLE X - Construction and Definitions
ARTICLE XI - Amendments

ARTICLE III

 

PURPOSES AND LIMITATIONS PURPOSES

 

Section 3.01

 

                This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person.  It is organized under the California Nonprofit Public Benefit Corporation Law for charitable and public purposes.  This corporation is organized exclusively for charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United State Internal Revenue Law).  Not withstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purpose of this corporation and the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501 ( c) (3) of the Internal Revenue Code of 1986 (or the Corresponding provision of any future United States Internal Revenue Law); (ii) by a corporation , contributions to which are deductible under Section 170 ( c) (2) of the internal Revenue code of 1086 (or the corresponding provision of any future United States Internal Revenue Law).

 

Section 3.02. LIMITATIONS

 

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

 

(b) Property.  The property assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above.  No part of the profits or net earnings of this corporation shall ever inure to the benefit of any of its Directors, trustees, officers, members (if any), employees, or to the benefit of any private individual.

 

(c) Dissolution.  Upon the winding up and dissolution of this corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the corporation, the remaining assets of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for  charitable purposes and which has established its tax exempt status under Section 501 © (3) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.)

 

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ARTICLE IV - Qualifications and Rights of Membership
ARTICLE V - Directors
ARTICLE VI - Committees
ARTICLE VII - Officers
ARTICLE VIII - Indemnification and Insurance
ARTICLE IX - Records and Reports
ARTICLE X - Construction and Definitions
ARTICLE XI - Amendments


ARTICLE IV

 

Section 4.01 QUALIFICATIONS AND RIGHTS OF MEMBERSHIP

 

(a) Classes and Qualifications.  The CMA shall have one or more classes of members, consisting of persons dedicated to the purpose of the CMA, Inc., who meet other qualifications for membership.  Each applicant for membership shall apply on a form as approved by the Registrar, if a problem is apparent to the Registrar with the applicant, then the application will be passed on to the Board of Directors for a final decision of membership for applicant. The applicant must agree to abide by the constitution, bylaws, and code of ethics of The Continental Mi-Ki Association Inc.  The application shall state the name, address, and phone number of the applicant and it shall carry the endorsement of one member in good standing with The Continental Mi-Ki Association Inc. 

Accompanying the application, the prospective member shall submit dues payment for the current year to the Treasurer of the CMA.  All applications are to be filed with the Registrar and each new membership is to be read at the first meeting of the club following its receipt.

 

1.       Individual Membership:  Any person(s) 18 years of age or older who subscribe to the purpose of the CMA.

2.       Family Membership:  Family membership shall consist of any two members of a household 18 years of age or older.

3.       Junior Membership:  Anyone under the age of eighteen years of age and who shows interest in the purpose of The Continental Mi-Ki Association, Inc. and the advancement of the Mi-Ki, and those who show an interest in showing  the Mi-Ki.  Junior members may not hold office or vote.

4.       Lifetime Membership:  Life Membership may be conferred as long as such member is in good standing with The Continental Mi-Ki Association for a minimum of twenty (20) consecutive years.  This means that the member must have shown extraordinary service to the benefit of the club and to the Mi-Ki breed.  Life members will not be required to pay year membership fees to the club, shall hold a regular membership with the club, and may hold an office position.

 

(b) Voting Member.  The members of the classes of membership having voting rights shall be entitled to vote, as set forth in these Bylaws, on the election of  Directors, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal term and corporation on amendments of those terms, on  an amendment to the Articles of Incorporation, except as otherwise specified in the California Non Profit corporation Law; and on the adoption, amendment or repeal of these Bylaws, except as otherwise specified in the California Nonprofit Corporations Law.  In addition members shall have all rights afforded members under the California Nonprofit Corporation Law.

 

SECTION 4.02 DUES, FEES, AND ASSESSMENTS

 

Each member must pay, within the time and on the conditions set by the Board, the dues in amounts to be fixed from time to time by the Board.  The Board may, in its discretion, set different dues for each class.

Dues:  Membership dues shall not exceed $20.00 for Individual Membership per year, while Family membership dues shall not exceed $30.00.  Junior Membership shall not exceed $15.00 per year.  All yearly dues are to be paid on or before the 1st day of January of each year.

 

SECTION 4.03 GOOD STANDING

 

Those members who have paid the required dues, fees, and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing.

 

SECTION 4.04 TERMINATIONS AND SUSPENSION OF MEMBERSHIP

 

(a)  Causes of Termination.  A membership shall terminate on occurrence of any of the following events:

 

      (i)  Resignation of the member, on reasonable notice to the Secretary or any member of the Board of Directors.

 

      (ii)  Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board.

 

     (iii)  Failure of the member to pay dues, feed, or assessments as set by the Board within the period of time set by the Board after they become due and payable.

 

     (iv) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy memberships qualifications; or

 

    (v)  Expulsion or suspension of the member pursuant to Sections 4.04(b) and 4.04(c) of these Bylaws.

 

(b)  Suspension of Membership.  A member may be suspended, under Section 4.04 of these Bylaws, based on the good faith determination by the Board that the member has failed in a material and serious degree to observe the rules of conduct of the CMA or has engaged in conduct materially and seriously prejudicial t the purposes and interests of the Continental Mi-Ki Association, Inc.   

 

              A person whose membership is suspended shall not be a member during the period of suspension.             

                                    

(c)  Discipline

 

                  (i)  The Continental Mi-Ki Association, Inc. Suspension.  Any member who is suspended from the

privileges of the Continental Mi-Ki Association automatically shall be suspended from the privileges of this club for a like

period.

 

(ii) Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of The Continental Mi-Ki Association, Inc.  Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $20.00, which shall be forfeited if such charges are not sustained by the board following a hearing.  The Secretary shall promptly send a copy of the charges to each member of the board or present them at a board meeting, and the board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of The Continental Mi-Ki Association, Inc.  If the board considers that the charges do not allege conduct which would be prejudicial to the best interests of The Continental Mi-Ki Association, Inc. it may refuse to entertain jurisdiction.

If the board entertains jurisdiction of the charges, it shall fix a date for a hearing by the board not less than three weeks or more than six weeks thereafter.  The secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.

             

 (iii) Board Hearing. The board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard.  Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant the board may, by a majority vote of those present reprimands or suspend the defendant from all privileges of The Continental Mi-Ki Association, Inc. for not more than six months from the date of the hearing.  If the charges has been found to be true then expulsion maybe the penalty recommended by the Board of Directors.  In such case, the suspension shall not restrict the defendant’s right to appear before his fellow members at the ensuing club meeting which considers the board’s recommendation.  Immediately after the board has reached a decision, its finding shall be put in written form and filed with the Secretary.  The Secretary, in turn, shall notify each of the parties of the board’s decision and penalty, if any.

               

(iv) Expulsion. Expulsion of a member from the club may be accomplished only at a meeting of the club following a board hearing and upon the board’s recommendation as provided in Section 3 of this Article. 

Such proceedings may occur at a regular or special meeting of The Continental Mi-Ki Association, Inc. to be held within 60 days but not earlier than 30 days after the date of the board’s recommendation of expulsion.  The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting.  The President shall read the charges and the board’s finding and recommendation, and shall invite the defendant, if present, to speak in his own behalf if he wishes.  The members shall then vote by secret ballot on the proposed expulsion.  A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion.  If expulsion is not so voted, the board’s suspension shall stand.                                                                         

 

SECTION 4.05 TRANSFER OF MEMBERSHIP

 

                No Member may transfer a membership or any right arising from it for value.  All rights of membership cease on the member’s death or dissolution of the Continental Mi-Ki Association, Inc.

 

SECTION 4.06 MEETINGS OF MEMBERS

 

(a) Place of meeting.  Meetings of the members shall be held at any place within or outside California designated by the Board.  In the absence of any such designation, members’ meetings shall be held via chat room.

 

(b) Annual Meeting.  An annual meeting of members shall be held on the first Saturday of July of each year at 10:00 am Pacific time, unless the Board fixes another date of time and so notifies members as provided in Section 4.06(d) of these Bylaws.  If the scheduled date falls on a legal holiday, the meeting shall be held the next full business day.  At this meeting, the Board of Directors and Officers shall be elected and any other proper business may be transacted, subject to the notice requirements of Section 4.06(d) (ii) of these bylaws.

 

(c)  Special Club Meetings.  Special club meetings may be called by the President, or by a majority vote of the members of the Board who are present and vote at any regular or special meeting of the board; and shall be called by the Secretary upon receipt of a petition signed by five members of The Continental Mi-Ki Association, Inc. who are in good standing with the Continental Mi-Ki Association, Inc.  Such special meetings shall be held in a center location or via chat room, at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings.  Written notice or email notice of such a meeting shall be mailed by the Secretary at least five days and not more than fifteen days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other club business may be transacted thereat.  The quorum for such a meeting shall be 1/3 of the members in good standing with the Continental Mi-Ki Association, Inc.                           

 

(d) Notice Requirements for Members’ Meetings.

 

     (i) General Notice Requirements.  Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with section 4.06 (d) of these Bylaws, to each member entitled to vote at the meeting. The notice shall specify the place, date, and hour of the meeting and,

 

 

(1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting.  The notice of any meeting at which Directors are to be elected or written ballots distributed for the election of Directors shall include the names of all persons who are nominees when the notice or the ballot is given.

 

   (ii)  Manner of Giving Notice.  Notice of any meeting of members shall be in writing and shall be given at least ten (10) days but no more than ninety (90) days before the meeting date.  The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote at the address given by the member to the corporation for purposes of notice.  If no address appears on the books of the CMA and no address had been so given, notice shall be deemed to be undeliverable.

 

(e) Quorum.

 

    (i)  Number Required.  One-third (1/3) of the voting members, present, shall constitute a quorum for the transaction of business at any meeting of members; provided, however that the only matters that may be voted on at any special or annual meeting actually attended by less than on-third (1/3) of the voting power are matters the general nature of which was disclosed in advance to the members by written notice pursuant to Article IV, Section 4.06 (d) of these bylaws.

 

 (ii) Loss of Quorum. The members present at a duly called or held meeting at which a quorum is presented may continue to transact business until adjourned, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

 

(f)  Adjournment and Notice of Adjourned Meetings.   Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members present at the meeting.  No meeting may be adjourned for more than forty-five (45) days.  When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meetings adjourned are announced at the meeting at which adjournment is taken.  If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.  At the adjourned meeting, the CMA may transact any business that might have been transacted at the original meeting.

 

(g) Voting.

 

(i) Eligibility to Vote.  Subject to the provisions of the California Nonprofit Corporation Law, the only persons entitled to vote at any meeting of members shall be voting members who are in good standing as of the record date determined pursuant to Section 4.08 of these Bylaws.

 

(ii) Manner of Casting Votes.  Voting may be by voice, via chat room, or ballot, except that any election of Directors must be by ballot if demanded by any member at the meeting before the voting begins.

 

(iii) Voting.  Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.  Cumulative voting shall not be permitted.

 

 (iv) Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number, or voting by classes, is required by the California Nonprofit corporation Law or by the Articles of Incorporation.

 

SECTION 4.07 ACTIONS WITHOUT A MEETING

 

(a) Action by Unanimous Written Consent.  Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action.  The written consent or consents shall be filed in the corporate minute book.  Any actions taken by written consent shall have the same force and effect as the unanimous vote of the members.

 

(b) Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by written ballot complying with Section 4.07 (b) (i) and (ii) of these Bylaws.

 

(i)  The CMA shall distribute one written ballot to each member entitled to vote on the matter.  Such ballots shall be mailed or delivered in the manner required by Section 4.06 (d) (ii) of these Bylaws. 

 

 

All solicitations of votes by written ballot shall (1) indicate the number of responses needed to meet the quorum requirement; (2) with respect to ballots other than for election of Board of Directors, state the percentage of approvals necessary to pass the measure or measures; (3) with respect to ballots for election of Directors, state the name of each nominee; and (4) specify the time by which the ballot must be received in order to be counted.  Each ballot so distributed shall (1) set forth the proposed action; (2) provide the members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time within which to return the ballot to the CMA, specifying the address to which the ballot is to be sent.  In any election of Directors, a written ballot which is marked by a member “withhold” or is otherwise marked in a manner indicating that authority to vote is withheld, shall not be voted.

 

(ii) Number of Votes and Approvals Required.  Approval by written ballot shall be valid only when (1) the number of votes cast by ballot (including those ballots that are marked “withhold”) or otherwise indicate that authority to vote is withheld)  and received within  the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total  number of votes cast was the same as the number of votes cast by written ballot without a meeting.

 

(iii) Revocation.  A written ballot may not be revoked.

 

(iv) Filing.  All written ballots shall be filed with the Secretary of the CMA and maintained in the corporate records for at least two (2) years.

 

SECTION 4.08   RECORD DATE FOR NOTICE, VOTING, WRITING BALLOTS AND OTHER ACTIONS

 

 (a)  Record Date Determined by Board.  For purposes of determining which members are entitled to receive notice of any meeting to vote, or to give consent to corporate action without a meeting, the Board of directors may fix, in advance, a “record date,” which shall not be more than sixty (60) nor fewer than ten (10) days before any such action without a meeting.  Only members of record on the date so fixed are entitled to notice, to vote, or to give consents, as the case may be.

 

(b)  Record Date Not Determined By Board.                 

                                (i)  Recorded Date For Notice Or Voting.  If not otherwise fixed by the Board, the record date for determining members entitled (1) to receive notice of, or to vote at, a meeting of members shall be the next business day preceding the day on which notice is given or the business day preceding the day on which the meeting is held.

 

                                (ii)  Record Date For Action By Written Ballot.  If not otherwise fixed by the Board, the record date for determining those members entitled to vote by written ballot shall on the day on which the first written ballot is mailed or solicited.

 

                                (iii)  Record Date For Written Consent To Action Without Meeting.           Unless fixed by the Board, the record date for determining those members entitled to vote by written consent on corporate actions without a meeting, when no prior action by the board has been taken, shall be the day on which the first written consent is given.  When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.

 

                                (iv)  Record Date For Other Actions.                  If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be on the date on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of that action whichever is later.

 

(c) Definition of “Members of Record” For purposes of this Section 4.08, a person holding a voting membership at the close of business on the record date shall be member of record.

 

SECTION 4.09 ELECTIONS OF DIRECTORS

 

(a)  Nominations.   No persons may be a candidate in a club election who has not been nominated.  Ninety (90) days before the Annual Meeting the Board shall select a Nominating Committee consisting of three (3) members and two (2) alternates.  The Secretary shall immediately notify the committeemen and alternates of their selection.  The Board shall name a chairman for the committee and it shall be such person’s duty to call a committee meeting, which shall be held Sixty (60) days before the Annual Meeting.

(i) The committee shall nominate one candidate for each office (and for Delegate, who may but need not be an officer or director of The Continental Mi-Ki Association, Inc.) and positions on the board and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.

(ii) Upon receipt of the Nominating Committee’s report, the Secretary shall, at least four weeks before the annual meeting, notify each member in writing of the candidates so nominated, along with the mail in ballot.  All mail in ballots must be returned to the Secretary no later than 2 weeks before the annual meeting.

(iii) Additional nominations may be made at any time after the Nominating Committee has been formed, any member may nominate another member, provided that the person so nominated does not decline when their name is proposed.  The proposed shall present to the Nominating Committee a written statement signifying willingness to be a candidate.  No person may be a candidate for more than one position.

 (iv) Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.

 

(b)  Use of Corporate Funds to Support Nominee.  No CMA, Inc. funds may be expended to support a nominee for a position on the Board of Directors.

 

SECTION 4.10   RECORDS

 

(a)   The Secretary shall keep or cause to be kept, at the principal office of the Continental Mi-Ki Association, Inc. or at a place determined by the Board, a record of the members of the CMA showing each member’s name, address, and class of membership.

                (i)  All records or documents once submitted become property of the Continental Mi-Ki Association, Inc...

 

(b)           Members’ Inspection Rights.

 

                                (i) Membership Records.   Subject to the California Corporations Code and unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the followings for a purpose reasonably related to the member’s interest as a member:

 

                                (A)  Inspection and copy the records of members’ names, addresses, and voting rights during usual business hours on five (5) days’ prior written demand on the corporation, which demand must state the purpose fro which the inspection rights are requested; or

 

                                (B)  Obtain from the Secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, or as of a date specified by the member, after the date of demand.  The demand shall state the purpose for which the list is requested, The secretary shall make this list available to the member on or before the latter of ten (10) days after (1) the demand is received or (2) the date specified in the demand as the date as of which the list is to be complied. 

 

                The corporation may, within ten (10) business days after receiving a demand under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list.  Any rejection of this offer must be in writing and must state the reason that the purposed alternative does not meet the proper purpose of the demand.

 

                Any inspection and copying under this section may be made in person or by the member’s agent or attorney.  The right of inspection includes the right to make copies.  Any right of inspection extends to the records of any subsidiary of the corporation.

 

(ii)  Accounting Records and Minutes.  On written demand presented to the corporation, any member may inspect and copy, the accounting books and records and minutes of the proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member’s interest as a member.  Any such inspection and copying may be made in person or by the member’s agent or attorney. Any right of inspection extends to the records of any subsidiary of the corporation.

 

                                (iii)  Maintenance and Inspection of Articles and Bylaws.           The corporation shall keep at its principal office, or if its principal office is not in California, at its principal business office in this state, the original or a copy of its Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.  If the principal office of the corporation is outside California and the corporation has no principal business office in this state, the Secretary shall, on the written request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws, as amended to date.

 

SECTION 4.11 ANNUAL REPORTS

 

(a) Annual Reports.  The Board shall send an annual report to the members via Newsletter within one hundred twenty (120) days after the end of the fiscal year of the CMA, Inc.  That report shall contain the information specified in Article IX Section 9.03 of these Bylaws.

               

               

 

 

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ARTICLE IV - Qualifications and Rights of Membership
ARTICLE V - Directors
ARTICLE VI - Committees
ARTICLE VII - Officers
ARTICLE VIII - Indemnification and Insurance
ARTICLE IX - Records and Reports
ARTICLE X - Construction and Definitions
ARTICLE XI - Amendments


ARTICLE V

 

DIRECTORS

 

SECTION 5.01   POWERS

 

(a)  General corporate power.  Subject to the provisions and limitations of the California Nonprofit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.

 

(b)  Specific Powers.           Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to: 

 

                                (i)  Appoint and remove, at the pleasure of the Board, all agents and employees of the Corporation; prescribe powers and duties for them that are consistent with the law, with the Articles of Incorporation and with these Bylaws.

                               

                                (ii)  Change the principal office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings. 

 

(iii)  Adopt and use a corporate seal and alter the form thereof.

 

SECTION 5.02 NUMBERS AND ELECTION OF DIRECTORS AND RESTRICTIONS

 ON DIRECTORS

 

(a)  Authorized Number.  The authorized number of directors shall be five (5).  Directors need not be residents of the State of California.

 

(b)  Election of Directors.   The Board of Directors and its officers shall be elected at the Annual Meeting of every second (2nd) year.  Each Board Member, including a member elected to fill a vacancy or elected at a special member’s meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.  

 

SECTION 5.03   TERM OF OFFICE OF DIRECTORS

 

                The directors newly appointed or selected in accordance with section 5.02 (b) shall hold office for a term of two (2) years. 

 

SECTION 5.04   VACANCIES

 

(a)  Event Causing Vacancy.  A vacancy or vacancies on the Board shall exist on the occurrence of the following:

 

(i) The death, removal, suspension or resignation of any Director; or (ii) the declaration by resolution of the Board

of a vacancy in the office of the director who has been declared of unsound mind by an order of court or convicted of a

felony or has been found by final order or judgment of any court to have breached the duty under the California Nonprofit

Corporation Law.

 

(b)  Resignation.  Except as provided in this subsection, any Board member may resign effective upon giving written notice or Email notice to the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective.  Except upon notice to the Attorney General of the State of California, no Board member may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.         

 

(c) Filling Vacancies.  Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum, or by the sole remaining Directors.

 

(d)  No vacancy on reduction of number of Board Members.  No reduction of the authorized number of Board members shall have the effect of removing any Member before the Board members term of office expires.

 

SECTION 5.05   PLACE OF MEETINGS; MEETINGS BY TELEPHONE

 

                Meetings of the Board shall be held at the principal office of the CMA, Inc., or at such other place as has been designated by the Board.  Any meeting may be held by conference call or the Internet chat room, so long as all Board Members participating in the meeting can hear one another and all such Members shall be deemed to be present in person at such meeting.

 

SECTION 5.06   ANNUAL, REGULAR AND SPECIAL MEETINGS

 

(a) Annual meeting.  The Board shall hold an annual meeting immediately following the annual meeting of the membership, or in conjunction with its regularly scheduled meeting for the month of July of each year for the purpose of organization, election of officers and the transaction of other business; provided, however that the Board may fix another time for the holding of its annual meeting.  Notice of this meeting shall not be required.

 

(b) Other regular meetings.  Other regular meetings will be held Quarterly via chat room by the Board of Directors.  Said meetings will be held without notice; provided, however, any given Quarterly meeting may be dispensed with by a majority vote of the Board.

               

(c) Special Meetings.         

 

                                (i)  Authority to Call.   Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President or any Vice President, or the Secretary or any two Directors.

 

                                (ii)  Notice.

                                                a. Manner of Giving Notice.  Notice of the time and place of special meetings shall be given to each Director by one of the following methods:

 

                                1.  By email posting;

                                2.  By first-class mail, postage prepaid;

                                3.  By telephone, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director.

 

                                                b. Time Requirements .  Notices sent by first-class mail shall be deposited in the United States mail at least six (6) days before the time set for the meeting.  Notices given by email or telephone shall be delivered at least forty-eight (48) hours before the time set for the meeting.                

 

                                                c. Notice Content.   The notice shall state the time of the meeting, and the place. It need not specify the purpose of the meeting.

 

SECTION 5.07 QUORUMS

 

                A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in section 5.09.  Subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii)  approval of certain transactions between corporations having common directorship, (iii) creation of an appointment of committees of the Board and (iv)  indemnification of directors, every act or decision done or made by the majority of the Directors present at a meeting duly help at which a quorum is present shall be regarded  a the act of the Board.  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 that meeting.

 

SECTION 5.08 ADJOURNMENTS

 

                A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

 

SECTION 5.09 NOTICE OF ADJOURNMENT MEETING

 

                Notice of the time and place of holding an adjourned meeting need not be given , unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

 

SECTION 5.10 ACTION WITHOUT MEETING

 

                Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to that action.  Such action by written consent shall have the same force and effect as any other validly approved action of the Board.  Such written consent or consents shall be filed with the minutes of the proceedings of the board.  For the purpose of this Section 5.10 only, “all members of the Board” shall not include Directors who have a material financial interest in a transaction.  

 

 

 

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ARTICLE X - Construction and Definitions
ARTICLE XI - Amendments


ARTICLE VI

 

COMMITTEES

 

SECTION 6.01 COMMITTEES OF THE BOARD 

 

(a)  The board may each year appoint standing committees to advance the work of the Continental Mi-Ki Association, Inc. in such matters as dog shows, obedience trials, trophies, annual prizes, membership, and other fields which may well be served by committees.  Such committees shall always be subject to the final authority of the board.  Special committees may also be appointed by the board to aid it on particular projects.

 

 (b)  Any committee appointment may be terminated be a majority vote of the full membership of the board upon written notice to the appointee; and the board may appoint successors to those persons whose services have been terminated.

 

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ARTICLE VII

 

OFFICERS

 

SECTION 7.01.OFFICERS

 

The club’s officers, consisting of the President, Vice President, Secretary, and Treasurer shall serve in their respective capacities both with regard to the club and its meetings.

 

(a) The President shall preside at all meetings of the club and of the board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws.

 

(b) The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.  The Vice President shall be governed by the Board of Directors.

 

(c) The Secretary shall keep a record of all meetings of the club, send the minutes of annual meetings to all members and of all matters of which a record shall be ordered by the club; have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers of their election to office, keep a roll of the members of the Continental Mi-Ki Association, Inc. with their addresses, and carry out such other duties as are prescribed in these bylaws.  The Secretary shall keep the membership list updated with all the new membership name(s).  The updated membership list shall appear in next Continental Mi-Ki Association, Inc. newsletter.  The Secretary shall be governed by the Board of Directors.

 

(d) The Treasurer shall collect and receive all moneys and all paperwork due or belonging to The Continental Mi-Ki Association, Inc.  Moneys shall be deposited in a bank designated by the board, in the name of the club.  The books shall at all times be open to inspection by the board and a report shall be given at every meeting on the condition of the club’s finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year.  The Treasurer shall be bonded in such amount as the Board of Directors shall determine.  The Treasurer shall also be governed by the Board of Directors.  At no time is the Continental Mi-Ki Association, Inc. responsible for payment, to any one member, for a purchase of any single item over $50.00 unless first authorized by the Board of Directors.

 

SECTION 7.02 ELECTION OF OFFICERS

 

                The officers of the CMA, Inc., except those appointed in accordance with the provisions of Section 7.03 of this Article VII, shall be chosen by the membership.

(See Article V, Section 5.02)

 

SECTION 7.03.  OTHER OFFICERS

 

                The Board may appoint and may authorize the President or another officer to appoint who shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board.

 

(a) Registrar. The Registrar shall put a written record containing regular entries, litter applications, owner transfers, color copies of DNA certificates, and registration papers for the Continental Mi-Ki Association, Inc.  The records shall also contain a number or a quantity of Mi-Ki’s and all alignment or proper relative positions of Mi-Ki’s registered with the Continental Mi-Ki Association, Inc. The Registrar shall be governed by the Board of Directors.

 

 

(b) Webmaster. The Webmaster shall be responsible for the creation or maintenance of the website for the Continental Mi-Ki Association, Inc.  The Webmaster will be governed by the Board of Directors.

 

(c) Newsletter Editor. The Newsletter Editor shall collect and receive all information for the newsletter.  The newsletter is to be a small publication (as a leaflet or newspaper) containing news of interest about the Mi-Ki and/or club news. 

 

SECTION 7.04.   REMOVAL OF OFFICERS

 

                Subject to the rights, if any, any Board appointed officer may be removed, with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board, by an officer on whom such power of removal may be conferred by the Board of Directors.

 

SECTION 7.05   RESIGNATIONS OF OFFICERS

 

                Any officer may resign upon written notice to the Continental Mi-ki Association, Inc. without prejudice to the rights, if any, of the Continental Mi-ki Association, Inc. under any contract to which the officer is a party.

 

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ARTICLE XI - Amendments


ARTICLE VIII

 

INDEMNIFICATION AND INSURANCE

 

SECTION 8.01. INDEMNIFICATION

 

(a)  Right of Indemnity.  To the full extent permitted by law, this corporation shall indemnify its Directors, officers, employees and other persons described in Section 5238(a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding”, as that term is used in such Section and reason of the fact that such person is or was a person described by such Section. “Expenses”, as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporation Code.

 

(b)  Approval of Indemnity.  Upon written request of the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporation Code, the Board shall promptly determine in accordance with Section 5238(e) of the code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(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 preceding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been net.

 

(c) Advancement of Expenses.  To the full extend permitted by law and except a is otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the corporation prior to the final disposition of the proceeding upon receipt by the corporation of any undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation therefore.

 

SECTION 8.02  INSURANCE

 

                The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer’s, Director’s, employee’s or agent’s status as such. 

 

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ARTICLE XI - Amendments


ARTICLE IX

 

RECORDS AND REPORTS

 

SECTION 9.01.  MAINTENANCE OF CORPORATE RECORDS

 

The corporation shall keep:

                (a)           Adequate and correct books and records of account;

                (b)           Minutes in written form of the proceedings of the Board and committees of the Board.

                (c)           If applicable, a record of its members, giving their names and addresses and the class of membership held.

 

SECTION  9.02   INSPECTION BY DIRECTORS

 

                Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations.  This inspection by the Director may be made in person or by any agent or attorney, and the right of inspection included the right to make copies of documents.

 

SECTION 9.03   ANNUAL REPORT

 

                Except as provided under Section 6321©(d) or (f) of the California Corporation Code, not later than one hundred twenty (120) days after the close of the fiscal year of the corporation, the Board shall cause an annual report to be sent to all members of the Board.  Such report shall contain the following information in reasonable detail:

 

                (i)  The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

 

                (ii)  The principal changes in assets and liabilities, including trust funds, during the fiscal year.

 

                (iii)  The revenue or receipt of the corporation both unrestricted and restricted to particular purposes, for the fiscal year.

 

                (iv)  The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

 

                (v)  Any information required by Section 9.04.

 

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ARTICLE X

 

CONSTRUCTION AND DEFINITIONS

 

                Unless the content otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit corporation Law shall govern the construction of these Bylaws.  Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural include the singular and the term “person” includes both a legal entity and a natural person. 

 

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ARTICLE XI - Amendments


ARTICLE XI

 

AMENDMENTS

 

SECTION 11.01 ADOPTIONS OR AMENDMENT BY MEMBERS

 

                New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the majority of the members of the corporation.

 

 

SECTION 11.02  MAINTENANCE OF RECORDS

 

The secretary of the corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the corporation and is maintained with the official records of the corporation.