BYLAWS OF
A
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
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.
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.)
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
(b)
(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
(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
SECTION 4.11 ANNUAL REPORTS
(a)
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
(b) Election of Directors. The Board of Directors and its
officers shall be elected at the
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
(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)
(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
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.
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.
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.
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.
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.
ARTICLE X