WFD Draft Bylaws

WEAVERVILLE FIRE DEPARTMENT – REVISED BYLAWS – ADOPTED 7/6/11

ARTICLE 1. OFFICES

Section 1. PRINCIPAL OFFICE

The principal office of the corporation of the transaction of its business is located in the Weaverville Fire District which is located in Trinity County, California.

Section 2. CHANGE OF ADDRESS

The principal office of the corporation cannot be changed to a location outside the boundaries of the Weaverville Fire District. The Board of Directors may, however, change the principal office from one location to another within the named fire district by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these bylaws:

______________________________ Dated: _______________, 20 __________

ARTICLE 2. PURPOSES

Section 1. OBJECTIVES AND PURPOSES

The purposes of this corporation are described in Article II of the Articles of Incorporation of the Weaverville Fire Department. In furtherance of those purposes, objectives of the corporation include:

(a) To provide for the safety and welfare of the firefighters of the Weaverville Fire Department.

(b) To assist the Weaverville Fire District with public safety education.

(c) To fund training, equipment, uniforms and other items not covered by the Weaverville Fire District for the benefit of the Weaverville firefighters.

(d) To organize fund raising for the disadvantaged public.

(e) To provide scholarships for students who wish to continue their education in the Emergency Services field.

This corporation is organized exclusively for public safety and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States internal revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.

Section 2. This corporation may also be referred to as the Weaverville Fire Department Association.

ARTICLE 3. MEMBERS

Section 1. DETERMINATION OF MEMBERS

This corporation shall consist of regular members, junior members, associate members and honorary members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Article of Incorporation or Bylaws of this corporation, all memberships shall have the same rights, privilege, restrictions and conditions.

Section 3. MEMBERSHIP

(a) REGULAR MEMBERS: The regular membership of the corporation shall consist of all official Weaverville Fire District volunteers who are qualified as firefighters.

(b) ASSOCIATE MEMBERS: The associate membership of the corporation shall consist of all official Weaverville Fire District volunteers not qualified as firefighters.

Any member upon resignation after ten (10) years of auxiliary, regular or associate membership may apply for honorary membership in the corporation.

If the applicant has not been removed for cause or does not have legal action pending, he or she shall automatically be placed into the category of Honorary Member by making a written application to the Board of Directors.

(d) JUNIOR MEMBERS: The junior membership of the corporation shall consist of official ‘junior’ volunteer members of the Weaverville Fire District.

Section 4. DUTIES OF MEMBERS

(a) Duties of REGULAR, ASSOCIATE, and JUNIOR MEMBERS:

It shall be the duty of each regular, associate, and junior member to attend the monthly regular business meeting. When a member is unable to attend any meeting, he or she shall give notice to any member of the Board of Directors or to his or her captain prior to the meeting date.

It shall be the duty of each regular, associate, and junior member to assist with fund raising and serve on committees.

(b) Duties of HONORARY MEMBERS:

Honorary members shall have the privilege of attending all meetings.

Section 6. MEMBERSHIP BOOK

The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office and shall be available for inspection by any Director or member of the corporation during regular business hours.

The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member’s interest as a member.

Section 7. NON-LIABILITY OF MEMBERS:

A member of this corporation is not, as such, personally liable for the debts, liabilities or obligation of the corporation.

Section 8. NON-TRANSFERABILITY OF MEMBERSHIPS:

No member may transfer for value a membership or any right arising there from. All rights of membership cease upon the member’s death.

Section 9. TERMINATION OF MEMBERSHIP:

(a) Regular, Associate, and Junior Members: Membership in the corporation ends automatically upon termination as a official volunteer member of the Weaverville Fire District.

(b) Honorary Members:

(1) An honorary member may resign by presenting his or her resignation in writing. Said resignation shall be read at the next regular meeting, if not withdrawn, said resignation shall be accepted.

(2) Upon determination by the Board of Directors that an honorary member has violated any rules, regulations or the Bylaws of the corporation, said member shall be subject to expulsion.

Section 10. RIGHTS ON TERMINATION OF MEMBERSHIP:

All rights of a member in the corporation shall cease on termination of membership as herein provided.

Section 11. RECORD DATE FOR MEETINGS:

The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 6511 of the California Nonprofit Public Benefit Corporation Law.

Section 13. MEMBERSHIP IN CORPORATION BY DIRECTORS OF FIRE DISTRICT:

No member of the Board of Directors of the Weaverville Fire District shall be entitled to hold regular or associate membership in the corporation.

Section 14. MEMBERS ELIGIBLE TO HOLD ELECTIVE OFFICE:

Only regular and associate members shall be eligible to hold the elective offices of President, Vice President, Secretary, Chief Financial Officer, and Member at Large. Eligible members may hold only one elective office at a time.

ARTICLE 4. MEETINGS OF MEMBERS

Section 1. PLACE OF MEETINGS:

Meeting of members shall be hold at the principal office of the corporation or at such other place or places within the boundaries of the Weaverville Fire District as may be designated from time to time by resolution of the Board of Directors.

Section 2. ANNUAL AND OTHER REGULAR MEETINGS:

The members shall meet annually on the first Wednesday of January each year, at 7:00 P.M. for the purpose of electing the President, Vice President, Secretary, Chief Financial Officer and Member at Large, and transact any other business as may come before the meeting. Cumulative voting for the election of Board of Directors/Officers shall not be permitted. The candidate for each elective position who receives the highest number of votes shall be elected. Each voting member shall cast one vote, voting by secret ballot only. The annual meeting of members of the purpose of electing Directors shall be deemed a regular business meeting and any reference in the Bylaws to regular business meetings of members refers to this annual meeting.

Monthly regular business meetings of the members shall be held on the first Wednesday of each month at 7:00 P.M.

If the day fixed for the annual or regular meetings falls on a legal holiday, such meeting shall be held at the same hour and place on the next Wednesday.

Section 3. RESPONSIBILITIES OF REGULAR BUSINESS MEETING DINNER COMMITTEE:

It shall be the duty of each auxiliary and regular member to serve on the Dinner Committee as appointed by the President. Said members shall be responsible to provide a meal and beverages in sufficient quantity to feed the members in attendance. Junior members shall be required to help wash dishes and general clean up as assigned by Dinner Committee Chairman.

Honorary members may request to be placed on the dinner committee at the annual meeting for the next twelve (12) months.

Section 4. SPECIAL MEETINGS OF MEMBERS:

Special meetings of the members shall be called by the Board of Directors. In addition, special meetings of the members for any lawful purpose may be called by ten percent (10%) or more of the voting members.

If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail to any member of the Board of Directors. The Director receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held.

Section 5. NOTICE OF SPECIAL MEETINGS:

(a) Time of Notice.

Oral and writing notice of a special meeting shall be given by the secretary not less than forty-eight (48) hours before the date of the meeting to the members who are entitled to vote thereat.

(b) Manner of Giving Notice.

Notice of a special meeting shall be given by announcing over the emergency communications system of the corporation the date, lace, time and general nature of the business to be transacted. In addition, a written notice containing the same information shall be posted at the principal office of the corporation.

Section 6. QUORUM FOR MEETINGS:

A quorum shall consist of one-third (1/3) of the voting members of the corporation.

The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.

In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person at the meeting, but no other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the 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. A meeting shall not be adjourned for more than twenty-one (21) days.

Section 7. MAJORITY ACTION AS MEMBERSHIP ACTION:

Every act or decision done or made by a majority of voting members present in person at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles on Incorporation or these Bylaws require a greater number.

Section 8. VOTING RIGHTS

Only each regular and associate member shall be entitled to one vote on matters submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of President, Vice President, Secretary, Chief Financial Officer, Member at Large, however, shall be by ballot as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation.

Section 9. PROXY VOTING

Members entitled to vote shall not be permitted to vote or act by proxy.

Section 10. CONDUCT OF MEETINGS

Meeting members shall be presided over by the President, in his or her absence, by the Vice President or, Secretary, or, in the absence of all of these persons, by a Chairman chosen by a majority of the voting members present. The Secretary of the corporation shall act as secretary of all meetings of members, provided that in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Section 11. REASONABLE NOMINATION AND ELECTION PROCEDURES

This corporation shall make available to voting members reasonable nomination and election procedures with respect to the election of the President, Vice President, Secretary, Chief Financial Officer and Member at Large. Such procedures shall include:

(a) A reasonable means of nominating persons for election as President, Vice President, Secretary, Chief Financial Officer and Member at Large.

(b) A reasonable opportunity for a nominee to communicate to the voting members the nominee’s qualifications and the reasons for the nominee’s candidacy.

(d) A reasonable opportunity for all voting members to choose among the nominees.

Any person who is qualified to be elected President, Vice President, Secretary, Chief Financial Officer and Member at Large shall be nominated at the annual meeting of voting members held for the purpose of electing said officers by any voting member present at the meeting.

ARTICLE 5. DIRECTORS

Section 1. NUMBER

The corporation shall have five (5) Directors and collectively they shall be known as the Board of Directors. The Board of Directors shall consist of the following elected officers of the corporation: President, Vice President, Secretary, Chief Financial Officer and Member at Large.

Section 2. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to the action required or permitted to be taken or approved by the member’s of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 3. DUTIES

It shall be the duty of the Directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.

(b) Appoint and remove, employ or discharge, and , except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporations.

(d) Meet at such times and places as required by these Bylaws.

(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telephoned to them at such addresses shall be valid notices thereof.

Section 4. TERM OF OFFICE

Each Director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.

Section 5. COMPENSATION

Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this article. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such other compensation is reasonable and is allowable under the provisions of the Section 6 of this article.

Section 6. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may by interested persons. For the purpose of this section, “interested persons” means either:

(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full-or part-time officer or other employee, independent contractor or other, or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person.

Section 7. PLACE OF MEETING

Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within the boundaries of the Fire District which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and been given written notice of the meeting as hereinafter provided for special meetings of the board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear (and speak to) one another.

Section 8. REGULAR MEETING

Regular meetings of the Directors shall be held on the first Wednesday of each month at 6:00 P.M., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next Wednesday.

Section 9. SPECIAL MEETING

Special meeting of the Board of Directors may be called by any two Directors and such meetings shall be held at the place within the Fire District designated by the persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.

Section 10. NOTICE OF MEETINGS

Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon forty-eight (48) hours notice by telephone. Notice of the time and place of holding an adjourned meeting needs to be given to absent Directors if the time and place of the adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is more than twenty-four (24) hours from the time of the original meeting.

Section 11. CONTENTS OF NOTICE

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

Section 12. WAIVER OF NOTICE AND COSENT TO HOLD MEETINGS

The transactions of any meeting of the Board, however called an noticed or whatever held, are as valid as though the meeting has been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 13. QUORUM FOR MEETINGS

A quorum shall consist of a majority of the Board of Directors.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this article.

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to withdrawal of Directors from the meeting, provided that nay action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law or the Articles of Incorporation by Bylaws of this corporation.

Section 14. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board.

Section 15. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the President or, if in his or her absence, the Vic President or Secretary or, in their absence, by a Chairman chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as Secretary of the meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by “Robert’s Rule of Order”, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation or with provisions of law.

Section 16. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.

The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order of judgment of any court or have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Directors may be removed without cause by a majority vote of all voting members of the corporation.

Any Director may resign effective upon giving written notice of the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.

Vacancies created by resignation or removal of a Director may be filled only by a majority vote of the voting members present at a regular or special meeting where a quorum of the voting member is present.

A person elected to fill a vacancy as provided in this Section shall hold office until the next annual election of the Board of Directors or until their death, resignation or removal from office.

Section 17. NON-LIABILITY OF DIRECTORS

The Directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person, who is, or was, a Director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought t procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonable incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Public Benefit Corporation Law.

Section 19. INSURANCE FOR CORPORATE AGENTS

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 6. OFFICERS

Section 1. NUMBER OF OFFICERS

The elected officers of this corporation shall be the President, Vice President, Secretary, Chief Financial Officer and Member at large, who shall be designated the Treasurer. Only one office maybe held at one time by the same person.

Section 2. QUALIFICATION, ELECTION AND TERM OF OFFICE

Any auxiliary or regular member may serve as an elected officer of this corporation. Elected officers shall be elected by the voting members at the annual meeting and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

Section 3. SUBORDINATE OFFICERS

The Board of Directors shall appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Section 4. REMOVAL AND RESIGNATION

Any elected officer may be removed, either with or without cause, by a majority vote of all voting members of the corporation. Any officer appointed by the Board of Directors may be removed, either with our without cause, by the Board of Directors at any time.

Any officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein, and, unless necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

Section 5. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, otherwise, of any elected officer shall be filled by the voting members of the corporation. Vacancies occurring in offices of officers appointed at the discretion of the Board of Directors may or may not be filled as the Board shall determine.

Section 6. DUTIES OF FRESIDENT

It shall be the duties of the President to preside over meetings of the corporation. He or she shall enforce all rules and regulations of the By-Laws of the Corporation. He or she shall ensure all meetings are held with decorum and follow the By-Laws of the Corporation and Robert’s Rules of Order. He may appoint committees and their members and require timely reports from said committees.

He or she shall perform such other duties as may now or hereinafter be required.

Section 7. DUTIES OF VICE PRESIDENT

The Vice President shall preside at all meetings and strictly enforce all rules and regulations of the Articles of Incorporation of this corporation and these Bylaws in the absence of the President. The Vice President shall assist the President in the performance of their duties.

Section 8. DUTIES OF MEMBER AT LARGE

The members at large shall assist the President and Vice President in the performances of their duties. In the absence of the President and Vice President, the Member at Large shall officiate in the capacity of President until the President or Vice President is present for duty.

Section 9. DUTIES OF SECRETARY

The Secretary shall certify and keep at the principal office of the corporation the original, or a copy, of the Bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other places as the Board may determine, a book of minutes of all meetings of the Directors and meetings of the membership, and, if applicable, meetings of committees of Directors and members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present at the meeting and the proceedings thereof. See all the notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws. Keep the principal office of the corporation a membership book containing the names of members, date of election to membership, age, occupation, residence and date of resignation or removal from membership. He or she shall also, when any member has charges filed against him, immediately furnish the accused member with a copy of the charges which dismissal is sought, together with a notice of the meeting at which the hearing thereof will be had. Exhibit at all reasonable times to any Director or member of the corporation, or to his or her agent or attorney, on request thereof, the Bylaws, the membership book and the minutes of the proceedings of the Directors and membership meetings of the corporation.

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 10. DUTIES OF TREASURER

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds”, the Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be elected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source. Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any Director or member of the corporation, or to his or her agent or attorney, on request thereof. Render to the Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her form time to time by the Board of Directors.

Section 11. COMPENSATION

No officer, elected or appointed, shall receive a salary for serving as an officer of this corporation.

ARTICLE 7. COMMITTEES

Section 1. OTHER COMMITTEES

The corporation shall have such other committees as many from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board of Directors. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as “advisory” committee.

Section 2. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meeting of committees may be fixed by the resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the previous Bylaws.

ARTICLE 8. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any office or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have the power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by any two of the President, Secretary and Treasurer of the corporation.

Section 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to be credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, request or devise for the charitable or public purposes of this corporation.

ARTICLE 9. CORPORATE RECORDS, REPORTS AND SEAL

Section 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California.

(a) Minutes of all meetings of Directors, committees of the Board and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof.

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(c) A record of its members, indicating their names and address and the class of membership held by each members and the termination date of any membership.

(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

Section 2. CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3. DIRECTORS’ INSPECTION RIGHTS

Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

Section 4. MEMBERS’ INSPECTION RIGHTS

Each and every member shall have the following inspection rights, for a purpose reasonable related to such person’s interest as a member.

(a) To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon five (5) business days prior to written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, a list of names, addresses and voting rights of those members entitled to vote for the election of elective officers as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records or minutes of proceedings of the members or of the Board of committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person’s interests as a member.

Section 5. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

Section 6. ANNUAL REPORT

The Board shall cause an annual report to be furnished not later than sixty (60) days after the close of the corporation’s fiscal year to all Directors of the corporation and to any member who requests it in writing, which report shall contain the following information in appropriate detail:

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

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

The annual report shall be accompanied by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

ARTICLE 10. FISCAL YEAR

Section 1. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.

ARTICLE 11. BYLAWS

Section 1. MEMBERS TO RECEIVE COPY OF BYLAWS

Every regular, associate and junior member shall be given a copy of the Bylaws and all amendments thereto. Honorary members may request to receive a copy of the Bylaws and all amendments thereto.

Section 2. AMENDMENTS

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws may be altered, amended or repealed and new Bylaws adopted by the written ballots of a majority of a quorum of voting members called and noticed for the purpose of amending he Bylaws, or by unanimous written consent of all voting members.

ARTICLE 12. AMENDMENT OF ARTICLES

Section 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF VOTING MEMBERS

Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.

Section 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF VOTING MEMBERS

After members have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the voting members of this corporation.

Section 3. CERTAIN AMENDMENTS

Notwithstanding the above Sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this corporation nor the name and address of its initial agent, except an error in such statement or to delete statement after the corporation has filed a “Statement by Domestic Non-Profit Corporation” pursuant to Section 6210of the California Nonprofit Corporation Law.

ARTICLE 13. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

Section 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSEST

No member, Director, officer, employee or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors, and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall by distributed as required by the Articles by the Articles of Incorporation of this corporation and not otherwise.

The foregoing bylaws were adopted this 6th day of July, 2011, by a majority of voting members present.

Voting members present: 18

Votes for adoption: 16

Votes against adoption: 2