Los Angeles Chapter - Studebaker Driver's Club
A California Nonprofit Public Benefit Corporation
ARTICLE IV OFFICERS
Section 1. NUMBER OF OFFICERS:
The officers of this Corporation shall consist of a President, one or more Vice-Presidents (the number hereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as the Board of Directors may determine. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. ELECTION AND TERM OF OFFICE
The officers shall be elected annually by the Board of Directors at the regular annual meeting (or as soon thereafter as possible) of the Corporation and shall take office immediately upon election. Any other officers determined necessary or desirable by the Directors may be elected by the Directors and shall take office at a date and time designated by the Directors.
Section 3. VOTING
Officers shall not have voting rights. However, an officer may also be a director and, as such, shall have the voting rights and all other rights and privileges of a director.
Section 4. COMPENSATION
Officers shall serve without compensation, except when a reimbursement of expenses is decided upon by a majority vote of the Board of Directors who vote.
Section 5. RESIGNATION AND REMOVAL
Any officer may resign by submitting his written resignation to the Corporation at its principal office and to the President, and such resignation shall be effective upon receipt, unless it is specified to be effective at some later time. Any officer may be removed as set forth heretofore in these Bylaws under Termination of Membership in Article II.
Section 6. VACANCIES
Any vacancy caused by the death, resignation, removal, or disqualification, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies shall be filled within sixty (60) days of receipt of notification. Vacancies occurring in offices that were appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section 7. DUTIES OF PRESIDENT
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall, subject to the direction and control of the Board of Directors, preside when present, at all meetings of the Board of Directors and at all meetings of the members. The President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 8. DUTIES OF VICE-PRESIDENT
The Vice-President shall assist the President and in the absence of the President, or in the event of the Presidentís inability or refusal to act, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 9. DUTIES OF SECRETARY
The Secretary shall:
Be custodian of the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees and of members, recording therein the time and place of holding, whether regular, special, or emergency, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof,
Keep a membership book containing the name and address of each member, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Act as liaison between the Corporation and the members, making sure that notices, minutes, voting issues, form changes, etc. are sent to the members on a timely basis. Exhibit at all reasonable times to any Director or Officer of the Corporation, or to his/her agent or attorney, on request thereof, the Bylaws, the membership book and the minutes of the proceedings of the Directors of the Corporation. In general, be custodian of the records of the Corporation other than record keeping specifically assigned to other members and to perform such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. Upon leaving office, all records shall be turned over to the Corporation or the newly elected Secretary within fourteen (14) days.
Section 10. DUTIES OF TREASURER
The Treasurer shall: Subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the Corporation. 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, and disbursements. Exhibit at all reasonable times the books of account and financial records to any Director or Officer of the Corporation, or to his or her agent or attorney, upon request of same. Obtain services of a competent professional (if needed) to perform filing of both State(s) and Federal annual tax returns. Render to the President and Directors, whenever requested, and at each annual meeting, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation. 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, by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. Upon leaving office, all records shall be turned over to the Corporation or the newly elected Treasurer within fourteen (14) days.
ARTICLE V MEETINGS
Section 1. PLACE OF MEETINGS
Meetings shall be held within or without the State of California as designated from time to time by resolution of the Board of Directors. Any meeting, regular, special, or emergency, may be held by conference telephone or similar communications equipment.
Section 2. ANNUAL MEETING
There shall be an annual meeting of the Officers and Directors of the Corporation. Said meeting shall be held at such date, time and place as the Directors may determine.
Section 3. SPECIAL OR EMERGENCY MEETINGS
The Board of Directors may meet at any time throughout the year as deemed necessary by the President or by a vote of the majority of the Board of Directors, or not less than one-tenth of the members having voting rights. The transactions of any emergency meeting of the Board are as valid as though the meeting had been duly held after proper call and notice, provided that after the meeting the minutes are sent to each Director and approved by a majority vote of those Directors who vote.
Section 4. NOTICE OF MEETINGS
Notice of the annual meeting setting forth the date, time, and place shall be mailed by the Executive Secretary to all officers and directors not less than thirty (30) or more than sixty (60) days prior to the date thereof. Such notice to contain an agenda of the business to be transacted. Notice of special meetings setting forth the date, time, place and business to be transacted shall be communicated to all officers and directors, by the Secretary or the President, not less than seven (7) days-prior to the date thereof. Notice of emergency meetings will be given to all officers and directors by telephone or telegram at least 24 hours in advance.
Section 5. QUORUM FOR MEETINGS
At any meeting of the Directors, a majority (more than half) of the Directors shall constitute a quorum for the transaction of business. A quorum may be met by including the count of proxies from absentee directors, however, in such an instance only that business included on the proxy may be transacted, In the absence of a quorum, the meeting may without further notice adjourn to another time.
Section 6. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President or, in his or her absence, by the Vice-President or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary shall act as Secretary of all meetings of the Board. 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 Rules 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, or with provisions of law.
ARTICLE VI COMMITTEES
Section 1. EXECUTIVE COMMITTEES
Executive committees, consisting of at least three (3) members, shall be sought as volunteers from the Directors and Officers of the Corporation by the President (when needed) for membership, nominations, bylaws, annual meetings, finances, fund-raising, standard forms, and other committees that may from time to time be designated by resolution of the Board of Directors. The President may delegate to such committees any of the powers and authority deemed necessary by the Board to complete its task. The President shall have the power to fill any vacancies that may arise on these committees and will be considered an ex-officio member of all such committees.
Section 2. OTHER COMMITTEES
The Corporation shall have such other committees as may 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 nor even members of the Corporation. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.
ARTICLE VII INDEMNIFICATION AND INSURANCE
Section 1. INDEMNIFICATION
The Board of Directors, Officers, and Representatives shall not be liable, individually or collectively, for any act performed for or on behalf of the Corporation, where such act is performed in good faith and in furtherance of the Corporation's stated goals and objectives. Whenever any officer, board member, or representative shall be held liable for an act performed in good faith and for the benefit of the Corporation then he or she shall be held harmless and be indemnified by the Corporation out of the corporate funds, if any. The board members, officers, and representatives shall be liable for debts incurred by the Corporation only to the extent of the corporate funds, and all persons extending credit or contracting with, or having any claims against the Corporation shall look only to the corporate funds for payment of any such debts, damage, judgment or decree. The Board members, Officers, and Representatives of a Corporation, present or future, shall not be personally liable for any such claim or demands.
Section 2. INSURANCE
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, Representative or other agent of the Corporation) against any liability other than for violating provisions of law.
ARTICLE VIII EXECUTION OF INSTRUMENTS, DEPOSIT AND FUNDS
Section 1. EXECUTION OF INSTRUMENTS
All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an Officer of the Corporation on its behalf shall be signed by the President or the Treasurer, except as the Directors may generally, or in particular cases, otherwise determine. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Corporation by the President or the Vice President and the Treasurer (who may be one and the same person) shall be binding on the Corporation in favor of a purchaser or other person relying in good faith on such instrument not withstanding inconsistent provisions of the Articles of incorporation, bylaws, or resolutions or votes of the Corporation.
Section 2. VOTING OF SECURITIES
Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act or proxy or attorney in fact for this Corporation at any meeting of any stockholders of any other Corporation, the securities of which may be held by this Corporation.
Section 3. DEPOSITS
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Treasurer may select.
Section 4. GIFTS
The Board of Directors, any Officer, or any Representative may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this Corporation. However, no one will have the power to commit to corporate favors for having received said gifts.
ARTICLE IX AMENDMENT OF BYLAWS
These Bylaws may at any time be amended or repealed in whole or in part by a majority vote of the Board of Directors who vote provided that the substance of any proposed change be stated in the notice of the meeting at which such action is to be taken or included on a ballot sent to all Directors.
ARTICLE X DEFINITIONS
Section 1. ARTICLES OF INCORPORATION AND BYLAWS
All references in these Bylaws to the Articles of Incorporation and to these Bylaws shall be deemed to refer, respectively, to the Articles of Incorporation and the Bylaws of the Corporation as amended and in effect from time to time.
KNOW ALL PERSONS BY THESE PRESENTS:
That I, the undersigned, the duly elected and acting Secretary of LA Chapter of the Studebaker Driver's Club do certify, that the above and foregoing Code of Bylaws was submitted to the members at their first meeting held on the _____ day of ______________, 1996 and was ratified by the vote of members entitled to exercise the majority of the voting power of said Corporation.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this _____ day of _____________, 1996.
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