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BYLAWS OF A.T.A.M.A.
ARTICLE I NAME
The Name of this corporation is A.T.A.M.A., American Teachers Association of the Martial Arts.
ARTICLE II
OFFICES
SECTION 2.01.
PRINCIPAL OFFICE
The principal office for the
transaction of the activities and affairs of the corporation
(“principal office”) is located at Santa Clara County,
California. The Board of Directors (“the Board”) may change the
principal office from one location to another which shall be
noted by the Secretary on these Bylaws opposite this section, or
this section may be amended to state the new location.
SECTION 2.02.
OTHER OFFICES
The Board may at any time
establish branch or subordinate offices at any place or places
where the corporation is qualified to conduct its activities.
ARTICLE III
PURPOSES AND LIMITATIONS
SECTION 3.01.
PURPOSES
(a) 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 1954 (or the
corresponding provision of any future United State Internal
Revenue Law). Notwithstanding 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 purposes 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 1954 (or the corresponding provision of
any future United State Internal Revenue Law); (ii) 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 State Internal
Revenue Law).
(b) The specific purpose of this
corporation is to bring together the many and varied systems and
styles of the martial arts through educational programs and
seminars, to promote the sharing of knowledge, and to establish
a course and curriculum of instruction in all matters related to
the martial arts, leading to the certification and credentialing
of black belt instructors as teachers of the martial arts.
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) and 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 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(c)(3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United State Internal
Revenue Law).
ARTICLE IV
MEMBERSHIP
SECTION 4.01.
MEMBERSHIP STATUS
This corporation shall have no
members.
SECTION 4.02.
OTHER PERSONS ASSOCIATED
WITH THE CORPORATION
The corporation may refer to
persons of instructor status (i.e., black belt rank or its
equivalent) or other persons or entities associated with it as
“associates.” The corporation may refer to persons of other than
instructor status (i.e., of a rank below that of black belt or
its equivalent) as “student associates.” These persons and
entities are not Directors as set forth in Article V of these
Bylaws, and no such reference shall constitute anyone a member
within the meaning of Section 5056 of the California
Corporations Code.
SECTION 4.03.
DUES AND FEES
Each associate and student
associate must pay, within the time and on the conditions set by
the Board, the dues and/or fees in amounts to be fixed from time
to time by the Board.
SECTION 4.04.
GOOD STANDING
Those associates and student
associates who have paid the required dues/fees in accordance
with these Bylaws, and whose status has not been revoked or
suspended, shall be associates and student associates in good
standing. However, associate and student associate status may be
revoked or suspended at any time at the sole discretion of the
Board and said dues/fees shall be non-refundable.
ARTICLE V
DIRECTORS
SECTION 5.01.
POWERS
(a) General corporate powers.
Subject to the provisions and limitations of the California
Nonprofit Public Benefit 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 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
officers, agents and employees of the corporation; prescribe
powers and duties for them that are consistent with law, with
the Articles of Incorporation and with these Bylaws; and fix
their compensation and require from them security for faithful
performance of their duties.
(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.
(iv) Borrow money and incur indebtedness on behalf of the
corporation and cause to be executed and delivered for the
purposes of the corporation, in the corporate name, promissory
notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations and other evidences of debt and securities.
SECTION 5.02.
NUMBER AND SELECTION OF DIRECTORS
AND RESTRICTIONS ON DIRECTORS
(a) Authorized number. The
authorized number of Directors shall be twelve (12). Directors
need not be residents of the State of California.
(b) Selection. The Board of Directors shall be selected as
follows:
(i) Initial Directors. The initial Board members shall be
elected by incorporator(s) names in the corporation’s Articles
of Incorporation.
(ii) Subsequent Directors. At the expiration or earlier
termination of the terms of office of the initial Directors,
their successors shall be chosen by a majority vote of the
members of the Board then in office, whether or not less than a
quorum, or by a sole remaining Director.
(c) Restriction on Directors. Not more than forty-nine percent
(49%) of the persons serving on the Board may be interested
persons. An interested person is (1) any person being
compensated by the corporation for services rendered to it
within the previous twelve (12) months, whether as a full-time
or part-time employee, independent contractor, or otherwise; and
(2) 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 such person. However, any
violation of the provisions of this paragraph shall not affect
the validity or enforceability of any transaction entered into
by the corporation. A Director may not participate in any vote
on any proposed transaction with another organization or entity
of which such Director is also an employee, principal, or
Director.
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 one (1) year.
(a) Events 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 a 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 a duty
under Section 5230 and following of the California Nonprofit
Public Benefit Corporation Law.
(b) Resignations. Except as provided in this subsection, any
Director may resign effective upon giving written notice to the
Chairman of the Board, if any, or the President or the Secretary
of the Board, unless such notice specifies a later time for the
resignation to become effective. Except upon notice to the
Attorney General of the State of California, no Director may
resign when the corporation would then be left without a duly
elected Director or Directors in charge of its affairs.
(c) Filling vacancies. Any vacancy on the Board shall be filled
by vote of the remaining Directors, whether or not less than a
quorum or by a sole remaining Director.
(d) No vacancy on reduction of the number of Directors. No
reduction of the authorized number of Directors shall have the
effect of removing any Director before the Director’s 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 corporation or at such other
place as has been designated by the Board. In the absence of any
such designation, meetings shall be held at the principal office
of the corporation. Any meeting may be held by conference
telephone or similar communication equipment, so long as all
Directors participating in the meeting can hear one another, and
all such Directors shall be deemed to be present in person at
such meetings.
SECTION 5.06.
ANNUAL, REGULAR AND SPECIAL MEETINGS
(a) Annual Meeting. The Board
shall hold an annual meeting in conjunction with the regularly
scheduled Board meeting in the month of March of each year for
the purpose of organization, election of officers and the
transaction of other business; provided, however, that the Board
may fix another time for the holding of its annual meeting.
Notice of this meeting shall not be required.
(b) Other Regular Meetings. The Board shall hold at least
regular business meetings throughout the year; said meetings
shall be held without call on a date to be fixed by resolution
of the Board; provided, however, any given monthly meeting may
be dispensed with by majority vote of the Board. Such regular
meetings may be held without notice.
(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 personal delivery of written notice;
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;
4. by telegram, charges prepaid; or
5. by electronic communication (“e-mail”)
All such notices shall be given or sent to the Director’s
address and/or telephone number and/or e-mail address as shown
on the records of the corporation.
b. Time Requirements. Notices sent by first-class mail shall be
deposited in the United States mails at least four (4) days
before the time set for the meeting. Notices given by a personal
delivery, telephone, telegraph, or e-mail shall be delivered,
telephoned, given to the telegraph company, or electronically
mailed at least forty-eight (48) hours before the time set for
the meeting.
c. Notice of Contents. The notice shall state the time of the
meeting, and the place if the place is other than the principal
office of the corporation. It need not specify the purpose of
the meeting.
SECTION 5.07.
QUORUM
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 a majority of the Directors present at a meeting duly
held at which a quorum is present shall be regarded as 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.
WAIVER OF NOTICE
Notice of a meeting need not be
given any Director who signs a waiver of notice or a written
consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting. The waiver of
notice or consent need not specify the purpose of the meeting.
All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.
Notice of a meeting need not be given any Director who attends
the meeting without protesting before or at its commencement the
lack of notice to such Director.
SECTION 5.09.
ADJOURNMENT
A majority of the Directors
present, whether or not a quorum is present, may adjourn any
meeting to another time and place.
SECTION 5.10.
NOTICE OF ADJOURNED 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 5.11.
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 purposes of this Section 5.11
only, “all members of the Board” shall not include Directors who
have a material financial interest in a transaction to which the
corporation is a party.
SECTION 5.12.
VOTING RIGHTS
In addition to the individual
Directors, the Chairman of the Board, if any, the President,
Vice President(s), Secretary, Treasurer, and the President of
each local or regional chapter of ATAMA shall be allowed to
participate in the conduct of the Board’s business, shall be
entitled to notice as otherwise provided herein, and shall be
entitled to vote on all matters to the same extent as permitted
by the Directors; provided, however, that no individual person
holding multiple offices as authorized under Section 7.01 shall
be entitled to more than one vote.
ARTICLE VI
COMMITTEES
SECTION 6.01.
COMMITTEES OF THE BOARD
The Board, by resolution adopted
by a majority of the Directors then in office, may create one or
more committees, each consisting of two or more Directors, to
serve at the pleasure of the Board. Appointments to committees
of the Board shall be by majority vote of the Directors then in
office. The Board may appoint one or more Directors as alternate
members of any such committee, who may replace an absent member
at any meeting. Any such committee, to the extent provided in
the resolution of the Board, shall have all of the authority of
the Board, except that no committee, regardless of Board
resolution, may:
(a) fill vacancies on the Board or in any committee which has
the authority of the Board;
(b) establish or fix compensation of the Directors for serving
on the Board or on any committee;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the Board which by its
express terms is not so amendable or repeal able;
(e) appoint any other committees of the Board or the members of
these committees;
(f) approve any contract or transaction to which the corporation
is a party and in which one or more of its Directors has a
material financial interest, except as such approval is provided
for in Section 5233(d)(3) of the California Corporations Code.
SECTION 6.02.
MEETINGS AND ACTION OF THE COMMITTEES
Meetings and action of committees
of the Board shall be governed by, held and taken in accordance
with the provisions of Article V of these Bylaws, concerning
meetings and other action of the Board, except that the time for
regular meetings of such committees and the calling of special
meetings thereof may be determined either by resolution of the
Board or, if there is no Board resolution, by resolution of the
committee of the Board. Minutes shall be kept of each meeting of
any committee of the Board and shall be filed with the corporate
records. The Board may adopt rules for the government of any
committee not inconsistent with the provisions of these Bylaws
or in the absence of rules adopted by the Board, the committee
may adopt such rules.
ARTICLE VII
OFFICERS
SECTION 7.01.
OFFICERS
The officers of the corporation
shall include a President, a Secretary and a Chief Financial
Officer. The corporation may also have, at the Board’s
discretion, a Chairman of the Board, one or more Vice
Presidents, one or more assistant Secretaries, one or more
assistant Treasurers, and such other officers as may be
appointed in accordance with Section 7.03 of these Bylaws. Any
number of offices may be held by the same person, except that
neither the Secretary nor the Chief Financial Officer may serve
concurrently as either the President or the Chairman of the
Board.
SECTION 7.02.
ELECTION OF OFFICERS
The officers of the corporation,
except those appointed in accordance with the provisions of
Section 7.03 of this Article VII, shall be chosen by the Board
of Directors, and each shall serve at the pleasure of the Board,
subject to the rights, if any, of an officer under any contract
of employment.
SECTION 7.03.
OTHER OFFICERS
The Board may appoint and may
authorize the Chairman of the Board or the President or another
officer to appoint any other officers that the corporation may
require, each of whom 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.
SECTION 7.04.
REMOVAL OF OFFICERS
Subject to the rights, if any, of
an officer under any contract of employment, any officer may be
removed, with or without cause, by the Board of Directors, or,
except in case of an officer chosen by the Board of Directors,
by an officer on whom such power of removal may be conferred by
the Board of Directors.
SECTION 7.05.
RESIGNATION OF OFFICERS
Any officer may resign upon
written notice to the corporation without prejudice to the
rights, if any, of the corporation under any contract to which
the officer is a party.
SECTION 7.06.
VACANCIES IN OFFICE
A vacancy occurring in any office
because of death, resignation, removal or other cause, shall be
filled in the manner prescribed by these Bylaws for regular
appointments to that office.
SECTION 7.07.
RESPONSIBILITIES OF OFFICERS
(a) Chairman of the Board. If a
Chairman of the Board is elected, he or she shall preside at
meetings of the Board and shall exercise and perform such other
powers and duties as the Board may assign from time to time. If
there is no President, the Chairman of the Board shall also be
the Chief Executive Officer and shall have the powers and duties
of the President of the corporation prescribed by these Bylaws.
(b) President/Chief Executive Officer. Subject to the control
and supervision of the Board, the President shall be the Chief
Executive Officer and general manager of the corporation and
shall generally supervise, direct and control the activities and
affairs and the officers of the corporation. The President, in
the absence of the Chairman of the Board, or if there be none,
shall preside at all meetings of the Board. The President shall
have such other powers and duties as may be prescribed by the
Board or these Bylaws.
(c) Vice Presidents. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank,
shall perform all of the duties of the President and, when so
acting, shall have all the powers of and be subject to all of
the restriction upon the President. The Vice Presidents shall
have such other powers and perform such other duties as from
time to time may be prescribed for them by the Board or the
Bylaws.
(d) Secretary.
(i) Book of Minutes. The Secretary shall keep or cause to be
kept, at the principal office or such other place as the Board
may direct, a book of minutes of all meetings and actions of the
Board and of committees of the Board. The Secretary shall also
keep, or cause to be kept, at the principal office in the State
of California, a copy of the Articles of Incorporation and
Bylaws, as amended to date. If the corporation is one having
members, the Secretary shall also maintain a complete and
accurate record of the membership of the corporation, as well as
the record of the proceedings of all meetings of the membership.
(ii) Notices, seal and other duties. The Secretary shall give,
or cause to be given, notice of all meetings of the Board and of
committees of the Board required by these Bylaws to be given.
The Secretary shall keep the seal of the corporation in safe
custody and shall have such other powers and perform such other
duties as may be prescribed by the Board or the Bylaws.
(e) Chief Financial Officer.
(i) Books of account. The Chief Financial Officer of the
corporation shall keep or maintain, or cause to be kept or
maintained, adequate and correct books and accounts of the
properties and transactions of the corporation, and shall send
or cause to be sent to the Directors such financial statements
and reports as are required by law or these Bylaws to be given.
The books of account shall be open to inspection by any Director
at all reasonable times.
(ii) Deposit and disbursement of money and valuables. The Chief
Financial Officer shall deposit all money and other valuables in
the name and to the credit of the corporation with such
depositories as may be designated by the Board, shall disburse
the funds of the corporation as may be ordered by the Board,
shall render to the President of the Board, if any, when
requested, an account of all transactions as Chief Financial
Officer and of the financial condition of the corporation and
shall have other powers and perform such other duties as may be
prescribed by the Board or the Bylaws.
(iii) Bond. If required by the Board, the Chief Financial
Officer shall give the corporation a bond in the amount and with
the surety or sureties specified by the Board for faithful
performance of the duties of the office and for restoration to
the corporation of all its books, papers, vouchers, money and
other property of every kind in the possession or under the
control of the Chief Financial Officer upon death, resignation,
retirement or removal from office.
(f) Board of Directors. To establish a listing of designated and
recognized teaching levels for associates of ATAMA, to provide
for the establishment of a course and curriculum of instruction
in all matters determined by the Board to be related to the
martial arts, to set minimum educational standards and
requirements for the certification, re-certification,
credentialing, and re-credentialing of associate black belt
instructors as teachers of the martial arts, and to oversee the
issuance of all teaching titles, certifications, and credentials
within the organization.
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 Corporations Code,
including persons formerly occupying any such positions, 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 including
an action by or in the right of the corporation, by reason of
the fact that such person is or was a person described by such
Section. “Expenses”, as used in the Bylaw, shall have the same
meaning as in Section 5238(a) of the California Corporations
Code.
(b) Approval of Indemnity. Upon written request to the Board by
any person seeking indemnification under Section 5238(b) or
Section 5238(c) of the California Corporations 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 proceeding 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 met.
(c) Advancement of Expenses. To the full extent permitted by law
and except as 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
an 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 thereof.
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; and,
(b) Minutes in written form of the proceedings of the Board and
committees of the Board.
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 a Director may be made in
person or by an agent or attorney, and the right of inspection
includes the right to copy and make extracts of documents.
SECTION 9.03.
ANNUAL REPORT
Except as provided under Section
6321(c)(d) or (f) of the California Corporations 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 receipts 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 by Section 9.04.
SECTION 9.04.
ANNUAL STATEMENT OF CERTAIN
TRANSACTIONS AND INDEMNIFICATIONS
The corporation shall prepare
annually and furnish to each director a statement of any
transaction of indemnification of the following kind within one
hundred twenty (120) days after the close of the fiscal year of
the corporation:
(a) Any transaction to which the corporation, its parent or its
subsidiary was a party, and in which any Director or officer of
the corporation, its parent or subsidiary (but mere common
directorship shall not be considered such an interest) had a
direct or indirect material financial interest, if such
transaction involved over fifty thousand dollars ($50,000), or
was one of a number of transactions with the same person
involving, in the aggregate, over fifty thousand dollars
($50,000).
(b) Any indemnifications or advances aggregating to more than
ten thousand dollars ($10,000) paid during the fiscal year to
any officer or Director of the corporation pursuant to Section
8.01 hereof.
The statement shall include a brief description of the
transaction, the names of the Director(s) or officer(s)
involved, their relationship to the corporation, the nature of
such person’s interest in the transaction and, where
practicable, the amount of such interest; provided, that in the
case of a partnership in which such person is a partner, only
the interest of the partnership need be stated.
ARTICLE X
CONSTRUCTION AND DEFINITIONS
Unless the contest otherwise
requires, the general provisions, rules of construction and
definitions in the California Nonprofit Public Benefit
Corporation Law shall govern the construction of these Bylaws.
Without limiting the generality of the above, the masculine
gender includes the feminine and neuter, the singular includes
the plural and the plural includes the singular, and the term
“person” includes both a legal entity and a natural person.
ARTICLE XI
AMENDMENTS
SECTION 11.01.
ACTION BY THE BOARD
The Bylaws may be amended or
repealed and new Bylaws may be adopted by a majority vote of the
Board.
SECTION 11.02.
LIMITATIONS ON AMENDMENT OF BYLAWS
Where any provision of these
Bylaws requires the vote of a larger proportion of the Directors
than otherwise is required by law, such provision may not be
altered, amended or repealed except by the vote of such greater
number. No amendment may extend the term of a Director beyond
that for which such Director was elected.
SECTION 11.03.
MAINTENANCE OF RECORDS
The Secretary of the corporation
shall see that a true and correct copy of all amendments of the
Bylaws, duly certified by the Secretary, is attached to the
official Bylaws of the corporation and is maintained with the
official records of the corporation at the principal office of
the corporation. |
