ARTICLE 13
MEETINGS OF MEMBERS
SECTION 13.1 PLACE OF MEETINGS
Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Executive Committee.
SECTION 13.2 ANNUAL AND OTHER REGULAR MEETINGS
The members shall meet annually on the fourth Thursday in June each year, at the regular meeting place, for the purpose of electing officers and transacting other business as may come before the meeting. Cumulative voting for the election of officers shall not be permitted. The candidates receiving the highest number of votes up to the number of officers to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot or show of hands only. The annual meeting of members for the purpose of electing officers shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting.
Other regular meetings of the members shall be held on the fourth Thursday, January through October of each month, and the third Thursday in the months of November and December; at 6:30 P.M. or as designated by the Executive Committee with at least 15 days notification to members. If the day fixed for the annual meeting or other regular meetings falls on a legal holiday, such meeting shall be held at the same hour and place on the next available Thursday.
SECTION 13.3 SPECIAL MEETINGS OF MEMBERS
(a) Persons Who May Call Special Meetings of Members. Special meetings of the members shall be called by the Executive Committee or the President of the corporation. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members.
SECTION 13.4 NOTICE OF MEETINGS
(a) Time of Notice. Whenever members are required or permitted
to take action at a meeting, a written notice of the meeting shall
be given by the Secretary of the corporation not less than ten
(10) nor more than ninety (90) days before the date of the meeting
to each member who, on the record date for the notice of the meeting,
is entitled to vote there t, provided, however, that if notice
is given by mail, and the notice is not mailed by first-class,
registered, or certified mail, that notice shall be given twenty
(20) days before the meeting.
b) Manner of Giving Notice. Notice of a members' meeting or any
report shall be given either personally or by mail or other means
of written communication, addressed to the member at the address
of such member appearing on the books of the corporation or given
by the member to the corporation for the purpose of notice; or
if no address appears or is given, at the place where the principal
office of the corporation is located or by publication of notice
of the meeting at least once in a newspaper of general circulation
in the county in which the principal office is located. Notice
shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other
means of written communication.
(c) Contents of Notice. Notice of a membership meeting shall state
the place, date, and time of the meeting and (1) in the case of
a special meeting, the general nature of the business to be transacted,
and no other business may be transacted, or (2) in the case of
a regular meeting, those matters which the Board, at the time
notice is given, intends to present for action by the members.
Subject to any provision to the contrary contained in these Bylaws,
however, any proper matter may be presented at a regular meeting
for such action. The notice of any meeting of members at which
officers are to be elected shall include the names of all those
who are nominees at the time notice is given to members.
(d) Notice of Meetings Called by 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 or by telegraph
to the President, Vice President or Secretary of the corporation.
The officer receiving the request shall promptly cause notice
to be given to the members entitled to vote that a meeting will
be held, stating the date of the meeting. The date for such meeting
shall be fixed by the Board and shall not be less than thirty-five
(35) nor more than ninety (90) days after the receipt of the request
for the meeting by the officer. If the notice is not given within
twenty (20) days after the receipt of the request, persons calling
the meeting may give the notice themselves.
(e) Waiver of Notice of Meetings. The transactions of any meeting
of members, however called and noticed, and wherever held, shall
be as valid as though taken at a meeting duly held after regular
call and notice, if a quorum is present either in person or by
proxy, and if, either before or after the meeting, each of the
persons entitled to vote, not present in person or by proxy, signs
a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers,
consents and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. Waiver of notices
or consents need not specify either the business to be transacted
or the purpose of any regular or special meeting of members, except
that if action is taken or proposed to be taken for approval of
any of the matters specified in subparagraph (f) of this section,
the waiver of notice or consent shall state the general nature
of the proposal.
(f) Special Notice Rules for Approving Certain Proposals. If action
is proposed to be taken or is taken with respect to the following
proposals, such action shall be invalid unless unanimously approved
by those entitled to vote or unless the general nature of the
proposal is stated in the notice of meeting or in any written
waiver of notice:
1. Removal of officers without cause;
2. Filling of vacancies on the Board by members;
3. Amending the Articles of Incorporation; and
4. An election to voluntarily wind up and dissolve the corporation.
SECTION 13.5 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 or by proxy 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 forty-five (45) days.
Notwithstanding any other provision of this Article, if this corporation authorizes members to conduct a meeting with a quorum of less than one-third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person or by proxy, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.
SECTION 13.6 MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number.
SECTION 13.7 VOTING RIGHTS
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Officers, however, may be by ballot.
SECTION 13.8 PROXY VOTING
Members entitled to vote may not be permitted to vote or act by proxy. If membership voting by proxy is not allowed by the preceding sentence, no provision in this or other sections of these Bylaws referring to proxy voting shall be construed to permit any member to vote or act by proxy.
SECTION 13.9 CONDUCT OF MEETINGS
Meetings of members shall be presided over by the President of the Board, or, if the President is not available, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present in person or by proxy. 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.
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 of this corporation, or with any provision of law.
SECTION 13.10 ACTION BY WRITTEN BALLOT WITHOUT A MEETING
Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 13.4(b) of this Article.
All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Officers may be elected by written ballot. Such ballots for the election of officers shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of officers is withheld, they shall not be counted as votes either for or against the election of a officer.
A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.
SECTION 13.11 REASONABLE NOMINATION AND ELECTION PROCEDURES
This corporation shall make available to members reasonable nomination and election procedures with respect to the election of officers by members. Such procedures shall be reasonable given the nature, size and operations of the corporation, and shall include:
(a) A reasonable means of nominating persons for election as
officers.
(b) A reasonable opportunity for a nominee to communicate to the
members the nominee's qualifications and the reasons for the nominee's
candidacy.
(c) A reasonable opportunity for all nominees to solicit votes.
(d) A reasonable opportunity for all members to choose among the
nominees.
Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage), the corporation shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably elated to the election, unless the corporation within five (5) business days after the request allows the nominee, at the corporation's option, the right to do either of the following:
1. inspect and copy the record of all members' names, addresses
and voting rights, at reasonable times, upon five (5) business
days' prior written demand upon the corporation, which demand
shall state the purpose for which the inspection rights are requested;
or
2. obtain from the Membership Chairperson, upon written demand,
a list of the names, addresses and voting rights of those members
entitled to vote for the election of officers, as of the most
recent record date for which it has been compiled or as of any
date specified by the nominee subsequent to the date of demand.
The demand shall state the purpose for which the list is requested and 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 the date as of which the list is to be compiled.
If the corporation distributes any written election material soliciting votes for any nominee for officer at the corporation's expense, it shall make available, at the corporation's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.
Generally, any person who is qualified to be elected to the Executive Committee shall be nominated at the annual meeting of members held for the purpose of electing officers by any member present at the meeting in person or by proxy. However, if the corporation has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5521 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the Executive Committee.
If this corporation has five thousand (5,000) or more members, then the nomination and election procedures specified in Section 5522 of the California Nonprofit Corporation Law shall be followed by this corporation in nominating and electing persons to the Executive Committee.
SECTION 13.12 ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.
SECTION 13.13 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 set by a vote of a majority of the Board Of Directors. Such record date shall not be more than 90 days nor less than 10 days before the date of the meeting or date which the members are entitled to exercise any rights in respect of voting or other lawful action.
SECTION 14
SECTIONS OF THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW
The following sections of the California Nonprofit Public Benefit Corporation Law are referenced herein:
1. Section 5150 - Bylaws
2. Section 5212 - Appointment of Committees
3. Section 5230 - Duties and liabilities of directorsof nonprofit public benefit corporation
4. Section 5233 - Material Financial Interest
5. Section 5238 - Indemnification of Agents
6. Section 5342 - Termination of Corporation
7. Section 5521 - Additional Provisions Relating to Election of Directors
8. Section 5522 - Additional Provisions Relating to Election of Directors
9. Section 6210 - Required annual filings; Effect of filings on persons dealing with corporation
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the Articles of Incorporation of Thousand Oaks Personal Computer Club, Incorporated, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of twenty seven (27) pages, as the Bylaws of this corporation.
Dated: ___________
____________________________________________, Director
Harry Isaman 2539 Carpenter St., Thousand Oaks, CA 91362
____________________________________________, Director
Richard Uhlman 2795 E. Currier Ave., Simi Valley, CA 93065
____________________________________________, Director
Charles Johnson 632 Briar Cliff Rd. Thousand Oaks, CA 91360
____________________________________________, Director
Max Munk 31917 Lyndbrook Ct. Westlake Village, CA 91361
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board Of Directors of said corporation on the date set forth below.
Dated: ___________
____________________, Secretary