NEW BASIN BLUES RUNNING CLUB
A California Nonprofit Public Benefit Corporation
AMENDED AND RESTATED BYLAWS
ARTICLE I GENERAL PROVISIONS
Section 1. NAME
The name of this Corporation is New Basin Blues
Running Club. It may be informally known as Basin Blues.
Section 2. OBJECTIVES AND PURPOSES
a) To provide organized walking and running events
principally in the San Fernando Valley north of Los Angeles, California. The
events will be open to both the general public and to members of the New
Basin Blues Running Club.
b) To provide local running, walking and racing
information.
Section 3. PRINCIPAL OFFICE
The principal office of the Corporation for the
transaction of its business is located in the city of Los Angeles, Los
Angeles County, California.
Section 4. CHANGE OF ADDRESS
The county of the Corporation's principal office can be
changed only by amendment of these Bylaws and not otherwise. The Board of
Directors may, however, change the principal office from one location to
another within the named county by noting the changed address and effective
date below, and such changes of address shall not be deemed an amendment of
these Bylaws.
Section 5. OTHER OFFICES
The Corporation may also have offices at such other
places, within or without the state of California, where it is qualified
(within the County or State) to do business, as its business may require and
as the Board of Directors may, from time to time, designate.
Section 6. FISCAL YEAR
Except as from time to time otherwise determined by the
Board of Directors, the fiscal year of the Corporation shall be ended on the
last day of June of each year.
ARTICLE II MEMBERS
Section 1. CLASS AND NUMBER OF MEMBERS
The Corporation shall have one class of members. There is
no limit on the number of members the Corporation may admit.
Section 2. DETERMINATION AND RIGHTS OF MEMBERS
Except as expressly provided in or authorized by the
Articles of Incorporation or Bylaws of this Corporation, all members shall
have the same rights, privileges, restrictions and conditions.
Section 3. QUALIFICATIONS AND ADMISSION OF MEMBERS
Any person is qualified to become a member of this
Corporation, however, membership may be denied any person whose actions have
been found to be contrary to the Corporation's stated objectives and
purposes.
Section 4. SPECIAL CLASSES OF MEMBERSHIP
The Board of Directors may create classes of membership
such as honorary director, honorary members, associate directors, regional
directors, friends, alumni and the like, and may elect persons to those
classes for such terms and on such conditions as the directors determine and
may assign to such persons such responsibilities, duties and privileges as
the directors determine. Persons admitted, by a majority vote of those
directors who vote, to such classes of membership shall not be directors or
members for the purposes of these Bylaws and shall not have the same rights,
privileges, restrictions and conditions as an active member as described
herein.
Section 5. FEES, DUES AND ASSESSMENTS
The annual dues, if any, payable to the Corporation by
members shall be in such amount as may be determined from time to time by
resolution of the Board of Directors.
Section 6. NON-LIABILITY OF MEMBERS
A member of this Corporation is not, as such, personally
liable for the debts, liabilities, or obligations of the Corporation.
Section 7. TERMINATION OF MEMBERSHIP
Membership may be terminated by: (a) Written resignation
or death of member. (b) Failure to pay dues within thirty (30) days of being
notified for same. (c) Expulsion upon a determination that the member has
engaged in conduct materially and seriously prejudicial to the interests or
purposes of the Corporation.
A membership may be terminated by a majority vote of
those directors who vote. The directors shall thereupon notify said member
in writing of his/her expulsion and the reasons therefore. Said member may
request a hearing (in writing) if request is submitted within ten (10) days
of receipt of termination. The decision of the directors after said hearing
is granted, shall be final.
Section 8: VOTING RIGHTS
Each member shall be entitled to one vote on each matter
submitted to a vote of the members.
ARTICLE III DIRECTORS
Section 1. NUMBER OF DIRECTORS
The Corporation shall have five Directors; collectively
they shall be known as the Board of Directors. Directors shall be members of
the Corporation.
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 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 perform any and
all duties imposed on them collectively or individually by law, by the
Articles of Incorporation, or by these Bylaws.
Section 4. ELECTION AND TERM OF OFFICE
Directors shall be elected every two years by a majority
of the members present at the last annual meeting proceeding June 30 of the
election year. The members to serve a two year term to commence at the
annual meeting of the Corporation. All Directors shall hold office until the
next election or resignation and until their respective successors are
chosen.
Section 5. ACTION BY CONSENT
Any action by the directors may be taken without a
meeting if a written consent thereto is signed by a majority vote of
directors who vote and filed with the records of the meetings of the
directors. Such consent shall be treated for all purposes as a vote at a
meeting, and the vote of the majority shall decide any matter, unless a
different vote is specified by law, the Articles of Incorporation or these
Bylaws.
Section 6. COMPENSATION
Directors 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 7. RESIGNATION AND REMOVAL
Any director may resign by submitting a written
resignation to the board of directors 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 director may be removed as
set forth heretofore in these Bylaws under Termination of Membership in
Article II.
Section 8. VACANCIES
In the event of a vacancy on the Board of Directors
caused by death, resignation, or removal from office, the Board of Directors
shall forthwith appoint a new Director. Such appointee will serve until a
successor is elected as heretofore provided.
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. 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 4. 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 5. 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 6. 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 7. DUTIES OF VICE-PRESIDENT
The Vice-President shall assist the President and in the
absence of the President, or in the event of the President’s 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 8. 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 9. 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.
Section 7. VOTING
There will be voting at meetings. At all meetings of the
directors, the vote of each officer, director and committee chairman, must
be cast in person, unless the Board of Directors has received written notice
of the absentee or proxy submitted to any Board Member prior to said
meeting.
It is the responsibility of the board member who has
received proxies and/or written votes, to notify the chairperson of the same
prior to the start of the meeting.
At any meeting of the Directors at which a quorum is met,
a vote of the majority of those present ore represented by proxy, shall
decide any matter, unless a different vote is specified by law, the Articles
of Incorporation or these bylaws.
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 NEW BASIN BLUES RUNNING 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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