A California Nonprofit Mutual Benefit Corporation
NAME AND PRINCIPAL OFFICE
1.1 Name. The name of this corporation is San Diego MG Club.
1.2 Principal Office. The principal office of this corporation shall be located in San Diego County, California, at such location as may, from time to time, be designated by the membership. The mailing address for the corporation shall be as designated by the board of/ directors.
GENERAL AND SPECIFIC PURPOSES
2.1 General Purpose. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under the California Nonprofit Mutual Benefit Corporation Law.
2.2 Specific Purposes. In the context of the general purpose of this corporation, the specific purposes for which this corporation is formed are pleasure, recreation and other nonprofitable purposes and to stimulate and promote interest and safety in sports car motoring, to encourage closer social contact among MG owners and to further the individual’s knowledge of all models of MG cars for more satisfactory ownership. Despite any other provision of these bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the specific purposes of this corporation.
3.1 Qualifications and Classes of Membership. This corporation shall have four (4) classes of membership, designated as regular, associate, life, and honorary. The qualifications for each class of membership and their respective terms of membership are hereinafter described. Any person dedicated to the purposes of this corporation shall be eligible for membership as a regular or associate member upon submission of a membership application and the timely payment of such dues and initiation fees as the membership may fix from time to time.
(a) Regular Members. Any person who is the owner of a MG motor car shall be eligible for regular membership. Any regular member in good standing subsequently disposing of his or her car shall not be deprived of membership so long as such member’s dues are paid.
(b) Associate Members. Associate members shall be those persons who profess an interest in the corporation, but do not own a MG motor car. Such persons shall have all the rights and privileges of regular members except that they may not vote or hold elective office. Such persons may, after the first anniversary of their membership, be admitted as regular members by a two-thirds (2/3) vote of the membership present and eligible to vote at a regular business meeting at which a quorum is present, in a secret ballot.
(c) Life Members. Life members shall be those members whom the membership may wish to honor because of outstanding service to the corporation, or those members who have been regular members in good standing for fifteen (15) years. Life members shall have all the rights and privileges of regular members.
(d) Honorary Members. Honorary members shall be those persons whom the membership may wish to honor for some special service to the corporation and shall be approved for honorary membership by a majority vote of the membership present and eligible to vote at a regular business meeting. Honorary members shall have all of the rights and privileges of regular members except that they may not vote or hold elective office and shall be exempt from paying dues and initiation fees. Such membership may be awarded annually, or for any specified period, including “life”.
3.2 Rights and Obligations of Members. All regular and life members shall have the right to vote and hold elective office as set forth in these bylaws, and all other rights afforded members under the California Nonprofit Mutual Benefit Corporation Law. All members shall be bound by the articles of incorporation, these bylaws and any other rules and regulations (“Club Regulation”) adopted by the membership. A Club Regulation can be adopted to establish specific plans or requirements that could be subject to more frequent changes than the bylaws. All Club Regulations must be approved by a two-thirds (2/3) vote of the membership present and eligible to vote at a regular business meeting at which a quorum is present, with not less than thirty (30) days notice to the membership. The proposed Club Regulation does not have to be published as part of the notification, but copies must be made available to any member upon request.
3.3 Members in Good Standing. Members who have paid the required dues and fees in accordance with these bylaws and who are not suspended shall be members in good standing. Any member who becomes forty-five (45) days delinquent in his or her monetary obligations to the corporation is not a member in good standing.
3.4 Inactive Status. Members in good standing may petition the board of directors to be granted inactive status upon a member’s indication of his or her inability to participate in corporate functions, but a desire to retain his or her membership in the corporation. The board of directors may grant inactive status indefinitely. Members in good standing who are members of the Armed Services and stationed outside of the San Diego area may be placed on inactive status indefinitely. Inactive members shall not be eligible to vote or hold elective office and shall be exempt from paying dues during the inactive status beginning the first of January following being granted inactive status. Inactive members may be reinstated to regular membership by paying current prorated dues.
3.5 Termination of Membership. A membership shall terminate on the occurrence of any of the following events:
(a) The death or resignation of a member;
(b) A member’s failure to pay his or her annual dues or fees as specified in Article 4 of these bylaws prior to or at the March business meeting; or
(c) A two-thirds (2/3) vote of the membership present and eligible to vote at a regular business meeting at which a quorum is present, finding that a member has engaged in conduct detrimental to the interests and welfare of the corporation. If grounds appear to exist for terminating a member under this subsection of the bylaws, the following procedure shall be followed:
(i) The board of directors shall give the member at least fifteen (15) days’ prior written notice of the proposed termination and the reasons therefor. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first class or certified mail, to the member’s last address as shown on the corporation’s records.
(ii) The member shall be given an opportunity to be heard, either orally or in writing, at the regular business meeting at which such proposed termination is considered. The membership shall decide whether the member should be expelled. The decision of the membership shall be final. Any member so expelled shall be entitled to reapply for membership after a period of one (1) year.
3.6 No Transfer of Membership. No membership or right arising from membership in this corporation shall be transferred. All membership rights cease on a member’s death, resignation or termination of membership for any reason. Any member who ceases to be a member for any reason shall have no claim upon this corporation, its property, or funds.
DUES AND FEES
4.1 Members’ Dues and Fees. Each member must pay, within the time and on the conditions set by these bylaws and the membership, the dues and fees in amounts to be fixed from time to time by the membership. The dues and fees shall be equal for all members of each class, but these bylaws and the membership may, in its discretion, set different dues and fees for each class. All dues and fees specified in these bylaws are nonrefundable, and shall be disbursed for the expenses of this corporation, including any membership approved donations to charities.
4.2 Annual Dues. Annual dues in an amount determined from time to time by the membership shall be due and payable on January 1st of each year.
4.3 Initiation Fee. A one-time initiation fee in an amount determined from time to time by the membership shall accompany each membership application.
4.4 Failure to Pay Dues. The membership of any member shall be terminated automatically for failure to pay the annual dues described in Section 4.2 above prior to or at the March business meeting.
4.5 Reinstatement. Any member whose membership has been terminated for failure to timely pay his or her annual dues shall, upon application for reinstatement, be required to pay a reinstatement fee of Three Dollars ($3.00) in addition to the annual dues otherwise payable.
MEETINGS OF MEMBERS
5.1 Annual Meetings. An annual meeting of members shall be held on the first Tuesday in December of each year at 7:00 p.m., unless the membership fixes another date or time. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day. At the meeting, officers and directors shall be elected and other proper business may be transacted. 5.2 Regular Meetings. A regular business meeting of members shall be held on the first Tuesday of each month at 7:00 p.m., unless the membership fixes another date or time. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day.
5.3 Special Meetings. The board of directors, President, or five percent (5%) or more of the members, may call a special meeting of the members for any lawful purpose at any time. A special meeting called by any person entitled to call a meeting (other than the board) shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President. The President shall cause notice to be given promptly to the members entitled to vote, stating that a meeting will be held at a specified time and date fixed by the board, provided that the meeting date shall be at least 35 but no more than 90 days after receipt of the request. No business other than the business that was set forth in the notice of meeting, may be transacted at a special meeting.
5.4 Place of Meetings. Meetings of the members shall be held at such place within the County of San Diego as may, from time to time, be designated by the membership. In the absence of any such designation, members’ meetings shall be held at the corporation’s principal office.
5.5 Quorum. One-tenth (1/10) of the voting power shall constitute a quorum for the transaction of business at any meeting of members. If, however, the attendance at any general or annual meeting, whether in person or by proxy, is less than one-third of the voting power, the members may vote only on matters as to which notice of their general nature was given under Section 5.7 of these bylaws.
(a) Eligibility to Vote. Subject to the California Nonprofit Mutual Benefit Corporation Law, regular and life members in good standing shall be entitled to vote at any meeting of members.
(b) Manner of Voting. Voting may be by voice or by ballot, except that any election of directors must be by ballot if demanded before the voting begins by any member at the meeting.
(c) Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the members unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Mutual Benefit Corporation Law, the articles of incorporation, or these bylaws.
(a) General Notice Requirements. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, under Sections 5.7(b) and 5.7(c) of these bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting. For annual and regular meetings, the notice shall state the matters that the board, at the time notice is given, intends to present for action by the members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.
(b) Notice of Certain Agenda Items. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals: (i) removing a director without cause; (ii) filling vacancies on the board; (iii) amending the articles of incorporation; (iv) electing to wind up and dissolve the corporation; (v) approving a contract or transaction between the corporation and one or more directors, or between the corporation and any entity in which a director has a material financial interest; or (vi) approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the articles or bylaws, when the corporation is in the process of winding up.
(c) Manner Of Giving Notice. Notice of any meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member as it appears on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the corporation’s books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or facsimile or other written communication to the corporation’s principal office or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
BOARD OF DIRECTORS
6.1 Powers of Board. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations in the articles of incorporation or bylaws regarding actions that require approval of the members, the corporation’s business and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors.
6.2 Number of Directors. The authorized number of directors shall be seven (7). The board of directors shall be comprised of the President, Vice President, Secretary, Newsletter Editor, Membership Chair, Chief Financial Officer and Activities Director.
6.3 Election and Term of Directors. Directors shall be elected at the annual meeting of members held in December of each year, to hold office commencing at the next regular business meeting of members held in January and continuing until the January business meeting of the following year. Directors shall be elected in accordance with the provisions for the election of officers as set forth in Section 7.2 of these bylaws. 6.4 Vacancies on Board of Directors. A vacancy or vacancies on the board of directors shall occur in the event of
(a) the death or resignation of any director; or
(b) the vote of two-thirds (2/3) of the membership present and eligible to vote at a regular business meeting at which a quorum is present, to remove a director(s). The President may appoint a director or directors at any time to fill any vacancy or vacancies on the board of directors, subject to approval by the membership.
6.5 Meetings of Directors.
(a) Time and Place of Board Meetings. Meetings of the board shall be held at such times and places within the County of San Diego, California that the board may from time to time determine, provided that the time of such meetings shall remain consistent throughout the year to the extent reasonably possible, and provided that the time and place of each succeeding board meeting shall be made known to the members at the immediately preceding regular meeting of members.
(b) Regular Meetings. The board shall hold regular meetings for purposes of transacting corporate business at least once each month. Notice of these meetings shall be given to members as provided in Section 6.5(a) above. All board meetings shall be open to attendance by any member, provided that no member shall have any right to vote at a board meeting.
(c) Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of any business. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to any more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for the meeting. (d) Action Without a Meeting. Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved board action. All such consents shall be filed with the minutes of the proceedings of the board.
OFFICERS OF THE CORPORATION
7.1 Officers. The officers of this corporation shall be a President, Vice President, Secretary, Chief Financial Officer and, Newsletter Editor, Membership Chair and Activities Director. No two offices shall be held by the same person, and no two related persons shall hold the offices of President and Chief Financial Officer at the same time.
7.2 Election of Officers. The officers of this corporation shall be chosen annually by the members at the annual meeting of members held in December of each year, to take office commencing at the next regular business meeting of members held in January and continuing until the January business meeting of the following year, in accordance with the following procedure:
(a) Nominating Committee. The President shall appoint a committee to nominate qualified candidates for election to the board and as officers of the corporation. The nominating committee shall present to the membership at its November business meeting a proposed slate of officers for the ensuing year.
(b) Floor Nominations. At the December annual meeting of members, any member present at the meeting in person may place further names in nomination for election to the board of directors and as an officer of this corporation.
(c) Manner of Voting. Voting may be by voice or by ballot, except that the election for officers and directors must be by ballot if demanded before the voting begins by any member at the meeting. If so demanded, the election shall be by secret ballot by the members present and eligible to vote. Each office shall be voted upon in a separate ballot in the order in which they are listed in Section 7.1, and the results for each office shall be made known to the members before proceeding with the election for the next office. The candidate receiving the highest number of votes cast for an office shall be elected. The Secretary shall prepare the ballots, and the President shall appoint a committee of three (3) members in good standing to act as tellers. The chairman of this committee shall destroy the ballots thirty (30) days after the election.
7.3 Resignation of Officers. Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective.
7.4 Vacancies in Offices. A vacancy in any office, except that of President, because of death, resignation, removal, or any other cause shall be filled by appointment by the President, subject to approval of the membership. A vacancy in the office of President shall be filled by the succession of the Vice President as President, subject to approval of the membership.
7.5 Responsibilities of Officers.
(a) President. Subject to the control of the board, the President shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers. The President shall preside at all members’ meetings and at all board meetings. The President shall have such other powers and duties as the board or the bylaws may require.
(b) Vice President. If the President is absent or disabled, the Vice President shall perform all duties of the President. When so acting, the Vice President shall have all powers of and be subject to all restrictions on the President. The Vice President shall have such other powers and perform such other duties as the board or the bylaws may require.
(c) Secretary. The Secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board and of members’ meetings. The Secretary shall handle all correspondence and keep records pertaining to the business of the corporation. The Secretary shall keep or cause to be kept, at the corporation’s principal California office, a copy of the articles of incorporation and bylaws, as amended to date. The Secretary shall have such other powers and perform such other duties as the board or the bylaws may require.
(d) Chief Financial Officer. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The books and accounts shall be open to inspection by any director at all reasonable times. The Chief Financial Officer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate; (ii) disburse the corporation’s funds as the board may order; (iii) render to the President and the board, when requested, an account of all transactions and of the financial condition of the corporation; (iv) submit the books and accounts to a committee appointed by the President for an annual audit; and (v) have such other powers and perform such other duties as the board or the bylaws may require. The Chief Financial Officer shall be deemed the “treasurer” for any purpose requiring action by the corporation’s treasurer.
(e) Activities Director. The Activities Director shall schedule all events and activities of the corporation and appoint such committee chairpersons as are necessary to stage these events. The Activities Director shall have such other powers and perform such other duties as the board or the bylaws may require.
(f) Newsletter Editor. The Newsletter Editor shall publish a newsletter 6 times per year. Compile and typeset and insert all approved articles, recent event stories with photos, advertising spots, calendar of events and covers. Prepare the newsletter files for both print production and email distribution. Contract and negotiate with the print house to produce the printed newsletter copies as needed. Mail out copies to advertisers and to paid subscribers.
(g) Membership Chair. The Membership Chair shall maintain the club roster of current members, and will prepare a new member packet for each new member. Additionally, commencing in October, begin the membership renewal cycle and collect dues. 7.6 No Compensation to Officers, Directors or Members. Neither the officers, directors nor members of the corporation shall be compensated for their services. Notwithstanding, they may be reimbursed for out-of-pocket expenses to the extent approved by the board of directors if such reimbursement is less than $200.00, or as approved by the members if such reimbursement exceeds $200.00.
9.1 Bank Accounts. The corporation shall open and maintain such bank accounts as may be necessary or appropriate to conduct the corporation’s business, including a bank checking account. All monies received and disbursements made on behalf of the corporation shall be made through the bank checking account, except that disbursements of less than $25.00 may be made from petty cash.
9.2 Authorized Signatures. All checks drawn against the corporation’s bank accounts shall require the signature of two of the following officers, one of whom must be the President or Chief Financial Officer: President, Vice President, Secretary or Chief Financial Officer.
9.3 Expenditures. All expenditures in excess of Two Hundred Dollars ($200.00) shall be made only upon the approval of the membership. Approval of the members can be explicit by a specific vote or can be implicit by the approval of a specific plan, such as a Regalia Plan.
RECORDS AND REPORTS
10.1 Maintenance of Records. The corporation shall keep: (i) adequate and correct books and records of account; (ii) written minutes of the proceedings of its members, board, and committees of the board; and (iii) a record of each member’s name, address, and class of membership. 10.2 Inspection Rights. Unless the corporation provides a reasonable alternative, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:
(a) Inspect and copy the records containing members’ names, addresses, and voting rights during usual business hours on five business days’ prior written demand on the corporation, which must state the purpose for which the inspection rights are requested; or
(b) Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for directors as of the most recent record date for which that list has been compiled, or as of the date after the date of demand specified by the member. The demand shall state the purpose for which the list is requested. The secretary shall make this list available to the member on or before the later of ten business days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
10.3 Accounting Records and Minutes. On written demand on the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the board of directors, and committees of the board at any reasonable time for a purpose reasonably related to the member’s interest as a member.
10.4 Maintenance and Inspection of Articles and Bylaws. This corporation shall keep at its principal California office the original or a copy of the articles of incorporation and bylaws, as amended to the current date, which shall be open to inspection by the members at all reasonable times during office hours. If the corporation has no business office in California, the secretary shall, on the written request of any member, furnish to that member a copy of the articles of incorporation and bylaws, as amended to the current date.
AMENDMENTS TO BYLAWS
New bylaws may be adopted or these bylaws may be amended or repealed by a twothirds (2/3) vote of the membership present and eligible to vote at a regular business or special meeting of members at which a quorum is present, provided, that written notice of any such amendment shall have been distributed to members twenty-one (21) days prior to such vote, and provided further that any such adoption, amendment or repeal shall also require approval by the members of a class if required pursuant to the provisions of the California Nonprofit Mutual Benefit Corporation Law. Any provision of these bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by vote of that greater number. No amendment may extend a director’s term beyond that for which the director was elected.
CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Mutual Benefit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.