bylaws of
chinese-American association of solano county, inc.
article i. name
The name of this corporation is chinese american association of solano county, inc., a California non-profit corporation, hereinafter referred to as “CAASC”.
article 11. offices
The principal office for the transaction of the activities and affairs of CAASC is located at 185 Butcher Road, Vacaville, CA 95687, and the mailing address is 185 Butcher Road, Vacaville, CA 95687, in Solano County, California. The Board of Directors (Board) may change the mailing address and principal office from one location to another; changes shall be noted by the secretary on these bylaws opposite this Section, or this Section maybe amended to state the new location.
article iii. purposes and limitations
Art. III, Sect. 1. General Purposes. CAASC is organized exclusively for promoting community welfare; charitable, educational and recreational purposes within the meaning of Section 501 (c)(4) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these articles, CAASC shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purpose of this corporation, CAASC shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.
Art. III, Sect 2. Specific Purposes. Within the context of the general purposes stated above, this corporation shall promote the advancement, betterment, and friendship of its membership, the Chinese-American community, and the local communities with the following specific purposes:
2.1 To promote assistance to the members, Chinese-American, and others in the community; 2.2 To promote interaction of Chinese and English Languages; 2.3 To offer scholarships to local students; 2.4 To provide periodic communication of meetings, activities, and topics of interest concerning its members to members; 2.5 To organize meetings, parties, recreational, cultural, and community activities; 2.6 To participate in inter-cultural and community activities; 2.7 To promote economic, commercial, industrial and professional interests of the members, Chinese-American and other in the community.
Art. III, Sect. 3. Limitations.
3.1 CAASC shall not, except to an insubstantial degree, engage in any activities or exercise Any powers that are not in furtherance of the purpose of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. 3.2 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 publishing or distributing statements) any political campaign on behalf of any candidate for public office. 3.3 All corporate property is irrevocable dedicated to the purposes set forth in Article II of these bylaws. No part of the net earnings of CAASC shall inure to the benefit of any of its directors, trustees, officers, private shareholders or members, or to individuals. 3.4 Upon the dissolution or winding up of CAASC, its assets remaining after payment, or provision for payment, of all debts and liabilities of the 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 IRS Section 501(c)(4).
article iv. members
Art. IV, Sect. 1. Qualifications.
1.1 Members of this organization shall be those of good moral character who are interested in carrying out the mission and objectives of the organization. 1.2 Those member who have paid the required dues in accordance with these bylaws and who are not suspended shall be members in good standing.
Art. IV, Sect. 2. Classes. This corporation shall have two (2) classes of membership, designated as Regular Membership (Individual and Family) and Lifetime Membership (Diamond, Gold and Silver). Members have paid the required dues as set by the Board. Any variance from the qualifications as described in this section will be addressed on an individual basis by the Board.
regular membership: annual dues
Individual Membership: On individual Family Membership: Immediate family only
lifetime membership: one-time contribution
Diamond Membership One individual or married couple Gold Membership One individual or married couple Silver Membership One individual or married couple Art. IV, Sect. 3. Rights of Members. Each membership is entitled to one vote. Any member in good standing is entitled to hold elective office and to be eligible to be appointed as a voting member of committees.
Art. IV, Sect. 4 Transfer of Memberships. No membership or right arising from membership shall be transferred.
Art. IV, Sect. 5 Termination and Suspension of Membership. Any member may be suspended or expelled from membership by a two-thirds (2/3) vote of the Board of Directors present, provided that such a member shall receive thirty (30) days notice of such contemplated action and shall be entitled to be heard before action is taken. 5.1 Cause of Termination. A membership shall terminate of occurrence of any of the following events:
(a) Resignation of the member, on reasonable notice to the corporation; (b) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the board; (c) Failure of the member to pay dues, fees, or assessments as set by the board within 30 days after they become due and payable; (d) Occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or (e) Expulsion. Due to the occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications, a member may be expelled based on the good faith determination by a two-thirds (2/3) vote of the Board, that the member has failed in a material and serious degree to observe the rules of conduct of CAASC, or has engaged in conduct materially and seriously prejudicial to the purposes and inters of the corporation.
5.2 Suspension of Membership. Due to the occurrence of any event that renders the member ineligible for membership, or failure to satisfy membership qualifications, a member may be suspended based on the good faith determination by a two-third (2/3) vote of the Board, that the member has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.
A person whose membership is suspended shall not be a member during the period of suspension.
5.3 Procedure for Expulsion or Suspension. If grounds appear to exist for expulsion or suspension of a member as stated in these bylaws, the procedure set forth below shall be followed:
(a) The member shall be given 30 days prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonable calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the corporation’s record. (b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective determine whether the expulsion or suspension should take place. (c) The board shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the board may be appealed to the general membership. (d) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
article v. meetings
Art. V. Sect. 1. Place of Meeting. Meetings of the member shall be held at any place within Solano County designated by the board or by the written consent of all members entitle to vote at the meeting, given before or after the meeting.
Art. V, Sect. 2. Annual Meeting. An annual meeting of the members shall be held at this meeting, directors shall be elected and any other proper business may be transacted, subject to proper notification.
Art. V. Sect. 3. Special Meetings. 3.1 Persons Authorized to Call. A special meeting of the members for any lawful purpose May be called at any time by the board, the President with the concurrence of a majority of the board, or by 5 percent or more of the members. 3.2 Calling Meetings. A special meeting called by any person (other than the board) entitle to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President or any president-elected or the secretary of the corporation. 3.3 Proper Business of Special Meeting. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.
Art. V. Sect. 4. Notice Requirement for Members’ Meetings 4.1 General Notice Requirements. Whenever members are required or permitted to take any Action at a meeting, written notice of the meeting shall be given as stated in these bylaws, to each member entitled to vote at the meeting. The notice shall specify the place, date, and hour of the meeting and (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the board, at the time notice is given, intends to present for action by the members, but any proper matter may be presented at the meeting. 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. 4.2 Manner of Giving Notice. Notice of any meeting of member shall be published so that due notice is given to all members of the Association, and shall be given at least 10 but no more than 90 days before the meeting date.
Art. V. Sect. 5. Quorum. Percentage Required. In the absence of special provisions to the contrary, majority vote or fifty percent (50%) plus one (1) of the voting power shall constitute a quorum for the transaction of business at any meeting of members.
Art. V. Sect. 6. Voting 6.1 Voting. Each member entitled to vote shall be entitled to cast one vote on each Matter submitted to a vote of the members. If a single membership is held by 1 or more persons, if one votes, that vote binds all; if all vote, the majority so voting binds all. 6.2 Eligibility to Vote. Subject to the provision of the California Nonprofit Public Benefit Corporation Law, members entitle to vote at any meeting of members shall be all those in good standing for more than thirty (30) days prior to the annual meeting to be held for the election of officers or directors. 6.3 Manner of Casting Votes. Voting may be by voice or ballot, except that any Election of directors must be made by ballot. 6.4 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 the act of the members.
Art. V. Sect. 7. Action by Written Ballot Without a Meeting. Any action except election of directors that may be taken at any meeting of members may be taken without a meeting by complying with the following guidelines.
7.1 Solicitation of Written Ballots. The CAASC shall distribute one written ballot to each member entitled to vote on the matter. Such ballots shall be published in the manner required as stated in the bylaws. All solicitations of votes written ballot shall (a) indicate the number of responses needed to meet thee quorum requirement; (b) with respect to ballots other than for election of directors, state the percentage of approvals necessary to pass the measure or measures; and (c) specify the time by which the ballot must be received in order to be counted.
Each ballot so distributed shall (a) set forth the proposed action; (b) provide the members an opportunity to specify approval or disapproval of each proposal; and (c) provide a reasonable time within which to return the ballot to CAASC.
In any election of directors, a written ballot that a member marks “withhold”, or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a director. 7.2 Number of Votes and Approvals Required. Approval by written ballot shall be Valid only when (a) the number of votes cast by ballot (including those ballots that are marked “Withhold” or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action; and (b) the number of approvals equals or exceeds the number of votes cast was the same as the number of votes cast by written ballot without a meeting. 7.3 Revocation. A written ballot may not be revoked 7.4 Filing. All written ballots shall be filed with the secretary of CASSC and maintained in the corporate records for at least three (3) years.
Art. V, Sect. 8. The Record Date.
8.1 The Record Date (a) for notice of a meeting shall not be more than 60 days nor less than 10 days before the date of the meeting; (b) for voting at a meeting shall not be more than (60) days nor less than 10 days before the date of the meeting; (c) for voting by written ballot shall not be more than 60 days before the day on which the first written ballot is mailed or solicited; and (d) for any other action shall not be more than 60 days before that action. 8.2 Members of Record. For purposes of record date as stated in these bylaws, a person holding a membership at the close of business on the record date shall be a member of record.
Art. V. Sect. 9. Proxies 9.1 Right of Members. Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of CAASC. A proxy shall be deemed signed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member. 9.2 Form of Solicited Proxies. Any form of shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters and shall provide, subject to reasonable specified conditions, that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance with that specification. In any election of directors, any form of proxy that a member marks “withhold”, or otherwise marks in a manner indicating that authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director. 9.3 Requirement That General Nature of Subject of Proxy Be Stated. Any proxy covering matters for which a vote of the members is required, including amendments of the articles of incorporation or bylaws changing proxy rights; certain other amendments of the articles of directors; sale, lease, exchange, conveyance, transfer, or other disposition of all or course of the corporation’s activities; or the election to dissolve the corporation, shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, with respect to an election of directors, the proxy lists those who have been nominated at the time the notice of the vote is given to the members. 9.4 Revocability. A validly executed proxy shall continue in full force and effect (a) revoked by the member executing it, before the vote is cast under that proxy, (i) by a writing delivered to CAASC stating that the proxy is revoked, or (ii) by a susbsequent proxy executed by that member and presented to the meeting, or (iii) as to any meeting, by that member’s personal attendance and voting at the meeting; or (b) written notice of the death or incapacity of the maker of the proxy is received by CAASC before the vote under that proxy is counted, provided, however the proxy is valid for only the specified vote or meeting.
article vi. revenue
Art. VI. Sect. 1. Dues will be set annually by the Board of Directors.
Art. VI, Sect. 2. Funds may also be raised by special assessment or in any other manner approved by the Board of Directors within the guidelines set forth for a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code 1954 or the corresponding provision of any future United States internal revenue law.
Art. VI, Sect. 3. Contributions of any amount from an individual or organization shall be accepted.
article VII, board of directors
Art. VII, Sect. 1. The authorized number of directors shall be fifteen (15) from diverse backgrounds.
Art. VII, Sect. 2. Election, Designation, and Term of Office. Five (5) directors shall be elected at each annual meeting of the members, to hold office until their term expires and until a successor has been designated and qualified. Initially, five (5) shall be elected for a term of one (1) year; five (5) for a term of two (2) years and five (5) for a term of three (3) years. Subsequently, each year the membership shall elect five (5) replacements for a term of three (3) years each; provided, however, if any such directors are not elected at any annual meeting, they may be elected at any special directors’ meeting held for that purpose or by written ballot. Each such director, including a director elected to fill a vacancy or elected at a special directors’ meeting or by written ballot, shall hold office until expiration of the term for which elected or until a successor has been elected and qualified. The directors’ terms begin January 1.
Art. VII, Sect. 3. Qualifications. The qualifications for directors are: (a) must have been a CAASC member in good standing for one year; (b) must be a current CAASC member in good standing; (c) must be in good standing in the community; and (d) must be at least 18 years of age.
Art. VII, Sect. 4. Restrictions. 4.1 No persons serving on the board may be interested persons; an interested person is any person compensated by CAASC for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise excluding any reasonable compensation paid to a director as a director. 4.2 No person serving on the Board may be a brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, mother-in-law, or father-in-law of an interested person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceablility of any transaction entered into by CAASC. 4.3 No person serving on the board may be any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, mother-in-law, or father-in-law of any other person serving on the board.
Art. VII, Sect. 5. Powers
5.1 General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, CAASC’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board. 5.2 Specific Powers. Without prejudice to the general powers as set forth above, but Subject to any limitation, the directors shall have the power to: (a) Appoint and remove, at the pleasure of the board, all the CAASC’s officers, agents, and employees; and 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. (b) Change the principal office in Solano County from one location to another; and cause CAASC to be qualified to conduct its activities within California and designate any place within the general vicinity of Solano County, California for holding any meeting of members. (c) Adopt and use a corporate seal; and alter the forms of the seal. (d) Borrow money and incur indebtedness on behalf of CASSC and cause to be executed and delivered for CAASC’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. (e) Solicit contributions from CAASC members and the general public for the purposes of CAASC and the activities it sponsors.
Art. VII, Sect. 5. Election of Directors.
6.1 Nominations by Committee. The Nominating Committee will select qualified Candidates for election to the board of directors at least 90 days before the date of any election of directors and shall make its report to the board at least 60 days before the date of the election or at any time the board of directors may set. After the board concurs with the slate of candidates, the secretary shall solicit confirmation from each candidate his/her willingness to serve, then forward toe each member, with the notice of meeting required by these bylaws, a list of all candidates nominated by the committee under this section within 60 days prior to the annual meeting. 6.2 Solicitation of votes. The board shall formulate procedures that allow a Reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.
Art. VII, Sect.6. Election of Directors 6.1 Nomination by Committee. The Nominating Committee will select qualified Candidates for election to the board of directors at least 90 days before the date of any election of directors and shall make its report to the board at least 60 days before the date of the election or at any time the board of directors may set. After the board concurs with the slate of candidates, the secretary shall solicit confirmation from each candidate his/her willingness to serve, then forward to each member, with the notice of meeting required by these bylaws, a list of all candidates nominated by the committee under this section within 60 days prior to the annual meeting. 6.2 Solicitation of votes. The board shall formulate procedures that allow a Reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.
Art. VII, Sect. 7. Board of Directors’ Meetings.
7.1 The Board of Directors shall hold regular meetings at times and places designated by it. The Secretary shall give each director due notice of the time and place of each meeting. All members of CAASC shall be entitled to attend such meetings and to be heard, but shall not have the right to vote. 7.2 The first meeting of a newly seated Board of Directors shall be for the purposes of election of officers and organization. 7.3 Board votes may be undertaken via telephone, facsimile, e-mail or postal mail ballot. 7.4 Special Meetings. (a) Special meetings of the board for any purpose may be called at any time by the President or by a request of one-third (1/3) of the board. Directors shall be given at least forty-eight (48) hours telephone notice of the time and place. (b) Special meetings of the officers for any purpose may be called at any time by the president or by a request of two (2) of the officers. 7.5 Quorum. A majority of the members of the Board shall constitute a quorum. A majority of the quorum shall decide all questions
presented except as otherwise provided in these bylaws. article vii. officers
Art. VIII, Sect. 1 Officers and Terms. 1.1 The officers of CAASC shall be President, President-Elect, Secretary, Treasurer Membership Officer. The previous years President-Elect shall become the current year’s President unless he/she is unable to serve, at which point the President shall be elected by a majority vote of the Board of Directors. The President will appoint the remaining officers, subject to a majority vote of the Board of Directors. (President-Elect must have two (2) or three (3) years, including the current year, remaining of his/her term as a Board Member.) All officers shall serve for a term of one (1) year, or until their successors are installed. The officers shall serve at the pleasure of the Board. The Officers’ terms begin January 1. 1.2 Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as the president. 1.3 Bond. If required by the board, the treasurer 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 of it’s books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office. Such bond shall be paid by the corporation.
Art. VIII, Sect. 2. Duties of Officers 2.1 President. The President shall be the chief spokesperson of CAASC, and shall carry out the expressed will of the Board of Directors and CAASC in all matters not in conflict with these bylaws. The President shall preside at all meetings of the Board of Directors, the Executive Committee, and the general meetings of CAASC. The President shall perform such other duties as custom and parliamentary usage may require or the Board of Directors may direct. 2.2 President-Elect. The President-Elect shall assist the President in the discharge of the President’s duties and shall act for the President if the President is absent or disabled. At the conclusion of the President-Elect’s term of office, the President-Elect shall then succeed to the presidency. 2.3 Secretary. The Secretary shall: (a) Attend and keep minutes of all business meetings of CAASC and of the Board of Directors and shall cause to be kept minutes of proceedings of committees of the Board; (b) Prepare and agenda for each meeting and distribute it at least one week prior to the meeting; (c) Be the custodian of all records and papers of CAASC; and (d) Perform such other duties as the Board of Directors may direct. 2.4 Treasurer. The Treasurer shall: (a) Be responsible for the accounting of all monies received by CAASC and deposit of all monies in such financial institutions as shall be designated by the Board of Directors as depositories of CAASC, or make such other disposition of the funds as shall be ordered by the Board; (b) Keep accurate and correct books and records of account; (c) Render a monthly report of CAASC funds to the Board of Directors; and (d) Perform such other duties as the Board of Directors may direct. 2.5 Membership Officer. The Membership Officer shall cause to be kept an accurate roll of all CAASC members which includes the name, address, phone number, and class of membership of each member.
article ix. vacancies
Art. IX, Sect. 1. Events causing vacancy. A vacancy or vacancies on the board shall exist on the occurrence of the following: 1.1 The occurance of two (2) unexcused absences from scheduled board meetings; 1.2 The death or resignation of any director; 1.3 The declaration by resolution of the board of a vacancy in the office of a director who has been declared of unsound mind by and order of court, convicted of a felony, or found by final order or judgement of any court to have breached a duty under Article 3 of Chapter 2 of the California Non-profit Public Benefit Corporation Law; 1.4 The vote of the members or, if CAASC has fewer than 50 members, the vote of a majority of all members, to remove any director(s); 1.5 The increase in the authorized number of directors; or 1.6 The failure of the members, at an meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.
Art. IX, Sect. 2. Resignations. Except as provided below, any director may resign by giving written notice to the President or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if CAASC would be left with less than fifty (50) percent of duly elected directors.
Art. IX, Sect. 3. Filling Vacancies. 3.1 Subject to Board approval, any member meeting the qualifications set forth In these bylaws may fill any vacancy on the board only until the next annual election. 3.2 President. In the event of a vacancy in the office of President, the President- Elect shall succeed to the office of president for the remainder of the President’s term, and thereafter shall serve a full term as President. 3.3 Other Officers. In the event of a vacancy in any office other than President, the President shall appoint an elected Director to fill the position with approval of the majority of the Board. This appointee shall serve in that position until their successor has been installed.
Art. IX, Sect. 4. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. article x. committees
Art. XIII. Sect. 4. Annual Report. The Board of Directors shall cause an annual report to be prepared not later than one hundred twenty (120) days after the close of the CAASC’s calendar year, shall notify each member yearly of the right to receive an annual report, and shall promptly cause the most recent annual report to be sent to any member who requests on in writing.
article xiv. amendments
Art. XIV, Sect. 1. Amendment by Board 1.1 Membership Rights Limitation. Subject to the rights of members as stated in these bylaws and the limitations set forth below, the board may adopt, amend, or repeal bylaws unless the action would materially and adversely affect the members’ rights as to voting or transfer. The board may not extend the term of a director beyond that for which the director was elected.
1.2 Changes to Number of Directors. Once members have been admitted to the Corporation, the board may not, without the approval of the members, specify change any bylaw provision that would: (a) Fix or change the authorized number of directors, (b) Fix or change the minimum or maximum numbers of directors, or (c) Change from a fixed number of directors to a variable number of directors or vice versa.
1.3 High Vote Requirement. If any provision of these bylaws requires the vote of a larger proportion of the board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.
1.4 Members’ Approval Required. Without the approval of the members, the board may not adopt, amend, or repeal any bylaws that would; (a) Increase or extend the terms of directors; (b) Allow an director to hold office by designation or selection rather than by the members; (c) Increase the quorum for members’ meetings; (d) Repeal, restrict, create, expand, or otherwise change proxy rights; or (e) Authorize cumulative voting.
Art. XIV, Sect. 2. Amendment by Members. New bylaws may be adopted, or these bylaws may be amended or repealed by a vote of two-thirds (2/3_ of the members present, provided that there is a quorum. Any purposed amendment must be in writing and filed with the Secretary at least sixty (60) days prior to any meeting of CAASC and notice thereof shall be given to all members at least thirty (30) days prior to such meeting. Any provision of these bylaws that requires the vote of a larger proportion of the members than otherwise is required by law many not be altered, amended, or repeal except by the vote of that greater number. No amendment may extend the term of a director beyond that for which the director was elected.
ARTICLE XV.
Any and all previous constitutions and Bylaws of CAASC are hereby repealed.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of CHINESE-AMERICAN ASSOCIATION OF SOLANO COUNTY, INC., a California nonprofit public benefit corporation, and that the above bylaws, consisting of ___________ pages, are the bylaws of this corporation as adopted by the board of directors on _________________________, and that they have not been amended or modified since that date.
Executed on ______________________________, at _________________________, California
_________________________________________ Secretary
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