Adopted July 20, 2012
NAME and Location
Section 1. Name
The name of this corporation shall be CNPA Services, Inc. as provided in the Articles of Incorporation.
Section 2. Location
The principal executive office of the Corporation shall be instituted at the address designated by the Board of Directors. A change in the location of the principal executive office may be authorized by a majority vote of the Board of Directors.
Purposes and Limitations
Section 1. Purposes
These Bylaws are adopted to regulate the affairs of the corporation and to further its objects and purposes of providing advocacy, management and consulting services to newspaper, newsmedia and press associations; including, lobbying and legislative advocacy services to promote, protect and further the interests of newspaper, newsmedia and press association clients; operational and management services for clients in membership recruitment and retention, member services, communications, publications and public relations, training, meeting and event planning, accounting and finance, advertising sales and service, and legal counsel; and, consulting related to the best policies and practices for the general improvement of the newspaper business and news media industry.
Section 2. Limitations
The corporation shall be nonpartisan, nonsectarian, and shall take no part in, nor lend its influence or facilities, either directly or indirectly, to the nomination, election, or appointment of any candidate to a public office and shall not unlawfully discriminate in its employment practices and policies. The corporation shall observe and abide by all local, state, and federal laws that apply to for-profit corporations.
Construction and Definitions
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Corporations code shall govern the constitution of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person.
Section 1. Location
All meetings of the Shareholders shall be held at the principal executive office of the Corporation in the State of California, or at such other place as may be designated for that purpose from time to time either by the Board of Directors or by the written consent of all persons entitled to vote thereat and not present at the meeting, which consent shall be filed with the Secretary within the Minutes of this corporation.
Section 2. Annual Meeting
The annual meeting of the Shareholders shall be held during the second week of February, but if such day is a legal holiday, then the meeting shall be held on the next business day. A different time and place for such annual meeting may be designated by the Board of Directors, such time and place to be designated in the notice of meeting specified below. At the annual meeting, the Shareholders shall elect by plurality vote a Board of Directors, consider reports of the affairs of the Corporation, and transact such other business as may properly be brought before the meeting.
Section 3. Special Meetings
Special meetings of the Shareholders for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors, or by any two or more members thereof, or by the Chairperson of the Board of Directors or by one or more Shareholders holding not less than one-tenth (1/10th) of the voting power of the corporation.
Section 4. Notice of Meetings
a. Written notice of each annual or special meeting shall be given to each Shareholder entitled to vote, either personally or by mail or other means of written communication, “charges prepaid, addressed to such Shareholder at his address appearing on the books of the corporation or given by him to the Corporation for the purpose of such notice.
b. Such notices shall specify:
1) The place, date and hour of such meeting;
2) Those matters which the Board, at the time, of the mailing of the notice, intends to present for action by the Shareholders;
3) If Directors are to be elected, the names of nominees intended at the time of the notice to be presented by management for election;
4) The general nature of a proposal, if any, or to take action with respect to approval of (i) a contract or other transaction with an interested Director; (ii) amendment of the Articles of Incorporation; (iii) a reorganization of the Corporation as defined in section 181 of the General Corporation Law; (iv) voluntary dissolution of the Corporation; or, (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, if any;
5) In the case of a special meeting, the nature of all business to be transacted at the meeting; and,
6) Such other matters, if any, as may be expressly required by statute.
c. All such notices shall be given to each Shareholder entitled thereto not less than ten (10) days nor more than 60 days before each meeting. Any such notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any such notice in accordance with the foregoing provisions, executed by the Secretary, Assistant Secretary or any transfer agent of the corporation shall be prima facie evidence of the giving of the notice.
d. If any notice or report addressed to the Shareholder at the address of such Shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the Shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the Shareholder upon written demand of the Shareholder at the principal executive office of the Corporation for a period of one (1) year from the date of the giving of the notice or report to all other Shareholders. If a Shareholder gives no address, notice shall be deemed to have been given him if sent by mail or other means of written communication -addressed to the place where the principal executive office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said principal executive office is located.
e. The Board of Directors may fix a time in the future as a record date for the determination of the Shareholders entitled to notice of and to vote at any meeting of the Shareholders or entitled to give consent to corporate action in writing without a meeting, to receive any report, to receive any “ dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion, or exchange of shares. The record date so fixed shall be not more than 60 days nor less than ten (10) days prior to the date of any meeting, nor “more than 60 days prior to any other event for the purpose of which it is fixed. When a record date is so fixed, only Shareholders of record on that date are entitled to notice of and to vote at any such meeting, to give consent without a meeting, to receive any report, to receive a dividend, distribution or allotment of rights, or to exercise the rights as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Articles of Incorporation or Bylaws.
Section 5. Quorum
The presence in person or by proxy of the persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business. The Shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. Shareholders may participate in and act at any meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other.
Section 6. Adjourned Meeting and Notice Thereof
Any Shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting, except as provided in section, above.
When any Shareholders’ meeting, either annual or special, is adjourned for 45 days or more, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided above, 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 thereat, other than by announcement of the time and place thereof at the meeting at which such adjournment is taken.
Section 7. Voting
Unless a record date for voting purposes be fixed as provided in Section 4E of Article IV of these Bylaws, then subject to the provisions of sections 702 and 704 inclusive, of the Corporations Code of California (relating to voting of shares held by a fiduciary, in the name of a Corporation, or in joint ownership), only persons in whose names shares entitled to vote stand on the stock records of the Corporation at the close of business on the business day next preceding the day on which notice of the meeting is given or if such notice is waived, at the close of business on the business day next preceding the day on which the meeting of Shareholders is held, shall be entitled to vote at such meeting, and such day shall be the record date for such meeting. Such vote may be viva voce or by printed or electronic ballot in conformance with applicable law; provided, however, that all elections for Directors must be by ballot upon demand made by a Shareholder at any election and before the voting begins. If a quorum is present, except with respect to election of Directors, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the Shareholders, unless the vote of a greater number of voting by classes is required by the General Corporation Law or the Articles of Incorporation.
Section 8. Validation of Defectively Called or Noticed Meetings
The transactions of any meeting of Shareholders, either annual or special, however called and noticed, shall be as valid as though they occurred at a meeting duly held after regular call and notice, if a quorum be 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, or who, though present, has, at the beginning of the meeting, properly objected to the transaction of any business because the meeting was not lawfully called or convened, or to particular matters of business legally required to be included in the notice, but not so included, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the Minutes thereof.
All such waivers, consents or approvals shall be filed with the corporate records or made a part of the Minutes of the meeting.
Section 9. Action Without Meeting
Directors may be elected without a meeting by a consent in writing, setting forth the action so taken, signed by all of the persons who would be entitled to vote for the election of Directors, provided that, without notice except as hereinafter set forth, a Director may be elected at any time to fill a vacancy or not filled by the Directors by the written consent of persons holding a majority of the outstanding shares entitled to vote for the election of Directors.
Any other action which, under any provision of the California General corporation Law, may be taken at a meeting of the Shareholders, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize to take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless the consents of all Shareholders entitled to vote have been solicited in writing:
a. Notice of any proposed Shareholder approval of, (i) a contract or other transaction with an interested Director; (ii) indemnification of an agent of the Corporation as authorized by Article VIII of these Bylaws; (iii) a reorganization of the Corporation as defined in section 181 of the General Corporation Law; or (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, if any, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval; and,
b. Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting by less than unanimous written consent, to those Shareholders entitled to vote who have not consented in writing. Such notices shall be given in the manner and shall be deemed to have been given as provided in Section 4 of Article IV of these Bylaws.
Unless, as provided in Paragraph e, Section 4 of Article IV of these Bylaws, the Board of Directors has fixed a record date for the determination of Shareholders entitled to notice of and to give such written consent, the record date for such determination shall be the day on which the first written consent is given. All such written consents shall be filed with the Secretary of the Corporation.
Any Shareholder giving a written consent, or the Shareholder’s proxyholders, or a transferee of the shares or a personal representative of the Shareholder of their respective proxyholders, may revoke the consent by a writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.
Section 10. Proxies
Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Corporation. Any proxy duly executed is not revoked and continues in full force and effect until, (i) an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Corporation prior to the vote pursuant thereto; (ii) the person executing the proxy attends the meeting and votes in person; or (iii) written notice of the death or incapacity of the maker of such proxy is received by the Corporation before the vote pursuant thereto is counted; provided that no such proxy shall be valid after the expiration of 11 months from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force.
Board of Directors
Section 1. Powers and Duties
Subject to the limitation of the Articles of Incorporation, of the Bylaws and of the laws of the State of California, as to action to be authorized or approved by the Shareholders, all corporate powers shall be exercised by or under authority of, and the business affairs of this Corporation shall be controlled by a Board of Directors.
In addition to those powers and duties enumerated in the Articles of Incorporation and these Bylaws the Board of Directors may:
a. Appoint a Finance Committee, and such other Committees as may be necessary from time to time, consisting of such number of its members and with such powers as it may designate, consistent with the Articles of Incorporation and Bylaws and the General Corporation Laws of the State of California. Such Committees shall hold office at the pleasure of the Board.
b. Determine from time to time by resolution such person or persons who shall sign or endorse all checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation.
c. Authorize any Director or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, except as otherwise provided in the Bylaws. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, Agent or Employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or to render it liable for any purpose or for any amount.
d. Direct and supervise an annual audit of accounts of the corporation at the end of each fiscal year by a certified public accountant. The fiscal year for such purpose is April 1 through March 31.
e. Cause to be sent to the Shareholders, not later than 120 days after the close of the fiscal or calendar year, an annual report in such form as may be deemed appropriate by the Board of Directors. The annual report of Shareholders referred to in Section 1501(a) of the California Corporations Code is expressly dispensed with for this purpose.
Section 2. Number of Directors
The authorized number of Directors shall be no less than five (5) nor more than nine (9) until changed by amendment of the Articles of Incorporation or by a Bylaw amending this Section 2 duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided that a proposal to reduce the authorized number of Directors below five (5) cannot be adopted if the votes cast against its adopting at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3 percent of the outstanding shares entitled to vote.
(Amended by the Shareholders, April 14, 2011)
Section 3. Qualification of Directors
The Directors of the Corporation shall be residents of the State of California.
Section 4. Nomination of Directors
Directors shall be nominated by the Shareholders of the Corporation.
Section 5. Election and Term of Office
The Directors shall be elected at each annual Shareholders meeting; provided, however, that if any annual meeting is not held or the Directors are not elected at any annual meeting, they may be elected at any special Shareholders meeting held for that purpose. Each Director shall hold office until his successor is elected.
Section 6. Compensation of Directors
Directors shall serve without compensation.
Section 7. Vacancies
Vacancies in the Board of Directors may be filled by a majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual meeting of Shareholders or at a special meeting called for that purpose.
The Shareholders may at any time elect a Director to fill any vacancy not filled by the Directors, and may elect the additional Directors at the meeting at which an amendment of the Bylaws is voted authorizing an increase in the number of Directors.
A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any Director, or if the Shareholders shall increase the authorized number of Directors, but shall fail at the meeting at which such increase is authorized, or at an adjournment thereof, to elect the additional Director so, provided for, or in case the Shareholders fail at any time to elect the full number of authorized Directors. A vacancy in the Board of Directors created by the removal of a Director may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares.
If the Board of Directors accepts the resignation of a Director tendered to take effect at a future date, the Board, or the Shareholders, shall have the power to elect a successor to take office when the resignation shall become effective.
No reduction of the number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.
Section 8. Removal of Directors
The entire Board of Directors or any individual Director may be removed from office as provided by Section 303(a) of the Corporations Code of the State of California.
Board of Directors Meetings
Section 1. Location
Meetings of the Board of Directors shall be held at any place within or without the state designated from time to time as deemed by the Chairperson of the Board or the President, or by resolution of the Board or written consent of all members of the Board. In the absence of such designation, meetings shall be held at the principal executive office of the Corporation.
Section 2. Organization Meeting
The organization meeting of the Board of Directors shall be held as soon as is practical following each annual meeting of the Shareholders.
Section 3. Regular Meetings
Regular meetings of the Board of Directors shall be held, without call, at such times and places as are from time to time determined by the Board of Directors, the Chairperson or the President. No notice need be given of the holding of such regular meetings, which may be held in person or via teleconference.
Section 4. Special Meetings
Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the Chairperson of the Board, the President, any Vice President, the Secretary or by any two (2) Directors.
Notice. Written notice of the time and place of special meetings shall be delivered personally to each Director or communicated to each Director by telephone, by email or by mail, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation or, if it is not so shown on such records or is not readily ascertainable, at the place at which the meetings of the Directors are regularly held or by other means of written communication. In case such notice is mailed, it shall be deposited in the United States mail in the place in which the principal executive office of the Corporation is located at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered, personally, by telephone or by email, as above provided, it shall be so delivered at least 48 hours prior to the time of the holding of the meeting. Such mailing, or delivery, personally or by telephone or by email, as above provided, shall be due, legal and personal notice to such Directors.
Any notice shall state the date, place and hour of the meeting and the general nature of the business to be transacted, and no other business may be transacted at the meeting.
Section 5. Validation of Defectively Called or Noticed Meetings
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to him, signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 6. Adjournment
A quorum of the Directors may adjourn any Directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum a majority of the Directors present at any Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.
If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. Otherwise, notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.
Section 7. Quorum
A majority of the number of Directors as fixed by these Bylaws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when, duly assembled, is valid as a corporate act; provided, that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business.
Section 8. Action Without Meeting
Any action required or permitted to be taken by the Board of Directors of the corporation under any provision of the General Corporation Law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of this division which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the Articles of Incorporation or Bylaws, as the case may be, authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.
Section 1. Number and Titles
The Officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Corporation may also have, in the discretion of the Shareholders or Board of Directors, a Chairperson of the Board, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article. Any number of offices may be held by the same person. The President shall serve as the Chief Executive Officer, and the Treasurer shall serve as the Chief Financial Officer.
Section 2. Election
The President shall be elected by the Shareholders of the Corporation, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.
All other Officers of the Corporation may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article.
Section 3. Appointment
The Officers of the Corporation, except for the President, shall be chosen by and hold office at the pleasure of the Board of Directors, and each shall hold office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.
The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.
Section 4. Removal and Resignation
The President may be removed, either with or without cause, by a majority of the Shareholders, at any regular or special meeting of the Shareholders.
Any other Officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board; or, except in the case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified herein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies
A vacancy in any office because of the death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.
Section 6. Duties of Officers
a. Chairperson of the Board. The Chairperson of the Board, if there shall be such an Officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Shareholders or Board of Directors or prescribed by the Bylaws.
b. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairperson of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business, employees and certain Officers of the Corporation. In the absence of the Chairperson of the Board, or if there be none, he shall preside at all meetings of the Board of Directors. He shall be an ex-officio member of all the standing committees, including the Finance Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
c. Vice President. In the absence or disability of the President, the Vice President designated by the Board of Directors 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 upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for him respectively by the President, Board of Directors or the Bylaws.
The Secretary shall:
1) Keep, or cause to be kept, a Book of Minutes at the principal executive office or such other place as the Board of Directors may order, of all actions taken at all meetings of the Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at Shareholders’ meetings and the proceedings thereof.
2) Keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number of each class of shares held by each; and the number and date of Certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.
3) Give, or cause to be given notice of all the meetings of the Shareholders and of the Board of Directors required by the Bylaws or by the law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the President, Board of Directors or the Bylaws.
The Treasurer shall:
1) Be the Chief Financial Officer of the Corporation and shall keep and maintain, or cause to be kept and maintained according to generally accepted accounting principles (GAAP), adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus and surplus arising from a reduction of stated capital shall be classified according to source and shown in a separate account. The books of account shall at all reasonable times be open to inspection by any Director or Shareholder.
2) Deposit monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the President or Board of Directors; shall render to the President and Directors, whenever they request it, an account of all transactions and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the President, Board of Directors or the Bylaws.
The Corporation shall, to the maximum extent, permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation, and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article, an “agent” of the Corporation includes any person who is or was a director, officer, employee or their agent of the Corporation, or is or was serving at the request of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.
Section 1. Rules of Order
All meetings of the corporation and the Board of Directors shall be governed by the then current Modern Rules of Order by Donald A. Tortorice.
Section 2. Books and Records
The Corporation shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept, at its principal place of business in the State of California, as fixed by the Board of Directors from time to time.
All books and records shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided in sections 1600 -1603 of the Corporations Code of California.
Section 3. Certification and Inspection of Bylaws
The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be kept open to inspection by the Shareholders of the Corporation, as provided in Section 213 of the Corporations Code of California.
Section 4. Policy and Procedures
The Board of Directors may adopt, amend or repeal any such policies and procedures not inconsistent with the Bylaws for the management of the internal affairs of the Corporation and the governance of its officers, agents, committees and employees.
Amendments to the Bylaws
Section 1. By Shareholders
New Bylaws may be adopted or these Bylaws may be repealed or amended at the annual meeting, or at any other meeting of the Shareholders called for that purpose, by an affirmative vote of Shareholders entitled to exercise a majority of the voting power of the corporation, or by the written consent of such Shareholders.
Section 2. Powers of Directors
Subject to the right of Shareholders to adopt, amend or repeal Bylaws, as provided in section 1 of this Article X, the Board of Directors may adopt, amend or repeal any of these Bylaws; but, a Bylaw or amendment thereof changing the authorized number of Directors must be approved by the vote or written consent of Shareholders entitled to exercise the majority of the voting power of the Corporation.
Section 3. Records of Amendments
Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.
Certificates and Transfer of Shares
Section 1. Certificates for Shares
Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder of the shares represented thereby; its number, a statement of the right, privilege, preferences and restrictions, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable, or its assessments are collectible by personal action, a plain statement of such facts.
Every certificate of shares must be signed by the President or a Vice President and the Secretary or an assistant Secretary or must be authenticated by facsimiles of the signatures of the President and Secretary or by a facsimile of the signature of its President and the written signature of its Secretary or an assistant Secretary. Before it becomes effective, every certificate for shares authenticated by a facsimile of a signature must be countersigned by a transfer clerk or transfer agent and must be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers.
Section 2. Transfer on the Books
Upon surrender to the Secretary or transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and, record the transaction upon its books.
Section 3. Lost or Destroyed Certificates
Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall, if the Directors so require, give the Corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the stock represented by said certificate, Whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.
Section 4. Transfer Agents and Registrars
The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, which shall be an incorporated bank or trust company either domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.
Section 5. Closing Stock Transfer Books
The Board of Directors may close the transfer books; in their discretion for a period not exceeding 50 days preceding any meeting, annual or special, of the Shareholders, or the day appointed for the payment of a dividend.
(Adopted July 20, 2012)