Association Bylaws

ARTICLE 7 - CORPORATE RECORDS, REPORTS AND SEAL
 

SECTION 1.   MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California:

(a)  Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b)  Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c)  A record of its members indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d)   A copy of the corporations Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

SECTION 2.  CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3.  DIRECTORS’ INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

SECTION 4.  MEMBERS’ INSPECTION RIGHTS

Each and every member shall have the following inspection rights, for a purpose reasonably related to such persons interest as a member:

(a)  To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon five (5) business days’ prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b)  To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c)  To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the member, for a purpose reasonably related to such person’s interests as a member.

SECTION 5.  RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

SECTION 6.  ANNUAL REPORT

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all directors of the corporation and to any member who requests it in writing. The report shall contain the following information in appropriate detail:

(a)  The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;

(b)  The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c)  The revenue or receipts of the corporation , both unrestricted and restricted to particular purposes, for the fiscal year;

(d)  The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;

(e)  Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

SECTION 7.  ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

This corporation ‘shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

(a)  Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:

(1)  Any. director or officer of the corporation, or it5 parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or

(2)  Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

If this corporation has any members and provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.