Article 1 – Name
Article 2 – Offices
Article 3 – Purposes
Article 4 – Officers
Article 5 – Directors
Article 6 – Commitees
Article 7 – Execution of Instruments, Deposits and Funds
Article 8 – Corporate Records, Reports and Seal
Article 9 – Fiscal Year
Article 10 – Amendment of Bylaws
Article 11 – Amendment of Articles
Article 12 – Prohibition Against Sharing Corporate and Assets
Article 13 – Members
The name of this corporation shall be Western Automotive Journalists.
Sec. 1. Principal Office
The principal office of the corporation for the transaction of business is located in San Francisco, California.
Sec. 2. Change of Address
The county of the corporation’s principal office can be changed only by amendment of these bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another, provided that such a change shall be noted by amendment to these Bylaws.
Sec. 3. Other Offices
The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.
Sec. 1. Objectives and Purposes
The primary objectives and purposes of the corporation shall be: The pursuit of improving and expanding the profession of writing, broadcasting or telecommunicating on automobiles and the automobile industry.
Sec. 1. Officers
The officers of the corporation shall be:
•Chief Financial Officer, who shall be designated the Treasurer,
•Four Vice Presidents who will each serve in a functional capacity:
•Executive Vice President, who shall preside over corporation meetings in the absence of the President and serve as chairperson of the Media Day committee.
•Membership Vice President
•Program Vice President
The President and/or Board of Directors may assign vice presidents other duties. In addition, the immediate past President shall serve as an advisory member of the Board of Directors, without the voting rights of a regular director. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, more Vice Presidents, Assistant Secretaries, Assistant Treasurers or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board. same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.
Sec. 2. Qualification, Election and Term of Office
Any member may serve as an officer of the corporation. Officers shall be elected by the general membership for a two-year term as the board may from time to time direct in order to assume office the first day of July, and each officer shall hold office until removed, otherwise disqualified to serve or a successor shall be elected and qualified, whichever occurs first.
Sec. 3. Subordinate Officers
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority and perform such duties as may be prescribed from time to time by the Board of Directors.
Sec. 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Sec. 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board of Directors shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board of Directors may or may not be filled as the Board of Directors shall determine.
Sec. 6. Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. The President shall perform all duties incident to the office of President and such other duties as may be required by law, the Articles of Incorporation of this corporation or these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, the President shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Sec. 7. Executive Vice President
The Executive Vice President who shall preside over corporation meetings in the absence of the President and serve as chairperson of the Media Day committee. As Chairman of the Media Day Committee, they shall be responsible for planning and execution of all aspects of Media Day including planning, program, participation, and directing other members of the committee as needed.
Sec.8. Duties of Vice Presidents
In the absence of the President, or in the event of the President’s inability or refusal to act, a Vice President, upon the vote of a majority of officers present, shall perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation, or these Bylaws, or as may be prescribed by the Board of Directors.
The primary duties of Vice Presidents are to represent the interests of members in their respective regions and to serve as the coordinator of events, whether the events be business or pleasure, when the association meets in those areas.
Sec. 9. Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original or a copy of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation, or at such other place as the board may determine, a book of minutes of all meetings of the Board of Directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws. Keep at the principal office of the corporation a membership book containing the name and address of members, and in the case where any membership has been terminated, record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or a director’s agent or attorney, on request therefor, the Bylaws, the membership book and the minutes of the proceedings of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation of this corporation or these Bylaws, or which may be assigned to the Secretary from time to time by the Board of Directors.
Sec. 10. Duties of Treasurer
Subject to the provisions of these Bylaws relating to “Execution of Instruments, Deposits and Funds,” the Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation ’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to a director’s agent or attorney, on request therefor. Render to the President and directors, whenever requested, an account of any or all of the Treasurer’s transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. Exhibit at all reasonable times the books of account and financial records to any director of the corporation or the director ’s agent or attorney, on request therefor. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Articles of Incorporation of the corporation or these Bylaws, or which may be assigned to the Treasurer from time to time by the Board of Directors.
Sec. 11 Duties of the Communications Vice President
The Communications VP shall be responsible for all communications to our members, corporate partners, non-members of the media, and others as the need arises. They shall preside over the Communications Committees, which are made up of member volunteers. These committees and volunteers are tasked with management and upkeep of the WAJ website, management of WAJ social media presence, newsletter production and dissemination, Media Guide updates, production, distribution, and advertising, and the production of programs for WAJ events.
Sec. 12. Duties of the Membership Vice President
The Membership VP shall chair the membership committee, which reviews and submits to the board recommendations on applications for membership in the corporation and is responsible for coordinating the annual membership renewal drive, and maintaining an accurate and update membership roster. The position shall also be responsible for new member campaigns, and outreach.
Sec.13. Duties of the Programs Vice President
The Programs VP shall be responsible for periodic arranging corporation member meetings, arranging speakers and locations and develop an annual calendar and budget for such meetings.
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Sec. 1. Number
The Corporation shall have eight directors, seven regular directors and one advisory director, the immediate past President who shall serve without voting rights, and collectively they shall be known as the Board of Directors.
Sec. 2. General Corporation Powers
The business and affairs of this corporation shall be vested in and exercised by the corporation’s Board of Directors. Subject to the limitations expressed in Art. 6, Sec. 1, the Board of Directors may delegate the management of the activities of the corporation to any person or persons, management company of committee, provided that notwithstanding any such delegation the activities and affairs of the corporation shall continue to be managed and all Corporate powers shall continue to be exercised under the ultimate direction of the Board of Directors.
Sec. 3. Specific Powers
Without prejudice to the general powers of the Board of Directors set forth in Sec. 2 of this Article, the directors shall have the power to:
(a) exercise all powers vested in the Board of Directors under the laws of the State of California;
(b) appoint and remove all officers of the corporation, the Executive Director of the corporation, if any, and other corporation employees; prescribe any powers and duties for such persons that are consistent with law, the articles of incorporation and these Bylaws, and fix their compensation;
(c) appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the corporation, and to fix their duties and to establish their compensation;
(d) adopt and establish rules and regulations governing the affairs and activities of the corporation including procedures for the suspension and reinstatement of members;
(e) enforce all applicable provisions of these Bylaws;
(f) contract for and pay premiums for insurance and bonds (including indemnity bonds) which may be required from time to time by the corporation;
(g) pay all taxes and charges incurred by or levied against the corporation;
(h) delegate its duties and powers hereunder to the officers of the corporation or to committees established by the Board of Directors, subject to the limitations expressed in Art. 6;
(i) prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the corporation in a manner consistent with generally accepted accounting principles, and at no greater than annual intervals prepare an annual financial report, a copy of which shall be delivered to each director;
(j) appoint such committees as it deems necessary from time to time in connection with the affairs of the corporation in accordance with Art. 6;
(k) fill vacancies on the Board of Directors or in any committee, subject to the provisions of Art. 6;
(l) open bank accounts and borrow money on behalf of the corporation and designate the signatories to such bank accounts;
(m) bring and defend actions on behalf of the corporation so long as the action is pertinent to the operations of the corporation; and
(n) register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Sec. 4. Limitations on Powers
(a) Self-dealing transactions: Notwithstanding the powers conferred on the Board of Directors pursuant to Sec. 1 and Sec. 2 of this Article, this corporation shall not engage in any transaction which meets the definition of a “self-dealing transaction” as defined in California Corporations Code sec. 5233 unless the transaction has been approved by one of the means specified in sec. 5233(d).
(b) Transactions Between Corporations Having Common Directorships. Unless it is established that the contract or transaction is just and reasonable as to the corporation at the time it is authorized, approved or ratified, this corporation shall not enter into a contract or transaction with any other corporation, association or entity in which one or more of the corporation’s directors are directors unless the material facts as to the transaction and the director’s common directorship are fully known or disclosed to the Board of Directors. The Board of Directors must approve, authorize or ratify any such contract or transaction in good faith and by a vote sufficient without counting the vote of the common director(s).
(c) Loans to Directors or Officers. This corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless the transaction is first approved by the California Attorney General. This provision shall not apply to any reasonable advance of expenses anticipated to be incurred in the performance of the director’s or officer’s duties.
(d) Standards for Investment. Except as provided in California Corporations Code secs. 5240 (c) and 5241, in the investment, reinvestment, purchase, acquisition, exchange, sale and management of the corporation’s investments, the Board of Directors shall:
(i) avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the corporation’s capital; and
(ii) comply with additional standards, if any, imposed by the Articles of Incorporation, these Bylaws, any resolutions duly adopted by the Board of Directors or the express terms of any instrument or agreement pursuant to which the invested assets were contributed to the corporation.
Sec. 5. Duties
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, the Articles of Incorporation of this corporation or these Bylaws;
(b) Appoint, remove and, except as otherwise provided in these Bylaws, prescribe the duties, if any, of all officers, agents and employees of the corporation;
(c) Supervise all officers of the corporation to assure their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws; and
(e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Sec. 6. Terms of Office
Each director shall hold office until the next annual election of the Board of Directors as specified in these Bylaws, and a successor is elected and qualifies.
Sec. 7. Compensation
Directors shall serve without compensation but may be reimbursed for such reasonable expenses as are authorized by the Board. In addition, they shall be allowed reasonable advancement for or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
Sec. 8. Place of Meetings
Meetings shall be held at a public place within or without the State of California designated from time to time by the Chairperson of the Board of Directors. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another.
Sec. 9. Regular and Annual Meetings
Regular meetings of the Board of Directors shall be held at least quarterly when at least five (5) days written notice has been given, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.
Sec. 10. Special Meetings
Special meetings of the Board of Directors may be called by the President or by vote of the majority of the Board of Directors upon four (4) days notice, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.
Sec. 11. Notice of Meetings
Regular meetings of the Board of Directors may be held without notice. Special meetings of the Board of Directors shall be held upon four (4) days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally or by telephone or email. If sent by regular mail or email, the notice shall be deemed delivered on its deposit in the U. S. Postal Service or by acknowledgement from the email recipient. Such notices shall be addressed to each director at the address shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
Sec. 12. Contents of Notice
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any meeting of the Board of Directors need not be specified in the notice.
Sec. 13. Waiver of Notice and Consent to Holding Meetings
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as herein defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the 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.
Sec. 14. Quorum for Meetings
A quorum shall consist of five Directors.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation or by law, no business shall be considered by the Board of Directors at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion the Chairperson shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, 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 at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to the withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or the Bylaws of this corporation.
Sec. 15. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.
Sec. 16. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board of Directors, or if no such person has been designated or, in this person’s absence, the President of the corporation or, in this person’s absence, by a Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in this person’s absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this corporation or provisions of law.
Sec. 17. Action by Unanimous Written Consent Without Meeting
Any action required or permitted to be taken by the Board of Directors under any provision of 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 the unanimous vote of the directors. Any certificate or other document filed under any provision of law 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 Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
Sec. 18. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any directors, and (2) whenever the number of authorized directors is increased.
If the corporation has less than fifty (50) members, directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.
Any director may resign effective upon giving written notice to the Chairperson of the Board of Directors, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the Board of Directors may be filled by approval of the Board of Directors or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws or (3) a sole remaining director. If this corporation has members, however, vacancies created by the removal of a director may be filled only by approval of the members. The members, if any, of this corporation may elect a director at any time to fill any vacancy not filled by the directors.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until the person’s death, resignation or removal from office.
Sec. 18.1. Corporate Agents
(a) Any person who was or is a director, officer, employee or other agent of the corporation (collectively “Agents”) may be indemnified by the corporation for any claims, demands, causes of action, expenses or liabilities arising out of, or pertaining to, the Agent’s service to or on behalf of the corporation to the full extent permitted by California Corporations Code Sec. 5238.
(b) The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability under Sec. 5238 of the Corporations Code; provided, however, that the corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for a violation of California Corporations Code 5233.
Sec. 18.2 Nonpaid Directors; alleged failure to discharge duties; no monetary liability
Except as provided in California Corporations Code Secs. 5233 or 5237, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any nonpaid director, including any nonpaid director who is also a nonpaid officer, of this corporation based upon any alleged failure to discharge the person’s duties as director or officer if the duties are performed in a manner that meets all of the following criteria:
(a) the duties are performed in good faith;
(b) the duties are performed in a manner such director believes to be in the best interests of the corporation; and
(c) the duties are performed with such care, including reasonable inquiry, as an ordinary prudent person in a life position would use under similar circumstances.
Sec. 18.3 Personal Liability of Volunteer Director for Negligence
(a) Except as provided in subparagraph (c) below, there shall be no personal liability to a third party on the part of a volunteer director or volunteer executive committee officer of this corporation caused by the director’s or officer’s negligent act of omission in the performance of that person’s duties as a director or officer, if all of the following conditions are met:
(i) the act or omission was within the scope of the director’s or executive committee officer’s duties;
(ii) the act or omission was performed in good faith;
(iii) the act or omission was not reckless, wanton, intentional or grossly negligent; and
(iv) damages caused by the act or omission are covered pursuant to a liability insurance policy issued to the corporation, either in the form of a general liability policy or a director’s and officer’s liability policy, or personally to the director or executive committee officer. In the event that the damages are not covered by a liability insurance policy, the volunteer director or volunteer executive committee officer shall not be personally liable for the damages if the Board of Directors and the person had made all reasonable efforts in good faith to obtain available liability insurance.
(b) For purposes of this sec. 18.3, “volunteer” means the rendering of services without compensation. “Compensation” means remuneration whether by the way of salary, fee or other consideration for services rendered. However, the payment of per diem, mileage or other reimbursement expenses to a director or executive committee officer does not affect that person’s status as a volunteer within the meaning of this section.
(c) This section does not eliminate or limit the liability of a director or officer for any of the following:
(i) any liability with respect to self-dealing transactions as provided in California Corporations Code sec. 5233 or any liability with respect to certain prohibited distributions, loans or guarantees as provided in sec. 5237 of said law; or
(ii) in any action or proceeding brought by the California Attorney General.
To the extent a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact the person is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person on connection with such proceeding.
If such person either settles any such claim or sustains a judgment against such person, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation.
Sec. 19. Non-Liability of Directors
Any person who was or is a director, officer, employee or other agent of the corporation may be indemnified by the corporation for any claims, demands, causes of action expenses or liabilities arising out of or pertaining to the agent’s service to or on behalf of the corporation to the fullest extent permitted by California Corporations Code sec. 5238.
Sec. 1. Executive Committee
The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:
(a) The approval of any action which, under law of the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members;
(b) The filling of vacancies on the Board of Directors or on any committee which has the authority of the Board of Directors;
(c) The fixing of compensation of the directors for serving on the Board of Directors or on any committee;
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) The amendment or repeal or any resolution of the Board of Directors which by its express terms is not so amendable or repealable.
(f) The appointment of committees of the Board of Directors or the members thereof.
(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected. By a majority vote of its members then in office, the Board of Directors may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board of Directors. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records and report the same to the board from time to time as the Board of Directors may require.
Sec. 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as “advisory” committees.
Sec. 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
Article 7 — Execution of Instruments, Deposits and Funds
Sec. 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by an contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Sec. 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.
Sec. 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Sec. 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the charitable or public purposes of this corporation.
Article 8 — Corporate Records, Reports and Seal
Sec. 1. Maintenance of Corporate Records
In accordance with California Corporations Code sec. 6334, every director shall have an absolute right at any reasonable time to inspect all books, records, documents and minutes of the corporation and the physical properties owned by the corporation. The right of inspection by a director includes the right to make extracts and copies of documents. The corporation shall keep at its principal office in the State of California:
(a) Minutes of all meetings of directors, committees of the Board of Directors and, if this corporation has members, of all meetings of members, indicating the time and place of holding of such meetings, whether regular or special, how called, the notice given, 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, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; and
(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Sec. 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.
Sec. 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.
Sec. 4. Members’ Inspection Rights
Each and every member in good standing shall have the following inspection rights for a purpose reasonably related to such person’s 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, a 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.
Sec. 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.
Sec. 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, if this corporation has members, to any member who requests it in writing, which 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; and
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year. 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. If this corporation has members, then, if this corporation receives twenty five thousand dollars ($25,000) or more in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time and with such contents, including an accompanying report from independent accountants or certification of
a corporate officer, as specified by the above provisions of this Section relating to the annual report.
Sec. 1 Fiscal Year of the Corporation
The fiscal year of the corporation shall begin on January 1 and end of December 31 in each year.Article
Article 10 — Amendment of Bylaws
Sec. 1. Amendment
Subject to any provision of law applicable to the amendment of the Bylaws of nonprofit mutual benefit corporations, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of the members of this corporation.
Article 11 — Amendment of Articles
Sec. 1. Amendment of Articles Before Admission of Members
Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.
Sec. 2. Amendment of Articles After Admission of Members
After members, if any, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this s corporation.
Sec. 3. Certain Amendments
Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a “Statement by a Domestic NonProfit Corporation” pursuant to Section 6210 of the California Nonprofit Corporation Law.
Article 12 — Prohibition Against Sharing Corporate Assets
Sec. 1. Prohibition Against Sharing Corporate Profits and Assets
No member, director, officer, employee or other person connected with this corporation or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of and shall not receive any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
Sec. 1. Determination and Rights of Members
The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions and conditions.
Sec. 2. Qualifications of Members
The qualifications for membership in this corporation are as follows: Each applicant must be an accredited automotive journalist with at least six (6) samples of writing or production on automobiles from the twelve (12) months prior to the date of application that have been published, broadcast or telecommunicated in such a way that they resulted in a publication or broadcast. Members may be required by the Board of Directors to provide samples of their published, broadcast or telecommunications work to determine if the member continues to qualify for membership. A member must maintain qualification for membership and will be removed by the Board of Directors if failing to meet qualifications for a maximum period of one (1) year.
Sec. 3. Admission of Members
Applicants shall be admitted to membership upon approval of the board of directors based on requirements set forth in Section 2.
Sec. 4. Fees, Dues, and Assessments
(a) The following fee shall be charged for making application for membership in the corporation: none, unless specified at some future time, by the board of directors for speciﬁc events, and only for entrance to those events, to ensure that all costs are recovered.
(b) The annual dues payable to the corporation by members shall be $35 (thirty ﬁve dollars), or until changed at the direction of the board of directors. Annual membership will begin January 1 and continue through December 31 of each calendar year.
(c) Memberships shall be not be assessable.
Sec. 5. Number of Members
There is no limit on the number of members the corporation may admit.
Sec. 6. Membership Book
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office and shall be available for inspection by any director or member of the corporation during regular business hours.
The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member’s interest as a member.
Sec. 7. Non-Liability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Sec. 8. Non-transferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
Sec. 9. Termination of Membership
(a) Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:
(1 ) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
(2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.
(3) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30)-day period following the member’s receipt of the written notification’ of delinquency.
(b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the following procedure shall be implemented:
(l) A notice shall be sent by first-class or registered mail to the last address of the member as shown on the corporation’s records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (.15) days before the proposed effective date of the expulsion.
(2) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The Board of Directors in accordance with the quorum will hold the hearing and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
(3) Following the hearing. The Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
(4) If this corporation has provided for the payment of dues by members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be pro-rated to return only the unaccrued balance remaining for the period of the dues payment.
Sec. 10. Rights on Termination of Membership
All rights of a member in the corporation shall cease on termination of membership as herein
Sec. 11. Amendments Resulting in the Termination of Membership
Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of incorporation or of the Bylaws of this corporation would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonproﬁt Public Benefit Corporation Law.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the Articles of incorporation of Western Automotive Journalists, a California nonproﬁt corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of __ pages, as the Bylaws of this corporation.