WAJ Bylaws
Revised September 2020
Article 1 — Name
Article 2 — Offices
Article 3 — Purposes
Article 4 — Officers
Article 5 — Board of Directors
Article 6 — Committees
Article 7 — Execution of Instruments, Gifts
Article 8 — Corporate Records and Reports
Article 9 — Fiscal Year
Article 10 — Amendment of Bylaws
Article 11 — Amendment of Articles
Article 12 — Prohibition Against Sharing Corporate Assets
Article 13 — Members
Article 14 — Member Meetings and Voting
Article 15 — Email and Electronic Transmission
Article 1 — Name
The name of this corporation, as established in its Articles of Incorporation, is Western Automotive Journalists.
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Article 2 — Offices
Sec. 1. Principal Office; Mailing Address
The Board of Directors shall determine, and may change, the location of the corporation’s principal office and its mailing address.
Sec. 2. 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 the Board of Directors may designate.
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Article 3 — Purposes
Sec. 1. Purposes
The purpose of the corporation, as established in its Articles of Incorporation, is to further the pursuits of automotive journalists who write, broadcast, or telecommunicate about automobiles and the automotive industry.
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Article 4 — Officers
Sec. 1. Officers
The corporation shall have the following principal officers:
• President
• Secretary
• Treasurer
• Executive Vice President
• Vice President
Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as the President or the Chairperson of the Board, if any.
Sec. 2. Qualification, Election and Term of Office
Any member may serve as an officer of the corporation. Principal officers shall be elected by the general membership for two-year terms that commence on the first day of July in odd-numbered years. Each principal officer shall hold office until the expiration of his or her term and until a successor is elected and qualified, unless such officer earlier resigns or is removed.
Sec. 3. Subordinate Officers
The Board of Directors may elect, or may authorize the President or another officer to appoint, such other officers or agents as it may deem desirable. Each such subordinate officer shall have the title and authority, hold office for the period, and perform the duties specified by the Board or by the officer on whom the Board conferred such authority. Unless the Board determines otherwise in a specific case, the Board’s authorization to the President or another officer to appoint a subordinate officer includes authorization to remove such subordinate officer or fill a vacancy in a subordinate office. The Board can remove any subordinate officer at any time.
Sec. 4. Removal and Resignation
The Board of Directors, by the vote of a majority of the directors who are members of the corporation, may declare vacant the office of any principal officer who ceases to be a member. In addition, the Board of Directors may declare vacant the office of any principal officer who has been declared of unsound mind by a final order of court, or convicted of a felony, or, if the corporation holds assets in charitable trust, has been found by a final order or judgment of any court to have breached a duty Section 7238 of the California Nonprofit Corporation Law.
The members may remove any officer, with or without cause, at any time. If there are fewer than fifty members, the affirmative votes of a majority of all members shall be required to remove any principal officer.
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.
Resignation or removal of a principal officer shall also constitute resignation or removal of such principal officer from the Board of Directors.
Sec. 5. Vacancies in Principal Offices
Any vacancy caused by the death, resignation, removal, disqualification, or departure of any principal officer prior to the expiration of his or her term shall be filled by the Board of Directors for the remainder of the term. In the event of a vacancy in any principal 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.
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 have the powers and duties of management generally vested the office of a corporate president and shall have such other powers and duties as may be prescribed by law, these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically elected as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and at all meetings of the members. Except as otherwise expressly provided by law 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 Vice President shall preside over corporation meetings in the absence of the President In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President, upon the vote 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 on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, these Bylaws, or as may be prescribed by the Board of Directors.
Sec. 8. Duties of Secretary
The Secretary shall:
(a) Keep the minute book described in Article 8, Section 1(a), and prepare or cause to be prepared the minutes of meetings of the Board, Executive Committees of the Board, and Membership.
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
(c) Be custodian of the records of the corporation, and make them available for inspection by the directors as required in Article 8, Section 2 or by members to the extent provided by Article 8, Section 3 or as provided by law.
(d) Keep the membership book described in Article 13, Section 6.
(e) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law or these Bylaws, or which may be assigned to the Secretary from time to time by the Board of Directors.
Sec. 9. Duties of Treasurer
Subject to the provisions of these Bylaws relating to “Execution of Instruments, Deposits and Funds,” the Treasurer shall:
(a) Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever, 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.
(b) Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors.
(c) Keep and maintain books and records of the corporation as described in Article 8, Section 1(b) and make them available for inspection by the directors as required in Article 8, Section 2 or by members to the extent provided by Article 8, Section 3 or as provided by law. 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.
(d) Prepare, or cause to be prepared, the financial statements to be included in any required reports.
(e) File, or cause to be filed, any state or federal tax returns or forms that are required of the corporation.
(f) 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. 10. Vice President
The Vice President shall have such duties as may be required by these Bylaws, or which may be assigned from time to time by the Board of Directors.
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Article 5 — Board of Directors
Sec. 1. Number and Composition of the Board
The Board of Directors of the Corporation shall consist of the individuals who are then serving as the President, Executive Vice President, Secretary, Treasurer, and Vice President of this Corporation. The number of directors shall be the number of individuals then serving in those offices.
Sec. 2. General Corporation Powers
Subject to the provisions of the California Nonprofit Corporation Law and these Bylaws, all the activities and affairs of this corporation and all its corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the activities of the corporation to any person or persons, management company or 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. Limitations on Powers
(a) Self-Dealing Transactions. Notwithstanding the powers conferred on the Board of Directors, this corporation shall not engage in any transaction in which a director has a material financial interest within the meaning of California Corporations Code sec. 7233 unless the transaction has been approved by one of the means specified in sec. 7233(a)(1) or (2), or unless the transaction is just and reasonable as to the corporation at the time it authorized, approved, or ratified.
(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 (1) the material facts as to the transaction and the director’s common directorship are fully known or disclosed to the Board of Directors and the Board approves, authorizes or ratifies such contract or transaction in good faith and by a vote sufficient without counting the vote of the common director(s) or (2) the contract or transaction is approved by the members in good faith.
(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) Actions Requiring Member Approval. Member approval is required for the disposition of all or substantially all assets of the Corporation, any merger or voluntary dissolution of the Corporation, or any other matter where member approval is required by these Bylaws or the California Nonprofit Corporation Law.
Sec. 4. Standard of Conduct
A director shall perform the duties of a director, including duties as a member of an Executive Committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(a) One or more officers or employees of the Corporation whom the director believes to be reliable and competent as to the matters presented;
(b) Counsel, independent accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or
(c) A committee upon which the director does not serve that is composed exclusively of any combination of directors and/or persons described in (a) or (b), as to matters within the committee’s designated authority, provided that the director believes such committee merits confidence;
so long as in any such case, the director acts in good faith after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
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) Oversee the activities and affairs of this corporation and take such actions as they deem to be in the best interests of the corporation and in furtherance of its purposes;
(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 delivered to them at such addresses shall be valid notices thereof.
Sec. 6. Terms of Office
Each director shall serve on the Board while and for so long as he or she holds the underlying principal office that makes him or her a member of the Board of Directors under Section 1 of this Article 5, and if an individual ceases to hold principal office due to resignation, removal, or any other reason, such individual will thereby cease being a member of the Board of Directors.
Sec. 7. Compensation
Directors shall serve without compensation, but may be reimbursed for such reasonable expenses incurred in the performance of their duties as are authorized by the Board. 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 3 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 Board of Directors or by the President. 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 Meetings
Regular meetings of the Board of Directors shall be held at least quarterly, on dates or a schedule determined by the Board of Directors. If a regularly scheduled meeting falls on a legal holiday, the regular quarterly meeting shall be held at the same hour and place on the next business day unless otherwise determined by the Board.
Sec. 10. Special Meetings
Special meetings of the Board of Directors may be called by the President or by directors constituting the majority of the then serving directors, 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 US mail or forty-eight (48) hours’ notice delivered personally or by telephone or email in compliance with Article 15. If sent by regular mail or email, the notice shall be deemed delivered on its deposit in the U. S. Postal Service. 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, date, and time 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 the majority of the directors then serving on the Board.
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 these Bylaws.
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, except as otherwise provided by these Bylaws or by the California Nonprofit Corporation Law. No director may vote by proxy.
Sec. 16. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President or, in this person’s absence, by the Vice President 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.
Except as otherwise determined by the Board, 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 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. Indemnification of 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 against expenses, judgments, settlements, fines, or other amounts reasonably incurred by an agent who is a party or threatened to be made a party to a criminal, civil, administrative, or investigative proceeding by reason of the fact that the agent is or was an agent of the corporation. Any such indemnification (including any advance for expenses incurred prior to the final disposition of a proceeding) shall comply with all the substantive and procedural requirements of Section 7237 of the California Nonprofit Corporation Law, including the requirement that an agent may only be indemnified if such agent has met the applicable standard of conduct required by Section 7237.
(b) On written request to the Board of Directors in each specific case by any agent seeking indemnification: (i) to the extent that the agent has been successful on the merits in defense of the proceeding, the Board shall promptly authorize indemnification in accordance with Section 7237(d) of the California Nonprofit Corporation Law, or (ii) otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 7237(b) or Section 7237(c), and, if so, shall determine whether to authorize indemnification to the extent permitted thereby. If the Board cannot do so because there is no quorum of directors who are not party to the proceeding for which indemnification is sought, the Board shall promptly call a meeting of the members. At that meeting, the members shall determine whether, in the specific case, the applicable standard of conduct stated in Section 7237 has been met, and, if so, the members shall determine whether authorize indemnification to the extent permitted thereby.
(c) 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. 7237 of the Corporations Code.
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Article 6 — Committees
Sec. 1. Executive Committee
The Board of Directors may, by a majority vote of directors then in office, designate two (2) or more directors 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 or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members;
(b) Declaring or filling of vacancies on 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 that exercise Board authority, or appointing or removing 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 directors then in office, the Board of Directors may at any time revoke or modify any or all of the authority so delegated to the Executive Committee, increase or decrease the number of committee members (but not below two (2)), fill vacancies therein from the members of the Board of Directors or remove members therefrom. 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 actions of Executive 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 as are necessary to substitute the Executive 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.
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Article 7 — Execution of Instruments, Gifts
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 any 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. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for purposes of this corporation.
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Article 8 — Corporate Records and Reports
Sec. 1. Maintenance of Corporate Records
The corporation shall keep at its principal office in California or such other location as may be determined by the Board:
(a) Minutes of all meetings of the Board of Directors, Executive Committees of the Board of Directors, and the membership, 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, and records of any actions taken by the Board or an Executive Committee or by unanimous written consent, and records of any vote of the membership by written ballot;
(b) Adequate and correct books and records of account, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
(c) A record of its members, as provided in Article 13, Section 6; 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 at the principal office of this corporation in California at all reasonable times during office hours (or, if the corporation has no office in California, then the Articles and Bylaws shall be made available to members on written request).
Sec. 2. 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. 3. 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 accounting books and records of this Corporation, 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. 4. 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. 5. 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. Unless the corporation receives less than $10,000 in gross receipts during the fiscal year, the corporation shall notify each member yearly of such member’s right to receive the annual report, and shall provide such report 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.
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Article 9 — Fiscal Year
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.
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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.
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Article 11 — Amendment of Articles
Sec. 1. Amendment of Articles
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.
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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 purposes, provided that such compensation is otherwise permitted by these Bylaws and approved by the Board of Directors. Except on dissolution of this corporation duly approved by the members, the corporation shall not make any distributions within the meaning of Section 7411 of the California Nonprofit Corporation Law.
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Article 13 — Members
Sec. 1. Voting Members
The corporation shall have two classes of voting members, Regular Members and Emeritus Members. The qualifications for voting membership, and the rights and obligations of voting members, shall be as provided in these Bylaws or under applicable law. No member shall hold more than one membership in the corporation. All voting members shall have the same rights and privileges.
Sec. 2. Nonvoting Associates
The Board of Directors may establish one or more categories of nonvoting associates who may be referred to as “associate members,” and who may participate in the corporation’s activities; however, the terms “member” and “membership,” as used in these Bylaws, shall refer only to Regular Members and Emeritus Members. All nonvoting associates shall be individuals who share a common business interest in automotive journalism with the Regular Members. Dues paid by nonvoting associates, if any, shall not exceed the dues of Regular Members.
Sec. 3. Qualifications of Members
The qualifications for membership in this corporation are as follows:
(a) Regular Members. Each applicant must be an accredited automotive journalist with at least three (3) samples of writing, photography, or production on automobiles from the twelve (12) months prior to the date of application that have been published, broadcast, or posted online. Once admitted, Regular Members must continue to be automotive journalists who publish, broadcast, or post online at least three (3) samples of writing, photography, or production on automobiles annually. The Board of Directors may, in its discretion, waive the publication requirement for a continuing Regular Member in good standing for up to one (1) year if the member is unable to publish because illness, injury, or loss of his or her regular outlet(s). Regular Members may be required by the Board of Directors to provide samples of their published, broadcast or posted work to determine if the member continues to qualify for membership. Applicants shall be admitted to Regular Membership upon approval of the Board of Directors based on requirements set forth above, and upon the payment of member dues. The dues paid by a newly admitted member may in the discretion of the Board be prorated for the period of time left in the calendar year.
(b) Emeritus Members. Any Regular Member in good standing who retires may change the status of their membership to Emeritus Member upon application to and approval by the Board of Directors. Emeritus Members shall have the same voting rights and dues as Regular Members, but are no longer subject to the publication requirement described above in order to remain members in good standing.
Sec. 4. Fees, Dues, and Assessments
(a) The Corporation shall not charge any fee to candidates for submitting an application for membership (though at the discretion of the Board, candidates or prospects for membership may be charged for admission to specific events, in order to cover the cost of such events).
(b) The annual dues payable to the corporation by members shall be $50 (fifty dollars), or such other amount as my determined by 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 available for inspection by any director or member of the corporation as provided in Article 8.
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 and privileges of membership cease upon the member’s death or upon the termination of membership.
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 the written resignation of such member delivered to the President or Secretary of the corporation, such membership to terminate upon the receipt of the resignation unless a later date is specified in the resignation notice;
(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 or that the member has ceased to meet the qualifications for membership;
(3) 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, or an Executive Committee of the Board, will hold the hearing, with such procedures, quorum requirements, 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 or an authorized Executive Committee 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.
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.
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Article 14 – Member Meetings and Voting
Sec. 1. Member Voting
Each Regular Member and Emeritus Member in good standing shall have one vote on each matter on which the members are entitled to vote.
Sec. 2. Member Meetings and Events
This corporation shall have regular meetings and events for the membership to further the corporation’s purposes. Such events shall only be considered member meetings subject to this Article if matters will be presented for a vote of the membership at such meeting.
Sec. 3. Annual Meeting
An annual meeting of the membership is not required to be held in any year in which there is no election of principal officers or in which such election occurs by written ballot. If such elections are not held by written ballot without a meeting, an meeting of the membership will be held at a date, place, and time determined by the Board of Directors, for the purpose of electing principal officers, and transacting such business as may come before the meeting.
Sec. 4. Special Meetings of Members
(a) Special meetings of the members may be called (1) by the Board of Directors, (2) the President, or (3) on the written request of five percent of the membership.
(b) If a special meeting is called, the officer or members calling the meeting shall deliver a written notice to Corporation, addressed to the President or the Secretary, which states the general nature of the business proposed to be transacted at the special meeting. Such notice shall be given (1) by personal delivery, or (2) by first-class, certified, or registered U.S. mail, or (3) by private delivery service such as UPS or FedEx, or (4) by fax or email or other electronic transmission, in compliance with Article 15 of these Bylaws. The requested meeting will be held on a date fixed by the Board that is not less than thirty-five, nor more than ninety, days following the receipt of the request, and the officer who receives the meeting request shall cause notice of the meeting to be given to the members in accordance Section 6 of this Article. If appropriate notice of such a meeting is not given within twenty days after delivery of the request, the requesting officer or requesting members may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time of any meeting of members called by the Board of Directors.
Sec. 5. Record Dates
For any notice, vote (at a meeting or by written ballot), or exercise of member rights, the Board of Directors may, in advance, by resolution, fix a record date, and only members of record on the date so fixed shall be entitled to notice, vote, or exercise rights, as the case may be, notwithstanding any changes in membership on the books of corporation after the record date, except as otherwise required by law. For this purpose, a person holding a voting membership in good standing as of the close of business on the record date shall be deemed a member of record.
Unless otherwise fixed by the Board of Directors:
(a) the record date for the purpose of determining which members are entitled to notice of any members’ meeting, shall be the business day preceding the date on which notice for that meeting is given. If the Board, by resolution, fixes a record date for notice, the record date shall be not less than ten, nor more than ninety, days before the date of the meeting.
(b) the record date for the purpose of determining which members are entitled to vote at any members’ meeting, shall be the day of that meeting. If the Board, by resolution, fixes a record date for voting, the record date shall be not more than sixty days before the date of the meeting.
(c) the record date for the purpose of determining which members are entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited. If the Board, by resolution, fixes a record date for voting, the record date shall be not more than sixty days before the day on which the first written ballot is mailed or solicited.
(d) the record date for the purpose of determining if all members have consented in writing to an action shall be the day on which the consent is first circulated for approval.
(e) the record date for the purpose of determining which members are entitled to exercise any rights in respect to any other lawful action, shall be the date on which the Board adopts the resolution relating thereto or the sixtieth day before the date of such other action, whichever is later. If the Board, by resolution, fixes a record date for determining entitlements, the record date shall be not more than sixty days before the date of such other action.
Sec 6. Time and Manner of Notice of Meetings
The Secretary shall give written notice of each members’ meeting to each member who, as of the record date for notice of the meeting, would be entitled to vote at such meeting, and to such other persons as the Board may direct. Such notice shall be given (a) by personal delivery, or (b) by U.S. mail to the last address provided by the member to for purposes of notice or to the address of the member appearing on the books of the corporation (c) by fax or email to the fax number or email address provided by the member for the purposes of notice, or other electronic transmission, but only if such notice complies with Article 15 of these Bylaws. If no address for a member appears in the records of corporation and notice cannot be given by electronic transmission, then notice shall be given to that member at the principal office corporation or by publication in a newspaper of general circulation in the county where such principal office is located. Notice shall be given not less than ten nor more than ninety days before the date of such meeting; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, then the notice shall be given not less than twenty days before the meeting.
Sec. 7. Contents of Notice. The notice shall state: (a) the place, date, and time of the meeting; (b) the means, if any, by which a member not physically attending the meeting may participate; (c) the number of members, as of the date of the notice, required to constitute a quorum at the meeting; (d) in the case of special meetings, the general nature of the business to be transacted, and no other business may be transacted; and (e) in the case of an annual meeting, the names of all those who are nominees for principal offices as of the date of the notice, and those matters which the Board, as of the date of the notice, intends to present for action by the members, but any proper matter may be presented at the annual meeting for member action (provided, however, that at any annual meeting attended by less than one-third of the members, the only matters that may be voted upon at that meeting are matters notice of the general nature of which was given pursuant to this section).
Sec. 8. Notice of Certain Actions Required
Unless the vote of the membership shall be unanimous, any of the following votes shall be valid only if the general nature of the action approved was stated in the notice of the meeting at which the vote occurred: (a) to remove a principal officer without cause, (b) to fill a vacancy on in a principal office, (c) to amend corporation’s Articles of Incorporation, (d) to approve a transaction between the corporation and one or more of its directors, or between corporation and any entity in which one or more of its directors has a material financial interest, (e) on winding up of the affairs of corporation, to approve a plan of distribution of the assets of this corporation (including distributions of asset other than money) that is not in accordance with any liquidation rights of the membership or any class of membership specified in the Articles of Incorporation or these Bylaws, or (f) to voluntarily dissolve the corporation.
Sec. 9. Member Quorum
The quorum required for a meeting of the membership shall be 20% of the members as of the record date for the meeting. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum, so long as any action taken thereafter is approved by at least a majority of the required quorum. Subject to any guidelines and procedures that the Board of Directors may adopt, members not physically present in person at a face-to-face membership meeting may attend by conference call or electronic video screen communication, participate in the meeting, be deemed present in person, and vote at the meeting.
Sec. 10. Act of the Members
Every decision approved or ratified by a majority of voting members present and voting at a duly held meeting at which a quorum is present is the act of the members, unless these Bylaws or the California Nonprofit Corporation Law requires a greater number.
Sec. 11. Manner of Voting
(a) Voting at meetings may be by voice vote or by ballot; provided that any election of principal officers, voting shall be by ballot if a member present at the meeting requests election by ballot at the meeting and before the voting begins.
(b) Proxy voting shall not be permitted on any matter put to the vote of the members.
(c) Cumulative voting shall not be permitted.
(d) Any action required or permitted to be taken by members at a meeting may be submitted to the membership for a vote by written ballot.
(1) Any written ballot distributed to the members to vote on a matter shall set forth the proposed action and provide an opportunity to specify approval or disapproval of the proposal.
(2) All written ballots shall provide a reasonable time within which to return them to the corporation. Each ballot shall state on its face or in an accompanying notice the date by which it must be returned in order to be counted, and how members can submit their votes.
(3) Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the required quorum or a member meeting set forth in these Bylaws, and the number of approvals equals or exceeds the number of votes that would be required to approve the action if the vote were taken at a meeting of the members.
(4) Written ballots shall be sent to every member consistent with the requirements for notice of members’ meetings. This corporation may send the ballot and any related materials, and the member may return the ballot, by electronic transmission in compliance with Article 15. All solicitations of written ballots shall indicate the number of responses needed to meet the quorum requirement for valid action and shall state the percentage of affirmative votes necessary to approve the measure submitted for membership approval.
(5) a member has cast a written ballot, such ballot shall be irrevocable.
Sec. 12 Elections of Principal Officers
In any member vote to elect a principal officer, the following shall apply:
(a) Any ballot used in the election of principal officers (whether used at a member meeting, or in an election held by written ballot without a meeting) shall set forth the names of the candidates who have been properly nominated at the time the ballot is issued, and shall also provide a space for members to designate a vote for a candidate not on the ballot. Members shall be able to vote by secret ballot.
(b) The corporation shall have reasonable procedures to enable members to nominate candidates for election to the Board of Directors, and shall inform the membership of such procedures sufficiently in advance of an election so that members have a reasonable opportunity to nominate candidates. Nothing in this subsection shall construed as limiting the ability of the Board of Directors to nominate candidates, or to establish a committee to nominate candidates. The Board may in its discretion require that any nomination by the members be submitted in the form of a petition signed by a certain number or percentage of members, provided that (i) if the corporation has more than 500 members, the required number cannot be larger than 2% of the voting power of the membership, and (ii) if the corporation has more than 5,000 members, the required number cannot be more than 100, or 1/20 of 1% of the voting power, whichever is larger.
(c) No corporation funds may be spent to support a nominee for principal officer after there are more people nominated than can be elected (but corporation funds can be used to circulate information about all nominees to the membership in a nonpartisan manner, as approved by the Board).
(d) In any election for a principal officer, the candidate(s) receiving the highest number of votes shall be elected.
Sec. 13. Waiver of Notice
(a) Any action of the members taken at a meeting where a quorum is present but for which proper notice was not given, will be valid if, either before or after the meeting, each member entitled to vote who was not present at the meeting signs (1) a waiver of notice, (2) a consent to holding the meeting, or (3) an approval of the minutes, in any case in writing, which may include electronic mail or facsimile transmitted by a member in compliance with Article 15 of these Bylaws. The waiver of notice, consent to holding the meeting, or approval of minutes need not specify the purpose or general nature of business to be transacted at such meeting, unless action is taken or proposed to be taken on matters specified in Section 7 of this Article, in which case the waiver, consent, or approval must state the general nature of the matter. All such waivers, consents, or approvals shall be filed with the minutes of the meeting.
(b) Attendance by a member at a meeting shall also constitute a waiver of notice of that meeting, unless the member attends for the sole purpose of objecting at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting which are required to be described therein pursuant to Section 4.07 of these Bylaws, if that objection is expressly made at the meeting.
Sec. 14. Action by Unanimous Written Consent
Any action required or permitted to be taken by the members at a meeting, may be taken without a meeting if all members shall individually or collectively consent to such action in writing. If action is taken by written consent, the consent(s) shall be filed with the corporation’s member meeting minutes. Written consent shall include electronic mail or facsimile transmitted by a member in compliance with Article 15 of these Bylaws. The action by written consent shall have the same force and effect as the unanimous vote of the members.
Sec. 15. Meetings by Electronic Transmission
A meeting of the members may be conducted, in whole or in part, by electronic transmission in compliance with Article 15, as applicable, or by electronic media screen communication, so long as:
(a) The corporation has implemented reasonable measures to provide members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(b) If any member votes or takes other action at the meeting by means of electronic transmission or electronic video screen communication, the corporation maintains a record of any vote or action taken by a member by means of electronic transmission.
Any request by corporation for a member’s consent to conduct a meeting by electronic transmission shall include a notice that, absent consent of the member, the face-to-face membership meeting shall be held at a physical location at which members may attend and participate in person.
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Article 15 – Email and Electronic Transmission
Sec. 1. In General
Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board of Directors may adopt, the terms “written” and “in writing” as used in these Bylaws include written electronic communications, including a fax or email sent to the fax number or email address of the recipient in the records of the Corporation, provided:
(a) for electronic transmissions from the corporation, the corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication (and if the communication is a notice or report to members, such communication also complies with Section 2 of this Article below); and
(b) for electronic transmissions to the Corporation, the Corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and
(c) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.
Sec. 2. Electronic Transmissions to Members
An electronic transmission by the corporation to a member is valid only if the following requirements have been satisfied:
(a) The member has affirmatively consented (and has not withdrawn consent) to the use of electronic transmissions, as required by the preceding section;
(b) Prior to or at the time of consenting, the member received a clear written statement informing him or her of:
(1) any right or option to have the transmissions provided or made available on paper or in non-electronic form;
(2) whether the consent applies only to that transmission, to specified categories of communications, or to all communications from the corporation; and
(3) the procedures the member must use to withdraw consent;
(c) If the corporation is unable to deliver two consecutive notices to a member by a means of electronic communication, or if the inability to so deliver notices to the member becomes known to the Secretary, such means of electronic communication shall not thereafter be used to deliver notices to such member.
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CERTIFICATE OF SECRETARY
I, the undersigned, certify that I am presently the duly elected and acting Secretary of Western Automotive Journalists, a California nonprofit mutual benefit corporation, and that the above Bylaws are the bylaws of this corporation as adopted by the members on September 15, 2020.
Dated: September 15, 2020
Michael Coates
Secretary, Western Automotive Journalists
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