ARTICLE I:
Principal Office
Section 1. Principal Office.
The principal office of the corporation is hereby fixed and located at Fresno, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the County of Fresno any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment of these by-laws.
ARTICLE II:
Members
Section 1. Classification of Members.
There shall be three classes of members: (a) Sustaining, (b) Associate and (c) Student.
Amended (11/30/1999) to include a fourth class consisting of KFCF subscribers who subscribe at $25 or more per annum
Section 2. Eligibility for Membership.
Persons over sixteen years of age who wish to improve the cultural and intellectual life of the community shall be eligible for membership.
Section 3. Qualification and Admission of Members.
Applicants shall be admitted to membership upon completion of an application and payment of the first months dues as a member.
Section 4. Termination of Membership.
A membership shall terminate upon death or resignation or non-payment of dues. All rights of a member in the corporation or its property shall cease upon termination of his/her membership.
Section 5. Dues.
Dues shall be fixed by the Board of Directors.
Section 6. Meetings of Members.
Annual meetings of the members shall be held in November with the time and place to be determined by the Board of Directors. Special meetings may be called and held as may be ordered by the Directors or by members holding not less than 20% of the voting power of members. Notice of meetings of members shall be given each member not less than five days before such meeting by mailing a copy of such notice to the address of each member as it appears on the membership roster of the corporation.
Section 7. Voting.
All members shall have equal voting and other rights. Each member shall be entitled to one vote, which may be cast in person or by proxy.
Section 8. Quorum.
The presence in person or by proxy of one-fifth of the members shall constitute a quorum for the transaction of business at any meeting of members.
(Amended 11/09) The presence in person or by proxy of one-fifth one-tenth of the members shall constitute a quorum for the transaction of business at any meeting of members.
Article III.
Directors
Section 1. Number of Qualifications.
The authorized number of Directors shall be: seven until changed by amendment of the Articles of Incorporation or by amendment to these by-laws duly adopted by the members.
(Amended 11/30/1999 to allow 11 Directors)
Section 2. Election and Term of Office.
Each Director shall serve a three-year term.Directors shall be elected at annual meetings of members, but if such annual meeting is not held or Directors are not elected thereat, the Directors may be elected at any special meeting of the members held for that purpose. All Directors shall hold office until their respective successors are elected.
(Amended 11/2009) If the required quorum of ballots is not received by the Elections Close Date, then the Elections Close Date shall be extended by two additional weeks. If no Quorum of ballots is obtained by the extended date, then those Directors whose terms would have expired upon the election of new Directors shall remain in office until the next regularly scheduled Director election.
(Amended 11/2009) If after the close of nominations the number of people nominated for the Board is not more then the number of Directors to be elected, the Corporation may without further action declare that those nominated and qualified to be elected have been elected.
Section 3. Meetings of the Board of Directors
Meetings of the Board of Directors shall be called and held as may be ordered by the Directors, except that at least six meetings (during a fiscal year) shall be announced to all members of the Foundation. All meetings are open to the members.
Section 4. Vacancies.
Any vacancy in the Board of Directors caused by death, resignation, or disability of a Director shall be filled by a majority of the remaining Directors. A vacancy may be declared when a Director has accumulated three unexcused absences within a twelve-month period.
Section 5. Quorum.
A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held and announced at which a quorum is present shall be regarded as an act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation.
Section 6. Approval of Minutes.
Minutes of a meeting of the Board of Directors shall be approved at the next regularly announced meeting.
Section 7. Fees and Compensation.
Directors shall receive no compensation for their services, but may receive such reimbursement for expenses as may be fixed by resolution of the Board.
Article IV: Officers
Section 1. Officers.
The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers as may be appointed by the Board of Directors.
One person may hold two or more offices except those of President and Secretary.
Article V. Miscellaneous
Section 1. Execution of Documents.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute an instrument in the name of and in behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent, or other person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 2. Inspection of By-Laws.
The Corporation shall keep in its principal office the original or a copy of these by-laws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times during office hours.
Section 3. Construction and Definitions.
Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California General Nonprofit Corporation Law shall govern the construction of these By-Laws.
Section 4. Rules of Order.
The rules contained in Roberts Rules of Order, Revised, shall govern all members' meetings and Directors' meetings of the Corporation, except in instances of conflict between said Rules of Order and the Articles or By-Laws of the Corporation or provisions of Law.
Article VI: Amendments
Section 1. Power of Members.
New by-laws may be adopted or these by-laws may be amended or repealed by the vote of members entitled to exercise a majority of the voting power of the Corporation or by the written assent of such members, except as otherwise provided by Law or by the Articles of Incorporation.
Section 2. Power of Directors.
Subject to the right of the members as provided in this Article to adopt, amend, or repeal by-laws, all other by-law changes initiated by the Board of Directors are subject to approval by the members at the annual meeting or other meeting of the members.
Section 2. Election.
The officers shall be chosen annually by the Board of Directors, and each shall hold his/her office until he/she shall resign, be removed, or otherwise be disqualified to serve, or his/her successor shall be elected and qualifiedSection 3. Removal and Resignation.
Any officer may be removed by the Board of Directors at any time. Vacancies which are caused by death, resignation, or non-payment of dues will be filled by the Board of Directors.
Section 4. President.
The President shall be the executive officer and, subject to the control of the Board of Directors, shall have general supervision, direction, and control of the affairs of the Corporation. He/she shall preside at all meetings of members and of the Board of Directors.
Section 5. Vice President.
The Vice President shall, in the absence or disability of the President, perform all the duties of the President, and when so acting shall have the powers of and be subject to the restrictions upon, the President.
Section 6. Secretary.
The Secretary shall keep at the principal office of the corporation a book of minutes of all meetings of Directors and members, with the time and place of occurrence, how called or authorized, the notice given thereof, the names of those present at Director's meetings, the number of members present or represented at members' meetings, and the proceedings thereof. The Secretary shall keep at the principal office of the Corporation a register showing the names and addresses of the members.
Section 7. Treasurer.
The treasurer shall keep and maintain adequate and correct books of account showing the receipts and disbursements of the Corporation, and an account of its cash and other assets, if any. Such books of account shall at reasonable times be open to inspection by any member or Director.
The Treasurer shall deposit all monies of the Corporation with such depositories as are designated by the Board of Directors, and shall disburse the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the President or the Board of Directors, upon request, statements of the financial condition of the Corporation.