BY LAWS OF THE CALIFORNIA MISSIONS FOUNDATION
ARTICLE I OFFICES
Section 1.1 Principal Office. The principal office for the corporation shall be in California at a location determined by the Board of Directors (the “Board”).
Section 1.2 Other Offices. The Board may at any time establish one or more offices at any place or places within or outside the State of California.
ARTICLE II MISSION STATEMENT
Section 2.1 Mission Statement. The California Missions Foundation (the “corporation”) is a nonprofit public benefit corporation dedicated to preserving the landmark California Missions and associated historical and cultural resources for the benefit of the public through funding preservation activities and facilitating educational programs, conferences, and scholarship.
2.2 Specific Purposes. The Corporation is organized exclusively for charitable purposes within the meaning of I.R.C. 501(c)(3) as amended. the specific purposes of this corporation are:
(a) to preserve, advance, and promote early California historic and cultural resources through outreach, fundraising, and grants (b) to promote research projects resulting in the preservation and restoration of period landmarks (c) to advance and promote development of archaeological, historical, and archival resources (d) to encourage and support educational opportunities and scholarship in the fields of early California history and culture through a membership program, an annual conference and publishing, and an annual journal.
Section 2.3. Nondiscrimination. The California Missions Foundation and Studies Association is committed to a policy and practice of nondiscrimination on the basis of race, color, sex, marital status, sexual orientation, age, creed, religion, ancestry, or national origin.
ARTICLE III MEMBERSHIP
Section 3.1 Admission and Qualification. Any person who expresses an interest in the stated purposes of the Corporation is eligible to become a member.
Section 3.2 Member Powers. This Corporation shall be operated and controlled by the Board of Directors, except that certain powers shall be reserved to the Members, to wit: (i) the election of the members of the Board of Directors, (ii) amendment of the Articles of Incorporation and bylaws, and (iii) dissolution or merger of the corporation.. These powers may not be withdrawn or qualified without a vote of the membership.
Section 3.3 Dues and Assessments. The annual dues payable to the Corporation by Members shall be in such amounts as may be determined at the Fall meeting of each calendar year by resolution of the Board. Dues are non-refundable.
Section 3.4 Membership Roster. The Corporation shall keep a Membership Roster containing the names, addresses, and contact information of all members. Corporation staff will provide complete copies of the Membership Roster to all Board Members with continuing addendums throughout the year. The Membership Roster shall not be used in whole or in part for any purpose not reasonably related to the Membership interest as a whole and may not be traded or sold to any other entity.
Section 3.5 Non-transferability of Membership. No Member may transfer his/her Membership or any right arising there from. All rights of Membership shall cease upon the Member’s death.
Section 3.6 Termination of Membership. A membership shall terminate upon the occurrence of any of the following events: (a) resignation of the Member (b) failure of the member to pay dues within 60 days after they become due and payable
Section 3.7 Rights on Termination of Membership. All rights of a Member in the Corporation shall cease upon termination of Membership as herein provided. Members shall receive no remuneration for services performed for the Corporation unless the Member is specifically engaged as an independent contractor or as an employee of the Corporation by the Board. No Member shall acquire any title, right or Interest in the property by reason of his/her Membership.
Section 3.8. No Members per Corporations Code. Notwithstanding the foregoing, the corporation shall have no voting members within the meaning of the Nonprofit Corporation Law. The Members provided for herein shall have only those rights expressly set forth herein.
ARTICLE IV MEETINGS OF MEMBERS
Section 4.1 Annual Business Meeting. The annual business meeting of the Members of the Corporation shall be held each year on a date, time and place as designated by resolution of the Board and shall be held during the Annual Conference.
Section 4.2 Special Meetings. Special meetings of the Members for any purpose or purposes may be called by the Secretary of the Board upon request of the Chair of the Corporation, the Board, or at least ten percent (10%) of the Members. Notwithstanding the foregoing, five percent (5%) or more of the Members may call a meeting of the Members for the purposes of removal of a Board Member, and where such removal is effectuated by the Members, for the election of such Board Member(s) successor(s). No business maybe transacted at a special meeting other than that business specifically mentioned in the notice of the special meeting.
Section 4.3 Notice for Transaction of Business. Written notice of a time and place for transaction of any member business and any agenda items shall be provided by the Secretary to the Members either by mail or by email (if an email address was provided on the membership form) and not less than thirty (30) nor more than ninety (90) days before the date of the meeting. The notice of any meeting at which Board Members are to be selected shall include the names of all those who are nominees at the time the notice is e-mailed.
Section 4.4 Quorum and Vote. QUORUM: Twenty percent (20%) of the total membership shall be necessary to constitute a quorum for the purpose of transacting business. VOTING WITHOUT FORMAL MEETING: At the discretion of the board, requirement for a formal meeting may be dispensed if there is compliance with each of the following requirements: (a) written notice is given of the date by which the written ballots must be returned (b) written notice is given of the proposed action (c) members may vote, by means of a written ballot, either for, against, or to abstain from voting (d) ballots may be distributed and returned either by mail, fax, or email. (e) a quorum is reached from ballots which are returned, signed by the Member, within the time frame set for return of ballots (f) all ballots are numbered (g) ballots that are cast shall be maintained by the Secretary of the corporation for a period of ten years.
MAJORITY PREVAILS: A majority of votes is required to prevail on any item, unless the vote of a greater number is required by California law.
PROHIBITION AGAINST PROXIES: Use of proxy voting in any form is prohibited.
ARTICLE V BOARD OF DIRECTORS
Section 5.1 Election of Board. (a) From and after January 1, 2016, the Corporation shall have a board of directors which shall initially consist of those persons provided for in the Merger Agreement. Election of directors for terms commencing January 1, 2017 and thereafter, directors will be elected by the members, following the procedure set forth in this Section 5.1. (b) Not later than September 1 of each year, the Nominating Committee will submit to the Board a slate of candidates for election to board seats expiring on December 31 of such year, which will not exceed the number of seats expiring. . Not later than September 15, the Board will transmit the slate of candidates to the members, with a notice that members may nominate additional candidates by means of a petition signed by not fewer than 10% of the members, which petitions must be received no later than October 15. Not later than November 1, the Board will cause ballots to be mailed to the members, including both the candidates on the Nominating Committee slate and the candidates nominating by the members by valid petitions. Ballots will be due on December 1. Ballots will be counted by the Nominating Committee and results of the election will be announced to the members no later than December 15.
Section 5.2 Qualifications and Numbers. Each Director must be a Member in good standing of the Corporation. The number of the corporation’s directors shall be set by the Board (subject to Section 5.1), but may not be less than twelve (12) nor more than twenty-eight (28). If a Director has previously served his/her maximum terms, that director must remain off the board for a minimum of one year before becoming eligible for board service.
Section 5.3 Term. The term of office of the Board of Directors will be for a period of three (3) years. Any elected director may be reelected for an additional term of three (3) years, but cannot serve more than two (2) consecutive terms, except as otherwise stated in these by-laws. Any person elected to an unexpired term will be eligible for two (2) additional terms of three (3) years, Approximately one-third of the Board will be elected in any given year. The terms of each office shall be tied to the terms of the original board members. The secretary of the Corporation shall maintain a list of the terms of all offices. Any reduction of the number of directors in the Articles or these By laws does not remove any director prior to the expiration of such director’s term of office. No amendment of the Article or these By laws may extend the term of a director beyond that for which the director was elected.
Section 5.4 Powers of Directors. Subject to the limitations of the Articles and these Bylaws, the activities
of this corporation shall be conducted by the Board. The Board may delegate the management of its activities to any person(s) or committee(s) provided that the activities of this Corporation shall be managed under the ultimate direction of the Board. Subject to any limitations set forth in these Bylaws, the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:
- a) to select and remove all the officers, agents and employees b) to conduct, manage and control the activities of this Corporation and to make such rules and regulations consistent with law, the Articles and these Bylaws, as they may deem appropriate. c) to adopt and use a corporate seal d) to borrow money and incur indebtedness for the purposes of this Corporation.
Section 5.5 Compliance with Ethics and Conflict of Interest Policy. The Board must draft, adopt and distribute written policies that inform members of the Board about their ethical responsibilities as well as its conflict of interest policies. The policy will be distributed to each new Board member. Each member of the Board is obligated to comply with the Code of Ethics.
Section 5.6 Removal and Resignation.
GROUNDS FOR REMOVAL: The Board may remove any Board member and declare his or her position vacant, if two-thirds of the Board then qualified to vote determines that any of the following occurred with respect to said Board member:
(a) the Board member has been declared of unsound mind by an order of court (b) the Board member was convicted of a felony (c) the Board member breached his or her duty as specified in Article 3 (commencing with Section 5230) of the California Corporation Code or any successor provision (d) the Board member failed to comply with the Ethics Policy, after having been duly advised of its provisions in writing, as noted in the minutes of the Board (e) a board member who has more than two unexcused absences shall be terminated from the board.
RESIGNATION: Any Director may resign at any time by giving written notice to the Board or the Chair. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.7 Vacancies. Vacancies because of death, resignation, removal, disqualification or any other cause shall be filled by the Board.
Section 5.8 Indemnification. The Corporation shall indemnify each agent of the Corporation against any loss, claim, liability or demand arising out of or in connection with such person’s service as an agent of this Corporation under the circumstances and to the extent allowed by law. As used in this section, “agent” means any person who is or was a Director of the Board, officer, employee or other agent of the Corporation. With respect to indemnification allowed by law, reference is made to California Corporations Code Section 5238, as that section now exists or may hereafter be amended.
Section 5.9 Emeriti Positions. The Board may confer upon an individual who has served as Chair of the Board of Directors of the corporation the title of Chair Emeritus, and the Board may likewise confer upon an individual who has served as a director of the corporation the title of Director Emeritus, or an individual who has served as Executive Director the title of Executive Director Emeritus. The corporation shall periodically inform any Chair Emeritus, Director Emeritus or Executive Director Emeritus of the corporation’s activities. A Chair Emeritus, Director Emeritus or Executive Director Emeritus may undertake such activities as may shall be mutually determined between the individual and the corporation, but any such individual need not be considered to be a member of the Board of Directors or counted for purposes of any quorum.
Section 5.10 Meetings of the Board of Directors.
REGULAR MEETINGS: Regular meetings of the Board shall be held at least quarterly at such a time and at any place within the State of California as designated in any notice of the meeting. Two of these meetings shall be held in person and two via telephone conference call.
SPECIAL MEETINGS: Special meetings of the Board may be called at any time by the Chair or any three (3) Board Directors upon notice to each Director of the Board. At least one week in advance before date set for the meeting, notice shall be given by telephone or email.
Section 5.11 Quorum and Action. A majority of the authorized number of Board Directors shall constitute a quorum. When a vacancy prevents such majority, a majority of the Board Directors in office shall constitute a quorum. However, in no event shall a quorum be reached by less than one third (1/3) of the authorized number of Board Directors. Board Directors may participate in a meeting through the use of conference telephone or electronic communications, so long as all Board Directors participating in such meeting can hear one another, and participation by such use shall be deemed to constitute presence in person at any such meeting. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of any Board Directors from the meeting.
Section 5.12 Voting. Each director present shall be entitled to one vote on each matter placed before a meeting. No board member may vote on any matters after their term of office expires.
Section 5.13 Fees and Compensation. Member of the board of directors shall serve without salary; provided, however, that directors may receive such reimbursement for expenses incurred in connection with their official duties, as may be fixed or determined by the Board.
Section 5.14 Adjourned Meetings. A majority of directors present, whether or not a quorum is present, may adjourn any Board meeting to another time and place. If the meeting is adjourned more than 24 hours, notice of any adjournment to another time or place shall be given to the directors who are not present at the time of adjournment prior to the time of the adjourned meeting.
Section 5.15 Action Without a Meeting. Any action required or permitted to be taken by the Board, with the exception of changes of these Bylaws, may be taken without a meeting if all members of the Board shall individually or collectively consent in writing or by electronic means to such action. Such consents shall be filed with the minutes of the Board. Such consent shall have the same force and effect as the unanimous vote of such directors.
Section 5.16 Board Meeting by Conference Telephone or Other Electronic Means. Directors may participate in a Board meeting through use of conference telephone or similar communications equipment, so long as all directors participating in such a meeting can communicate concurrently with all other Directors on the telephone conference call. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.
ARTICLE VI COMMITTEES
Section 6.1 Designation. The Board may designate one or more committee(s) to undertake specific assignments on behalf of the Corporation. The composition and charge of such committee shall be at the discretion of the Board. The Board of Directors, by resolution, may form the standing committees and delegate to such committees such powers as it determines necessary or convenient, to the extent permitted by law. Notwithstanding the foregoing, the following standing committees are hereby established with membership and powers as set forth below:
(a) Executive. The Executive Committee shall consist of the corporation’s officers and its executive director and shall be empowered to take action on matters between meetings of the board that are consistent with established policies of the corporation. (b) Finance (c) Public Relations and Outreach (d) Development and Grants. The Development and Grants Committee will consist of 15 members who serve three (3) year staggered terms, commencing January 1. , Initial members shall be those designated pursuant to the Merger Agreement for 3 year staggered terms. Thereafter, members shall be appointed by the Board of Directors. Subject only to a budget and general policies and guidelines approved by the Board, this committee will receive all gifts and benevolences, will solicit grant proposals and will award grants in furtherance of the purposes of this corporation. (e) California Mission Studies Committee. The California Mission Studies Committee will consist of 15 members who serve three (3) year staggered terms, commencing January 1. , Initial members shall be those designated pursuant to the Merger Agreement for 3 year staggered terms. Thereafter, members shall be elected by the membership at the annual meeting. Subject only to a budget and general policies and guidelines approved by the Board, this committee will oversee the publication of the corporation’s journal and other electronic and print publications of the corporation. It will also organize and conduct the corporation’s annual conference.
(f) Preservation (g) Membership (h) Scholarship and Studies (i) Education (j) Personnel
Chairs of the Standing Committees shall be members of the Board Directors and be appointed by the Board, except that the Development and Grants Committee and the California Mission Studies Committee shall elect their respective chairs (who need not be members of the Board of Directors) from among the committee membership. Any Committees, whether standing or ad hoc in nature, are only vested with the authority to make recommendations to the Board of Directors. The decision of whether to adopt recommendations of any committee lies with the Board of Directors. Any such committee must be created and the members thereof appointed by the Board of Directors. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription by the Board, each committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article V applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
Section 6.2 Fees and Compensation. Members of committees shall serve without salary; provided, however, that members of committees may receive such reimbursement for expenses incurred in connection with their official duties, as may be fixed or determined by the Board.
Section 6.3 Nominations Committee. The Chairman shall appoint a committee to select qualified candidates for election to the Board and for Officers as required by Section 5.1.
ARTICLE VII OFFICERS
Section 7.1 Designation. The Officers of the Corporation shall be a Chair, Vice Chair, Secretary, and Treasurer who shall comprise and be the only members of an Executive Committee. The Corporation may also have, at the discretion of the Board, one or more Members as may be appointed in accordance with the provisions of this Article. All officers shall have full voting rights on the Board.
Section 7.2. Election of Officers. The Officers of the Corporation shall be elected by the Board and such Officers shall serve for two years renewable for one additional two year term. Terms of office begin on July 1 of each year. In order to be eligible to serve as an officer of the Corporation, a board member appointed must have sufficient time left on his or her term to fulfill a complete term as an officer. No office shall remain unfilled. Upon the occurrence of a vacancy, the Chair, or Vice Chair if there be none, shall convene a special meeting of the board for the purpose of appointing a board member to the remaining term of the vacant office.
Section 7.3 Chair. The Chair must be a director. The powers and duties of the Chair are:
(a) to preside at all meetings of the Board, and to call meetings of the Board; (b) to act as the chief elected officer of the corporation; and subject to the control of the Board, to have general oversight of the affairs of the corporation; (c) to affix the signature of the corporation to all deeds, conveyances and other papers and instruments in writing that have been authorized by the Board; other powers and duties as the Board may from time to time prescribe.
Section 7.4 Vice Chair, Powers and Duties.
In case of the absence, disability or death of the Chair, the Vice Chair shall exercise all powers and perform all the duties of the Chair. The Vice Chair shall have such other powers and duties as may be prescribed by the Board.
Section 7.5 Secretary, Powers and Duties. The powers and duties of the Secretary are:
(a) to keep a book of minutes at the principal office of the corporation, or at such other place as the Board may director, of all meetings of the Board, with the time and place of the holding, whether annual, regular, special or adjourned; and, if special, how authorized; the notice thereof given; the names of those present; and the proceedings of such meetings; (b) to keep, or cause to be kept at the principal office of the corporation, a current list of directors containing the names and addresses of each director and other information which the Board may direct to be kept in such a list; (c) to ensure that notices of all Board meetings and all other notices that may be necessary or proper are given; (d) to perform all such duties as pertain to the office of Secretary and as may by required by the Board.
Section 7.6 Treasurer, Powers and Duties. The Treasurer shall:
(a) cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the Corporation, including the accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of accounts shall be open to inspection by any Director of the Board. All accounts shall be maintained in appropriate Financial Software purchased for said use under direction of the Board of Directors. This software may be installed and run on the Treasure’s personal computer. If the Treasurer does not have, or for any reason chooses not to utilize personal hardware, the Corporation will provide adequate hardware. A backup copy of the data stored in the software shall also be maintained and stored separately. The books of accounts maintained in this manner shall be open to inspection by any Director of the Board. (b) receive the bank statement in duplicate, sending one copy to the Chair (c) cause to be deposited all monies and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board (d) cause to be disbursed the funds of the Corporation as ordered by the Board (e) render to the Chair or the Board on request an account of all transactions as Treasurer and of the financial condition of the Corporation (f) provide updated Statements of Activities to Board Members at each Board Meeting (g) submit an end-of-year accounting of income and expenditures to both the Board and Membership (h) have such other powers and perform such other duties as may be prescribed by the Board or the By Laws
Section 7.7 Removal and Resignation. Any Officer many be removed, either with or without cause, by a two thirds votes of the Board at any regular or special meeting of the Board. Any Officer may resign at any time by giving written notice to the Board, the Chair, or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7.8 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by election by the Board.
Section 7.9 Compensation and Expenses. All elective Officers shall serve without salary. Expenses incurred in connection with performance of their official duties may be reimbursed to Officers upon approval of the Board.
ARTICLE VIII RECORDS, REPORTS AND INSPECTION RIGHTS
Section 8.1 Annual Report. Corporation staff shall cause an annual report to be sent to the directors not later than 120 days after the close of the Corporation’s fiscal year. Such report shall contain in appropriate detail the following:
(a) the assets and liabilities, including any trust funds, of the corporation as of the end of the fiscal year; (b) the principal changes in assets and liabilities, including any trust funds, during the fiscal year; (c) the revenue or receipts of the corporation, both unrestricted and restricted during the fiscal year; (d) the expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; (e) the annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
Section 8.2 Inspection Rights of Director. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation.
Section 8.3 Fiscal year. The fiscal year of the corporation shall begin on January 1 of each year and end on December 31.
Section 8.4 Instruments in Writing. All checks, drafts, demands for money and notes of the corporation, and all written contracts of the corporation shall be signed by such officers, agent or agents, as the Board may from time to time designate. No officer, agent or employee of the corporation shall have the power to bind the corporation by contract or otherwise unless authorized to do so by these By Laws or by the Board.
Section 8.5 Bonding. All officers and authorized fiscal agents of the Corporation responsible for the receipt, custody or disbursements of Corporation funds shall give bond for the faithful discharge of their duties in such sureties as the Board shall require, and the fee for such sureties will be paid by the Corporation.
ARTICLE IX EXECUTION OF CORPORATION CONTRACTS AND INSTRUMENTS
Section 9.1 Except as otherwise provided no officer or agent shall have any power or authority to bind the Corporation by any contract, to pledge it credit or to render it libel for any purpose or any amount
ARTICLE X AMENDMENTS
Section 10.1 Amendments. Subject to the rights of Members under Article III, of these By Laws and the limitations set forth below, the Board may adopt, amend, or repeal By Laws unless the action would materially and adversely affect the Members’ rights to voting or transfer. The Board may not extend the terms of a Director of the Board beyond that for which the Director of the Board was elected.
Section 10.2 By Laws Amendments. Once Members have been admitted to the Corporation, the Board may not, without the approval of the Members, amend any By Law provision that would: (a) fix or change the minimum or maximum number of Board Directors (b) increase or extend the terms of the Board (c) increase the quorum for Member’s meetings (d) repeal, restrict, create, expand, or otherwise change proxy rights; or authorize cumulative voting.
Section 10.3 Recorded and dated By Laws. New By Laws may be adopted, or these By Laws may be amended or repealed, by approval of the Members. All amendments shall be dated and shall be recorded by the Secretary upon their adoption by the Membership.
Section 10.4 Policies and Procedures of the Corporation. The Board shall adopt such policies and procedures as it shall deem appropriate for the orderly conduct of the Corporation business. These policies and procedures shall be published form time to time in a Manual. The official copy of the Manual at the Corporation office.
ARTICLE XI DISTRIBUTION ON DISSOLUTION
Section 11.1 Distribution Upon Dissolution. Upon the liquidation, dissolution, winding down, or abandonment of the corporation, the assets remaining after the payment or provision for payment of all debts and liabilities of the corporation shall be distributed as specified in the Corporation’s Articles of Incorporation.
ARTICLE XII CORPORATION STAFF
Section 12.1 Staff. The Board may appoint staff to perform executive and administration functions of the organization. Staff may be either employees of the corporation or may be contractors with the corporation. Staff may include, but not limited to: (a) Executive Director. The Executive Director of the corporation shall be employed by the Board as the chief executive officer (CEO) of the corporation and shall perform all duties specified in the California Nonprofit Corporations Law, all duties commonly incidental to and vested in the office of the chief executive officer of a corporation, and other duties that the Board, through the Chair of the Board may designate. The Executive Director shall provide the Annual report to the Board as described in Article VIII.
ARTICLE XIII GRANTS ADMINISTRATION
Section 13.1 Purposes of Grants. The corporation shall have the power to make grants and disbursements and to render other financial assistance for the purposes expressed in the Mission and Strategic Plan of the corporation.
Section 13.2 Exclusive Power in the Board of Directors. The Board shall have exclusive control over grants, disbursements, and other financial assistance provided by this corporation. The Board shall approve all requests and/or recommendations for granting of funds.
Section 13.3 Refusal: Withdrawal. The Board shall have the right to refuse to make any grants or distributions, or to render other financial assistance, or to withdraw its approval of any grant with cause.
Section 13.4 Accounting Required. The Board shall require that all grantees furnish a periodic accounting and report to show that funds granted by this corporation were expended for the purposes that were approved by the Board.
ARTICLE IX RECORDS, REPORTS AND INSPECTION RIGHTS
Section 9.1 Annual Report. The Board shall cause an annual report to be sent to the directors not later than 120 days after the close of the corporation’s fiscal year. Such report shall contain in appropriate detail the following: (a) the assets and liabilities, including any trust funds, of the corporation as of the end of the fiscal year; (b) the principal changes in assets and liabilities, including any trust funds, during the fiscal year;
(c) the revenue or receipts of the corporation, both unrestricted and restricted during the fiscal year; (d) the expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; (e) the annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
Section 9.2 Inspection Rights of Director. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation.
Section 9.3 Fiscal year. The fiscal year of the corporation shall begin on January 1, each year and end on December 31.
Section 9.4 Instruments in Writing. All checks, drafts, demands for money and notes of the corporation, and all written contracts of the corporation shall be signed by such officers, agent or agents, as the Board may from time to time designate. No officer, agent or employee of the corporation shall have the power to bind the corporation by contract or otherwise unless authorized to do so by these Bylaws or by the Board.
ARTICLE X ADOPTION, AMENDMENT OR REPEAL OF BYLAWS
Section 10.1 Procedure. Bylaws may be adopted, amended or repealed by a majority vote of the membership at any regular or special membership meeting or by written ballot if notice of the proposed changes has been made according to notice requirements of these Bylaws.
ARTICLE XI PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
Section 11.1 The corporation shall use its funds only to accomplish the objectives and purposes specified in the Articles or Bylaws, and no part of the net earnings, gains, or assets of the corporation shall inure to the benefit or be distributed to its directors, officers, other private individuals, or organizations organized and operating for profit, except that the corporation is authorized and empowered to pay reasonable compensation for services rendered.