BYLAWS
OF
THE CONTRA COSTA FOOTBALL OFFICIALS ASSOCIATION, INC.
A California Nonprofit Mutual Benefit Corporation
I
PURPOSES
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under such law. No part of the net
earnings of the corporation shall inure to the benefit of any member or private
shareholder, as defined in Internal Revenue Code section 501(c)(7).
The specific purposes of this corporation include but are not limited to providing
qualified sports officials to officiate amateur sports, promoting the welfare
of amateur sports, its players, administrators, fans, the press and amateur
sports officials, and working with organizations and associations connected
with sports to further amateur sports and all persons involved with amateur
sports. Despite any other provision of these articles, this corporation shall
not, except to an insubstantial degree, engage in any activities or exercise
any powers that do not further the purposes of this corporation.
II
CORPORATE OFFICE
The board of directors shall fix the location of the principal office at any place in the state of California.
III
MEMBERSHIP
A. Membership
1. Classes and Qualifications
This corporation shall have one class of members. Any person dedicated to the
purposes of the corporation who have complied with all membership requirements
of this corporation and are in good standing shall be eligible for membership
on approval of the membership application by the board and on timely payment
of such dues and fees as the board may fix from time to time.
2. Voting
All members shall have the right to vote, as set forth in these bylaws, on the
election of directors, on the disposition of all or substantially all of the
assets of the corporation, on any merger and its principal terms and any amendment
of those terms, and on any election to dissolve the corporation. In addition,
those members shall have all rights afforded members under the California Nonprofit
Mutual Benefit Corporation Law. If the corporation is dissolved, those members
shall receive a prorated distribution of all assets, exclusive of those held
in charitable trust, remaining after payment or provision for payment of the
obligations and debts of the corporation and provision for any other payment
required under applicable law.
3. Member's Dues, Fees, and Assessments
Each member must pay, within the time and on the conditions set by the board,
the dues, fees, and assessments in amounts to be fixed from time to time by
the board. The dues, fees, and assessments Shall be equal for all members of
each class, but the board may, in its discretion, set different dues, fees,
and assessments for each class.
Members who have paid the required dues, fees, rind assessments in accordance
with these bylaws and who are not suspended shall be members in good standing.
4. Termination of Membership;
A membership shall terminate on occurrence of any of the following events:
(a) Resignation of the member;
(b) Expiration of the period of membership unless the membership is renewed
on the renewal terms fixed by the board;
(c) The member's failure to pay dues, fees, or assessments as set by the board
within thirty (30) days after they are due and payable;
(d) Any event that renders the member ineligible for membership, or failure
to satisfy membership qualifications; or
(e) Termination of membership based on the good faith determination by the board,
or a committee or person authorized by the board to make such determination,
that the member has failed in a material and serious degree to observe the rules
of conduct of the corporation, or has engaged in conduct materially and seriously
prejudicial to the corporation's purposes and interests.
5. Suspension of Membership
A member may be suspended based on the good faith determination by the board,
or a committee or person authorized by the board to make such a determination,
that the member has failed in a material and serious degree to observe the corporation's
rules of conduct, or has engaged in conduct materially and seriously prejudicial
to the corporation's purposes and interests.
A person whose membership is suspended shall
not be a member during this period of suspension.
6. Procedure for Termination or Suspension of Membership
If grounds appear to exist for suspending or terminating a member under bylaws:
(a) The board shall give the member at least 15 days‚ prior notice of the
proposed suspension or termination and the reasons for the proposed suspension
or termination. Notice shall be given by any method reasonably calculated to
provide actual notice. Notice given by mail shall be sent by first-class or
registered mail to the member's last address as shown on the corporation's
records.
(b) The member shall be given an opportunity to be heard, either orally or in
writing, at least five days before the effective date of the proposed suspension
or termination. The hearing shall be held, or the written statement considered,
by the board or by a committee or person authorized by the board to determine
whether the suspension or termination should occur.
(c) The board, committee, or person shall decide whether the member should be
suspended, expelled, or sanctioned in any way. The decision of the board, committee,
or person shall be final.
(d) Any action challenging an expulsion, suspension, or termination of membership,
including a claim alleging defective notice, must be commenced within one year
after the date of expulsion.
7. Membership Meetings
a. Place of Meeting
Meetings of the members shall be held at any place within or outside California
designated by the board or by written consent of all members entitled to vote
at the meeting, given before or after the meeting
b. Notice Requirements for Membership Meetings
1) General notice requirements Whenever members
are required or permitted to take any action at a meeting, a written notice
of the meeting shall be given to each member entitled to vote at that meeting.
The notice shall specify the place, date, and hour of the meeting. For the annual
meeting, the notice shall state the matters that the board, at the time notice
is given, intends to present for action by the members. For a special meeting,
the notice shall state the general nature of the business to be transacted and
shall state that no other business may be transacted.
2) Notice of Certain Agenda Items Approval by
the members of any of the following proposals, other than by unanimous approval
by those entitled to vote, is valid only if the notice or written waiver of
notice states the general nature of the proposal or proposals:
(a) Removing a director without cause;
(b) Filling vacancies on the board;
(c) Amending the articles of incorporation; or
(d) Electing to wind up and dissolve the corporation.
3) Manner of Giving Notice of any meeting of members
shall be in writing and shall be given at least I0 but no more than 90 clays
before the meeting date. The notice shall be given either personally or by first-class,
registered, or certified mail, and shall be addressed to each member entitled
to vote, at the address of that member as it appears on the books of the corporation.
c. Annual Membership Meeting An annual meeting
of members shall be held each year. The board shall give members notice of the
date of annual meeting as set forth in Paragraph 7.b. At the meeting, directors
shall be elected and other proper business may be transacted.
d. Special Membership Meetings The board or the
chairman of the board, if any, or the president, or 5 percent or more of the
members, may call a special meeting of the members for any lawful purpose at
any time.
A special meeting called by any person entitled to call a meeting (other than
the board) shall be called by written request, specifying the general nature
of the business proposed to be transacted, and submitted to a director. No business,
other than the business that was set forth in the notice of the meeting, may
be transacted at a special meeting.
e. Quorum A majority of the voting power shall
constitute a quorum for the transaction of business at any meeting of members.
f. Voting Subject to the California Nonprofit
Mutual Benefit Corporation Law, members in good standing shall be entitled to
vote at any meeting of members. Voting may be by voice or by ballot. each member
entitled to vote may cast one vote on each matter.
If a quorum is present, the affirmative vote of a majority of the voting power
represented at the meeting entitled to vote and voting on any matter, shall
be deemed the act of the members unless the vote of a greater number, or voting
by classes, is required by California Nonprofit Mutual Benefit Corporation Law
or by articles of incorporation.
8. Action Without A Meeting
Any action required or permitted to be taken by the members may be taken without
a meeting, if all members consent in writing to the action. the written consent
or consents shall be filed with the minutes of the meeting. The action by written
consent shall have the same force and effect as a unanimous vote of the members.
IV
BOARD OF DIRECTORS
A. General Powers
Subject to the provisions and I imitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporation‚s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.
B. Specific Powers
1. Appoint and remove, at the pleasure of the
board, all corporate officers, agents, and employees; prescribe powers and duties
for them as are consistent with the law, the articles of incorporation, and
these bylaws; fix their compensation; and require from them security for faithful
service.
2. Change the principal office or the principal
business office in California from one location to another: cause the corporation
to be qualified to conduct its activities in any other state, territory, dependency,
or country; conduct its activities in or outside California; and designate a
place in or outside California for holding any meeting of members.
3. Borrow money and incur indebtedness on the
corporation's behalf and cause to be executed and delivered lb. the corporation's
purposes, in the corporate name, promissory notes, bonds, debentures deeds of
trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
C. Number of Directors
The board of directors shall consist of five (5) qualified and duly elected members in good standing.
D. Election and Term of Office
All directors shall be elected at an annual meeting of members to hold office until expiration of the term for which elected and until a successor has been elected and qualified. In particular an individual member shall be elected as each year to serve out a three year term as follows: year one as vice president. year two as president, and finally year three as member at large. The CFO and Secretary shall be elected in alternating years to serve two-year terms.
E. Vacancies
1. Events Causing Vacancies on Board
A vacancy or vacancies on the board of directors shall occur in the event of(a)
the death or resignation of any director, (b) the declaration by board resolution
of a vacancy in the office of a director who has been declared of unsound mind
by a court order, convicted of a felony, or, if the corporation holds assets
in charitable trust, found by a final order or judgment of any court to have
breached a duty arising under Corporations Code section 7238; (c) the vote of
the members or, if the corporation has fewer than 50 members, the vote of a
majority of all members, to remove any director(s); (d) an increase in the authorized
number of directors; or (e) a failure of the members, at any meeting of members
at which any director or directors are to be elected, to elect the number of
directors required to be elected at that meeting.
2. Resignation of Directors
Except as provided below. any director may resign by giving written notice to
the chairman of the board, if any, or to the president or the secretary of the
board. The resignation shall be effective when the notice is given unless it
specifies a later time for the resignation to become effective. If a director's
resignation is effective at a later time, the board may elect a successor to
take office as of the date when the resignation becomes effective.
3. Vacancies Filled by Board
Except for a vacancy created by the removal of a director by the members, vacancies
on the board may be filled by approval of the board or, if the number of directors
then in office is less than a quorum, by (1) the unanimous written consent of
the directors then in office, (2) the affirmative vote of a majority of the
directors then in office at a meeting held according to notice or waivers of
notice complying with Corporations Code section 7211, or (3) a sole remaining
director. The members may fill any vacancy not filled by the directors.
4. No Vacancy on Reduction of Number of Directors
Any reduction of the authorized number of directors shall not result in any
director's being removed before his or her term of office expires.
F. Directors' Meetings
1. Place of Board Meetings
Meetings of the board shall be held any place within or outside California that
has been designated by resolution of the board or in the notice of the meeting
or, if not so designated, at the principal office of the corporation.
2. Meetings by Telephone or Other Telecommunications Equipment
Any board meeting may be held by conference telephone, video screen communication,
or other communications equipment. Participation in a meeting under this Section
shall constitute presence in
person at the meeting if each member participating in the meeting can communicate
concurrently with all other members and is able to participate in all matters
before the board.
3. Annual Meetings
Immediately after each annual meeting of members, the board shall hold a general
meeting for purposes of organization, election of officers, and transaction
of other business. Notice of this meeting is not required.
4. Other Meetings
Other general meetings of the board may be held without notice at such time
and place as the board may fix from time to time.
5. Special Meetings
Special meetings of the board for any purpose may be called at any time by the
chairman of the board, if any, the president or any vice president, the secretary,
or any two directors.
a. Notice of Special Meetings
Notice of the time and place of special meetings shall be given to each director
by (a) personal delivery of written notice; (b) first-class mail, postage prepaid;
(c) telephone, including a voice messaging system or other similar technology;
(d) telegram; (e) Facsimile; (f) electronic mail; or (g) other electronic means.
All such notices shall be given or sent to the director's address, telephone
number, or other contact information as shown on the corporation's records.
Notices sent by first-class mail shall be deposited in the United States mails
at least five (5) days before the time set for the meeting. Notices given by
personal delivery, telephone, facsimile, electronic nail, or telegraph shall
be made at least forty-eight (48) hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is
other than the corporation‚s principal office. The notice need not specify
the purpose of the meeting.
6. Quorum
A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, the provisions on (a) approval of contracts or transactions between this corporation and one or more directors or between this corporation mid any entity which a director has a material financial interest, (b) creation of and appointments to committees of the board, and (c) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if nay action taken or decision made is approved by at least a majority of the required quorum for that meeting
7. Waiver of Notice
Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
8. Adjournment
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.Notice of the time and place of holding an adjourned meeting need not be given unless the original fleeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
G. Board Action Without a Meeting
Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action. Such action by written consent shall have the same force and effect as any other validly approved board action. All such consents shall be filed with the minutes o the proceedings of the board.
H. Compensation and Reimbursement
Directors shall not receive any direct compensation from this corporation for their service as Directors. This does not preclude any Director from serving this corporation in an other capacity and receiving compensation in that capacity. Directors nay receive such reimbursement of expenses, as the board may establish by resolution to be just and reasonable as to the corporation at the time that the
I. Committees
1. Creation and Powers of Committees
The board, by resolution adopted by a majority of the directors then in office,
may create one or more committees, each consisting of two or more directors
and no one who is not a director, to serve at the pleasure of the board. Appointments
to committees of the board shall be by majority vote of the directors then in
office. The board may appoint one or more directors as alternate members of
any such committee, who may replace any absent member at any meeting. Any such
committee shall have all the authority of the board, to the extent provided
in the board resolution, except that no committee may:
(a) Take any final action on any matter that, under the California Nonprofit Mutual benefit Corporation Law, also requires approval of the members or approval of a majority of all members;
(b) Fill vacancies on the board or any committee of the board;
(c) Amend or repeal bylaws or adopt new bylaws;
(d) Create any other committees of the board or appoint the members of committees of the board.
2. Meetings and Action of Committees
Meetings and actions of committees of the board shall be governed by, held, and taken under the provisions of these bylaws concerning meetings and other board actions, except that the time for general meetings of such committees and the calling of special meetings of such committees may be set either by board resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The board may adopt rules for the governance of any committee as long as the rules are consistent with these bylaws. If the board has not adopted rules, the committee may do so.
V
OFFICERS
A. Officers of the Corporation
The officers of this corporation shall he a president (Chief Executive Officer), a secretary, a treasurer (Chief Financial Officer), a vice-president and a member at large. The corporation, at the board's discretion, may also have a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed.
B. Election of Officers
The officers of this corporation shall be chosen annually by the board and shall serve at the pleasure of the board, subject to the rights of any officer under any employment contract.
C. Other Officers
The board may appoint and authorize the chairman of the board, the president, or another officer to appoint any other officers that the corporation may require. Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in the bylaws or established by the board.
D. Removal of Officers
Without prejudice to the rights of any officer under an employment contract, the board may remove any officer with or without cause. An officer who was not chosen by the board may be removed by any other officer on whom the board confers the power of removal.
E. Resignation of Officers
Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.
F. Vacancies in Office
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office, provided, however, that vacancies need not be filled on an annual basis.
G. Responsibilities of Officers
1. Chairman of the Board
If a chairman of the board of directors is elected, he or she shall preside at board meetings and shall exercise and perform such other powers and ditties as the board may assign from time to time. If there is no president, the chairman of the board shall also be the chief executive officer and shall have the‚ powers and duties of the president of the corporation set Forth in these bylaws.
2. President/Chief Executive Officer
Subject to such supervisory powers as the board may give to the chairman of the board, if any,and subject to the control of the board, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation's activities, affairs, and officers. The president shall preside at all members' meetings and, in the absence of the chairman of the board, or if none, at all board meetings. The president shall have such other powers and duties as the board or the bylaws may require.
3. Vice Presidents
If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the board, or, if not ranked, a vice president designated by the board, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the board or the bylaws may require.
4. Secretary
a. Minute Book
The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board, of committees of the board, and of members' meetings. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special,how authorized; the notice given; the names of persons present at board and committee meetings; and the number of members present or represented at members‚ meetings. The secretary shall keep or cause to be kept, at the principal California office, a copy of the articles of incorporation and bylaws, as amended to date.
b. Membership Records
The secretary shall keep or cause to be kept, at the corporations principal office or at a place determined by resolution of the board, a record of the corporation's members, showing each member's name, address, and class of membership.
c. Other duties
The secretary shall give, or cause to be given, notice of all meetings of members, of the board, and of committees of the board that these bylaws require to be given. The secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the board or the bylaws may require.
5. Treasurer/Chief Financial Officer
a. Books of Account
The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation‚s properties and transactions. The chief financial officer shall send or cause to be given to the members and directors such financial statements and reports as are required to be given by law, by these bylaws, or by the board. The books of account shall be open to inspection by any director at all reasonable times.
b. Deposit and Disbursements
The chief financial officer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate; (ii) disburse the corporation‚s funds as the board may order; (iii) render to the president, chairman of the board, if any, and the board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation; and (iv) have such other powers and perform such other duties as the board or the bylaws may require.
VI
MISCELLANEOUS
A. Indemnfication
I. Right of indemnity
To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Corporations Code section 7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and oilier amounts actually and reasonably incurred by them in connection with any, "proceeding," as that term is used in hat section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
2. Approval of Indemnity
On written request to the board by any person seeking indemnification under Corporations Code section 7237(b) or section 7237(c), the board shall promptly decide under Corporations Code section 7237(e) whether the applicable standard of conduct set forth in Corporations Code section 7237(b) or section 7237(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification, because the number of directors who arc patties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code section 7237(c) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
3. Advancement of Expenses
To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification in defending any proceeding shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.
B. Insurance
This corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer's, director's, employee's, or agents status as such.
C. Records and Reports
I. Maintenance of Corporate Records
This corporation shall keep:2. Members' Inspection Rights
a. Membership Records
Unless the corporation provides a reasonable alternative as provided below,
any member may do either or both of the following for a purpose reasonably related
to the member's interest as a member:
1) Inspect and copy the records containing members‚ names, addresses, and voting rights during usual business hours on five days‚ prior written demand on the corporation, which must state the purpose for which the inspection rights are requested; or
2) Obtain from the secretary of the corporation, on written demand and tender
of a reasonable charge, a list of names, addresses, and voting rights of members
who are entitled to vote for directors as of the most recent record date for
which that list has been compiled, or as of the date, after the date of demand,
specified by the member. The demand shall state the purpose for which the list
is requested. The secretary shall make this list available to the member on
or before the later often days after the demand is received or the date specified
in the demand as the date as of which the list is to be compiled.
The corporation may, within ten business days after receiving a demand under
this Section, make a written offer of an alternative method of reasonable and
timely achievement of the proper purpose specified in the demand without providing
access to or a copy of the membership list. Any rejection of this offer must
be in writing and must state the reasons the proposed alternative does not meet
the proper purpose of the demand.
If the corporation reasonably believes that the information will be used for
a purpose other than one reasonably related to a person's interest as a member,
or if it provides a reasonable alternative under this Section, it may deny the
member access to the membership list.
Any inspection and copying under this Section may be made in person or by the
member's agent or attorney. The right of inspection includes the right to copy
and make extracts. This right of inspection extends to the records of any subsidiary
of the corporation.
b. Accounting Records and Minutes
On written demand on the corporation, any member may inspect, copy, and make
extracts of the accounting books and records and the minutes of the proceedings
of the members, the board of directors, and committees of the board at any reasonable
time for a purpose reasonably related to the member's interest as a member.
Any such inspection and copying may be made in person or by the member's
agent or attorney. This right of inspection extends to the records of any subsidiary
of the corporation.
3. Maintenance and Inspection of Articles and Bylaws
This corporation shall keep at its principal California office the original
or a copy of the articles of incorporation and bylaws, as amended to the current
date, which shall be open to inspection by the members at all reasonable times
during office hours. If the corporation has no business office in California,
the secretary shall, on the written request of any member, furnish to that member
a copy of the articles of incorporation and bylaws, as amended to the current
date.
4.Directors' Right To Inspect
Every director shall have the absolute right at any reasonable time to inspect
the corporation's books, records, documents, of every kind, physical properties,
and the records of each subsidiary. The inspection may be made in person or
by the director‚s agent or attorney. The right of inspection includes the
right to copy and make extracts of documents.
5. Annual Report
The board shall cause an annual report to be prepared within 120 days after
the end of the corporation's fiscal year. That report shall contain the following
information in appropriate detail:
(a) A balance sheet as of the end of the fiscal year, an income statement,
and statement of changes in financial position for the fiscal year, accompanied
by an independent accountants' report or, if none, by the certificate of
an authorized officer of the corporation that they were prepared without audit
from the corporation‚s books and records;
(b) A statement of the place where the names and addresses of current members
are located; and
(c) Any information required by these bylaws.
This corporation shall annually notify each member of the member's right to
receive a copy of the financial report tinder this Section. Except as provided
in the next paragraph of this bylaw, on written request by a member, the board
shall promptly cause the most recent annual report to be sent to the requesting
member.
This Section shall not apply if the corporation receives less than $10,000 in
gross revenues or receipts during the fiscal year.
6. Annual Statement of Certain Transactions and Indemnification';s
As part of the annual report to all members, or as a separate document if no
annual report is issued, the corporation shall annually prepare and mail or
deliver to its members and furnish to its directors a statement of any transaction
or indemnification of the following kinds within 120 days after the end of the
corporation‚s fiscal year:
(a) unless approved by members under Corporations
Code section 7233(a), any transaction to which the corporation, its parent or
its subsidiary was a party, (ii) which involved more than $50,000 or was one
of a number of such transactions with the same person involving, in the aggregate,
more than$50,000, and (iii) in which either of the following interested persons
had a direct or indirect material financial interest (a mere common directorship
is not a material financial interest):
(1) Any director or officer of the corporation,
its parent, or its subsidiary;
(2) Any holder of more than 10 percent of the
voting power of the corporation, its parent or its subsidiary.
The statement shall include a brief description of the transaction, the names
of interested person involved, their relationship to the corporation, the nature
of their interest in the transaction, and, when practicable, the amount of that
interest, except that, in a partnership in which such person is a partner, only
the partnership interest need be stated.
b) A brief description of the amounts and circumstances
of any loans, guaranties, indemnification, or advances aggregating more than
$10,000 paid during the fiscal year to any officer or director of the corporation
under these bylaws, unless the loan, guaranty, indemnification, or advance has
already been approved by the members under Corporations Code section 5034, or
the loan or guaranty is not subject to Corporations Code section 7235(a).D.
Amendments
1. Amendment by Board
a. Membership Rights LimitationAny provision of these bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by vole of that greater number. No amendment may extend a director's term beyond that for which the director was elected.CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of THE CONTRA COSTA FOOTBALL OFFICIALS ASSOCIATION, INC., a California nonprofit mutual benefit corporation; that these bylaws, consisting of 13 pages are the bylaws of this corporation as adopted by the board of directors on August 19, 2001; and that these bylaws have not been amended or modified since that date.
Executed on August 19, 2001 at Walnut Creek, California.
David Jurkiewicz,
Secretary CCFOA