Records & Rights

Records: The Corporation shall keep a membership book containing the name and address of each member. Such book shall be kept at the corporation's principal office and shall be available for inspection by any member of the corporation during regular business hours. The record of names and addresses of the members of this organization 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.

MEMBERS' INSPECTION RIGHTS: Each and every Individual Member 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 Treasurer of the corporation, upon written demand and payment of a reasonable charge, an alphabetized 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.

C. 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. The corporation may, within ten (10) 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.

D. 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.

E. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as a member.

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. The Board shall cause an annual report to be prepared not later than one hundred and twenty days after the close 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 accountant’s report or, if none, by a certificate of an authorized officer of the corporation that they were prepared without audit from the corporation’s books and records; A statement of the place where the names and addresses of current members are located; and any information required by Section 7 of this Article.

B. This corporation shall annually notify each member of the member’s right to receive a copy of the financial report under this Section. Upon written request, the Board shall promptly cause the most recent annual report to be sent to the requesting member.

ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS: This Corporation shall mail or deliver to all Directors and any and all members a statement within one hundred and twenty days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

A. Unless approved by members under Corporations Code section 7233(a), a statement will be produced for any transaction in which the corporation, or any subsidiary, or any member if either of the following had a direct or indirect material financial interest:

B. Any Director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or any holder of more than ten percent (10%) of the voting power of the corporation, or its subsidiary.

C. The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).

D. Similarly, the statements need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any Director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 7237(e)(2) of the California Corporations Code.

E. Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS: Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.

AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS: After members have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this corporation.

CERTAIN AMENDMENTS: Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first Directors of this corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation".

Subject to any provision of law applicable to the amendment of bylaws of mutual benefit nonprofit corporations, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted as follows:

Subject to the power of members to change or repeal these Bylaws under the Corporations Code, by approval of the Board of Directors unless the Bylaw amendment would materially and adversely affect the rights of members as to voting or transfer, provided, however, a Bylaw amendment specifying or changing the fixed number of Directors of the corporation, the 15 minimum or maximum number of Directors, or changing from a fixed to variable Board or vice versa, may not be adopted, amended, or repealed except as provided by approval of the members of this corporation.