I. PRINCIPAL OFFICE
The principal office for the transaction of the business of this corporation is fixed and located at The Gardens at Heather Farms, 1540 Marchbanks Drive, Walnut Creek, Contra Costa County, California 94598. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another in this county.
Section 1. Members
There shall be two classes of members of this corporation. The first class of members shall be known as adult members, and the second class of members shall be known as junior members. Adult members are those members 18 years of age or older. Junior members are those persons under 18 years of age. Junior members can attend fish-outs and similar outings sponsored by this corporation only when accompanied by a parent or a responsible adult member of this corporation, and when suchjunior member has had his parent or legal guardian execute and deliver a Release, Waiver of Liability, Assumption of Risk, Hold Harmless Agreement and Indemnity agreement as shall be provided by the corporation. "Members", as used hereinafter, shall refer to those persons whose dues and other fees are current and in good standing.
Section 2. Qualification of Members
Membership to this corporation is open to any person with an interest in casting, rod-building, fly tying, conservation and, of course fly fishing.. The proposal shall be in writing on a DVFF New Member Application Form and be accompanied by the annual dues and initiation fees and a signed Release, Waiver of Liability, Assumption of Risk, Hold Harmless Agreement and Indemnity agreement. These fees shall be established and approved by the Board of Directors.
Section 3. Dues
The dues and any initiation fees of this corporation shall be in an amount as determined by the Board of Directors, and shall be payable annually at the beginning of each calendar year, unless the Board shall otherwise determine. The Board shall establish such practices and procedures as it deems necessary for the collection of any such dues and fees.
Section 4. Voting Rights
Each member of this corporation shall be entitled to one vote. Notice of any meetings of the membership of this corporation shall be given to both adult and junior members alike and in the same form or manner.
Section 5. Annual Meeting
The annual meeting of the members of this corporation shall be held on the third Tuesday of December of each year at 7:30 PM at the principal office of this corporation, or at any other time in December and at any other place determined by a resolution of the Board of Directors. No notice of any such annual meeting need be given ifit is held on the third Tuesday in December at 7:30 PM at the principal office of the corporation; otherwise, written notice of the time and place of the annual meeting shall be delivered personally to each member or sent to each member by mail or other form of written communication, charges prepaid, addressed to each member at his or her address as it is shown on the records of the corporation, or if it is not shown on the records or is not readily ascertainable, at the place where the meetings of members are regularly held. Any notice shall be mailed or delivered at least (5) days before the date of the meeting.
Section 6. Special Meetings
Special meetings of the members of this corporation for any purpose may be called at any time by the President of the corporation, by resolution of a majority of the Board of Directors, or upon written request of fifteen (15) members of the corporation addressed to the Secretary of this corporation. Written notice of the time and place of special meetings of the members shall be given in the same manner as for annual meetings of the members. The notice of such special meeting or other business shall be transacted. The transactions of any meeting of the members of this corporation, however called and noticed, shall be valid as though having occurred at a meeting held after regular call and notice, if a quorum of voting members are present.
Section 7. Quorum
A quorum of any meeting of the members of this corporation shall be one-third (1/3) of the total members in good standing.
Section 8. Liabilities of Members
No person who is now, or later becomes, a member of this corporation shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of this corporation shall look only to the assets of this corporation for payment..
III. BOARD OF DIRECTORS
Section 1. Number of Directors
There shall be nine directors, four chosen on even years, four on odd years, each for two-year terms; the Immediate President shall also be a Director.
Section 2. Quorum
A quorum of the Board of Directors shall be seven.
Section 3. Powers to the Directors
Subject to the limitations of the Articles of Incorporation, other sections of the Bylaws, and of California Law, all corporate powers of the corporation shall be exercised by or under the authority of, and business and affairs of the corporation shall be controlled by the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers:
(a) To select and remove all agents and employees of the corporation, except officers, and prescribe such powers and duties for all officers, agents and employees as may not be inconsistent with law, the Articles of Incorporation or the Bylaws, fix their compensation and require from them security for faithful service.
(b) To conduct, manage, and control the affairs and business of the corporation, and to make rules and regulations not inconsistent with the law, the Articles of Incorporation, or the Bylaws.
(c) (c) To borrow money and incur indebtedness for the purpose of the corporation, and for that purpose to cause and be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.
Section 4. Nomination of Directors and Officers
The President shall appoint three (3) directors to the Nominating Committee no later than the August Board meeting each year. The President will also announce at the September Club meeting, and post in the October Wind.knots, that this Nominating Committee has been formed and anyone interested to serve as an Officer or Director should contact this Committee. This Committee shall report at the November board of director meeting any member nominations. Nominations shall then be closed. The President will contact these individuals, identified by the Nomination Committee, to obtain their assent to fill the open positions. If there are multiple nominations exceeding the number of available positions, a notice will be posted in the December Windknots notifying the membership of an election by ballot, to take place at the December Club meeting to elect candidates to the open director and officer positions, except for the position of President, which will be filled by the President-elect..
Section 5. Vacancies
Any vacancy in the Board of Directors shall be filled from the membership by a majority of the remaining directors then in office, even though less than a quorum, or by the sole remaining director. A successor director so elected shall serve the unexpired term of his predecessor.
Section 6. Place of Meeting
Regular meetings of the Board of Directors shall be held on the second Tuesday of each month at 7:00 PM at a suitable location as determined by the Board of Directors..
Section 7. Special Meetings
Special meetings of the Board of Directors for any purpose may be called at any time by the President or any four directors. Written notice of time and place of special meetings shall be delivered personally to each director or sent to each director by mail or other form of written communication, charges prepaid, addressed to the director at his or her address as it is shown in the records of the corporation, or if it is not shown on the records or is not readily ascertainable, at the place at which the meetings of the directors are regularly held. The notice shall be mailed at least five (5) days before the time of the holding of the meeting, and shall specify the business to be conducted and no other business shall be conducted. The transactions of any meeting of the Board of Directors however noticed and wherever held, shall be as valid as though having occurred at a meeting held after regular call and notice, if a quorum is present.
Section 8. Removal
A director may be removed from office, for cause, by the vote of a majority of the directors. Failure to attend three (3) consecutive board meetings without just cause shall call for automatic resignation.
Section 1. Officers
There shall be four officers, the President, the President-elect, the Secretary, and the Treasurer, each chosen for a two-year term, and the President-elect chosen for a one year term. An officer may also be a member of the Board of Directors. The President-elect shall have had prior service as an officer or director. At the end of the term of the President, the President-elect shall succeed to the Presidency. The outgoing President will serve an additional one year term as a non-voting director, and in assisting the incoming President. At the end of this one year term this director position will remain vacant until the following year, when it will be filled by the then outgoing President. All terms begin at the corporation's annual Crab Feed which takes place in January of each year. If a Crab Feed does not take place in any given year the terms shall begin on January 1 following election.
Section 2. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors, except that in the case of a vacancy in the office of President, the President-elect shall automatically become the President and the Board shall fill the office of President-elect.
Section 3. President
Subject to the control of the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the corporation. He shall preside at all meetings of the members and directors, and shall have such other powers and duties as may be prescribed him from time to time by the Board of Directors. All agreements and obligations shall require the signature of the President and at least one other officer.
Section 4. President-elect
In the absence or disability of the President, the President-elect shall perform all the duties of the President and in so acting shall have all the powers of the President. The President-elect shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 5. Secretary
The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the corporation and affix it to such papers and instruments as may be required in. the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the record of the corporation, and shall discharge such other duties of the office as prescribed by the Board of Directors.
Section 6. Treasurer
The Treasurer shall receive and safely keep all funds of the corporation and deposit them in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the corporation signed by the President and Treasurer, or by such officers as may be designated by the Board of Directors as authorized to sign them. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 1. Right to Indemnity
To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding" , as that term is used in that 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 section 5238(a) of the California Corporations Code.
Section 2. Approval of Indemnity
On written request to the board by any person seeking indemnification under section 5238(b) or section 5238(c) of the California Corporations Code, the board shall promptly determine under section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in section 5238(b) or section 5238(c) has been met and, if so, the board shall authorize indemnification.
Section 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 under this Article V of these bylaws in defending any proceeding covered by those Sections 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 determined that the person is entitled to be indemnified by the corporation for those expenses.
VI. AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed and new Bylaws adopted by the vote of nine (9) of the members of the Board of Directors at any directors meeting, except that a bylaw fixing or changing the number of directors may be adopted, amended, or repealed only by the vote or written consent of a majority of the members of the corporation or the vote of a majority of a quorum at a meeting of the members called for that purpose and which is the vote of the majority of those present and voting.
Section 1. Execution of Documents
The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and this 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 any amount.
Section 2. Inspection of Bylaws
The Secretary shall keep the original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at regular meetings.
Section 3. Rules of Order
The rules contained in Roberts Rules of Order, revised, may be used as a guide by the Board of Directors in governing members' meetings and directors' meetings of this corporation.
Bylaws revised and amended March 15, 2011