This is a copy of the content of the official Bylaws of Mission Bay Marlin Club kept by the Secretary.
BYLAWS OF MISSION BAY MARLIN CLUB
A CALIFORNIA UNINCORPORATED ASSOCIATION (As amended June, 2006)
ARTICLE I: PREAMBLE
1.01. Purpose. The principal purpose of the Mission Bay Marlin Club is the promotion of fishing among its members, the encouragement of sportsmanship, fellowship, and assistance in the conservation of fish in local waters.
1.02. Organization. The Club was organized as nonprofit, unincorporated association in conjunction with Mission Bay Marlin Club, Inc., a California nonprofit corporation, and was established as a rod and gun club with its primary emphasis on salt water angling in accordance with the principal purpose set forth in Section 1.01 above.
ARTICLE II: OFFICES
2.01. Principal Office. The principal office of the Club for the transaction of its business is located at 2590 Ingraham Street, City and County of San Diego, California.
2.02. Other Offices. The Club may also have offices as its business may require and as the Board of Directors may from time to time by resolution designate.
2.03. Change of Address. The Board of Directors has full power and authority to change the principal office of the Club from one location to another in the County of San Diego, California. Any change of address will be noted by the Secretary in these Bylaws, but will not be considered an amendment of these Bylaws.
ARTICLE III: MEMBERS
3.01. Classes of Membership and Rights. The Association will have three classes of membership as follows: Charter Member, Regular Member, and Junior Member.
3.02. Qualifications and Definitions of Classes of Membership.
(a) A Charter Member shall be those members and their spouses who held membership in the Club on August 31, 1973.
(b) A Regular Member shall be those members and their spouses who joined the Club afterAugust 31, 1973.
(c) A Junior Member shall be any child sponsored by either a Charter or Regular Member in good standing until January 1 of the year following the child’s 16th birthday. A Junior Member shall be eligible to become a Regular Member upon the payment of the current annual membership dues within the calendar year immediately following the year of the child’s 16th birthday.
3.03. Voting Rights. Only Charter and Regular Members have voting rights in the Club, and the voting rights of each class shall be equal, one vote per membership.
3.04. Annual Dues. All members shall pay annual dues in an amount determined by resolution of the Board of Directors and approved by an affirmative vote of a majority of the members.
3.05. Transferability and Assignment. Neither membership in the Club nor any rights in the membership may be transferred or assigned for value or otherwise.
3.06. Membership Book. The Association will keep a membership book containing the name, address, and class of each member in written form or in any form capable of being converted into written form. The membership book must note if a membership has terminated, the manner of termination, and the date on which that membership ceased. The membership book will be kept at the principal office of the Club and is subject to the rights of inspection required by law and as set forth in Section 3.07 of these Bylaws.
3.07. Inspection Rights of Members. All records of this Association will be open to inspection on the written demand of any member at any reasonable time for a purpose reasonably related to his or her interests as a member.
3.08. Club Trophies and Tournaments. All dues paying members in good standing are entitled to compete for Club trophies and awards and to participate in Club tournaments. Junior Members shall be eligible for junior trophies or awards, and tournaments only.
3.09. Termination of Membership By Resignation, Death, Nonpayment of Dues, or Suspension.
(a) The membership of any member of the Club automatically terminates on the death of the member or on receipt of the member’s written request for termination delivered to the President or Secretary of the Club personally or by United States mail. Termination of membership does not relieve the member, or the member’s estate in the event of termination by death, of the obligation to pay any dues or other charges that accrue and remain unpaid at termination.
(b) Any member who fails to renew their membership by payment of their annual dues within 30 days after they become due automatically terminates their membership at the end of that 30-day period.
(c) The Board of Directors by affirmative vote of two-thirds of all the members of the Board may suspend or expel a member for infraction of the Bylaws, rules or regulations of the Club, or for conduct which in the opinion of the Board shall be deemed prejudicial to the best interests of the Club.
(d) All rights and interests of a member in the Club cease on the termination of membership.
(e) Reinstatement. Any member whose membership is terminated, other than by death, may have his or her membership reinstated on the terms as the Board of Directors deems appropriate by filing a written request for reinstatement with the President or Secretary of the Club. On approval of the request by a majority of the Board present at the meeting at which the request is considered, provided that a quorum is present at the meeting, the membership will be reinstated, subject to the member’s payment of the current annual dues together with any other outstanding liabilities.
ARTICLE IV: MEETINGS OF MEMBERS
4.01. Place. Meetings of members will be held at the principal office of the Club or at any other place within the City of San Diego as may be designated from time to time by the Board of Directors.
4.02. Annual Meeting. Members of the members shall be held no later than March 1 of each year at a time and place as shall be determined by the Board of Directors, provided that the meeting shall be held within the City of San Diego and pursuant to notice as hereinafter provided.
4.03. Special Meetings. Special meetings of members may be called by the President or four or more Board members. Special meetings will be held at the times and places within the City of San Diego as shall be stated in the resolution.
4.04. Notice of Meetings. Written notice of every meeting of members, unless authorized by the member to be delivered by some other means, must be either personally delivered or mailed by United States mail, postage prepaid, not less than 15 before the date of the meeting to each member who is entitled to vote at the meeting as of the record date for notice of the meeting.
If notice is given by mail or other means of written communication (including electronic means as provided in Section 5.08(d)), the notice must be addressed to the member at the address appearing on the membership book of the Club or at the address given by the member to the Club as authorized for the purpose of notice. If no address appears or no other authorization for written notice was given by the member, notice will be given at the principal office of the Club or by publication in any newspaper of general circulation in the county in which the principal office of the Club is located. The Secretary shall execute an affidavit of the giving of the notice of the meeting of members. In the case of a specially called meeting of members, notice that a special meeting will be held at a time requested by the person or persons calling the meeting not less than 35 days nor more than 90 days after receipt of the written request from that person or persons by the President of the Club will be sent to the members forthwith and in any event within 20 days after the receipt of the request for a special meeting.
Notwithstanding any provision dispensing with notice of regular meetings, no action may be taken on any of the following proposals at any regular meeting unless written notice of the general nature of the business or proposal has been given as in the case of a special meeting: (1) any proposal of the Club to incur any indebtedness in excess of the sum of $ 5,000.00; (2) any proposal to incorporate; (3) any proposal to amend the Articles of Organization of this Club; or (4) any proposal to wind up and dissolve the Club.
4.05. Contents of Notice. The notice must state the place, date, and time of the meeting. In the case of special meetings, the notice must specify the general nature of the business to be transacted. Notice of regular meetings, when required, must identify those matters that the Board, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Board Members are to be elected must include the names of all those who are nominees at the time the notice is given to the members.
4.06. Waivers, Consents, and Approvals. The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, and if, either before or after the meeting, members entitled to vote but not present in person or by authorized mail-in ballot, sign a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All waivers, consents, and approvals will be filed with the Club’s records or included in the minutes of the meeting and may be counted for the purpose of complying with Section 4.07.
4.07. Quorum. A quorum at any meeting of members consists of 20 percent of the voting power, represented in person or by authorized mail-in ballot. For purposes of this Bylaw, “voting power” means the power to vote for the election of Board Members at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event that has not yet occurred.
4.08. Adjournment for Lack of Quorum. In the absence of a quorum, no business may be transacted at any meeting of members, except as provided in Section 4.09 of these Bylaws. The only motion that the chair may entertain is a motion to adjourn. The meeting may be adjourned from time to time by the vote of a majority of the votes represented either in person or by authorized mail-in ballot. If adjourned for less than 30 days, no notice of the adjourned meeting need be given. However, if a meeting is adjourned to another time or place, and thereafter a new record date is fixed for notice or voting, notice of the adjourned meeting must be given to each member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting. No meeting of members may be adjourned more than 45 days.
4.09. Loss of Quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.
4.10. Voting of Membership.
(a) Each member is entitled to one vote on each matter submitted to a vote of the members.
(b) Single memberships in which two or more persons have an indivisible interest will be entitled to just one vote.
(c) Cumulative voting is not authorized for the election of directors or for any other purpose. (d) Members entitled to vote are not permitted to vote or act by proxy. Any amendment ofthis provision creating or expanding proxy rights must be adopted with approval by the members. (e) Voting will be by voice vote for all matters other than the election of Board Members and officers. The election of Board members and officers will be by secret ballot.
4.11. Conduct of Meetings.
(a) The President of the Club or, in his or her absence, any other person chosen by a majority of the voting members present in person or by proxy will be Chairman of and preside over the meetings of the members. The Secretary of the Club will act as the secretary of all meetings of members. However, in his or her absence, the Chairman of the meeting of members will appoint another person to act as secretary of the meeting.
(b) The Robert’s Rules of Order, as amended from time to time, will govern the meetings of members insofar as those rules are not inconsistent with or in conflict with these Bylaws.
4.12. Record Date of Membership. The record date for the purpose of determining the members entitled to notice of any meeting of members is 40 days before the date of the meeting of members. The record date for the purpose of determining the members entitled to vote at any meeting of members is 30 days before the date of the meeting of members.
4.13. Action Without Meeting by Written Ballot.
(a) Any action that may be taken at any regular or special meeting of members may be taken without a meeting. If an action is taken without a meeting, the Club must distribute a written ballot to every member entitled to vote on the matter. The ballot must state the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Club. Approval by written ballot is valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(b) Ballots will be solicited in a manner consistent with the requirements of giving notice of members’ meetings set forth in Section 4.04 of these Bylaws. All solicitations must indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Board members, state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted.
(c) Any member casting a ballot may revoke the ballot, or substitute another, by a writing received by the Club before the time specified on the ballot for its receipt, but may not do so thereafter. The revocation is effective on its receipt by the Secretary of the Club.
ARTICLE V: BOARD OF DIRECTOR MEMBERS
5.01. Number. The Club shall have a minimum of 7 members of the Board of Directors (“Board Members”). The number of Board Members may be increased as provided in these Bylaws provided that after the increase the Board shall consist of an odd number of Members.
5.02. Qualifications. Any Charter or Regular Member of this Club in good standing is qualified to be a Board Member provided the member has been a member of the Club for at least one year, and the immediate past President of the Club shall be automatically included as a Board Member with a term of one year.
5.03. Terms of Office.
(a) Each Board Member holds office until the next (annual) meeting of members as prescribed by Section 4.02 of these Bylaws or for a term of 2 years from the date of the Board Member’s election, and until the Board Member’s successor qualifies under Section 5.02 of these Bylaws and is elected under Section 5.05. If a Board Member is removed at a special meeting of the members called and held as prescribed by Section 4.03 of these Bylaws, that Board Member will hold office until his or her removal and his or her successor selected.
(b) Board Members, including the initial Board Members, are eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications for office.
(a) Any person qualified to be a Board Member under Section 5.02 of these Bylaws may be nominated by the method of nomination as hereafter provided.
(b) There shall be a Nomination Committee which shall be composed of 5 members consisting of the president, two past presidents, and 2 Board Members, but if it is not possible to so constitute the committee any vacancies will be filled by the Board’s appointment of members in good standing. The Nomination Committee shall compose a list of candidates for election to each position on the Board to be filled and shall endeavor to submit 2 candidates for each board position to be filled. In composing the list of candidates the Nomination Committee shall solicit recommendations from the general membership of the Club.
(c) The Nomination Committee shall prepare and distribute a written ballot as authorized by Section 4.13 of these Bylaws and, in cooperation with the Secretary, provide such notice as required by Section 4.04 of these Bylaws, and shall be responsible for tallying votes and announcing the results of the election.
5.05. Election. The Board Members will be elected at each annual meeting as prescribed by Section 4.02 of these Bylaws or by written ballot as authorized by Section 4.13 of these Bylaws.
5.06. Compensation. The Board Members serve without compensation, except that they shall be allowed and paid their actual and necessary expenses incurred during the performance of their duties.
5.07. Duties. The duties of the Board Members include the following:
(a) To perform any and all duties imposed on them collectively or individually by law, or by these Bylaws, and to conduct all business and other affairs of the Club.
(b) To employ officers, agents, and employees as may be authorized from time to time by the vote or written consent of a majority of the voting members of the Club and to supervise all officers, agents, and employees of the Club to ensure that their duties are properly performed.
(c) To adopt on behalf of the Club rules and regulations not covered by these Bylaws for the purpose of governing the membership and the operation of the Club.
(d) To register their addresses with the Secretary of the Club, and notices of meetings mailed or telegraphed to them at those addresses constitute valid notice of the meeting.
(a) Meetings of the Board may be called by the President or any three Board Members.
(b) All meetings of the Board will be held at the principal office of the Club as specified in Section 2.01 of these Bylaws, at such place as designated by the President, or as provided in Section 2.03 of these Bylaws. The Chairman of the Board of Directors shall be the President and he or she shall preside at all meetings of the Board.
(c) Regular meetings of the Board will be held monthly, without call or notice, at the time and place designated pursuant to Section (b) above.
(d) Special meetings of the Board may be called by the Chairman of the Board or the President or by three Board Members. Special meetings may be held on 4 days’ notice by first-class mail, postage prepaid, or on 48 hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. Notice of the special meeting need not be given to any Board Member who signs a waiver of notice or written consent to holding the meeting, or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that Board Member either before or at the commencement of the meeting. All waivers, consents, and approvals must be filed with the Club’s records or made a part of the minutes of the meetings.
(e) A majority of the authorized number of Board Members constitutes a quorum of the Board for the transaction of business, except as otherwise provided in these Bylaws.
(f) Except as otherwise provided in these Bylaws, or by law, every act or decision done or made by a majority of the Board Members present at a meeting duly held at which a quorum is present is the act of the Board. At any meeting at which a quorum was initially present, the Board Members may continue to transact business notwithstanding the withdrawal of Members if any action taken is approved by at least a majority of the required quorum for that meeting, or any greater number as is required by the law or these Bylaws.
(g) The Chairman of the Board or, in his or her absence, any Board Member selected by the Board then present, will preside at meetings of the Board. The Secretary of the Club or, in the Secretary’s absence, any person appointed by the presiding officer will act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar another. This participation constitutes personal presence at the meeting.
(h) A majority of the Board Members present at the meeting, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place must be given before the time of the adjourned meeting to the Board Members who were not present at the time of the adjournment.
5.09. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to that action. Written consents must be filed with the minutes of the proceedings of the Board. Action by written consent has the same force and effect as the unanimous vote of the Board Members.
5.10. Removal. The entire Board, or any individual Board Member, may be removed from office at any time by the vote of a majority of the voting members of the Club. If any or all Members are so removed, new Members may be elected at the same meeting and the new Members hold office for the remainder of the terms of the removed Board Members. If new Board Members are not elected at the meeting, the vacancy or vacancies created by the removal will be filled as provided in Section 5.11 of these Bylaws.
(a) Vacancies in the Board exist (1) on the death, resignation, or removal of any Board Member; (2) whenever the number of Board Members authorized is increased by amendment; and (3) on failure of the members in any election to elect the full number of Board Members authorized.
(b) The Board may declare vacant the office of a Board Member: (1) if the Member does not accept the office either in writing or by attending a meeting of the Board within 60 days after notice of election as a Board Member; (2) if the Member has three consecutive unexcused absences from any regular or special meeting of the Board; or (3) upon the affirmative vote of five Board Members, excluding the Member in question.
(c) Vacancies caused by the death, resignation, or by removal as provided in these Bylaws, or by an amendment increasing the authorized number of Board Members, must be filled by appointment by a majority of the remaining Board Members, though less than a quorum, or by a sole remaining Board Member.
(d) A majority of the voting members of the Club may elect a Board Member at any time to fill any vacancy not filled by the Board as provided in Subparagraph (c). If all Board Memberships become vacant and no Board Member is left to fill the vacancies, the vacancies must be filled by a majority of the voting members present at a regular or special meeting of members called for that purpose, whether or not a quorum is present.
(e) Persons elected to fill vacancies hold office for the unexpired terms of their predecessors and until their successors are qualified and elected.
ARTICLE VI: OFFICERS
6.02. Qualifications. Any Charter or Regular Member of this Club in good standing is qualified to be an officer.
6.03. Appointment or Election. The officers will be elected by the Board and serve at the pleasure of the Board, subject to the rights, if any, of an office under any contract of employment at will.
6.04. Terms of Office. Officers will serve terms of one year or until the qualification and election of their successors as provided in Section 6.03.
6.05. Duties of Officers.
(a) The President is the chief executive officer of the Club and, in general but subject to the control of the Board, supervises and controls the affairs of the Club. The President must perform all duties incident to the office and any other duties as may be required by law, by the organizational instruments, or that may be assigned to him from time to time by the Board or by the members.
(b) In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice-President will perform the duties of President. When acting as President, the Vice-President has all the powers of, and is subject to all the restrictions on, the President. The Vice President holds such other powers and performs other duties as may be prescribed by law or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors or by the members.
(c) The Secretary shall have the following duties and responsibilities:
(1) Certify and keep at the principal office of the Club the original or a copy of its Bylaws as amended or otherwise altered to date.
(2) Keep at the principal office of the Club a book of minutes of all meetings of the Board and members, recording the time and place of holding, whether regular or special, and, if special, how authorized, notice given, the names of those present at Board meetings, the number of members present at members’ meetings, and the proceedings thereof.
(3) See that all notices are duly given in accordance with the provisions of these Bylaws or as may be required by law.
(4) Be custodian of the records of the Club.
(5) Keep at the principal office of the Club a membership book containing the name and address of each member. If a membership terminates, that fact must be recorded in the book, together with the manner of termination and the date on which the membership ceased.
(6) Exhibit at all reasonable times to any Board Member or elected officer of the Club, or to his or her agent or attorney, on request, the Bylaws, the membership book, and the minutes of the proceedings of Board and members’ meetings.
(7) Exhibit at all reasonable times to any voting member, or to his or her agent or attorney, on written demand, for a purpose reasonably related to the interests of that member, the Bylaws, and the minutes of Directors’ or members’ meetings. The Secretary must exhibit these records at any time when required by the demand of 10 percent or more of the voting members.
(8) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by these Bylaws, or that may be assigned to the Secretary from time to time by the Board or by the members.
(d) The Treasurer of the Club shall have the following duties and responsibilities:
(1) Have charge and custody of, and be responsible for, all funds and securities of the Club, and deposit all funds in the name of the Club in the banks, trust companies, or other depositories selected by the Board.
(2) Receive, and give receipt for, moneys due and payable to the Club from any source whatever.
(3) Disburse or cause to be disbursed the funds of the Club as may be directed by the Board of Directors, taking proper vouchers for the disbursements.
(4) Keep and maintain adequate and correct accounts of the Club’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. (5) Exhibit at all reasonable times the books of account and financial records to any Board Member or elected officer of the Club, or to his or her agent or attorney, on request.
(6) Exhibit at all reasonable times to any voting member, his or her agent or attorney, on written demand for a purpose reasonably related to the interests of the member, the books of account and financial records of the Club, and exhibit these records at any time when required by the demand of 10 percent of more of the voting members.
(7) Shall be responsible for compliance with all applicable state or federal tax laws and regulations.
6.06. Compensation. Officers serve without compensation. The President, Vice-President, Secretary, and Treasurer will be allowed and paid their actual and necessary expenses that may be authorized in advance for matters necessary to the performance of their duties.
6.07. Resignation. Any officer may resign at any time on written notice to the Club without prejudice to the rights, if any, of the Club under any contract to which the officer is a party.
6.08. Removal. Any or all officers may be removed from office at any time by the vote of a majority of the Board of the Club. In the case of the removal of any officer, a new officer will be elected to serve the unexpired portion of the term of the removed officer at the meeting at which the officer is removed.
6.09. Vacancies. Vacancies caused by the death, resignation, or removal of an officer will be filled by the Board at the next regular or special meeting at which a quorum is present following the vacancy.
ARTICLE VII: MISCELLANEOUS
7.01. Committees. The Board shall have the authority to form committees for such purposes as the Board may determine are in the best interests of the Club for the conduct of the Club’s business and other affairs. The purpose, duties, term, composition, and other functions of the committees shall be in the discretion of the Board. The President, subject to the consent of the Board, shall appoint the chairmen and committee members who shall serve at the pleasure of the President. Each Committee may adopt rules for its own government and procedure not inconsistent with law, with these Bylaws, or with the rules, regulations, and resolutions adopted by the Board.
7.02. Keeping Records. The Club must keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Club must also keep a record of its members giving their names and addresses and the class of membership held by each. The minutes will be kept in written form. Other books and records will be kept in either written form or in any other form capable of being converted into written form.
7.03. Checks and Notes. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law or by these Bylaws, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Club over $500.00 must be signed by the Treasurer and countersigned by the President of the Club.
7.04. Club Trophies, Awards and Tournaments. The Board, consistent with its purpose and goals as an angling club and its history and tradition, shall establish in recognition of members’ achievements annual trophies and other awards, and shall sponsor fishing tournaments as shall from time to time be deemed appropriate by the Board.
7.05. Bylaws – Adoption, Amendment, and Repeal. These Bylaws become effective on their adoption by the vote or written consent of a majority of the voting members of this Club. Bylaws may be amended or repealed, in whole or in part, and new Bylaws adopted by the vote or written consent of a majority of the Board or voting members of the Club except for Sections 3.03 and 3.04 may only be amended by an affirmative vote of a majority of the members.
7.06. Certification and Inspection. The original or a copy of the Bylaws, as amended or otherwise altered to date, certified by the Secretary of the Club, will be recorded and kept in a bookthat will be kept in the principal office of the Club. The book will be open to inspection by the members at all reasonable times during regular office hours.
CERTIFICATE OF SECRETARY OF MISSION BAY MARLIN CLUB
A CALIFORNIA NONPROFIT UNINCORPORATED ASSOCIATION
I hereby certify that I am the duly elected and acting Secretary of this Club and that the foregoing Bylaws, comprising twelve pages including this page, constitute the Bylaws of this Club as duly adopted at a meeting of the members held on , 2006.
[signature] [typed name], Secretary