REVISION Approved Feb 16, 2017
YUMA EAST COUNTRY CLUB INC
BYLAWS
ARTICLE I
IDENTITY
Section 1 These Bylaws shall govern the operation of the Yuma East Country club, Inc. (the corporation), an Arizona non-profit corporation.
ARTICLE II
PURPOSE
Section 1 Purpose The purpose for which this Corporation is organized is exclusively for the recreational and social pleasure of its members. This non-profit corporation shall operate as a community club to benefit the property owners of the Yuma East Subdivision.
ARTICLE 111
MEMBERSHIP
Section 1 Eligibility Membership in the Corporation shall be limited to property owners of Oasis del Este No 1, Oasis del Este No 2, and the eight (8) phases – Yuma East No. 1 thru 4D and Yuma East No. 6 or mobile home lots, all of which for the purposed of the Bylaws shall be referred to as Yuma East Subdivision.
Section 2 Classes of Membership Membership in the Corporation shall be of three (3) classes, Active One- or Two-Person Household, Additional Person and Tenant Members.
Section 3 Membership Defined
3.1 Active One- (1) or Two- (2) Person Household Annual dues shall be assessed on the basis of a household of one (1) or two (2) persons comprising that household, and each person will be regarded as being a member of the Corporation, thus each person shall have a vote for the purpose of voting on corporation business. No more than two (w) persons per household may become members for the payment of the annual fee. The Board of Directors shall make any final determination as to what constitutes a household for the purposes of this ARTICLE 111. Two-person households shall not be allowed to purchase a single membership. An exception will only be considered if the request is presented to the Board of Directors. This waiver prohibits the use of all Yuma East Country Club facilities. Only Active Members (current on dues) shall have the right to vote in the affairs of the Corporation.
3.2 Additional Members of a Household Additional persons (non-property owners) of an Active one- (1) or two- (2) member household are eligible for membership, however, they would not be eligible to vote on Corporate business.
3.3 Tenant Members Tenant Members shall be granted non-voting membership which shall cost the same dues as Active Members, but who are not eligible for Active Member status under Article III of the Articles of Incorporation and Article III Section 1 above. In the event that the property owner wishes to keep membership for his/her use, tenant Members would be considered additional household members, with prorated dues the first year. Property owners may provide tenants with paid membership.
3.4 Any person who is a former member of Yuma East Country Club in good standing, who moves out of the area may continue to renew membership in YECC.
3.5 It shall be at the Board’s discretion to make final decisions on situations that do not exactly meet the criteria as defined above.
Section 4 Dues
4.1 Annual Dues The dues shall be structured as follows: One- (1) or Two- (2) person Household Active Membership; Additional member of an Active one (1) or two- (2) person Household Membership, and Tenant Membership. In addition, any Annual increase in dues in excess of ten percent (10%) per year must be voted upon and approved at the Annual Meeting or special meeting of the Membership. Also, New First-time Members shall be prorated on a monthly basis throughout the calendar year. All Active Members, upon the sale of their property before July 1 may have their dues refunded on a prorated basis. Membership may be passed on to the new owners.
4.2 Payment of dues Dues are paid on a calendar year basis, and all renewals shall be for a full year. Previous members, who were not members in the prior calendar year or were absent from Yuma during the prior winter season, may renew on or after July 1 of the current calendar year for one-half (1/2) the annual rate.
4.3 Current Dues Amounts The Board of Directors shall establish and keep a listing of the current annual dues for each type of membership posted on the bulletin board along with the latest financial statements.
Section 5 Annual Meetings Annual Meetings of the Corporation shall be held at the Club or such other convenient place as may be designated by the Board of Directors. Annual Meetings shall normally be held on the first Monday of February. 10% of the Active Membership must be present to constitute a quorum.
Section 6 Other Meetings The Active Members may elect to hold meetings for the purpose of discussing, planning, or acting upon Club Activities, the outcome of which to be presented to the Board of Directors for consideration , if necessary. A General Membership Meeting meets all the criteria of the Annual Meeting, but may take place at any other time. Ten percent (10%) of the Active Members, including members represented by proxy, present a meeting shall constitute a quorum.
Section 7 Notice Notice of the Annual Meeting of the Corporation and monthly or other meetings of the Active members for the purpose of conducting Club business or activities shall be given at least fifteen (15) days prior to the scheduled meeting and shall be in writing through the medium of the monthly Club Newsletter distributed to the membership, as well as other forms of written or posted notice.
Section 8 Voting if a quorum is present, each Active Member shall be entitled to ne vote. Proxies shall be in writing and duly signed by the Active Member, but need not be acknowledged or witnessed. The person named as a proxy mut be an Active Member.
Section 9 Adjournment If any of the Corporation or its members as defined in Section 5 or 6 above cannot be organized due to a lack of a quorum, the members who are present, either in person or by proxy, may adjourn the meeting and call a new meeting to be held within fifteen (15) days.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 Nomination Nominations for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the Annual Meeting. The Nominating Committee shall consist of chairman, who shall be a member of the Board of Directors, and two or more Active Members. The Nominating Committee shall be appointed by the Board of Directors prior to each Annual Meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting, and such appointments shall be announced at each annual meeting. The number of nominations for election to the Board of Directors shall be at the discretion of the Committee, but not less than the number of vacancies to be filled. Such nominations shall be made from among the Active Members.
Section 2 Number and Qualifications The business, property, and affairs of the Corporation shall be managed, controlled and conducted by a Board of Directors. The Board shall consist of seven (7) members. Directors shall be “at large” without distinction as to the various areas described in Article III, Section 1. The number of Directors may be changed at an Annual Meeting of the Corporation with the approval of two-thirds (2/3) of the Active Members present at the meeting, upon a resolution to such effect initiated by the Board of Directors. To qualify as a member of the Board of Directors, each Director must be an Active Member of the Corporation, but upon ceasing to be an Active Member, he/she shall be deemed to have resigned.
Section 3 Powers and Duties The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Corporation, including those set forth in A.R.S. Section 10-1005 and may do such acts as are not contrary to Federal Tax Laws, Arizona Laws, and the Articles of Incorporation or these By-Laws.
Section 4 Election of Directors At each Annual Meeting, by a majority of the votes cast, the members shall elect to fill a term or three (3) years those terms being vacated. Vacating Directors may be re-nominated and re-elected. Each Director shall serve until his/her successor is elected and takes office.
Section 5 Resignation, Removal, Vacancies
5.1 Any Director may resign at any time by written notice delivered personally or by mal to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified therein and official acceptance shall not be necessary.
5.2 Any Director may be removed from office by the affirmative vote of two-thirds 92/3) of the Active members present at a meeting called by the Board of Directors for that purpose.
5.3 Vacancies on the Board of Directors caused by any reason shall be filled by an appointment made by the remaining Directors, even though less than a quorum, or by the remaining Director if there be only one, and each person so appointed shall serve for the remainder of the term of the Director being replaced with the approval of the membership at the next Annual meeting.
5.4 Any Director who shall have three consecutive absences or more than three non-consecutive absences from the regular monthly Board meeting in a single season, as defined in the Bylaws, may be deemed to have resigned his/her position on the Board.
Section 6 Meetings The Board of Directors shall meet at 1 pm on the third Wednesday of each month, October thru March, at the clubhouse. If a change in venue is necessary the time and place may be determined by the President or by a majority of the Directors. An organizational meeting for the purpose of electing principle officers shall be held within three (3) days of the election of Directors. Notice of meetings of the Board of Directors shall be given each Director personally or by telephone or by mail at least two (2) days prior to the day of the meeting. In addition, notice shall be posted in the clubhouse for the information of the general membership. During the months of April thru September, Board meetings ay be held by telephone conference call or e-mail in emergency situations. Any portion of a meting may be closed only if that portion of the meeting is limited to consideration one or more of the following:
6.1 Legal advice from an attorney for the Board or the Corporation. On final resolution of any matter for which the Board received legal advice or that concerned pending or contemplated litigation, the Board may disclose information about that matter in an open meeting except for matters that are required to remain confidential by the terms of a settlement agreement or judgment.
6.2 Pending or contemplated litigation.
6.3 Personal, health and financial information about an individual member of the Corporation, and individual employee of the Corporation or an individual employee of a contractor for the Corporation.
6.4 Matters relating to the job performance of, compensation of, health records or, or a specific complaints against an individual employee of the Corporation or an individual employee of a contractor of the Corporation who works under the direction of the Corporation.
Section 7 Waiver of Notice Before, or after any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting, and such waivers shall be deemed equivalent to giving of such notice. Attendance by a Director at any meeting of the Board shall be deemed a waiver notice by him/her of the time and place thereof. If all Director are present at any meeting of the board, no waiver shall be required and any business may be transacted at such meeting.
Section 8 Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting.
Section 9 Committees The Board of Directors may by resolution appoint committees whose duties shall be those of planning and directing the day to day activities of the club Said Committee shall have the powers an authority designated in the resolution.
ARTICLE V
OFFICERS
Section 1 Designation
The principal officers of the Corporation shall be president, Vice-President, Secretary, and Treasurer, all elected by the Board of Directors. The principal offices must be Directors, but the Board may appoint by resolution an Assistant Secretary and an Assistant Treasurer, and such other officers in this category as, in their judgment, may be necessary but need not be members of the Board. All officers must be Active members and upon ceasing to be Active Members, shall be deemed to have resigned.
Section 2 Election of Officers The officers shall be elected at the first organizational meeting of the Board of Directors following the Annual Meeting of the Corporation as set forth in Article IV, Section 6. Such meeting of the Board shall take place within three (3) days of the Annual Meeting.
Section 3 Removal of Officers Upon affirmative vote of a majority of the members of the Board of Directors, an officer may be removed either with or without cause and his/her successor elected.
Section 4 Resignation of Officers Any officer may resign at any time by giving written notice to the Board, the President or Secretary. Such resignation shall take effect on the date of receipt of such notice or at any time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5 Vacancies A vacancy in any office may be filled by a vote of the majority of the Board of Directors. The officer elected to such vacancy shall serve for the reminder of the term of the officer he/she replaces.
Section 6 President The President shall preside at all meetings of the Board of Directors and of the Corporation. He/she shall, subject to the approval of the Board of Directors, have general management of the affairs of the Corporation and perform all the duties incidental to the office. Meetings other that the Annual Meeting may be presided over by another person as the president may designate.
Section 7 Vice President The Vice President or the most senior Vice President, if there shall be more than one, shall take over the place of the President and perform his/her duties whenever the President is absent from Yuma, unable to act, or whenever the President refuses to act. If neither the President nor a Vice President is able to act, the Board of Directors shall appoint some other member on an interim basis. The Vice President shall also perform such other duties as shall, from time to time, be imposed upon him/her by the Board.
Section 8 Secretary The Secretary shall keep the minutes of all meetings of the Board of Directors and the Annual Meeting of the Corporation. However, an Assistant Secretary may keep the minutes of other meetings and act in place of the Secretary in the case of absence or emergency. The Secretary shall keep a membership record containing the names, alphabetically arranged, and addressed of all members and shall have charge of such other books and papers as the Board of Directors may direct, and he/she shall, in general, perform other duties incident to the office of Secretary.
Section 9 Treasurer The Treasurer shall have the responsibility for the Corporation funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. The Treasurer shall keep a membership record containing names, alphabetically arranged, and addresses of all members. He/she shall be responsible for the deposits of all monies and other valuable effects in the name and the credit of the Corporation in such depositories as may from time to time be designated by the Board.
Section 10 Compensation No compensation shall be paid to the Directors or officers for their services as Directors or officers, but this shall not preclude any officer or Director from performing other services for the Corporation and receiving compensation therefore. Officers may be reimbursed for any actual expenses incurred in connection with their duties as officers.
ARTICLE VI
MISCELLANEOUS
Section 1 Books and Accounts The Board at all times shall keep, or cause to be kept by the Treasurer, true and correct records of U.S. Internal Revenue Code provisions in accord with generally accepted accounting practices including annual audits and shall have available for the inspection of all Active Members. The Articles, Bylaws and Membership Records of the Corporation shall likewise be available for inspection by the Active Members.
Section 2 Execution of Corporate Documents With the prior authorization of the Board of Directors, all notes, checks, contracts, corporate reports or other obligations shall be executed on behalf of the Corporation as said Board shall designate.
Section 3 Fiscal Year The Fiscal Year of the Corporation shall be from January 1 to December 31 or each year.
Section 4 Conflict of Documents In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.
Section 5 Statement of Liability The Corporation shall require than any contractor or subcontractor providing work or performing services on the property shall provide liability insurance for all of its activities and workers’ compensation for all of its employees and agents. Such insurance shall be in a reasonable amount, and the Corporation shall be named as additional insured on such policy. The Corporation shall be provided a certificate of insurance upon request.
ARTICLE VII
PARLIAMENTARY AUTHORITY
Section 1 Parliamentary Procedure Robert’s Rules of Order will prevail at all times.
ARTICLE VIII
LIQUIDATION AND DISSOLUTION
Section 1 Liquidation and Dissolution In the event of liquidation and dissolution of this Corporation by majority vote of the Members, the following shall apply. After paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to a Non-profit Fund, Foundation or Corporation which is organized and operated exclusively for charitable purposes and which has established itself tax exempt under Section 501 C (7) of the Internal Revenue Code.
ARTICLE IX
INDEMNIFICATION
Section 1 Indemnification Indemnification of Officers and Directors shall be as provided in the Articles of Incorporation.
ARTICLE X
AMENDMENT TO BYLAWS
Section 1 Amendment to By-Laws Except where expressly prohibited by the Articles of Incorporation, these Bylaws may be revised or amended by the affirmative vote of a majority of the Active Members at a General membership meeting.
YUMA EAST COUNTRY CLUB INC
BYLAWS
ARTICLE I
IDENTITY
Section 1 These Bylaws shall govern the operation of the Yuma East Country club, Inc. (the corporation), an Arizona non-profit corporation.
ARTICLE II
PURPOSE
Section 1 Purpose The purpose for which this Corporation is organized is exclusively for the recreational and social pleasure of its members. This non-profit corporation shall operate as a community club to benefit the property owners of the Yuma East Subdivision.
ARTICLE 111
MEMBERSHIP
Section 1 Eligibility Membership in the Corporation shall be limited to property owners of Oasis del Este No 1, Oasis del Este No 2, and the eight (8) phases – Yuma East No. 1 thru 4D and Yuma East No. 6 or mobile home lots, all of which for the purposed of the Bylaws shall be referred to as Yuma East Subdivision.
Section 2 Classes of Membership Membership in the Corporation shall be of three (3) classes, Active One- or Two-Person Household, Additional Person and Tenant Members.
Section 3 Membership Defined
3.1 Active One- (1) or Two- (2) Person Household Annual dues shall be assessed on the basis of a household of one (1) or two (2) persons comprising that household, and each person will be regarded as being a member of the Corporation, thus each person shall have a vote for the purpose of voting on corporation business. No more than two (w) persons per household may become members for the payment of the annual fee. The Board of Directors shall make any final determination as to what constitutes a household for the purposes of this ARTICLE 111. Two-person households shall not be allowed to purchase a single membership. An exception will only be considered if the request is presented to the Board of Directors. This waiver prohibits the use of all Yuma East Country Club facilities. Only Active Members (current on dues) shall have the right to vote in the affairs of the Corporation.
3.2 Additional Members of a Household Additional persons (non-property owners) of an Active one- (1) or two- (2) member household are eligible for membership, however, they would not be eligible to vote on Corporate business.
3.3 Tenant Members Tenant Members shall be granted non-voting membership which shall cost the same dues as Active Members, but who are not eligible for Active Member status under Article III of the Articles of Incorporation and Article III Section 1 above. In the event that the property owner wishes to keep membership for his/her use, tenant Members would be considered additional household members, with prorated dues the first year. Property owners may provide tenants with paid membership.
3.4 Any person who is a former member of Yuma East Country Club in good standing, who moves out of the area may continue to renew membership in YECC.
3.5 It shall be at the Board’s discretion to make final decisions on situations that do not exactly meet the criteria as defined above.
Section 4 Dues
4.1 Annual Dues The dues shall be structured as follows: One- (1) or Two- (2) person Household Active Membership; Additional member of an Active one (1) or two- (2) person Household Membership, and Tenant Membership. In addition, any Annual increase in dues in excess of ten percent (10%) per year must be voted upon and approved at the Annual Meeting or special meeting of the Membership. Also, New First-time Members shall be prorated on a monthly basis throughout the calendar year. All Active Members, upon the sale of their property before July 1 may have their dues refunded on a prorated basis. Membership may be passed on to the new owners.
4.2 Payment of dues Dues are paid on a calendar year basis, and all renewals shall be for a full year. Previous members, who were not members in the prior calendar year or were absent from Yuma during the prior winter season, may renew on or after July 1 of the current calendar year for one-half (1/2) the annual rate.
4.3 Current Dues Amounts The Board of Directors shall establish and keep a listing of the current annual dues for each type of membership posted on the bulletin board along with the latest financial statements.
Section 5 Annual Meetings Annual Meetings of the Corporation shall be held at the Club or such other convenient place as may be designated by the Board of Directors. Annual Meetings shall normally be held on the first Monday of February. 10% of the Active Membership must be present to constitute a quorum.
Section 6 Other Meetings The Active Members may elect to hold meetings for the purpose of discussing, planning, or acting upon Club Activities, the outcome of which to be presented to the Board of Directors for consideration , if necessary. A General Membership Meeting meets all the criteria of the Annual Meeting, but may take place at any other time. Ten percent (10%) of the Active Members, including members represented by proxy, present a meeting shall constitute a quorum.
Section 7 Notice Notice of the Annual Meeting of the Corporation and monthly or other meetings of the Active members for the purpose of conducting Club business or activities shall be given at least fifteen (15) days prior to the scheduled meeting and shall be in writing through the medium of the monthly Club Newsletter distributed to the membership, as well as other forms of written or posted notice.
Section 8 Voting if a quorum is present, each Active Member shall be entitled to ne vote. Proxies shall be in writing and duly signed by the Active Member, but need not be acknowledged or witnessed. The person named as a proxy mut be an Active Member.
Section 9 Adjournment If any of the Corporation or its members as defined in Section 5 or 6 above cannot be organized due to a lack of a quorum, the members who are present, either in person or by proxy, may adjourn the meeting and call a new meeting to be held within fifteen (15) days.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 Nomination Nominations for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the Annual Meeting. The Nominating Committee shall consist of chairman, who shall be a member of the Board of Directors, and two or more Active Members. The Nominating Committee shall be appointed by the Board of Directors prior to each Annual Meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting, and such appointments shall be announced at each annual meeting. The number of nominations for election to the Board of Directors shall be at the discretion of the Committee, but not less than the number of vacancies to be filled. Such nominations shall be made from among the Active Members.
Section 2 Number and Qualifications The business, property, and affairs of the Corporation shall be managed, controlled and conducted by a Board of Directors. The Board shall consist of seven (7) members. Directors shall be “at large” without distinction as to the various areas described in Article III, Section 1. The number of Directors may be changed at an Annual Meeting of the Corporation with the approval of two-thirds (2/3) of the Active Members present at the meeting, upon a resolution to such effect initiated by the Board of Directors. To qualify as a member of the Board of Directors, each Director must be an Active Member of the Corporation, but upon ceasing to be an Active Member, he/she shall be deemed to have resigned.
Section 3 Powers and Duties The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Corporation, including those set forth in A.R.S. Section 10-1005 and may do such acts as are not contrary to Federal Tax Laws, Arizona Laws, and the Articles of Incorporation or these By-Laws.
Section 4 Election of Directors At each Annual Meeting, by a majority of the votes cast, the members shall elect to fill a term or three (3) years those terms being vacated. Vacating Directors may be re-nominated and re-elected. Each Director shall serve until his/her successor is elected and takes office.
Section 5 Resignation, Removal, Vacancies
5.1 Any Director may resign at any time by written notice delivered personally or by mal to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified therein and official acceptance shall not be necessary.
5.2 Any Director may be removed from office by the affirmative vote of two-thirds 92/3) of the Active members present at a meeting called by the Board of Directors for that purpose.
5.3 Vacancies on the Board of Directors caused by any reason shall be filled by an appointment made by the remaining Directors, even though less than a quorum, or by the remaining Director if there be only one, and each person so appointed shall serve for the remainder of the term of the Director being replaced with the approval of the membership at the next Annual meeting.
5.4 Any Director who shall have three consecutive absences or more than three non-consecutive absences from the regular monthly Board meeting in a single season, as defined in the Bylaws, may be deemed to have resigned his/her position on the Board.
Section 6 Meetings The Board of Directors shall meet at 1 pm on the third Wednesday of each month, October thru March, at the clubhouse. If a change in venue is necessary the time and place may be determined by the President or by a majority of the Directors. An organizational meeting for the purpose of electing principle officers shall be held within three (3) days of the election of Directors. Notice of meetings of the Board of Directors shall be given each Director personally or by telephone or by mail at least two (2) days prior to the day of the meeting. In addition, notice shall be posted in the clubhouse for the information of the general membership. During the months of April thru September, Board meetings ay be held by telephone conference call or e-mail in emergency situations. Any portion of a meting may be closed only if that portion of the meeting is limited to consideration one or more of the following:
6.1 Legal advice from an attorney for the Board or the Corporation. On final resolution of any matter for which the Board received legal advice or that concerned pending or contemplated litigation, the Board may disclose information about that matter in an open meeting except for matters that are required to remain confidential by the terms of a settlement agreement or judgment.
6.2 Pending or contemplated litigation.
6.3 Personal, health and financial information about an individual member of the Corporation, and individual employee of the Corporation or an individual employee of a contractor for the Corporation.
6.4 Matters relating to the job performance of, compensation of, health records or, or a specific complaints against an individual employee of the Corporation or an individual employee of a contractor of the Corporation who works under the direction of the Corporation.
Section 7 Waiver of Notice Before, or after any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting, and such waivers shall be deemed equivalent to giving of such notice. Attendance by a Director at any meeting of the Board shall be deemed a waiver notice by him/her of the time and place thereof. If all Director are present at any meeting of the board, no waiver shall be required and any business may be transacted at such meeting.
Section 8 Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business, but if at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting.
Section 9 Committees The Board of Directors may by resolution appoint committees whose duties shall be those of planning and directing the day to day activities of the club Said Committee shall have the powers an authority designated in the resolution.
ARTICLE V
OFFICERS
Section 1 Designation
The principal officers of the Corporation shall be president, Vice-President, Secretary, and Treasurer, all elected by the Board of Directors. The principal offices must be Directors, but the Board may appoint by resolution an Assistant Secretary and an Assistant Treasurer, and such other officers in this category as, in their judgment, may be necessary but need not be members of the Board. All officers must be Active members and upon ceasing to be Active Members, shall be deemed to have resigned.
Section 2 Election of Officers The officers shall be elected at the first organizational meeting of the Board of Directors following the Annual Meeting of the Corporation as set forth in Article IV, Section 6. Such meeting of the Board shall take place within three (3) days of the Annual Meeting.
Section 3 Removal of Officers Upon affirmative vote of a majority of the members of the Board of Directors, an officer may be removed either with or without cause and his/her successor elected.
Section 4 Resignation of Officers Any officer may resign at any time by giving written notice to the Board, the President or Secretary. Such resignation shall take effect on the date of receipt of such notice or at any time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5 Vacancies A vacancy in any office may be filled by a vote of the majority of the Board of Directors. The officer elected to such vacancy shall serve for the reminder of the term of the officer he/she replaces.
Section 6 President The President shall preside at all meetings of the Board of Directors and of the Corporation. He/she shall, subject to the approval of the Board of Directors, have general management of the affairs of the Corporation and perform all the duties incidental to the office. Meetings other that the Annual Meeting may be presided over by another person as the president may designate.
Section 7 Vice President The Vice President or the most senior Vice President, if there shall be more than one, shall take over the place of the President and perform his/her duties whenever the President is absent from Yuma, unable to act, or whenever the President refuses to act. If neither the President nor a Vice President is able to act, the Board of Directors shall appoint some other member on an interim basis. The Vice President shall also perform such other duties as shall, from time to time, be imposed upon him/her by the Board.
Section 8 Secretary The Secretary shall keep the minutes of all meetings of the Board of Directors and the Annual Meeting of the Corporation. However, an Assistant Secretary may keep the minutes of other meetings and act in place of the Secretary in the case of absence or emergency. The Secretary shall keep a membership record containing the names, alphabetically arranged, and addressed of all members and shall have charge of such other books and papers as the Board of Directors may direct, and he/she shall, in general, perform other duties incident to the office of Secretary.
Section 9 Treasurer The Treasurer shall have the responsibility for the Corporation funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. The Treasurer shall keep a membership record containing names, alphabetically arranged, and addresses of all members. He/she shall be responsible for the deposits of all monies and other valuable effects in the name and the credit of the Corporation in such depositories as may from time to time be designated by the Board.
Section 10 Compensation No compensation shall be paid to the Directors or officers for their services as Directors or officers, but this shall not preclude any officer or Director from performing other services for the Corporation and receiving compensation therefore. Officers may be reimbursed for any actual expenses incurred in connection with their duties as officers.
ARTICLE VI
MISCELLANEOUS
Section 1 Books and Accounts The Board at all times shall keep, or cause to be kept by the Treasurer, true and correct records of U.S. Internal Revenue Code provisions in accord with generally accepted accounting practices including annual audits and shall have available for the inspection of all Active Members. The Articles, Bylaws and Membership Records of the Corporation shall likewise be available for inspection by the Active Members.
Section 2 Execution of Corporate Documents With the prior authorization of the Board of Directors, all notes, checks, contracts, corporate reports or other obligations shall be executed on behalf of the Corporation as said Board shall designate.
Section 3 Fiscal Year The Fiscal Year of the Corporation shall be from January 1 to December 31 or each year.
Section 4 Conflict of Documents In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control.
Section 5 Statement of Liability The Corporation shall require than any contractor or subcontractor providing work or performing services on the property shall provide liability insurance for all of its activities and workers’ compensation for all of its employees and agents. Such insurance shall be in a reasonable amount, and the Corporation shall be named as additional insured on such policy. The Corporation shall be provided a certificate of insurance upon request.
ARTICLE VII
PARLIAMENTARY AUTHORITY
Section 1 Parliamentary Procedure Robert’s Rules of Order will prevail at all times.
ARTICLE VIII
LIQUIDATION AND DISSOLUTION
Section 1 Liquidation and Dissolution In the event of liquidation and dissolution of this Corporation by majority vote of the Members, the following shall apply. After paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to a Non-profit Fund, Foundation or Corporation which is organized and operated exclusively for charitable purposes and which has established itself tax exempt under Section 501 C (7) of the Internal Revenue Code.
ARTICLE IX
INDEMNIFICATION
Section 1 Indemnification Indemnification of Officers and Directors shall be as provided in the Articles of Incorporation.
ARTICLE X
AMENDMENT TO BYLAWS
Section 1 Amendment to By-Laws Except where expressly prohibited by the Articles of Incorporation, these Bylaws may be revised or amended by the affirmative vote of a majority of the Active Members at a General membership meeting.