These are the Bylaws for the Friends of the Fair - Dixon May Fair, Dixon, California.
As stated in Article 7.03 (Amendment by Bylaws), These Bylaws may be added to,
altered amended, or repealed, and new or other Bylaws may be made and adopted by vote of a
majority of the Board of Directors, at any regular or special meeting of the Board of Directors,
subject to confirmation by two-thirds (2/3) vote of the members present at a general meeting,
with advance notice having been given in a Newsletter or other written communication prior to
the date of the meeting such amendment is to be considered.
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1.00
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OFFICES
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1.01
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PRINCIPLE OFFICE
The principle office of the Corporation for its transaction of business is located in the City of Dixon and County of Solano, California.
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2.00
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MEMBERS
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2.01
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CLASSIFICATION
The Corporation shall have one class of members only, and each member shall have equal voting and other rights. No person shall hold more than one membership in the Corporation.
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2.02
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ELIGIBILITY
Any natural person is eligible for membership only after such person has satisfied the qualification of participation in the activities of the Corporation.
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2.03
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QUALIFICATION
Any person eligible for membership is qualified for membership only after such person has satisfied the qualification of participation in the activities of the Corporation.
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2.04
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ADMISSION
Any person, qualified for membership under Section 2.03 of these Bylaws, shall be admitted to membership only on the approval of the Board of Directors of an application submitted by such person in such form and in such manner as shall be prescribed by the Board of Directors.
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2.05
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FEES AND ASSESSMENTS
There shall be no fee for making application for membership in the Corporation. Memberships shall be nonassessable.
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2.06
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NUMBER
There shall be no limit on the number of members the Corporation may admit.
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2.07
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MEMBERSHIP BOOK
The Corporation shall keep in written form a membership book containing the name and address of each member. The book shall also contain the fact of termination and the date thereof. Such book shall be accessible through the Secretary of the Corporation.
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2.08
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INSPECTION RIGHTS
(a) Subject to the Corporation's right to set aside a demand for inspection pursuant to Section 6331 of the Corporations Code and the power of the court to limit inspection rights pursuant to Section 6332 of the Corporations Code, and unless the Corporation provides a reasonable alternative as permitted by Section 2.08(c) of these Bylaws, a member satisfying the qualifications set forth hereinafter may do either or both the following: (1) Inspect and copy the record of all the members names and addresses, at reasonable times, on five (5) business days prior written demand on the Corporation which demand shall 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 the names and addresses and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the compiled.
(b) The rights of inspection set forth in Section 2.08(a) of these Bylaws may be exercised by any member, for a purpose reasonably related to such person's interest as a member.
(c) The Corporation may, within ten (10) business days after receiving a demand pursuant to Section 2.08(a) of these Bylaws, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made pursuant to Section 2.08(a) of these Bylaws shall be deemed reasonable; unless within a reasonable time after acceptance of the offer, the Corporation fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Corporation does not meet the proper purpose of the demand made pursuant to Section 2.08(a) of these Bylaws.
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2.09
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NON-LIABILITY
A member of the Corporation shall not solely, because of such membership, be personally liable for the debts, obligations, or liabilities of the Corporation.
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2.10
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TERMINATION
(a) The membership and all rights of membership shall automatically terminate with the voluntary resignation or the death of a member.
(b) All rights of a member in the Corporation and in its property shall cease on the termination of such member's membership. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, or arising from contract or otherwise, the Corporation shall retain the right to enforce any such obligation or obtain damages of its breach.
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3.00
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MEETINGS OF MEMBERS
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3.01
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PLACE
Meetings of members shall be held at any available meeting place within Solano County, California.
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3.02
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DATE AND TIME
The members shall meet annually within the month of June, in each year, beginning with the year 2000, date and time to be designated, for the purpose of transacting such proper business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 4.03 of these Bylaws. If the election of Directors shall not occur at any such meeting of the members or without a meeting by written ballot pursuant to Section 3.11 of theseř Bylaws, the Board shall or forty (40) percent of the members may cause the election of the Directors to be held at a special meeting of members called and held as soon as it is reasonably possible after the adjournment of the regular meeting of the members.
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3.03
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SPECIAL MEETINGS
Special meetings of members shall be called by the Board of Directors and held at such times and places within the State of California as may be ordered by resolution of the Board of Directors. Where the purpose of the special meeting is the removal of Directors and the election of their replacements, forty (40) percent or more of the members of the Corporation may call special meetings for such purpose.
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3.04
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NOTICE
Written notice of every meeting of members shall be either personally delivered or mailed by first class United States mail, postage prepaid, not less than ten(10) days before the date of the meeting of each member who on the record date for notice of the meeting is entitled to vote thereat. If mailed by means other than by first class, registered, or certified mail, the notice must be given not less than twenty (20) days before the meeting. In the event given by mail or other means of written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Corporation or at the address given by the member to the Corporation for the purpose of notice. Where no such address appears or is given, notice shall be given at the principal office of the Corporation. The Secretary of the Corporation, or any transfer agent specially designated by the Secretary for the purpose herein mentioned, 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 meeting will be held at a time requested by the person or persons calling the meeting not less than thirty five (35) days nor more than ninety (90) days after the receipt of the written request from such persons by the Chairman of the Board of the Corporation shall be sent to the members forthwith and in any event within twenty (20) days after the request was received. When a members' meeting is adjourned to another time or place, and if the adjournment is for more than fortyfive (45) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member entitled to vote at the meeting.
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3.05
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CONTENTS
The notice shall state the place, date, and time of the meeting. In the case of regular meetings, the notice shall state those matters which the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.
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3.06
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WAIVERS, CONSENTS AND APPROVALS
The transactions of any of members, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present in person, and if, either before or after the meeting, each of the persons entitled to vote but not present in person signs a written waiver of notice, a consentř to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records.
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3.07
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QUORUM
A quorum at any meeting of members shall consist of forty (40) percent of the voting power, represented in person. For purposes of this Bylaw, "voting power" means the power to vote for the election of directors 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 which has not yet occurred.
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3.08
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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 such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.
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3.09
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ADJOURNMENT FOR LACK OF QUORUM
In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented in person, but no other business may be transacted except as provided in Section 3.08 of these Bylaws.
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3.10
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(this article has been removed)
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3.11
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ACTION WITHOUT MEETING BY WRITTEN BALLOT
(a) Subject to the limitations specified in Section 3.11(b) of these Bylaws, any action which 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 Corporation shall distribute a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval for any proposal, and provide a reasonable time within which to return the ballot to the Corporation. Approval by written ballot shall be 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 a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(b) Directors may be elected by written ballot.
(c) Ballots shall be solicited in a manner consistent with the requirements of giving notice of members' meetings set forth in Section 3.04 of these Bylaws and of voting by written ballot set forth in Section 3.11 (d) of these Bylaws. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, shall state the percentage if approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted.
(d) The form of written ballots distributed to five (5) or more members shall afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot is distributed, to be acted on such written ballot. The form shall also provide, subject to reasonable specified conditions that where the person solicited specifies a choice with respect to any such matter the vote must be cast in accordance therewith. In any election of Directors, any form of written ballot in which the Directors to be voted are named therein as candidates and which is marked by a member "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.
(e) A written ballot may not be revoked except by a writing received by the Corporation prior to the time specified on the ballot for its receipt by the Corporation. Such revocation shall be effective on its receipt by the Secretary of the Corporation.
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3.12
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CONDUCT OF MEETINGS
(a) The President of the Corporation or, in his or her absence, any other person chosen by a majority of the members present in person, or any Board member designated by the Board of Directors shall be Chairman of and shall preside over the meetings of the members.
(b) The Secretary of the Corporation shall act as the secretary of all meetings of members; provided that in his or her absence, the Chairman of the meetings of members shall appoint another person to act as secretary of the meetings.
(c) The Robert's Rules of Order, as may be amended from time to time, shall govern the meetings of members in so far as such rules are inconsistent within or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the law.
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4.00
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DIRECTORS
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4.01
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NUMBER
The Corporation shall have five (5) directors collectively, the Directors shall be known as the Board of Directors.
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4.02
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QUALIFICATIONS
The Directors of the Corporation shall be members of the Corporation and residents of Solano County.
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4.03
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TERM
Each Director shall hold office until the next annual meeting of members as prescribed by Section 3.02 of these Bylaws and until such director's successor is elected and qualifies under Section 4.02 of these Bylaws. In the event a Director is removed at a special meeting of the members called and held as prescribed by Section 3.03 of these Bylaws, such Director shall hold office until his or her removal and his or her successor is appointed pursuant to Section 4.11 (a) of these Bylaws and qualifies and no longer.
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4.04
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NOMINATION
Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.
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4.05
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ELECTION
Directors shall be elected either at each annual meeting as prescribed by Section 3.02 of these Bylaws or by written ballot as authorized by Section 3.11 of these Bylaws. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 4.02 of these Bylaws.
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4.06
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COMPENSATION
The Directors shall serve without compensation.
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4.07
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MEETINGS
(a) Meetings of the Board may be called by the President, Vice-President, Secretary or any two (2) Directors.
(b) All meetings of the Board shall be held at a place to be designated by the Board.
(c) Regular meetings of the Board shall be held, without call or notice, on the second Tuesday of each month.
(d) Special meetings shall be held on four (4) days' notice by first-class mail, postage prepaid, or on forty-eight (48) hours' notice delivered personally or by telephone. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
(e) Three (3) of the authorized number of Directors constitutes a quorum of the Board for the transaction of business.
(f) Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board.
(g) The Chairman of the Board or in his or her absence, any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the Board.
(h) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
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4.08
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REMOVAL
(a) The Board may declare vacant the office a Director on in the occurrence of any of the following events: (1) The Director has failed to attend three (3) or more meetings of the Board; (2) The Director has been declared of unsound mind by a final order of court; or (3) The Director has been convicted of a felony.
(b) Any or all of the Directors may be removed without cause if, where the Corporation has fewer than fifty (50) members, such removal shall be approved by a majority of all members pursuant to Section 5033 of the Corporations Code; or where the Corporation has more than fifty (50) members, such removal shall be approved by the members within the meaning of Section 5034 of the Corporations Code.
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4.09
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RESIGNATION
Any Director may resign effective on giving written notice to the President, Vice President, Secretary, or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be appointed to take office when the resignation becomes effective.
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4.10
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VACANCIES
(a) Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director and on the failure of the members in any election to elect the full number of Directors authorized.
(b) Vacancies on the Board of Directors shall be filled by a majority of the Directors then in office, whether or not less than a quorum, the appointees to serve until the next regular election.
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5.00
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OFFICERS
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5.01
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OFFICERS
The Officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The President is the general manager and chief executive officer of the Corporation.
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6.00
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CORPORATE RECORDS AND REPORTS
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6.01
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RECORDS AND REPORTS
The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Corporation shall also keep a record of its members giving their names and addresses. The minutes and other books and records shall be kept in written form.
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6.02
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ANNUAL REPORT
be distributed to the members at the regular meeting of the members. The report shall contain all the information required by Section 6321 (a) of the Corporations Code and shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
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6.03
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ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS
The Corporation shall furnish annually to its members a statement of any transaction or indemnification described in Section 6322(d) and (e) of the Corporations Code, if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 6.02 of these Bylaws.
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7.00
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MISCELLANEOUS PROVISIONS
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7.01
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FISCAL YEAR
The fiscal year of the Corporation shall be from October 1 through September 30.
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7.02
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EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or member 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 pecuniarily for any purpose or in any amount.
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7.03
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AMENDMENT BY BYLAWS
These Bylaws may be added to, altered amended, or repealed, and new or other Bylaws may be made and adopted by vote of a majority of the Board of Directors, at any regular or special meeting of the Board of Directors, subject to confirmation by two-thirds (2/3) vote of the members present at a general meeting, with advance notice having been given in a Newsletter or other written communication prior to the date of the meeting such amendment is to be considered.
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In the news! |
Dixon May Fair Hogcalling Contest to Gear Into Four-Squeal Drive The eighth annual Dixon May Fair’s Hogcalling Contest is set for 2:30 p.m., Friday, May 7 in the newly erected hog barn. more...
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UC Davis Student Melissa DiFrancesco of Vacaville Wins Ester Armstrong Memorial Scholarship Melissa DiFrancesco of Vacaville, a University of California, Davis student studying to be a surgical equine veterinarian, is the winner of the $3000 Ester Armstrong Memorial Scholarship from the Friends of Dixon May Fair. more...
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'Swine Time' at the Dixon May Fair; New Swine Pavilion Up in Five DaYS There are barn raisings and then there are barn raisings. It took only five days, from start to finish, for the Friends of Dixon May Fair to erect the 1800-square-foot swine pavilion in the livestock area of the fairgrounds at 655 S. First St. more...
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Solano County Wines Showcased at Dixon May Fair Wine Pavilion. Dixon—Visitors to the Solano County Wine Pavilion at the 135th annual Dixon May Fair, set Thursday, May 6 through Sunday, May 9, will see more flair, wine education, wine varietals and premium wine offerings. more...
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