Article 1
Principal Office
The principal office of the Irish Beach Improvement
Club (here in after “IBIC”) is hereby fixed and located at
Article II
Members
Section
I: Eligibility of Membership
Owners of real property within the boundaries of the
Mendocino Coast Properties, known as Irish Beach, whose properties have been
accepted by the Irish Beach Water District are eligible for membership in IBIC.
Section
II: Qualification and Admission of Membership
Members shall be eligible property
owners who become members upon payment of the initiation fee and dues as fixed
by the Board of Directors. Members are
entitled to all rights and privileges of such membership, including the right to
vote, hold office and participate in any and all activities and projects of
IBIC. Membership is renewable on an
annual basis through the secretary-treasurer of IBIC.
Section
III: Commencement and Termination of Membership
Paragraph A: Membership for eligible members shall
commence with the payment of the initiation fee and dues.
Paragraph B: Membership shall
terminate when dues are not paid or when the member no longer qualifies for
membership.
Paragraph C: All rights of a member in shall cease
upon termination of his membership. Upon
termination of membership, all property of IBIC held and/or possessed by such
former member shall be returned to IBIC subject only to the right of transfer
of membership described in Article II, Section IV.
Paragraph D: A member shall not be entitled to a
refund of dues or fees upon termination of membership.
Section IV: Transfer of Membership
Upon termination of a membership, the former member
or his/her estate, shall be entitled to transfer the membership to the
successor owners. Transfer includes the benefit of dues, initiation fee and/or
assessments actually paid for the fiscal year during which the termination
occurs.
Section
V: Dues
Paragraph A: Dues and Initiation Fees shall be set annually by the
Board of Directors at its January Board meeting with any change in dues not to
exceed 20% of the previous year’s dues without membership approval. Dues and
Initiation Fees shall be announced to the membership no later than February 1
for the fiscal year beginning April 1.
Paragraph B: Memberships are on a per property
basis; i.e., whether unimproved or improved
property. Multiple memberships
may be obtained, subject to the payment of appropriate initiation fees and dues
for each property owned.
Section
VI: Meetings and Members
Paragraph A: Annual meetings of the
members shall be held at
Paragraph B:
Special meetings of the members for any purpose may be called at any
time by the President of IBIC, any three Board members or any five memberships. Notice of meetings shall be given in
accordance with that for the annual meeting, except that notice shall be 30
days in advance of the meeting.
Paragraph C:
No person who has been, is now, or later becomes a member of IBIC shall
be personally liable to its creditors for any indebtedness or liability, and
any and all creditors of IBIC shall look only to the assets of IBIC for
payment.
Section
VII: Voting
Each membership in IBIC is entitled
to one vote. Votes may be cast in person or by proxy.
Section
VIII: Quorum
The presence in person or by proxy
of one-tenth (1/10) of the IBIC membership shall constitute a quorum for the
transaction of business at any meeting or special meeting where notice of the
meeting under Section VI has been given.
Article III
Directors
Section
I: Number and Qualification
Paragraph A: Any member of IBIC in good standing may serve
as director. The Board of Directors
shall consist of seven (7) members. Any
director whose membership in IBIC is terminated for any reason shall thereupon
cease to serve as a director and a vacancy in the Board shall thereby be
created.
Paragraph B:
Each Director shall serve for a two year term with the terms set so that
three (3) Directors are elected on odd numbered years and four (4) Directors
are elected on even numbered years.
Directors can be elected to more than one two-year term.
Section
II: Election
Directors shall be elected at each
annual meeting of members, but if such annual meeting is not held or Directors
are not elected there, the Directors may be elected at any special meeting of
members held for that purpose. An
announcement of open Director positions and call for nominations shall be at least
four weeks prior to any meeting at which elections are to be held. The board of
directors by majority vote may make nominations to elect or re-elect directors
to open positions and nominations from the floor will be accepted, with the
consent of the nominee.
Section
III: Meetings
Paragraph A: Meetings of the Board of Directors shall be
called and held a minimum of quarterly on the fourth Saturday of January,
April, July and October. All IBIC Board
of Directors meetings shall be announced to the membership no less than 5 days
prior to the meeting by posting in a public place within
Paragraph B:
Any action by the Board of Directors may be taken without a meeting upon
approval in writing of all the directors. Such action shall be filed with the minutes of
the proceedings of the Board.
Section
IV: Vacancies
Any vacancies of the Board of
Directors shall be filled through appointment by a majority of the Directors
remaining or by the sole remaining Director.
Section V: Quorum
A majority of the authorized number of Directors
shall be necessary to constitute a quorum for the transaction of business. Every act or decision made by a majority of
the Directors present at a meeting duly held at which a quorum is present, shall
be regarded as an act of the Board of Directors.
Section
VI: Fees and Compensation
Directors shall receive no
compensation for their service, but may receive such reimbursement for expenses
as may be fixed by resolution of the Board.
Section
VII: Employment and Contracting
The Board of Directors shall
employ/contract persons to carry out the following functions on behalf of IBIC:
A: A secretary/bookkeeper
B: A maintenance person
C: Such other personnel which from time to
time may be necessary to carry out the functions and/or maintenance of IBIC and
its facilities.
Section
VIII: Liability of Members of the Board
No member of the Board shall be personally liable to
any owner, guest, committee, or to any other person including Grantor
(Developer), for any error or omission of IBIC, its representatives and
employees, or Board appointed committee; provided, however, that such member
has, with actual knowledge possessed, acted in good faith.
Article IV
Officers
Section
I: Officers
IBIC officers shall be a President,
Vice-President, a Secretary, and a Treasurer. There may also be other officers
as may be appointed by the Board of Directors.
Section
II: Election
The officers shall be chosen
annually from and by the Board of Directors at the first meeting upon conclusion
of the annual meeting. Each shall hold
office until he/she shall resign, be removed or otherwise disqualified to
serve, or a successor shall be elected and qualify.
Section
III: Removal and Resignation
Any officer may resign or be removed
with cause by the Board of Directors at any time. Vacancies caused by death, resignation or
removal of any officer may be filled by appointment by the Board of Directors
or by the President until such appointment by the Board of Directors.
Section
IV: Powers
The Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or execute any instrument
in the name of and on behalf of IBIC and such authority may be general or
confined to specific instances; and, unless so authorized by its Board of
Directors, no officer, agent, or other person shall have any power or authority
to bind IBIC by any contract or engagement or to pledge its credit or to render
it liable for any purpose or to any amount.
Section
V: Officers
President
The President shall be the executive officer of IBIC
and subject to the control of the Board of Directors, shall have general
supervision, direction and control of the affairs of IBIC. The President shall preside at all meetings
of members and meetings of the Board of Directors.
Vice
President
The Vice President shall, in the absence or
disability of the President, perform all the duties of the President, and when
so acting shall have the power of, and be subject to the restrictions upon the
President.
Secretary
The Secretary shall oversee the duties of IBIC’s
hired secretary including the following items:
Keeping at the principal office of IBIC, a book of minutes of the
meetings of Directors and members, with the time and place of holding, how
called or authorized, and notice given, the names of those present at Directors
meetings, the number of members present or represented at members’ meeting, and
the proceedings thereof, and shall maintain a roster of all members.
Treasurer
The Treasurer shall oversee IBIC’s hired bookkeeper
in maintaining adequate and correct books showing accounts of its cash and
other assets, if any. Such books of
account shall, at reasonable times, be open to inspection by any member or Director.
The
treasurer shall chair the budget committee and present an annual budget to the
Board for approval. In addition, the
treasurer shall prepare and present at the annual meeting a full statement of
IBIC’s financial affairs
for the past fiscal year.
The
treasurer shall be responsible to see that all monies of IBIC are deposited as
designated by the Board of Directors, and shall oversee disbursements of IBIC’s
funds as may be ordered by the Board of Directors.
Article V
Miscellaneous
Section
I: Construction and Definitions
Unless the context otherwise required, the general
provisions of construction and definition in the California General Nonprofit
Corporation Law shall govern the construction of these by-laws.
Section
II: Inspection of Documents
IBIC shall keep in its principal office the original
or, copy of these by-laws, as amended or otherwise altered to date, certified
by the Secretary, which shall be open to inspection by the members at all
reasonable times, being defined by a five (5) day notice given to the
Secretary.
Section
III: Rules of Order
The Rules contained in Roberts Rules of Order,
revised, shall govern all membership meetings and Directors meetings of IBIC,
except in instances of conflict between Rules of Order and the Articles or
by-laws of IBIC or provisions of law.
Article VI
By-Law Amendments
Section
I: Amending By-Laws
New by-laws may be adopted or these bylaws can be
amended or repealed only by majority of the members, eligible to vote. Such action can be taken at the annual
meeting or by a mail referendum. A mail
referendum shall be held within thirty (30) days if requested by a majority
vote of the Board of Directors or by thirty percent (30%) or more of the voting
members. Any fees incurred by IBIC to do a mail referendum will be at the
expense of the voting member(s) requesting such action.
Section
II: Review of By-Laws
These By-Laws shall be reviewed every five (5) years
by the Board of Directors or appointed committee.
I certify that these By-Laws, as here presented, are
a true copy of those by-laws governing the Irish Beach Improvement Club and
that they were amended at the 2006 annual membership meeting.
Date
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