BY-LAWS

OF

THE MAYFLOWER CLUB

ARTICLE I

Section 1. Principal Office.

The principal office of the Club is hereby fixed and located in Los Angeles, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in the County of Los Angeles. Any such change shall be noted by the Secretary opposite this section, but shall not be considered an amendment of these by-laws.

ARTICLE II

Section 1. Classification of Members.

There shall be one class of members of the Club

 

Section 2. Eligibility for Membership.

Applications for membership shall be in such form shall be prescribed by the Board of Directors.

 

Section 3. Qualification and Admission of Members.

Members shall be persons of responsibility, integrity and high standing in the communities in which they reside, A member shall be admitted to membership only upon approval by the Board of Directors, or upon approval by such Membership Committee or Membership Secretary as the Board of Directors may, by resolution, have authorized to admit members.

 

Section 4. Termination of Membership.

A membership shall terminate upon the death or resign nation of the member, or upon his expulsion by a majority vote of the Board of Directors. A member may be expelled for non-payment of dues or for conduct which the Board of Directors shall deem inimical to the best interests of the Club, A member may not transfer his membership or any right arising there from,’ and any attempted transfer of a membership shall cause such membership to terminate automatically. All rights of a member in the Club or Us property shall cease upon termination of his membership.

 

Section 5. Dues.

Dues shall be $25.00 per family and $20.00 single per fiscal year and shall be payable for the first year upon admission to membership and $20.00 family, $5.00 single annually thereafter at such time or times as may be fixed by the Board of Directors -The Board of Directors shall review the membership fee as required FAMILY, shall be parents and children under the age of 16 years living at the same address.  The single membership is for one member only and does not include any dependents.

 

Section 6. Meetings of Members.

Annual meetings of the members shall be held at Los County during the last quarter of each calendar year, and special meetings may be called and held as may be ordered by the Directors or by members holding not less than one-tenth of the voting power. Notice of meetings of members shall be given each member not less than ten days before such meetings by mailing a copy of such notice to address of such member as it appears on the membership register of the Club.

 

Section 7. Voting.

All members shall have equal voting and other rights, each member shall be entitled to one vote. Each member shall vote for two Directors from the nomination list. Altered and incomplete ballots are null and void.

 

Section 8. Quorum.

Following notification of the membership as provided for under article 11, section 6, those persons in attendance shall constitute a quorum.

ARTICLE III

Directors

 

Section 1.  Number and Qualification.

The authorized number of Directors shall be five until changed by amendment of the Articles of Incorporation or by an amendment to these by-laws duly adopted by the members.

 

Section 2.  Election and Term of Office.

Two Directors shall be elected at each annual meeting of members. This will always leave three experienced Directors on the Board of five Directors.  Of the two new Directors voted into off the one with the highest number of votes shall serve for three years, the next highest number of votes shall serve for two years. The elected member must be at the meeting to accept nomination. To be elected a Director, the member must have first been a member of the committee for a minimum of one year, upon taking office. If such annual meeting is not held or Directors are not elected thereat, the Directors may be elected at any special meeting of members held for that purpose. All Directors shall hold office until their respective successors are elected. The member or her spouse may not be a Director at the same time.

 

Section 3. Meetings.

Meetings of the Board of Directors shall be called and held as may be ordered by the Directors.

 

Section 4.  Vacancies.

Any vacancy in the Board of Directors caused by death, resignation or disability of a Director shall be filled by a majority of the remaining Directors or by the sole remaining Director.

 

Section 5.  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 done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greaser number be required by law or by the Articles of incorporation.

 

Section 6. Approval of Minutes.

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held, if each of the Directors not present approves in writing the minutes of such meeting. All such approvals shall be filed with the records of the Club or made a part of the minutes of the meeting.

 

Section 7. Fees and Compensation.

Directors shall receive no compensation for their services, but may receive such reimbursement for expenses as may be fixed by resolution of the Board.

 

ARTICLE IV

Officers

 

Section 1. Officers.

The officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer.  The Club may also have such other officers as may be appointed by the Board of Directors, One person may hold two or more offices, except those of President and Secretary.

 

Section 2. Election.

The officers shall be chosen annually by the Board Directors and each shall hold his office until he shall resign, be removed, or otherwise disqualified- to serve, or his successor shall be elected and qualified.

 

Section 3. Removal and Resignation,

Any officer may resign, or may be removed with cause by the Board of Directors at any time. Vacancies caused by death, resignation or removal of any officer shall be filled by the appointment by the Board of Directors.

 

Section 4. President.

The President shall be the executive officer of the Club and, subject to the control of the Board of Directors, shall have general supervision, direction and control of the affairs of the Club. He shall preside at all meetings of members and meetings of the Board of Directors.

Upon completion of his her term of office with honour; the President shall be invited to join the Board of Directors; as the knowledge and experience gained by such a position should be available to the members of the board.

This applies only to the Immediate Past President.

 

Section 5. Vice President.

The Vice President shall in the absence or disability of the President, perform all of the duties of the Preside and when so acting shall have the powers of, and be subject to the restrictions upon, the President.

 

Section 6. Secretary.

The Secretary shall keep at the principal office of the Club a book of minutes of- all meetings of the Directors and members, with the time, and the place of holding, how called or authorized, the -notice thereof given, the names of those present at Directors’ meetings, the number of members present or represented at members’ meetings, and the proceedings thereof.

The Secretary shall keep at the principal office of the Club a register showing the names and addresses of the members.

 

Section 7. Treasurer.

The Treasurer shall be responsible for the maintenance of adequate and correct books of account, showing the receipts and disbursements of the Club and an account 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 be responsible for the deposit of all moneys of the Club with such depositories as are designated by the Board of Directors and shall disburse the funds of the Club as may be ordered by the Board of Directors, and shall render to the President or the Board of Directors, upon request, statements of the financial condition of the Club.

 

ARTICLE V

Miscellaneous

 

Section 1. Execution of Documents.

The Board of Directors may authorize any officer or officers, agents or agent, to enter into any contract or execute any instrument in the name of and on behalf of the Club and such authority may be general or confined to specific instances; and/unless so authorized by the Board of Directors^ no officer, agent or other person shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

 

Section 2. Inspection of By-Laws,

The Club shall keep in its principal office the original or a copy of these by-laws, as amended or otherwise alt to date, certified by the Secretary, which shall be open to inspection by members at all reasonable times during office hours,

 

Section 3. Construction and Definitions.

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California General Nonprofit Corporation Law shall govern the construction of these by-laws.

 

Section 4. Rules of Order.

The rules contained in Roberts Rules of Order, revised shall govern all members1 meetings and Directors’ meetings of the Club, except in instances of conflict between said Rules of Order and the Articles or by-laws of the Club or provisions of law.

 

ARTICLE VI

Amendments

 

Section 1. Power of Members.

New by-laws may be adopted or these by-laws may be amended or repealed by the vote of members entitled to exercise a majority of the voting power of the Club or by the written assent of such members, except as otherwise provided by law or by the Articles of Incorporation.

 

Section 2. Power of Directors.

Subject to the right of the members as provided in this Article to adopt, amend or repeal by-laws, any by-laws other than a by-law or amendment thereof changing the authorized number of Directors may be adopted, amended or repealed by Board of Directors.

 

CERTIFICATE OF SECRETARY

I, the undersigned do hereby certify that I am the duly elected and acting Secretary of THE MAYFLOWER CLUB, a California nonprofit corporation, and that the foregoing By-Laws compromising five (5) pages constitute the By-Laws of said corporation as duly adopted at a meeting of the Board of Directors thereof duly held on April 5, 1967.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the corporation this 22nd day of June 1967.

______________________________________

Secretary

EILEEN SELBY