AMENDED AND RESTATED BYLAWS OF THE GREATER GOLDEN HILL
COMMUNITY DEVELOPMENT CORPORATION
ARTICLE I
NAME AND PRINCIPAL OFFICE
Section 1.1. The name of this organization is the Greater Golden Hill Community
Development Corporation.
Section 1.2. The principal office for the transaction of the business of the Corporation is
located in the City and the County of San Diego. The Board may at any time or from time to
time change the location of the principal office from one location to another in said City and
County.
ARTICLE II
STATEMENT OF PURPOSE
Section 2.1. Purposes. The purposes for which this Corporation is formed include but are
not limited to promoting the general welfare and improving the quality of life of the residents of
the Greater Golden Hill Community by:
(a) Community economic development;
(b) Maintenance and reinvestment activities;
(c) Augmentation or upgrading of neighborhood services;
(d) Community revitalization; and
(e) Provision of decent housing that is affordable to low income and moderate income persons.
The Corporation and all its business and other activities are to be operated and conducted in the
promotion of its charitable and/or educational objectives and purposes as specified in the Articles
of Incorporation. In the conduct of its affairs, the management shall at all times be mindful of
these charitable and/or educational objectives and purposes. In the event that any provisions of
this Article II is inconsistent with any provision of the Articles of Incorporation of the
Corporation, the provisions of the Articles of Incorporation shall prevail and be controlling.
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ARTICLE III
MEMBERSHIP
Section 3.1. Members. There shall be two classes of membership of this Corporation. The
first class of Members shall be known as Individual Members and the second class of Members
shall be known as Organizational Members. Except as otherwise provided in these Bylaws, the
voting, and other rights, privileges and interests of the Individual Members and the
Organizational Members shall be equal. Any reference in these Bylaws to Members shall be
construed to include both Individual Members and Organizational Members, unless otherwise
limited.
Section 3.2. Eligibility for Membership. Any person shall be eligible for membership in
the Corporation as an Individual Member if he or she:
(a) Resides or is employed or owns real property in Golden Hill or whose admission to
membership in the judgment of the Board will contribute to the Corporation's ability to
carry out its purposes;
(b) Is 18 years of age or older; and
(c) Indicates an interest in and desire to become a Member by completing and returning to the
Secretary of the Corporation a membership application.
Any Organization shall be eligible for membership in the Corporation as an Organizational
Member if it:
(a) Operates a business in Golden Hill or leases or owns real property in Golden Hill or
otherwise has a presence in Golden Hill;
(b) Would contribute to Corporation's ability to carry out its purposes; and
(c) Indicates an interest and desire to become a Member by completing and returning to the
Secretary of the Corporation a membership application.
Section 3.3. Organizational Member Voting Rights. Each Organizational Member shall
designate a representative to vote the interest of the Organizational Member in Corporation
matters. The authorized representative shall deliver to the Board, in writing, appropriate evidence
of authority to so act, such as a copy of a resolution of the Member's Board of directors, a letter,
or some other designation. The Corporation may rely on such official designation until it is
otherwise notified.
Section 3.4. Powers of Voting Members. The Members shall have the right to vote for the
election of Directors, on the disposition of all or substantially all of the assets of the Corporation
to another 501(c)3 corporation, and on such other matters which are required to be approved by
members by these Bylaws or under California Nonprofit Public Benefit Corporation Law.
Section 3.5. Admission of New Members. Applications for membership shall be
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submitted to the Secretary of the Corporation on a written form prescribed and approved by the
Board, which shall include a certification of the applicant's eligibility for membership.
Section 3.6. Suspension or Termination of Membership.
(a) Termination by Member. Any Member may terminate membership in the
Corporation at any time by giving written notice to the Secretary of the Corporation. Such
termination shall become effective as of the date of its receipt by the Secretary.
(b) Suspension or Termination by Board. The Board, by a majority vote, may
suspend or terminate the membership of a Member for cause in accordance with the due process
requirements of California Corporations Code Section 5341. The following shall constitute cause
for suspension or termination.
(i) Failure to pay membership dues, fees, or assessments;
(ii) Absence without excuse, as determined by the Board, from 6 or more
consecutive Member Meetings; or
(iii) Failure to meet other standards of conduct or requirements for good
standing as determined from time to time by resolution of the Board.
Section 3.7. Dues. Annual membership dues shall be set by the Board. The Board may
provide for special assessments, subject to the approval of a majority vote of the membership
quorum by mail-in ballot and/or in attendance at a duly called and noticed meeting of Members
of the Corporation. Dues are payable immediately with application. The Board may establish a
policy for waiver of dues.
ARTICLE IV
MEMBERS MEETINGS
Section 4.1. Annual Meetings of Members. Annual meetings of the Members of the
Corporation for the election of the Board and such other business as may properly be transacted
at such meeting shall be held in September of each year.
Section 4.2. Special Meeting of the Members. Special meetings of the Members of the
Corporation may be called at any time by order of the Board, of the President of the Board (who
shall give written notice thereof to the Executive Director of the Corporation), or by a petition
signed by not less than five percent (5%) of the Members of the Corporation setting forth the
date on which the special meeting shall be held and the general nature of the business to be
transacted at such meeting, subject to the provisions of Section 4.4.
Section 4.3. Place and Time of Meeting of the Members. Each meeting of the Members
of the Corporation shall be held at the place and time specified in the notice thereof. Members of
the Board may participate in a meeting through use of conference telephone or similar
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communication equipment, so long all such members participating in such meeting can hear one
another. Participation in a meeting by this means constitute presence in person at such meeting.
Section 4.4. Notice. Notice of each annual or special meeting of the Members of the
Corporation shall be given to each Member entitled to vote, either personally or by mail or by
other means of written communication, charges prepaid, addressed to such Member at the
address appearing on the books of the Corporation or given by the Member to the Corporation
for the purpose of notice, in the following manner:
(a) Written notice of each annual meeting shall be given to each Member entitled thereto, either
in person, electronically, or by registered, certified, or first class mail sent to the
Member's address as it appears on the corporation's books or as given by the Member to
the corporation for the purposes of notice, not less than ten (10) nor more than ninety (90)
days before such meeting; provided, however, that if notice is given by mail, and the
notice is not mailed by first- class, registered, or certified mail, that notice shall be given
not less than twenty (20) days before the meeting. The notice shall specify the place, the
date and the hour of such meeting and shall state those matters that the Board, at the time
of the mailing of the notice, intends to present for action by the Members and such other
matters, if any, as may be expressly required by statute.
(b) In the case of a special meeting, the notice shall state the general nature of business to be
transacted and no other business shall be transacted at such meeting. In order for any
person or persons other than the Board or the President to call a special meeting of the
Members, such person must be entitled to do so and must submit a written request to the
President, Vice President, or Secretary. The officer shall cause notice to be given to the
Members entitled to vote that a meeting will be held at a time fixed by the Board, not less
than thirty-five (35) nor more than ninety (90) days after the receipt of the request. If the
notice is not given within twenty (20) days after receipt of the request, the person or
persons entitled to call the meeting may give the notice, or the superior court of the
proper county shall summarily order the giving of the notice, after the Corporation has
been given the opportunity to be heard.
Section 4.5. Quorum. The presence of fifteen percent (15%) or more of the voting
Members at any meeting shall constitute a quorum for the transaction of business. If a quorum is
present, the affirmative vote of the majority of the voting power represented at the meeting
entitled to vote and voting on any matter shall be the act of the Members unless the vote of a
greater number or voting by classes is required by law or by the Articles of Incorporation or
Bylaws. Any Bylaw amendment to increase the quorum may be adopted only by approval of the
Members. 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
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by at least a majority of the Members required to constitute a quorum.
Section 4.6. Chairman of Meeting. The President shall preside as the chairman of any
meeting of the Members. If the President shall be absent or shall fail or be unable to preside, the
Vice President shall preside. The chairman of the meeting shall designate a secretary for such
meeting who shall take and keep or cause to be taken and kept minutes of the proceedings
thereof. Meetings of the Members shall at all times be conducted in accordance with the current
version of Robert's Rules of Order or such other established parliamentary procedure as adopted
by resolution from time to time by the Board.
Section 4.7. Voting. Unless otherwise required by law, each Member shall be entitled to
cast one (1) vote on any and all matters that shall come before any such meeting. At each
meeting of the Members, all matters shall be decided by the affirmative vote of the majority of
the Members of the Corporation present at such meeting, except those matters otherwise
expressly regulated by statute or by another specific section of these Bylaws. Voting by proxy
shall not be allowed except as provided in Section 4.8.
Section 4.8. Voting by Proxy. Any Member shall be entitled to vote at any meeting of the
Members either in person or by an agent authorized by written proxy executed by such Member
or his or her duly authorized agent and filed no later than the day of the meeting with the
Secretary of the Corporation, provided that, if such Member attends personally the meeting for
which the proxy is given, then the proxy vote shall be void. A proxy duly executed and filed is
not revoked and continues in force and effect until an instrument revoking it or a duly executed
proxy bearing a later date is filed with the Secretary or the Corporation; provided that no such
proxy shall be valid after the expiration of eleven (11) months from the date of its execution.
Section 4.9. Action by Members Without a Meeting. Subject to the provisions of the
California Nonprofit Public Benefit Corporation Law, any action that may be taken at any
regular or special meeting of the Members may be taken without a meeting if a written ballot is
distributed to every Member entitled to vote on the matter. Such written ballot shall set forth 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 Corporation, but in no event
less than ten (10) days after the date on which the ballot is mailed to the Member. Any action
approved by a 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 at a meeting at which the total number of votes cast was the same
as the number of votes cast by ballot.
(a) All solicitations for written ballots shall indicate the number of responses needed to meet the
quorum requirement and, with respect to ballots other than for the election of Directors
and Officers, shall state the percentage of approvals necessary to pass the measure
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submitted. The solicitation must specify the time by which the ballot must be received in
order to be counted. Once received, a written ballot may not be revoked.
(b) Alternatively, any action required or permitted to be taken by the Members may be taken
without a meeting, if all Members entitled to vote shall individually or collectively
consent in writing to the action. The written consent or consents shall be filed with the
minutes of the proceedings of the Members. The action by written consent shall have the
same force and effect as the unanimous vote of the Members.
Section 4.10. Record Dates. For purposes of determining the Members entitled to notice
of any meeting, entitled to vote at any meeting, or entitled to exercise any other rights, the Board
may, in advance, fix a record date. A determination of Members of record entitled to notice of or
to vote at a meeting of the Members shall apply to any adjournment of the meeting unless the
Board fixes a new record date for the adjourned meeting, but the Board shall fix a new record
date if the meeting is adjourned for more than forty-five (45) days.
(a) Fixed Record Date. The record date so fixed for determining Members entitled:
For notice of a meeting shall not be more than ninety (90) nor less than ten (10) days before the
date of such meeting;
(1) for voting at a meeting shall not be more than sixty (60) days before the date of the meeting;
(2) for any other action shall not be more than sixty (60) days before that action.
(b) No Record Date. If no record date is fixed by the Board, the record date for determining
Members entitled:
(1) to receive notice of a meeting of the Members shall be at the close of business on the next
business day preceding the day on which notice is given or, if notice is waived, at
the close of business of the next business day preceding the day on which the
meeting is held;
(2) to vote at the meeting of the Members shall be the day on which the meeting is held;
(3) to exercise any rights with respect to any other action shall be the date on which the Board
adopts the resolution relating thereto, or the 60th day prior to the date of such
other action, whichever is later.
ARTICLE V
DIRECTORS
Section 5.1. Number of Directors. The Board shall consist of not fewer than four (4) and
not more than fifteen (15) members, of which at least seventy-five (75%) shall qualify for
membership as residents of Golden Hill, owners of real property located in Golden Hill, or
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persons employed in Golden Hill. The Board shall fix the exact number of Directors within the
limits specified in this section by a Board resolution.
Section 5.2. Term – Duration. Each Director shall hold office for three (3) years or until
his or her removal, death or resignation. All Directors shall hold office until their respective
successors are duly elected and qualified.
Section 5.3. Staggered Terms. Terms of Directors shall be staggered so that no more than
one-third of the Board shall be up for election in any given year.
Section 5.4. Powers. Subject to the limitations of the Articles of Incorporation, other
sections of the Bylaws and the laws of the State of California and the United States, all corporate
powers of the Corporation shall be exercised by or under the authority of the Board.
Without limiting the foregoing general powers, the Board shall have the following powers:
(a) To select and remove any of the officers, agents and employees of the Corporation, prescribe
such powers and duties for them as may not be inconsistent with the California Nonprofit
Public Benefit Corporation Law, the Articles of Incorporation, or the Bylaws, fix their
compensation, and require from them security for faithful service;
(b) To conduct, manage and control the affairs and business of the Corporation, and to make
such rules and regulations and to take such other actions therefore not inconsistent with
the law, the Articles of Incorporation or the Bylaws, as the Board may deem best;
(c) To administer the distribution of grants and gifts from public and private sources, to borrow
money and incur indebtedness for the purposes of the Corporation, loan money and cause
to be executed and delivered for them in the Corporate name promissory notes, bonds
debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidence of debt
and securities;
(d) To establish standing or ad hoc committees for advising or assisting the Corporation, Board
or Members;
(e) To apply for city permits, participate in or contract for the purchase, installation or
construction of public benefit improvements on publicly or privately owned land.
(f) To incur indebtedness, borrow money, enter into contracts, lease space, own property and
other powers cited in the Articles of Incorporation as needed.
Section 5.5. Rules, Policies, and Procedures. Except as otherwise provided herein, the
Board shall adopt rules, policies, or procedures including, but not limited to, the following:
(a) Establishing the time and place for regular meetings of the Board;
(b) Setting the agenda for meetings of the Board;
(c) Allowing for Member and public participation in meetings of the Board;
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(d) Addressing conflicts of interest;
(e) Adopting rules for parliamentary procedure; and
(f) Suspending or amending, in whole in part and in any or all cases, such rules, policies,
or procedures.
Section 5.6. Compensation of Directors. Each Director shall serve without compensation.
However, Directors may, pursuant to a duly adopted resolution, be reimbursed for reasonable
business expenses incurred during the course of pursuing or engaging in the Corporation's
business matters.
Section 5.7. Removal. Any Director may be removed at any time by the vote of a
majority of the Board or the Members at a duly called and noticed meeting of the Members for
cause, including commission of a felony, malfeasance, continued gross or willful neglect of
duties, or conduct derogatory to the best interest of the Corporation. Failure to attend three (3)
consecutive Board meetings shall be cause for dismissal, and failure to attend four (4) Board
meetings within any twelve (12) month period shall also constitute cause for dismissal.
Section 5.8. Resignation. Any Director may terminate membership in the Corporation
and in the Board thereof at any time by giving written notice to the President of the Board or the
Secretary of the Corporation. Such termination shall become effective upon receipt of the
foregoing notice unless the notice specifies a later time for the effectiveness of such resignation.
A Director whose appointment was conditioned on residence, employment, or ownership of real
property within Golden Hill shall tender his or her resignation to the Board effective on the date
such residence, employment, or ownership of real property within Golden Hill ceases, provided,
however, that if such Director otherwise remains qualified for membership, the Director need not
resign so long as the Board continues to meet the required 75% threshold for qualified Directors
pursuant to Section 5.1 of these Bylaws.
Section 5.9. Filling Vacancies. Vacancies in the Board, shall be filled by election by a
majority of the remaining Directors, although less than a quorum, or by a sole remaining
Director. Each Director so selected shall hold office until the expiration of the term of the
replaced Director and until a successor has been selected and qualified.
Section 5.10. Regular Meetings. Regular meetings of the Board shall be held as per a
schedule adopted and fixed by resolution of the Board and in accordance with rules, polices, or
procedures adopted under Section 5.5 of these Bylaws. Provided the time and place of these
meetings remains so fixed, no additional notice is required. If the time or place of the meeting
varies from the resolution adopted by the Board, notice of the meeting shall be given to the
Directors not fewer than four (4) days prior to the meeting if delivered by first class mail or not
fewer than forty-eight (48) hours prior to the meeting if the notice is delivered personally or by
telephone, e-mail, or other electronic transmission. The notice must state the date and time of the
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meeting and the place of the meeting if it is other than the principal office of the Corporation.
Section 5.11. Special Meetings. Special meetings of the Board for any purposes may be
called at any time by the President of the Board or by one-third (1/3) of the Directors. Notice of
special meetings shall be given to the directors not fewer than four (4) days prior to the meeting
if delivered by first class mail or not fewer than forty-eight (48) hours prior to the meeting if the
notice is delivered personally or by telephone, e-mail, or other electronic transmission. The
notice must state the date and time of the meeting and the place of the meeting if it is other than
the principal office of the Corporation.
The transactions of any meeting of the Board, however called and noticed and wherever
held, shall be as valid as though done at a meeting held after regular call and notice, if a quorum
is present and if either before or after the meeting each of the Directors not present signs a
written waiver of notice of consent to holding such meeting or an approval of the minutes. All
such waivers, consents, or approvals shall be filed with the Corporation's records or made a part
of the minutes of the meeting.
Section 5.12. Quorum. A majority of the existing members of the Board shall constitute a
quorum for the transaction of business. The act of a majority of the Directors present at any time
at which there is a quorum shall be an act of the Board, unless a greater number is required by
these Bylaws or by law, except to adjourn as provided in Section 5.14. Notwithstanding the
foregoing, a meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority
of the required quorum for such a meeting.
Section 5.13. Adjournment. A majority of the Directors present, whether or not a quorum
is present, may adjourn any Directors' meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given to absent
Directors if the time and place is fixed at the meeting adjourned, except as provided in the next
sentence. If the meeting is adjourned for more than twenty-four (24) hours, notice of any
adjournment to another time or place shall be given prior to the time of the adjourned meeting to
the Directors who were not present at the time of the adjournment.
Section 5.14. Action Without Meeting. Any action that is required or permitted to be
taken by the Board may be taken without a meeting if all the members of the Board, individually
or collectively, consent in writing to such action. The consent of any Director who has a material
financial interest in a transaction to which the Corporation is a party and who is an "interested
director" as defined in Section 5233 of the California Corporations Code shall not be required for
approval of that transaction. Such action by written consent shall have the same force and effect
as an unanimous vote of the Board and shall be filed with the minutes of the proceedings of the
Board.
Section 5.15. Committees of the Board. The Board may appoint one (1) or more
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committees, each consisting of at least two (2) Directors, who serve at the pleasure of the Board.
Any such committee must be created, and the members thereof appointed, by resolution adopted
by a majority of the authorized number of Directors then in office, provided a quorum is present,
and any such committee may be designated by such name as the Board shall specify. The Board
may appoint, in the same manner, alternate members of any committee who may replace any
absent member at any meeting of the committee. Any such committee, to the extent provided in
the Board resolution, shall have all the authority of the Board, except that such committee shall
not have the authority to do any of the following:
(a) Take any final action for which the California Nonprofit Public Benefit Corporation Law also
requires approval of the Members (such limitation of committee action shall apply
whether or not the Corporation has Members);
(b) Fill vacancies on the Board or in any committee;
(c) Fix compensation of the Directors for serving on the Board or on any committee;
(d) Amend or repeal the Bylaws or adopt new Bylaws;
(e) Amend or repeal any resolution of the Board which by its express terms is not so amendable
or repealable;
(f) Create any other committees of the Board or appoint the members of committees of the
Board; or
(g) Approve any contract or transaction to which the Corporation is a party and in which one or
more of its Directors has a material financial interest, except as special approval is
provided for in Section 5233(d)(3) of the California Corporations Code.
The Board shall have the power to prescribe the manner in which proceedings of any
such committee shall be conducted. In the absence of any such prescription, such committee
shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless
the Board or such committee shall otherwise provide, the regular and special meetings and other
actions of any such committee shall be governed by the provisions of this Article V applicable to
meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
Section 5.16. Advisory Committees. The Board may appoint one or more advisory
committees, each consisting of two (2) or more members, who need not be Directors, to serve at
the pleasure of the Board. Any such advisory committee must be created, and the members
thereof appointed, by resolution adopted by a majority of the authorized number of Directors
then in office, provided a quorum is present, and any such advisory committee may be
designated by such name as the Board shall specify. The Board may appoint, in the same
manner, alternate members of any advisory committee who may replace any absent member at
any meeting of the advisory committee. Any advisory committee shall not have the authority of
the Board but shall function in an advisory capacity to the Board.
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Section 5.17. Fees and Compensation. Directors and members of committees shall serve
on a volunteer basis and shall not receive any compensation for their services as Directors or
officers; however, they may receive reimbursement for expenses as may be fixed or determined
by the Board.
ARTICLE VI
OFFICERS
Section 6.1. Officers. The officers of this Corporation shall be the President, Secretary
and Treasurer. The Corporation may also have, at the Board's discretion, one Vice President as
the Board may from time to time appoint. Any person may hold more than one of the foregoing
offices, except that neither the Secretary nor the Treasurer may serve concurrently as President of
the Board. No officer, other than the President and the Vice President of the Board need be
members of the Board.
Section 6.2. Appointments. The officers of the Corporation, except such officers as may
be appointed in accordance with the provisions of Section 6.3, Section 6.5, or Section 6.8 shall
be chosen annually by the Board, and each shall hold his or her office until he or she shall resign
or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected.
Section 6.3. Subordinate Officers. The Board may appoint such other officers as the
business of the Corporation may require, each of whom shall have such authority and perform
such duties as are provided in these Bylaws or as the Board may from time to time specify, and
shall hold office until he or she shall resign or shall be removed or otherwise disqualified to
serve.
Section 6.4. Removal and Resignation. Any officer may be removed with cause, by a
majority of the Directors at any regular or special meeting of the Board.
Any officer may resign at any time by giving written notice to the Board President or to
the Board Secretary. Any such resignation shall take effect at the date of receipt of such notice or
at any later date specified therein and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6.5. Vacancies. A Vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled by election of a majority of the remaining
Directors, although less than a quorum, or by a sole remaining Director.
Section 6.6. Staff. Subject to such supervisory power, if any, as may be given by the
Board to the President, the staff, including the Executive Director, shall be subject to control of
the Executive Committee, which shall be comprised of at least three (3) members of the
appointed by resolution of the Board. The Executive Committee shall have the power to appoint
subcommittees as may be required from time to time to advise on personnel matters. Staff shall
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have the powers and duties as the Board, the Executive Committee, or these Bylaws may
prescribe.
Section 6.7. President. Subject to the control of the Board, the President shall have the
general supervision, direction and control of the Corporation's activities, affairs, and officers.
The President shall preside at all Members' meeting and at all Board meetings. The President
shall have such other powers and duties as the Board or the Bylaws may prescribe.
Section 6.8. Vice President. If the President is absent, unable, or unwilling, the Vice
President shall perform all duties of the President. When so acting, the Vice President shall have
all the powers of and be subject to all the restrictions upon the President. The Vice President
shall have such other powers and perform such other duties as the Board or the Bylaws may
prescribe. The Board may appoint a temporary Vice President at any meeting in which the
President is absent.
Section 6.9. Secretary. The Secretary shall keep, or cause to be kept, a book of minutes,
at the principal office or such other place as the Board may order, of all meetings, regular or
special, and if special, how authorized, the notice thereof given, the names of those present at
Directors' meetings, and the proceedings thereof.
The Secretary shall give or cause to be given notice of all meetings of the Board required
by these Bylaws or by laws to be given, and shall keep the seal of the Corporation in safe
custody, and shall have such other powers and perform such other duties as may be prescribed by
the Board or these Bylaws. If for any reason the Secretary shall fail to give notice of any special
meeting of the Board, then any Director or officer may give notice of any such special meeting.
Section 6.10. Treasurer. The Treasurer shall keep and maintain, or shall cause to be kept
and maintained, adequate and correct accounts of the properties and transactions of the
Corporation, including account of its assets, liabilities, receipts, disbursements, gains, losses and
capital. The books of account shall at all reasonable times be open to inspection by any Director
or Member.
Section 6.11. Officer Elections
(a) Nomination Procedures
(i) At the September meeting of each year there shall be formed a nominating committee
consisting of three (3) members from among the membership who are appointed
by the Board.
(ii) The slate of nominees shall be presented at the October meeting at which time each nominee
may state his or her qualifications and willingness to run for a particular office.
(iii) Election of officers shall commence after the presentation of nominees at the November
meeting.
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(b). Floor Nominations
(i) Candidates may be nominated from the floor at the meeting in November.
(ii) Floor Nominees must be present to accept nomination.
(iii) Floor Nominees must state their qualifications and willingness to run for a particular office.
(c) Eligibility for Office. Must a member in good standing for at least 6 months, be 18
years of age, and, for President and Vice President, a member of the Board of the Corporation.
(d) Ballot Issues
(i) A ballot with all nominees shall be listed with the name and the office. Floor nominations will
be written in on the official ballot.
(ii) All directors must vote individually, preferably, by secret ballot if there is more than one
candidate.
(iii) After the election of officers a ballot with all director nominees shall be listed with the name,
director position, and term and provided to the membership.
(iv) Only directors who are members in good standing are permitted to vote.
(e) Election Process
(i) Once the nominating committee closes the nominations, the meeting shall proceed to the
actual election.
(ii) The chairperson of the nominating committee shall be the Presiding Officer for the election.
(iii) The Presiding Officer shall appoint two tellers from the membership who shall validate,
count, and record each ballot.
(iv) The Presiding Officer shall announce the results to the Board by the end of the meeting.
(f) Transfer of Responsibilities
(i) The transfer of duties and records shall take place from December through January.
(ii) The term of new Officers begins on January 1st and ends on the date that is the later
of December 31st of the same year or upon election of a new replacement Officer.
(iii) When a President or Vice President is no longer a director of the Corporation
pursuant to Section 5.2, the Board shall appoint an interim President or Vice President, as
applicable, until the new officer has been elected. The former President or Vice President may
continue as an officer during this transition period.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Corporation shall indemnify its directors, officers, employees, and agents, including
persons formerly occupying any such position, to the fullest extent permitted by law against all
expenses, judgments, fines, and other amounts actually and reasonably incurred by them in
connection with any threatened, pending, or completed action or proceeding, whether civil,
criminal, administrative, or investigative. In all cases where indemnification is sought, the
Corporation shall be subject to the restrictions and requirements contained in Section 5238 of the
California Corporations Code.
ARTICLE VIII
AMENDMENTS TO BYLAWS
Section 8.1. Power of Directors. Subject to the rights of Members under Section 8.5 of
this Article VIII and the limitations set forth below, the Board may adopt, amend, or repeal
Bylaws unless the action would materially and adversely affect the Members' rights as to voting
or transfer. The Board may not extend the term of an elected Director beyond that for which the
Director was elected.
Section 8.2. Changes to Number of Directors. Without the approval of the Members, the
Board may not adopt, amend, or repeal any Bylaw provision that would:
(a) Fix or change the authorized number of Directors;
(b) Fix or change the minimum or maximum number of Directors; or
(c) Change from a fixed number of Directors to a variable number of Directors or vice versa.
Section 8.3. High Vote Requirement. If any provision of these Bylaws requires the vote
of a larger proportion of the Board than is otherwise required by law, that provision may not be
altered, amended, or repealed except by that greater vote.
Section 8.4. Members' Approval Required. Without the approval of the Members, the
Board may not adopt, amend, or repeal any Bylaw provision that would:
(a) Increase or extend the terms of Directors;
(b) Allow any Director to hold office by designation or selection rather than by election by the
Members;
(c) Increase the quorum for Members' meetings;
(d) Repeal, restrict, create, expand, or otherwise change proxy rights; or
(e) Authorize cumulative voting.
Section 8.5. Amendment by Members. If the Corporation has more than one class of
voting Members, any amendment that would materially and adversely affect the rights of a class
as to voting or transfer, in a manner different than the action affects another class, must be
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approved by the Members of that adversely affected class. Any provision of these Bylaws that
requires the vote of a larger proportion of the Members than otherwise is required by law may
not be altered, amended, or repealed except by the vote of that greater number. No amendment
may extend the term of an elected Director beyond that for which the Director was elected.
CERTIFICATE OF SECRETARY
of
THE GREATER GOLDEN HILL COMMUNITY DEVELOPMENT CORPORATION
(A California Nonprofit Public Benefit Corporation)
I hereby certify that I am the duly elected and acting Secretary of said corporation and
that the foregoing Bylaws, comprising of fifteen (15) pages, constitute the Bylaws of said
corporation as duly adopted by resolution of the Board of Directors thereof dated September 20,
2018.
_________________________________________
Secretary
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