As amended on January 27, 2002.
Section 1 Name and Object
- Name. The name of this corporation is Returned Peace Corps Volunteers, Los Angeles, INC. (Amendment of August 9, 2000)
- Objects. The objects of the corporation shall be those set forth in its Articles of Incorporation.
Section 2 Administration
- The affairs of this corporation shall be administered by a Board of Directors consisting of NINE (9) members, who shall be elected by the regular members of this corporation, with such qualifications and terms of office as shall be determined by the regular members, and each member of said Board shall be a regular member of this corporation.
- The membership shall also elect alternates to the Board of Directors who shall be notified of all meetings, vote in the absence of Board members, and who will be eligible to fill vacancies as they occur.
Section 3 Officers
- Its officers shall consist of a President, a Vice-President, a Secretary, a Treasurer, a Membership Chair and such additional officers who shall be appointed or elected by the board of directors.
- President. The president shall preside over all meetings of the Board of Directors. S/he shall have such other powers and perform such other duties as may by required by the Board of Directors. S/he may also appoint such committees as may be authorized by the Board of Directors, from time to time, and define the duties of such committees. The President shall be elected from, and be a member of the Board of Directors.
- Vice President. The vice president shall in the absence of the president, perform all of the duties and have all the powers of the President. S/he shall also have such other powers and perform such other duties as shall be assigned by the Board of Directors. Each Vice-President shall be elected from, and be a member of the Board of Directors.
- Secretary. The Secretary shall be elected from and be a member of the Board of Directors. S/he shall keep a record of the proceedings of the Board of Directors and of the members.
- Treasurer. The Treasurer shall be elected from and be a member of the Board of Directors. The duties shall be to prepare and keep a full set of books of account, showing every detail of the business and the corporation’s accounts, and all receipts and disbursements of every name and nature, the amount of cash on hand, and the amount of money owed by the corporation or owing to it, and such other information as may be, in the judgment of said Treasurer, pertinent, or such as may be required by the Board of Directors.
- Membership Chair. The Membership Chair shall be elected from and be a member of the Board of Directors. The duties shall be to maintain an accurate record of all members and membership types. S/he shall report membership information to and receive membership information from the National Peace Corps Association. S/he will also serve notice as needed to members regarding membership status. (Amendment of January 27, 2002)
Section 4 Powers of Directors
- General Powers of Directors. The Board of Directors shall have the management of the business of the corporation, and subject to the restrictions imposed by law, by the articles of incorporation or by these By-Laws, may exercise all the powers of the corporation.
- Specific Powers of Directors. Without prejudice to such general powers, it is hereby expressly declared that the directors shall have the following powers, to-wit:
- To adopt and alter a common logo of the corporation.
- To make and change regulations not inconsistent with these By-Laws, for the management of the corporation’s business and affairs.
- To appoint and remove, at pleasure, all officers, agents and employees of the corporation; to prescribe their duties, fix their compensation and require from them security for faithful service, if they deem necessary; in their discretion to devolve the powers and duties of any officer upon any other director for the time being.
- To appoint and remove or suspend such subordinate officers, committee chairs agents or factors as they deem necessary; and determine their duties and fix or change their salaries or remuneration.
- To pay for any property purchased by the corporation, either wholly or partly in money, bonds, debentures or other securities of the corporation.
- To borrow money and to make issue notes, bonds and other negotiable and transferable instruments, mortgages, deeds of trust agreements and to do every act and thing necessary to effectuate the same.
- To designate the time and place of its meetings or to authorize the President to do so. To appoint such committee or committees on any subject within the powers of the corporation’s Articles of Incorporation and to define the powers and duties of such committee.
- To determine whether or not there shall be any membership fees or dues by any class or classes of membership of this corporation, to fix the amount thereof, and to determine the terms of all classes of membership.
- To select and designate such aback or rust company, as they may deem advisable, as official depository of funds of the corporation and to prescribe and order the manner in which such deposits shall be made and/or withdrawn.
- Compensation of Directors. Directors shall not receive any stated salary for their service as directors, but by resolution of the board, a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 5 Committees
- The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board designate and appoint such committee or committees on any subject within the powers of the corporation. Such committee or committees to exercise such duties or to perform such services as may be prescribed, from time to time, by the Board of Directors and/or the President upon authority conferred by the Board of Directors. Such committee or committees shall have such name as may be stated in these By-Laws, or as may be determined by resolution adopted by the Board of Directors.
- Each committee shall keep regular minutes of their proceedings, and report the same to the Board when required.
Section 6 Membership
- Memberships in this corporation shall consist of regular members and such other associate, honorary, sustaining or other members as may be provided by the Board of Directors when made a part of these By-Laws.
- A regular member shall be defined as any person, regardless of race, color, creed, sexual orientation/preference, political affiliation, disability, age, medical condition or national origin, who accepts the purposes of this organization as set forth in its Articles of Incorporation; and who pays the prescribed membership dues or fees as determined for all regular members by the Board of Directors. Each regular membership shall entitle the holder thereof to one vote at all general business meetings of this corporation.
- Associate, honorary, sustaining or other memberships shall consist of those persons, firms, associations or organizations affiliated with this corporation or its activities and as may be more specifically provided therefor from time to time by the Board of Directors and amendment of these By-Laws. No such membership shall, however, at any time be entitled thereby to vote at any meeting of the members of this corporation.
Section 7 Annual Meeting of Members
- There shall be an annual general business meeting of the regular, free regular, family, and lifetime members of this corporation, to be held in the City of Los Angeles, County of Los Angeles, State of California, during the first quarter in the calendar year, in each year. The first meeting of the regular members of this corporation shall be on the eleventh (11th) day of January 1968.
- No change of the time or place for an annual general business meeting of regular members of this corporation shall be made within sixty (60) days prior to the date set for the next annual meeting of said members.
- At each annual general business meeting of regular members of this corporation, there shall be elected a Board of Directors of this corporation for the ensuing year, at which meeting, each regular member shall be entitled to one vote, and at which meeting such other business may be transacted as may be found necessary, desirable or useful. There shall also be the election of alternates whose duties shall be to fill vacancies of the Board of Directors occurring during the ensuing year, and who shall be elected by the general membership at large.
- Special meetings of the regular members of this corporation may be called by the President or any four (4) Directors, from time to time, and shall be held at such place as the Board of Directors may determine, or may be called by any Director of this corporation for the purpose of electing members of the Board of Directors, in the event, for any reason, vacancies shall occur in the Board reducing the number thereof to less than a quorum.
- There may be general business meetings of all members of this corporation, whether regular or otherwise, at which meeting any action may be taken, as the Board of Directors of this corporation may determine necessary, advisable or useful; except however, no election of Directors of these corporation shall occur at such meetings.
- Quorum of Regular Members. A quorum of regular members to vote on all orders of business at general business meetings, to elect members of the Board of Directors in the heretofore described manner, shall consist of FIFTEEN (15) regular members present and accounted for at the general business meeting, or FIVE PERCENT (5%) of the entire regular membership, whichever is the lesser number. (Amendment of February 29, 1976)
Section 8 Termination of Membership
- Any member, regular or otherwise, may terminate his membership at any time upon delivery to this corporation, the effective date of such resignation.
- This corporation, at its option, may terminate any membership of whatever class, except that of regular, for any infraction of the By-Laws, rules and/or regulations of this corporation, or for other good and valid reason, as the Board of Directors of this corporation shall determine.
- All memberships, of whatever class, shall be for the term of such membership or until otherwise terminated.
Section 9 Liability of Members
No such member of this corporation, either regular or otherwise, shall be personally or otherwise liable for any of the debts, liabilities and/or obligations of this corporation.
Section 10 Associate, Honorary, Sustaining, or other Members
The Board of Directors shall have the power to admit by invitation as associate, honorary, sustaining or other members of this corporation and for such period as they may elect such persons of prominence or not, as it may think proper, or such persons that may render this corporation any single benefit or service which it may wish to recognize in this manner and to renew such invitations at is discretion. Such members shall enjoy such privileges and benefits as may be determined by the Board of Directors, except that they shall not vote or hold office.
Section 11 Donations
This corporation may accept gifts, legacies, donations and/or contributions in any amount and any form, from time to time, upon such terms and conditions as may be decided by the Board of Directions and which do not violate the laws of the State of California governing non-profit corporations.
Section 12 Miscellaneous Provisions
- Corporate Logo. The corporate logo of the corporation shall be in such form as the Board of Directors shall determine and may contain the name of the corporation, the dates and state of its creation and such other matters as the Board of Directors, in their discretion, may determine. Said logo may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.
- Principal Office. The principal office shall be established and maintained in the city of LOS ANGELES, County of LOS ANGELES, State of California.
- Other offices of the corporation may be established at such places as the Board of Directors may, from time to time, designate or the business of the corporation may require.
- Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation for all debts of the corporation shall be signed by the Treasurer and countersigned by the President or Vice-President or by such officers as shall form time to time be determined by the Board of Directors.
- Notice and Waiver of Notice. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post wrapper, address to the person entitled thereto at his last know post office address, and such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given under these By-Laws may be waived by the person entitled thereto. Members not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.
- Assent to Meeting. Any action of the majority of the Board of Directors of this corporation, although not at a regularly called meeting and the record thereof if assented to in writing by all of the other members of the Board, shall always be as valid and effective in all respects as if passed by the Board at a regular meeting.
- The membership database shall only be used for official business of Returned Peace Corps Volunteers Los Angeles, Inc.
- Passwords for all accounts shall be changed whenever one Director who has such password changes or as needed.
Section 13 Fiscal Year
The Fiscal Year. The fiscal year of this corporation shall be the calendar year.
Section 14 Amendments
Amendments of By-Laws. The regular members, by the affirmative vote of the holders of a majority of such memberships issued and outstanding, or the directors, by the affirmative vote of a majority of the directors, may at any meeting, provided the substance of the proposed amendment shall have been stated in the notice of the meeting, amend or alter any of these By-Laws.
(Four amendments to date: February 29, 1976, May 16, 1994, August 9, 2000 and January 27, 2002)