a California Nonprofit Mutual Benefit Corporation
Dated April 1980
The name of this corporation shall be GRIZZLY PEAK CYCLISTS, INC.
The principal office for the transaction of the business of the corporation ("principal executive office") is located at Alameda County, California. The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.
The board of directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
The objectives of this corporation shall be to provide cyclists with a variety of challenging bicycle riding experiences and to promote safe bicycle riding and touring.
There shall be two classes of membership: regular membership and family membership. Any person dedicated to the purposes of this corporation shall be eligible for regular membership upon acceptance of his or her application by the board of directors and payment of the regular membership fee fixed by the board of directors.
Any group of persons related by blood or marriage living in the same household who are dedicated to the purposes of this corporation shall be eligible for family membership upon acceptance of their application by the board of directors and payment of the family membership fee fixed by the board of directors.
Each member in good standing must pay, within the time and on the conditions set by the board of directors, the annual dues in amounts to be fixed from time to time by the board of directors. The dues shall be equal for all members of each class, but the board of directors may, at its discretion, set different dues for each class.
Except as provided in Section 4 of this Article, the member will be in good standing for one year commencing from the date his or her membership fee is received by the membership officer of the corporation.
a. Causes of Termination. The membership of any member shall terminate upon occurrence of any of the following events:
(i) The resignation of the member.
(ii) Expiration of the period of membership, unless the member sooner renews for a subsequent period, on the renewal terms set by the board of directors.
(iii) The determination by the board of directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the interests of the corporation.
b. Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (iii) above, the corporation must follow the expulsion procedure of Corporate Code Section 7341.
Memberships of the corporation are not transferable.
Meetings of the membership shall be held at any place within the counties of Alameda or Contra Costa in the State of California designated by the board of directors.
The annual meeting of members shall be held on the third Wednesday of January each year, unless the board of directors fixes another date and so notifies the members as provided in Section 4 of this Article.
A meeting of the membership will take place once a month at a time and place specified by the president.
a. General Notice Contents. All notices of meetings of members shall be sent or otherwise given in accordance with subsection (c) of this section of this Article V not less than ten nor more than ninety days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and, in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the members.
b. Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
(i) Removing a director without cause;
(ii) Filling vacancies on the board of directors by the members;
(iii) Amending the Articles of Incorporation;
(iv) Approving a contract or transaction in which a director has a material financial interest;
(v) Approving a plan of distribution of assets, other than cash, in liquidation when the corporation has more than one class of memberships outstanding.
c. Manner of Giving Notice. Notice of any meeting of members shall be given either personally or by mail, telegraphic or other written communication, charges prepaid, addressed to each member at the address of that member appearing on the books of the corporation.
The members physically present at a duly-called meeting with proper notice shall constitute a quorum for the transaction of business at a meeting of the members.
a. Eligibility to Vote. Persons entitled to vote at any meeting of members shall be members as of the date of the particular meeting.
b. Manner of Casting Votes. Voting may be by voice or ballot, provided that any election of directors must be by ballot if demanded by any member before the voting begins.
c. Only Majority of Members Represented at Meeting Required, Unless Otherwise Specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than election of directors) shall be the act of the members, unless the vote of a greater number or voting by classes is required by California Nonprofit Corporation Law or by the Articles of Incorporation.
Proxy voting is prohibited.
a. Each regular member shall be entitled to cast one vote on all matters submitted to a vote of the members. Members must be physically present to vote.
b. Each family membership entitles that family to two votes, regardless of the actual number of people in the family. Two members of a family must attend the meeting where the two votes are cast. When only one person in the family attends the meeting, she or he may cast only one vote.
a. There will be an annual meeting of the members to elect the board of directors. The meeting will be noticed to the members in accordance with the rules on meetings.
b. At the meeting to elect board members, any member present may place names in nomination. A member may not nominate him or herself.
c. At the meeting to elect board members, each nominee shall be entitled to make a statement regarding her or his qualifications for board of directors.
The board of directors will consist of five (5) members.
a. General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of directors.
b. Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:
(i) Select and remove all officers, agents and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation.
(ii) Change the principal executive office or the principal business office in the State of California from one location to another.
(iii) Adopt, make and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.
Directors shall be elected at each annual meeting of the members to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy or elected at a special members' meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
a. Events Causing Vacancy. A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of the following: (i) The death, resignation or removal of any director; (ii) The vote of the members to remove a director; (iii) The increase of the authorized number of directors; or (iv) The failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting.
b. Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the president, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the members may elect a successor to take office when the resignation becomes effective.
c. Vacancies Filled by Members. The members may elect a director or directors at any time to fill any vacancy or vacancies.
d. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
Regular meetings of the board of directors may be held at any place within the State of California that has been designated from time to time by resolution of the board.
Meetings of the board of directors may be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.
a. Authority to Call. Special meetings of the board of directors for any purpose may be called at any time by any two directors.
b. Notice.
(i) Manner of Giving. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) By personal delivery or written notice; (b) By first class mail, postage paid; (c) By telephone communication, either directly to the director or to a person at the director's office who would reasonably be expected to communicate such notice promptly to the director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the corporation.
(ii) Time Requirements. Notices sent by first class mail shall be deposited into a United States mail box at least four days before the time set for the meeting. Notices given by personal delivery, telephone or telegraph shall be delivered, telephoned or given to the telegraph company at least 48 hours before the time set for the meeting.
(iii) Notice Contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting, or the place of the meeting, if it is to be held at the principal executive office of the corporation.
A majority of the authorized number of directors shall 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, subject to the provisions of the California Nonprofit Corporation Law. 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 that meeting.
The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.
The board of directors may, by resolution adopted by a majority of the directors then in office, designate committees to serve at the pleasure of the board. These committees shall be advisory and not have the power of the board.
The officers of the corporation shall be a president, a vice president, a secretary and a chief financial officer.
The officers of the corporation shall be chosen by the members of the board of directors and shall serve at the pleasure of the board. The persons eligible to be officers of the corporation shall be members of the board of directors. New officers must be appointed whenever a new board of directors is elected.
The board of directors may appoint, and may authorize the president or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined from time to time by the board of directors. A subordinate officer need not be a board member.
Any officer may be removed, with cause, by the board of directors, at any regular or special meeting of the board. Any officer who is removed under this section who is also a member of the board will remain a board member. A new, non-board member may then be appointed to fill the vacancy.
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. If the officer is a member of the board of directors and resigns a position of president, vice president, secretary or chief financial officer, the officer must also resign from the board of directors.
a. President. The president shall, subject to the control of the board of directors, generally supervise, direct and control the business and the officers of the corporation. He shall preside at all meetings of the members and at all meetings of the board of directors. He shall have such other powers and duties as may be prescribed by the board of directors or the Bylaws.
b. Vice President. In the absence or disability of the president, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be the subject to all the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors.
c. Secretary. The secretary shall attend to the following:
(i) Book of minutes. The secretary shall keep a book of minutes of all meetings and actions of directors and members, with the time and place of holding, and the proceedings of such meetings.
(ii) Membership Records. The secretary shall keep, or cause to be kept, a record of the corporation's members, showing the names of all members, their addresses and the class of membership held by each.
(iii) Notices, Seal and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of the members and of the board of directors required by the Bylaws to be given. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the Bylaws.
d. Chief Financial Officer. The chief financial officer shall attend to the following:
(i) Books of Account. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times.
(ii) Deposit and Disbursement of Money and Valuables. The Chief financial officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors; shall disburse the funds of the corporation as may be ordered by the board of directors; shall render to the president and directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the board of directors or the Bylaws.
For the purpose of this Article,
(a) Agent means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation;
(b) Proceeding means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
(c) Expenses includes, without limitation, all attorneys' fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.
To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against her or him, then the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification.
Subject to the required finding to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding.
a. Claims Settled Out of Court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.
b. Claims and Suits Awarded Against Agent. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
(i) The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that Section; and
(ii) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:
a. Required Standard of Conduct. The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he or she believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which she or he reasonably believed to be in the best interest of this corporation or that he or she had reasonable cause to believe that such conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that such conduct was unlawful.
b. Manner of Determination of Good Faith Conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:
(i) The board of directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or
(ii) The affirmative vote of a majority of the votes represented and voting at a duly held meeting of members at which a quorum is present (which affirmative votes also constitute a majority of the required quorum); or
(iii) The court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney or other person is opposed by this corporation.
No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5(b)(iii), in any circumstances when it appears:
a. That the indemnification or advance would be inconsistent with a provision of the Articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
b. That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
The board of directors may adopt a resolution authorizing the Purchase and maintenance of insurance on behalf of any agent of the corporation against any liability other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.
The corporation shall keep:
a. Adequate and correct books and records of account;
b. Minutes in written form of the proceedings of its members, board and committees of the board;
c. A record of its members, giving their names and addresses and the class of membership held by each.
All such records shall be kept at the corporation's principal executive office or at its principal business office in this State.
a. Any member of the corporation may inspect and copy the records of members' names and addresses and voting rights.
b. Any member of the corporation may inspect the accounting books and records and minutes of the proceedings of the members and the board and committees of the board, at any reasonable time, for a purpose reasonably related to such person's interest as a member.
c. Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.
The corporation shall keep at its principal executive office, or at its principal business office in this State, the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the members.
Every director shall have the absolute right at any reasonable time to inspect all books, records, documents and property of the corporation. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
No later than 120 days after the close of the corporation's fiscal year, the corporation shall prepare and mail or deliver to each member a statement of the amount and circumstances of any transaction or indemnification of the following kind:
a. Any transactions in which the corporation was a party and in which any director or officer of the corporation had a direct or indirect financial interest.
b. Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation, unless such indemnification has already been approved by the members.
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.
New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members. However, if the corporation has more than one class of voting members, any amendment which would materially and adversely affect the rights of any class as to voting or transfer, differently than such action affects another class, must be approved by the members of such affected class. No amendment may extend the term of a director beyond that for which such director was elected.
Subject to the rights of members under Section 1 of this Article XIII and the limitations set forth below, the board of directors may adopt, amend or repeal Bylaws. Such power is subject to the following limitations:
a. The limitation set forth in section 1 on the members' power to adopt, amend or repeal Bylaws shall apply to actions by the board of directors.
b. The board of directors may not amend a Bylaw provision fixing the authorized number of directors or the minimum and maximum number of directors.
c. The board of directors may not adopt or amend Bylaw provisions concerning the following subjects without the approval of the members:
(i) Any provision increasing the terms of directors;
(ii) Any provision allowing one or more directors to hold office by designation or selection rather than election by the members;
(iii) Any provision giving the board of directors power to fill vacancies on the board created by removal of directors;
(iv) Any provision increasing the quorum for members' meetings.
I, the undersigned, certify that I am the presently elected and acting Secretary of Grizzly Peak Cyclists, Inc., a California nonprofit corporation, and the above Bylaws, consisting of ___ pages, are the Bylaws of this corporation as adopted at a meeting of the board of directors held on _____________.
DATED: April ___ 1980