Proposed Bylaw Amendments
Posted: Sat Nov 30, 2013 9:00 pmHi All,
Please see the proposed bylaw amendments below that the Fellow Feather's Board is recommending be discussed and voted on at our December 10, 2013 monthly club meeting. The proposed amendments are in italics and underlined since we are unable to highlight in a bulletin board post.
Best regards,
Tracey Story
Fellow Feathers of Fort Funston President
RESTATED BYLAWS
OF
THE FELLOW FEATHERS OF FORT FUNSTON HANG GLIDING CLUB,
a California Nonprofit Mutual Benefit Corporation
***DRAFT LANGUAGE IN ITALICS***
ARTICLE I: NAME
The Fellow Feathers of Fort Funston Hang Gliding Club (Club)
ARTICLE II: PRINCIPAL OFFICE
The principal office of the Corporation shall be address of the Corporation’s President. The Board of Directors may change the principal office from one location to another and note the change in the Bylaws. The change shall not be considered an amendment to the Bylaws.
ARTICLE III: PURPOSES
The purposes of this Corporation are to provide for the pleasure, recreation, comingling and fellowship of it members, hang gliding enthusiasts who fly at Fort Funston, property of the National Park Service in the Golden Gate National Recreation Area (GGNRA). In context of these general purposes, the Corporation shall:
A. Administer a non-commercial hang gliding program at Fort Funston
for members and non-members;
B. Preserve the Fort Funston/Westlake flying site by working with
governmental agencies and private individuals;
C. Promote hang gliding safety and education;
D. Improve the public image of hang gliding and educate the public
about hang gliding;
E. Facilitate insurance coverage for hang gliding at Fort
Funston, and
F. Hold meetings and activities promoting the exchange of ideas
and information about hang gliding.
ARTICLE IV: AFFILIATION
The Club may be affiliated with other organizations of similar purposes in a
manner determined by the members. Such organizations include but are not limited to the United States Hang Gliding and Paragliding Association (USHPA).
ARTICLE V: MEMBERSHIP
Section 1: Membership is open to anyone paying the annual dues and interested in the sport of hang gliding regardless of race, creed, sex or national origin.
Section 2: There shall be two classes of members: voting, and non-voting. To be a voting member and vote at a Club meeting, a pilot must have flown a hang glider on flights that originated at Fort Funston, for a total of 10 hours in the twelve months preceding the meeting. All members who are not voting members shall be non-voting members. Voting members may vote on matter of Club business and in Club elections. Non-voting members may not vote on matters of Club business and in Club elections.
Section 3: By majority vote the Executive Committee shall determine whether members are voting or non-voting. In making its determination, the Executive Committee shall consider logs, pilot statements and all other relevant information.
Section 4: By majority vote, the Club members may waive the 10-hour flying requirement to allow members who have made contributions to flying at Fort Funston to become voting members. The Club may have three voting members who have not fulfilled the flying requirement. These members shall be selected by a majority vote of the Club members present at a club meeting. The waivers shall be for the remainder of the calendar year. The Club members may grant waivers only when the total number of waivers is not more than three.
Section 5: No member or Director may vote by proxy. In accordance with California Corporate Code 7610, each member shall be entitled to one vote on each matter submitted to a vote of the members. In accordance with California Corporate Code 7211, each Director shall have one vote on each matter presented to the board of directors for action.
Section 6: Termination or Suspension of Membership
1: Cause of Termination:
Any membership shall terminate upon occurrence of the following event: A good faith determination by a minimum 2/3 vote of the Board of Directors that the member has failed in a material and serious degree to observe the rules of conduct governing this corporation as promulgated by the Board from time to time or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.
2: Procedure for Expulsion or Suspension of membership:
Following the determination that a member should be expelled or suspended under paragraph (1) above, the following procedure shall be implemented:
(A) A notice shall be sent by first class or registered mail to the most recent address of the member as shown on the corporation's records, setting forth the expulsion or suspension and the reasons therefore. The notice shall state the date, time, and place of the hearing. Such notice shall be sent at least 15 days before the proposed hearing.
(B) The hearing will be held, or the written statement considered, by the Board to determine if expulsion or suspension should take place. The member being expelled or suspended shall be given an opportunity to be heard, either orally or in writing, at the hearing.
(C) The Board of Directors shall decide, by a minimum 2/3 vote, whether or not the member should in fact be expelled or suspended. The decision of the Board shall be final.
(D) Any person expelled from the corporation shall receive a prorated refund of dues paid.
ARTICLE VI: MEETINGS
Section 1: Meetings. Meetings are held monthly for the purpose of conducting whatever business is brought before the members. Any change in the usual date, time or location will be posted on the Club web site prior to each meeting.
Section 2: Quorum. Business at any meeting may be conducted by a majority vote of the members present at the meeting.
Section 3: The Annual Board of Directors and Business Meeting of the Club is held during the month of December. The agenda for the Annual Business Meeting will include:
A. Presentation of annual reports by the relevant officers and committees.
B. Presentation by the Treasurer of an annual financial summary,
including a review of the past year’s financial results.
C. Election of Officers for the new year.
ARTICLE VII: FISCAL YEAR
The fiscal year is from October 1 to September 31.
ARTICLE VIII: BOARD OF DIRECTORS (OFFICERS)
Section 1: The Board of Directors (Officers) is the governing body and business
administrator of the Club and is the Executive Committee. It is responsible for carrying out the purposes of the Club. Subject to ratification by the members, the Board may sign contracts in the name of the Club, and control the expenditures of the Club’s funds consistent with the agreed budget. Major deviations from the budget must be approved in advance by a vote of the members.
Section 2: The Board of Directors consists of the President, Vice-President,
Secretary, Treasurer, Clubhouse Manager, Safety Director and Technical Officer.
Section 3: Election of Officers: Candidates are nominated at the November meeting. Elections are held at the Annual Business Meeting in December. A list of nominees is posted on the Club’s web site prior to the December meeting. Candidates may also be nominated and elected at the December meeting.
Section 4: All candidates for office must be voting members of the Club.
Section 5: Elections are decided by a simple majority.
Section 6: The term of office for all officers lasts until the next election.
However, officers may be nominated for re-election annually. The President may not serve more than three consecutive terms. Vacancies that may occur in any office during the year can be filled by a simple majority vote of the membership present at a regular meeting.
Section 7: The President presides at all meetings and is responsible for overall
leadership and management of the Club’s affairs. The President may appoint committees as needed, and signs contracts in the name of the Club, as authorized by the members.
Section 8: The Vice-President assumes all the powers and responsibilities of the
President in case of the absence or disability of the President.
Section 9: The Secretary keeps the minutes of the Club’s meetings, submits
minutes and notices of upcoming Club meetings and prepares any contracts or other documents required by the Club. The Secretary also manages all Club correspondence, keeps a current list of Club members, and keeps historical records for the Club.
Section 10: The Treasurer manages the receipt and disbursement of all the Club's
funds. The Treasurer maintains and, when required, presents up-to-date Profit and Loss
and Balance Sheet reports and proposed budgets; alerts and briefs the Board on financial issues, and advises the Board on financial policy.
Section 11: The Safety Director prepares reports for accidents resulting in significant injures and glider damage. The Safety Director investigates complaints of safety violations
Section 12: The Clubhouse Manager manages the Clubhouse at Funston where members store hang gliders.
Section 13: The Technical Officer introduces updates and maintains technologies employed by the club to enhance the site's flying experience, including the Club’s web site, wind talker, web cams, weather station and wireless Internet.
Section 14: If a Board position is unfilled, the responsibilities of that position will be re-assigned among the other Directors, at the discretion of the President, until the position is filled.
ARTICLE IX: SPECIAL COMMITTEES
Section 1: The President may at any time appoint special committees as necessary to undertake specific responsibilities. Any committee recommendations or proposals affecting the Club must be submitted to the members for approval at Club meetings.
Section 2: The Executive Committee shall meet at any time that reasonable notice is given to Executive Committee members for the purpose of conducting emergency business that should not wait for the next regular meeting or for a disciplinary hearing. Executive Committee meetings may be open or closed as the situation dictates. A report of all Executive Committee meeting will be given by the President at the next regular meeting.
ARTICLE X: REMOVAL FROM OFFICE
Any officer member may be removed from office, for cause, by a two thirds (2/3) vote of the members present at two consecutive Club meetings.
ARTICLE XI: DISCIPLINE
Since it is the Club’s duty to administer the hang gliding program at Fort Funston, the Club may revoke or suspend the flying privileges of members or non-members.
Section 1: For violating Fort Funston rules or generally accepted conduct, flying related or otherwise, at Fort Funston or club events, a pilot’s flying privileges may be suspended in the following manner:
A. For up to 7 days by a club officer;
B. For longer than 7 days, by a majority vote of the Executive Committee present at a hearing at which at least one witness to the violation or offense testifies and at which the accused pilot has the following rights:
1. Notice of violation, to be delivered a minimum of 15 days prior to the hearing;
2. Notice of hearing, to be delivered a minimum of 15 days prior to the hearing;
3. Name of witnesses to violation;
4. Opportunity to question witnesses;
5. Opportunity to be heard; and
6. Opportunity to produce witnesses.
C. The hearing shall be conducted by the President or Safety Director.
Section 2: A disciplinary action imposed by the Executive Committee may be
modified only by a majority vote of the Executive Committee.
ARTICLE XII: AMENDMENTS
Section 1: These bylaws may be amended by an affirmative vote of two thirds (2/3) of the members present at two consecutive meetings. Proposed amendments to the bylaws shall be posted in their entirety on the Fellow Feathers website at least ten days prior to the meetings.
Section 2: At least ten days before the meetings, the proposed amendments shall be e-mailed to those members who have provided the Club with their e-mail addresses.
Section 3: Any such amendments must be consistent with the provisions of the
Club’s permit agreements and any other requirements, regulations or agreements with state and local governments, other relevant authorities and affiliated organizations.
ARTICLE XIII: RIGHTS OF MEMBERS
All rights not specifically granted to the Directors/Officers are reserved to the members, including the right to set dues, fees, approve budgets and inspect all records including financial statements and agreements entered into by the Club.
ARTICLE XIV: INDEMNIFICATION
Section 1: Definitions. For the purposes of this Article, "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 which was a predecessor corporation of this
corporation or of another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative; and "expenses" includes,
without limitation, attorneys' fees and any expenses of establishing a right to
indemnification under this Article.
Section 2: Indemnification in Actions by Third Parties. This
corporation shall, to the fullest extent of the law, indemnify any person who was or is a
party or is threatened to be made a party to any proceeding (other than an action by or
in the right of this corporation to procure a judgment in its favor, an action brought
under Corporations Code section 5233 made applicable pursuant to Section 7238, or
an action brought by the Attorney General or a person granted relator 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, against
expenses, judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of this corporation
and, in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in the best interests
of this corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.
Section 3: Indemnification in Actions by or in the Right of this
Corporation. This corporation shall, to the fullest extent of the law, have the power to
indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action by or in the right of this corporation, or
brought under Corporations Code section 5233 made applicable pursuant to Section
7238, or brought by the Attorney General or a person granted relator status by the
Attorney General for breach of duty relating to assets held in charitable trust, to
procure a judgment in its favor by reason of the fact that such person is or was an
agent of this corporation, against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such person acted
in good faith, in a manner such person believed to be in the best interests of this
corporation, and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances. No indemnification
shall be made under Section 3:
(a) In respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable to this corporation in the
performance of such person's duty to this corporation, unless and only to the
extent that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for the expenses
which such court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court approval, unless
it is settled with the approval of the Attorney General.
Section 4: Indemnification Against Expenses. To the extent that an
agent of this corporation has been successful on the merits in defense of any
proceeding referred to in Section 2 or 3 of this Article or in defense of any claim,
issue or matter therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
Section 5: Required Determination. Except as provided in
Section 4 of this Article, any indemnification under this Article shall be made
by this corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent has met
the applicable standard of conduct set forth in Section 2 or 3 of this Article by:
(a) A majority vote of a quorum consisting of directors who are
not parties to such proceeding;
(b) Approval of the members, with the persons to be indemnified
not being entitled to vote thereon; or
(c) The court in which such proceeding is or was pending upon
application made by this corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by this
corporation.
Section 6: Advance of Expenses. Expenses incurred by a person
seeking indemnification under this Article in defending any proceeding covered by
this Article may be advanced by this corporation prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the agent to repay such
amount unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in this Article.
Section 7: Other Indemnification. No provision made by this
corporation to indemnify its or its subsidiary's directors or officers for the defense of
any proceeding, whether contained in the Articles, these Bylaws, a resolution of
members or directors, an agreement, or otherwise, shall be valid unless consistent with
this Article. Nothing contained in this Article shall affect any right to
indemnification to which persons other than such directors and officers may be entitled
by contract or otherwise.
Section 8: Forms of Indemnification Not Permitted. No
indemnification or advance shall be made under this Article, except as provided
in Section 4 or 5(b) of this Article, in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Articles,
these Bylaws, 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 it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 9: Insurance. This corporation shall have the power to
purchase and maintain insurance on behalf of any agent of this corporation against any
liability 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 such liability under the provisions of this Article.
Section 10: Nonapplicability to Fiduciaries of Employee Benefit Plans.
This Article does not apply to any proceeding against any trustee, investment
manager or other fiduciary of an employee benefit plan in such person's capacity as
such, even though such person may also be an agent of this corporation as defined in
Section 1 of this Article. This corporation shall have power to indemnify such
trustee, investment manager or other fiduciary to the extent permitted by
subdivision (f) of Section 207 of the California General Corporation Law.
Please see the proposed bylaw amendments below that the Fellow Feather's Board is recommending be discussed and voted on at our December 10, 2013 monthly club meeting. The proposed amendments are in italics and underlined since we are unable to highlight in a bulletin board post.
Best regards,
Tracey Story
Fellow Feathers of Fort Funston President
RESTATED BYLAWS
OF
THE FELLOW FEATHERS OF FORT FUNSTON HANG GLIDING CLUB,
a California Nonprofit Mutual Benefit Corporation
***DRAFT LANGUAGE IN ITALICS***
ARTICLE I: NAME
The Fellow Feathers of Fort Funston Hang Gliding Club (Club)
ARTICLE II: PRINCIPAL OFFICE
The principal office of the Corporation shall be address of the Corporation’s President. The Board of Directors may change the principal office from one location to another and note the change in the Bylaws. The change shall not be considered an amendment to the Bylaws.
ARTICLE III: PURPOSES
The purposes of this Corporation are to provide for the pleasure, recreation, comingling and fellowship of it members, hang gliding enthusiasts who fly at Fort Funston, property of the National Park Service in the Golden Gate National Recreation Area (GGNRA). In context of these general purposes, the Corporation shall:
A. Administer a non-commercial hang gliding program at Fort Funston
for members and non-members;
B. Preserve the Fort Funston/Westlake flying site by working with
governmental agencies and private individuals;
C. Promote hang gliding safety and education;
D. Improve the public image of hang gliding and educate the public
about hang gliding;
E. Facilitate insurance coverage for hang gliding at Fort
Funston, and
F. Hold meetings and activities promoting the exchange of ideas
and information about hang gliding.
ARTICLE IV: AFFILIATION
The Club may be affiliated with other organizations of similar purposes in a
manner determined by the members. Such organizations include but are not limited to the United States Hang Gliding and Paragliding Association (USHPA).
ARTICLE V: MEMBERSHIP
Section 1: Membership is open to anyone paying the annual dues and interested in the sport of hang gliding regardless of race, creed, sex or national origin.
Section 2: There shall be two classes of members: voting, and non-voting. To be a voting member and vote at a Club meeting, a pilot must have flown a hang glider on flights that originated at Fort Funston, for a total of 10 hours in the twelve months preceding the meeting. All members who are not voting members shall be non-voting members. Voting members may vote on matter of Club business and in Club elections. Non-voting members may not vote on matters of Club business and in Club elections.
Section 3: By majority vote the Executive Committee shall determine whether members are voting or non-voting. In making its determination, the Executive Committee shall consider logs, pilot statements and all other relevant information.
Section 4: By majority vote, the Club members may waive the 10-hour flying requirement to allow members who have made contributions to flying at Fort Funston to become voting members. The Club may have three voting members who have not fulfilled the flying requirement. These members shall be selected by a majority vote of the Club members present at a club meeting. The waivers shall be for the remainder of the calendar year. The Club members may grant waivers only when the total number of waivers is not more than three.
Section 5: No member or Director may vote by proxy. In accordance with California Corporate Code 7610, each member shall be entitled to one vote on each matter submitted to a vote of the members. In accordance with California Corporate Code 7211, each Director shall have one vote on each matter presented to the board of directors for action.
Section 6: Termination or Suspension of Membership
1: Cause of Termination:
Any membership shall terminate upon occurrence of the following event: A good faith determination by a minimum 2/3 vote of the Board of Directors that the member has failed in a material and serious degree to observe the rules of conduct governing this corporation as promulgated by the Board from time to time or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.
2: Procedure for Expulsion or Suspension of membership:
Following the determination that a member should be expelled or suspended under paragraph (1) above, the following procedure shall be implemented:
(A) A notice shall be sent by first class or registered mail to the most recent address of the member as shown on the corporation's records, setting forth the expulsion or suspension and the reasons therefore. The notice shall state the date, time, and place of the hearing. Such notice shall be sent at least 15 days before the proposed hearing.
(B) The hearing will be held, or the written statement considered, by the Board to determine if expulsion or suspension should take place. The member being expelled or suspended shall be given an opportunity to be heard, either orally or in writing, at the hearing.
(C) The Board of Directors shall decide, by a minimum 2/3 vote, whether or not the member should in fact be expelled or suspended. The decision of the Board shall be final.
(D) Any person expelled from the corporation shall receive a prorated refund of dues paid.
ARTICLE VI: MEETINGS
Section 1: Meetings. Meetings are held monthly for the purpose of conducting whatever business is brought before the members. Any change in the usual date, time or location will be posted on the Club web site prior to each meeting.
Section 2: Quorum. Business at any meeting may be conducted by a majority vote of the members present at the meeting.
Section 3: The Annual Board of Directors and Business Meeting of the Club is held during the month of December. The agenda for the Annual Business Meeting will include:
A. Presentation of annual reports by the relevant officers and committees.
B. Presentation by the Treasurer of an annual financial summary,
including a review of the past year’s financial results.
C. Election of Officers for the new year.
ARTICLE VII: FISCAL YEAR
The fiscal year is from October 1 to September 31.
ARTICLE VIII: BOARD OF DIRECTORS (OFFICERS)
Section 1: The Board of Directors (Officers) is the governing body and business
administrator of the Club and is the Executive Committee. It is responsible for carrying out the purposes of the Club. Subject to ratification by the members, the Board may sign contracts in the name of the Club, and control the expenditures of the Club’s funds consistent with the agreed budget. Major deviations from the budget must be approved in advance by a vote of the members.
Section 2: The Board of Directors consists of the President, Vice-President,
Secretary, Treasurer, Clubhouse Manager, Safety Director and Technical Officer.
Section 3: Election of Officers: Candidates are nominated at the November meeting. Elections are held at the Annual Business Meeting in December. A list of nominees is posted on the Club’s web site prior to the December meeting. Candidates may also be nominated and elected at the December meeting.
Section 4: All candidates for office must be voting members of the Club.
Section 5: Elections are decided by a simple majority.
Section 6: The term of office for all officers lasts until the next election.
However, officers may be nominated for re-election annually. The President may not serve more than three consecutive terms. Vacancies that may occur in any office during the year can be filled by a simple majority vote of the membership present at a regular meeting.
Section 7: The President presides at all meetings and is responsible for overall
leadership and management of the Club’s affairs. The President may appoint committees as needed, and signs contracts in the name of the Club, as authorized by the members.
Section 8: The Vice-President assumes all the powers and responsibilities of the
President in case of the absence or disability of the President.
Section 9: The Secretary keeps the minutes of the Club’s meetings, submits
minutes and notices of upcoming Club meetings and prepares any contracts or other documents required by the Club. The Secretary also manages all Club correspondence, keeps a current list of Club members, and keeps historical records for the Club.
Section 10: The Treasurer manages the receipt and disbursement of all the Club's
funds. The Treasurer maintains and, when required, presents up-to-date Profit and Loss
and Balance Sheet reports and proposed budgets; alerts and briefs the Board on financial issues, and advises the Board on financial policy.
Section 11: The Safety Director prepares reports for accidents resulting in significant injures and glider damage. The Safety Director investigates complaints of safety violations
Section 12: The Clubhouse Manager manages the Clubhouse at Funston where members store hang gliders.
Section 13: The Technical Officer introduces updates and maintains technologies employed by the club to enhance the site's flying experience, including the Club’s web site, wind talker, web cams, weather station and wireless Internet.
Section 14: If a Board position is unfilled, the responsibilities of that position will be re-assigned among the other Directors, at the discretion of the President, until the position is filled.
ARTICLE IX: SPECIAL COMMITTEES
Section 1: The President may at any time appoint special committees as necessary to undertake specific responsibilities. Any committee recommendations or proposals affecting the Club must be submitted to the members for approval at Club meetings.
Section 2: The Executive Committee shall meet at any time that reasonable notice is given to Executive Committee members for the purpose of conducting emergency business that should not wait for the next regular meeting or for a disciplinary hearing. Executive Committee meetings may be open or closed as the situation dictates. A report of all Executive Committee meeting will be given by the President at the next regular meeting.
ARTICLE X: REMOVAL FROM OFFICE
Any officer member may be removed from office, for cause, by a two thirds (2/3) vote of the members present at two consecutive Club meetings.
ARTICLE XI: DISCIPLINE
Since it is the Club’s duty to administer the hang gliding program at Fort Funston, the Club may revoke or suspend the flying privileges of members or non-members.
Section 1: For violating Fort Funston rules or generally accepted conduct, flying related or otherwise, at Fort Funston or club events, a pilot’s flying privileges may be suspended in the following manner:
A. For up to 7 days by a club officer;
B. For longer than 7 days, by a majority vote of the Executive Committee present at a hearing at which at least one witness to the violation or offense testifies and at which the accused pilot has the following rights:
1. Notice of violation, to be delivered a minimum of 15 days prior to the hearing;
2. Notice of hearing, to be delivered a minimum of 15 days prior to the hearing;
3. Name of witnesses to violation;
4. Opportunity to question witnesses;
5. Opportunity to be heard; and
6. Opportunity to produce witnesses.
C. The hearing shall be conducted by the President or Safety Director.
Section 2: A disciplinary action imposed by the Executive Committee may be
modified only by a majority vote of the Executive Committee.
ARTICLE XII: AMENDMENTS
Section 1: These bylaws may be amended by an affirmative vote of two thirds (2/3) of the members present at two consecutive meetings. Proposed amendments to the bylaws shall be posted in their entirety on the Fellow Feathers website at least ten days prior to the meetings.
Section 2: At least ten days before the meetings, the proposed amendments shall be e-mailed to those members who have provided the Club with their e-mail addresses.
Section 3: Any such amendments must be consistent with the provisions of the
Club’s permit agreements and any other requirements, regulations or agreements with state and local governments, other relevant authorities and affiliated organizations.
ARTICLE XIII: RIGHTS OF MEMBERS
All rights not specifically granted to the Directors/Officers are reserved to the members, including the right to set dues, fees, approve budgets and inspect all records including financial statements and agreements entered into by the Club.
ARTICLE XIV: INDEMNIFICATION
Section 1: Definitions. For the purposes of this Article, "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 which was a predecessor corporation of this
corporation or of another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative; and "expenses" includes,
without limitation, attorneys' fees and any expenses of establishing a right to
indemnification under this Article.
Section 2: Indemnification in Actions by Third Parties. This
corporation shall, to the fullest extent of the law, indemnify any person who was or is a
party or is threatened to be made a party to any proceeding (other than an action by or
in the right of this corporation to procure a judgment in its favor, an action brought
under Corporations Code section 5233 made applicable pursuant to Section 7238, or
an action brought by the Attorney General or a person granted relator 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, against
expenses, judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with such proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of this corporation
and, in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in the best interests
of this corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.
Section 3: Indemnification in Actions by or in the Right of this
Corporation. This corporation shall, to the fullest extent of the law, have the power to
indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action by or in the right of this corporation, or
brought under Corporations Code section 5233 made applicable pursuant to Section
7238, or brought by the Attorney General or a person granted relator status by the
Attorney General for breach of duty relating to assets held in charitable trust, to
procure a judgment in its favor by reason of the fact that such person is or was an
agent of this corporation, against expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action if such person acted
in good faith, in a manner such person believed to be in the best interests of this
corporation, and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances. No indemnification
shall be made under Section 3:
(a) In respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable to this corporation in the
performance of such person's duty to this corporation, unless and only to the
extent that the court in which such proceeding is or was pending shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for the expenses
which such court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court approval, unless
it is settled with the approval of the Attorney General.
Section 4: Indemnification Against Expenses. To the extent that an
agent of this corporation has been successful on the merits in defense of any
proceeding referred to in Section 2 or 3 of this Article or in defense of any claim,
issue or matter therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
Section 5: Required Determination. Except as provided in
Section 4 of this Article, any indemnification under this Article shall be made
by this corporation only if authorized in the specific case, upon a determination that
indemnification of the agent is proper in the circumstances because the agent has met
the applicable standard of conduct set forth in Section 2 or 3 of this Article by:
(a) A majority vote of a quorum consisting of directors who are
not parties to such proceeding;
(b) Approval of the members, with the persons to be indemnified
not being entitled to vote thereon; or
(c) The court in which such proceeding is or was pending upon
application made by this corporation or the agent or the attorney or other person
rendering services in connection with the defense, whether or not such
application by the agent, attorney, or other person is opposed by this
corporation.
Section 6: Advance of Expenses. Expenses incurred by a person
seeking indemnification under this Article in defending any proceeding covered by
this Article may be advanced by this corporation prior to the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the agent to repay such
amount unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in this Article.
Section 7: Other Indemnification. No provision made by this
corporation to indemnify its or its subsidiary's directors or officers for the defense of
any proceeding, whether contained in the Articles, these Bylaws, a resolution of
members or directors, an agreement, or otherwise, shall be valid unless consistent with
this Article. Nothing contained in this Article shall affect any right to
indemnification to which persons other than such directors and officers may be entitled
by contract or otherwise.
Section 8: Forms of Indemnification Not Permitted. No
indemnification or advance shall be made under this Article, except as provided
in Section 4 or 5(b) of this Article, in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Articles,
these Bylaws, 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 it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 9: Insurance. This corporation shall have the power to
purchase and maintain insurance on behalf of any agent of this corporation against any
liability 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 such liability under the provisions of this Article.
Section 10: Nonapplicability to Fiduciaries of Employee Benefit Plans.
This Article does not apply to any proceeding against any trustee, investment
manager or other fiduciary of an employee benefit plan in such person's capacity as
such, even though such person may also be an agent of this corporation as defined in
Section 1 of this Article. This corporation shall have power to indemnify such
trustee, investment manager or other fiduciary to the extent permitted by
subdivision (f) of Section 207 of the California General Corporation Law.