BY-LAWS
OF
KIWANIS OF OCEANSIDE PACIFIC FOUNDATION, INC.
ARTICLE I
Offices
Section 1.1 The principal office of the Corporation for its transaction of business is located in the City of Oceanside and County of San Diego at such location as the Board of Trustees shall determine from time to time.
ARTICLE II
Members
Section 2.1. The corporation shall have one class of members only and each member has equal voting rights. All members of the OCEANSIDE PACIFIC KIWANIS CLUB of San Diego County, California shall be members of this corporation upon their election and qualification for membership in said Club. Persons ceasing to be members of the OCEANSIDE PACIFIC KIWANIS CLUB, for any reason whatsoever, shall thereupon cease to be members of this corporation.
ARTICLE III
Meetings of Members
Section 3.1. The annual meeting of the members of the corporation for the transaction of such business as may be necessary or advisable shall be in November of each year at the same place as the regular meeting of the OCEANSIDE PACIFIC KIWANIS CLUB. Written notice of such annual meeting shall be given.
Section 3.2. Special meetings may be held at any time on the call of the President, or by order of the Board of Trustees, or on the written request of five (5) members. Notice of the time and place for holding any such meeting shall include a statement of the object thereof, and shall be given to the members in such manner as the President or the Board of Trustees may order.
Section 3.3. The majority of the Board of Trustees shall constitute a quorum for the holding of any meeting and the transaction of business.
Section 3.4. Any meeting may be
adjourned from time to time until its business
is completed; and the members present at the initial session of any meeting,
or a later one to which it has been adjourned, at which a quorum is lacking,
may adjourn from time to time until a quorum shall be present. ARTICLE IV
Board of Trustees
Section 4.1. The governing body of this corporation shall be known and referred to as the Board of Trustees, and shall consist of the duly elected, qualified and acting officers and directors of the OCEANSIDE PACIFIC KIWANIS CLUB. Said Trustees shall serve concurrent with their respective terms of office as officers and directors of the OCEANSIDE PACIFIC KIWANIS CLUB until their respective successors shall be duty elected and qualified.
Section 4.2. The Board of Trustees shall have the entire and complete control and management of the corporation, except as to such matters as by statute must be submitted to the members.
Section 4.3. The Board of Trustees shall hold such meetings, either regular or special, at such times and places as it shall determine, and upon such notice as it may provide.
Section 4.4. The Board of Trustees may authorize such committees as it desires to carry on the functions and achieve the purposes of the corporation, and shall provide for their appointment and respective functions and duties. The President of the corporation may appoint other committees for special purposes.
Section 4.5. The Directors will serve without compensation.
ARTICLE V
Officers
Section 5.1. The officers of this corporation shall be: a President, one or more Vice-Presidents (of which the titles may include a designation of rank), a Secretary and a Treasurer. The offices of Secretary and of Treasurer may be held by the same person. The duly elected officers of the OCEANSIDE PACIFIC KIWANIS CLUB, shall serve in the same capacities as officers of this corporation concurrent with their terms of office in the OCEANSIDE PACIFIC KIWANIS CLUB.
ARTICLE Vl
Amendments
Section 6.1. These By-Laws may be amended or repealed, by approval of the members.
DATED FEB-06-2001
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SECRETARY