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BY LAWS OF
COASTAL FLIERS, INCORPORATED The name of the
Corporation shall be Coastal Fliers,
Incorporated. ARTICLE I. OFFICES Principal office Section 1.01 The
principal office of the Corporation for its transaction of business is
located at 6540 Federal Boulevard, Lemon Grove, CA 91945. Change of Address Section 1.02 The Board of
Directors is hereby granted full
power and authority to change the principal office of the Corporation
from one location to another in California. Any such change shall be noted by the
Secretary in these Bylaws, but shall not be considered an amendment of these
Bylaws. ARTICLE II. MEMBERS Classification and
Qualification of Members Section 2.01. The Corporation shall have three (3)
classes of members as follows: Regular, Associate and Student Member. A Regular Member is defined as
a person who has purchased a full membership share in the Corporation. The terms Regular Member and shareholder,
as used in this document, are synonymous. An Associate Member is defined
as a person who is an immediate family member of a Regular Member. A Student Member is defined as a
person who will pursue a program of flight training using the Corporation’s
aircraft and instruction provided by Regular Members. Such members must
submit an application and be approved by a majority of the Board of
Directors. Associate and Student
Members are then subject to the Bylaws and such dues and fees as established
for that class of membership by the Board of Directors. Associate and Student Members are not
shareholders and do not have voting privileges. The Regular Member sponsoring such an
Associate Member is responsible for the financial obligations of the Associate
Member. A Student Member may be
required to provide a guarantor for their financial obligations suitable to
the Board of Directors. After
Student Members earn their pilot certificate, they must convert their
memberships to Regular or Associate to continue to operate Corporate
aircraft. No member shall convey,
transfer, assign or hypothecate his or her membership. Eligibility for Membership Section
2.02. Any person, as defined
in Section 5065 of the Corporation Code is eligible to a member of the Corporation. Admission to
Membership Section 2.03. Any person, as defined in Section 5065
of the Corporation Code, qualified and eligible for membership under Section
2.01 and Section 2.02 of these Bylaws, respectively, shall be admitted to
membership only on the approval of the Board of Directors of an application
submitted by such person in such form and in such manner as shall be
prescribed by the Board of Directors, and on the payment of the price of one
membership share, as specified in Section 2.04 of these Bylaws, and the first
monthly dues, as specified in Section 2.05 of these Bylaws. Application Fee Section 2.04. There shall be fees charged for, and
payable with, the application for membership as payment for one Regular
membership share or one Student membership. The amount of these fees shall be
determined by the Board of Directors. Dues Section 2.05. The monthly dues payable the
Corporation by Regular Members shall be in such amounts as shall be
determined by recommendation of the Board of Directors and approved by a
majority vote of the members present at a meeting pursuant to Section
3.04. Dues shall be payable for
the first month on admission to membership and monthly thereafter at such time
or times as may be fixed by the Board of Directors. A Regular Member, on learning of the
amount of dues determined by the Board of Directors, and the time or times of
payment fixed by the Board of Directors, may avoid liability for the dues by
promptly resigning their membership, except where the member is, by contract,
or otherwise, liable for the dues. Assessments Section 2.06. Regular Members shall be subject to
assessment for capitol contributions to enable the
Corporation to acquire assets.
Assessments shall be recommended by the Board of Directors and
approved by a majority vote of members present at a meeting pursuant to
Section 3.04. Assessments shall
be made payable at such times, or intervals, and on such notice, as
prescribed by the Board of Directors.
Any Regular Member, on learning of an assessment, may avoid liability
for it by promptly resigning their membership, providing that the member is
not otherwise liable for the assessment by contract. Membership Records Section
2.07. The Corporation shall
keep, in written form, membership records containing the name, address and
class of each member. These
records shall also contain the fact of termination and the date on which such
membership ceased. These records
shall be kept at such other place designated by the Board of Directors and
shall be subject to the rights of inspection required by law as set forth in
Section 2.08 of these Bylaws. A
member’s records shall be retained for a minimum of seven (7) years
after the termination of that member. Inspection Right of
Member Section 2.08(a). Subject to the Corporation’s
right to set aside a demand for inspection pursuant to Section 8331 of the
Corporation Code and the power of the court to limit inspection right
pursuant to Section 8332 of the Corporation Code, and unless the Corporation
provides a reasonable alternative as permitted by Section 2.08(c) of these
Bylaws, a member satisfying the qualifications set forth hereinafter may do
either or both of the following: (1) Inspect
and copy the record of all member’s names, addresses and voting rights
at reasonable times on five (5) business days’ prior written demand on
the Corporation which shall state the purpose for which the inspection is
requested, or (2) obtain
from the Secretary of the Corporation, on written demand and tender of a
reasonable charge, a list of the names, addresses and voting rights of those
members entitled to vote for the election of the Directors, as of the most
recent record date for which it has been compiled or as of the date of
demand. The demand shall state
the purpose for which the list is requested. The membership list shall be available
on or before the later of ten (10) business days after the demand is received
or after the date specified therein as the date as of which the list is to be
compiled. Members Permitted
to Exercise Rights of Inspection Section 2.08(b) The rights of inspection set forth in
Section 2.08(a) of these Bylaws may be exercised by the following: (1) Any
member, for a purpose reasonably related to such person’s interest as a
member, and, (2) The
authorized number of members for a purpose reasonably related to the
members’ interest as members. Alternative Method of Achieving Purpose Section
2.08(c) The
Corporation may, within ten (10) business days after receiving a demand pursuant
to Section 2.08(a) of these Bylaws, deliver to the person or persons making
the demand a written offer of an alternative method of achieving the
purpose identified in said demand
without providing access to, or a copy or, the membership list. An alternative method which
reasonably, and in a timely manner, accomplishes the proper purpose set forth
in a demand made pursuant to Section 2.08(a) of these Bylaws shall be deemed
reasonable, unless within a reasonable time after acceptance of the offer, the
Corporation fails to do those things which it offered to do. Any rejection of the offer shall be in
writing and shall indicate the reasons the alternative proposed by the
Corporation does not meet the purpose of the demand made pursuant to Section
2.08(a) of these Bylaws. Certificates of
Membership Section 2.09. The Board of Directors of the
Corporation shall provide for the issuance of certificates evidencing
membership in the Corporation.
The certificates issued by the Corporation shall state on the
certificate that the “Corporation is a nonprofit mutual benefit
corporation which may not make distributions to its members except on
dissolution”. Liability of
Members Section 2.10. A member of the Corporation shall not,
solely because of such membership, be personally liable for the debts of
liabilities of the Corporation. Transferability of
Membership Section 2.11. Neither
the membership in the Corporation nor any rights in the membership may be
transferred for value or otherwise. Termination of
Membership Causes (1)
The voluntary resignation of a members with
notice as prescribed by Section 2.13(b) of the Bylaws; (2)
Where a membership is issued for a period of
time, the expiration of such period of time; (3)
The death of a member; (4)
The dissolution of the Corporation by its
members; (5)
The non-payment of dues or assessments,
subject to the limitations set forth in Section 2.12(c) of these Bylaws; (6)
An established violation of the operating
rules for the Corporation aircraft.
In the case of an established violation of the operating rules for the
Corporation an action must be taken by a majority vote of the Board of
Directors. Such revocation
shall not release the member from any existing financial obligation to the
Corporation, nor does it preclude the Corporation from bringing any legal
action for damages against such member; (7)
Behavior or actions that bring discredit on
the Corporation, or statements of a libelous or slanderous nature directed at
the Corporation members, not in the best interests of the Corporation. In this revocation, action must be
taken by a unanimous vote of the Board of Directors; (8)
The membership of an Associate Member will
terminate for any of the causes listed in parts (1) through (7) of this
section of upon the termination of the sponsoring member, whichever occurs
first. Resignation by
Giving Notice Section 2.12(a) The
membership of any member of the Corporation shall automatically terminate on
such member’s written request for such termination delivered to the
President or the Secretary of the Corporation personally or deposited in the
United States first class mail. Nonpayment of Dues
or Assessments Section 2.12(b). The membership of any member who fails
to pay his or her dues or assessments when due, and within thirty (30) days
thereafter, shall automatically terminate at the end of a sixty (60) day
period, providing such member was given a written notice fifteen (15) days
prior to the end of the sixty day period stating the reasons for the
termination and a timely opportunity to be heard on the matter of
termination. The notice shall be given personally to such member or sent by
first class mail to the last address of such member as shown on the records
of the Corporation. The
opportunity to be heard may, at the election of such member, be oral or in
writing and shall occur not less than five (5) days before the effective date
of the termination. The hearing
shall be conducted at the Principal place of the Corporation. The hearing shall be presided over by
the President of the Corporation, who shall perform the following duties: (1) Read
the charges against the member; (2) Require
that the charges be verified by the testimony of the persons making them; (3) Hear
any other witness against the subject member; (4) Allow
the subject member to cross examine each witness following the testimony of
that witness; (5) Allow
the subject member to make a statement in his or her behalf; (6) Allow
the subject member to call witnesses in his or her behalf, and; (7) Allow
the members of the committee conducting the hearing to question the witnesses
after they have been questioned by the subject member The committee conducting the
hearing shall do so in good faith and in a fair and reasonable manner. The
committee shall have the exclusive power and authority to decide the matter
an order the termination, or to refrain from ordering the termination. Effect of Termination Section
2.12(c). All rights of a
member in the Corporation and in its property shall cease on the termination
of such member’s membership.
Termination shall not relieve the member form any obligation for
charges incurred, services or benefits actually rendered, dues, assessments,
or fees arising from contract or otherwise. The Corporation shall retain the right
to enforce any such obligation or obtain damages for its breach. Post Termination
Procedure Section 2.13. Upon the termination of membership for
whatever reason, the affected member shall deliver up for cancellation, the
share certificate and other property of the Corporation. The Board of Directors shall then
determine the amount of reimbursement due that member, as effected
by any outstanding obligation to the Corporation owed by that member. The Board of Directors shall
thereafter refund any balance to said member. ARTICLE
III. MEETINGS OF MEMBERS Location Section 3.01. Meetings of members shall be held at a
location within the State of California as may be designated from time to
time by resolution of the Board of Directors. Annual Meetings Section 3.02. The members shall meet annually for
the purpose of transacting business as may come before the meeting, including
the election of Directors for such terms as are fixed in Section 4.03 of
these Bylaws. If the election of
Directors shall not occur at any such meeting of the members, or without a
meeting by written ballot pursuant to Section 3.11 of these Bylaws, the Board
of Directors shall, or five percent (5%) of the members may, cause the
election of Directors to be held as it is reasonably possible after the
adjournment of the regular meeting of members. Special and Monthly
Meetings Section 3.03. Special meetings of members shall be
called and held by the Board of Directors at such location as is determined
in Section 3.01 of these Bylaws for regular meeting of members. Five percent (5%) or more of the
member of the Corporation may call special meetings for any lawful purpose. Monthly meetings will be held
at such times as the Board of Directors may so schedule and shall be reserved
for reports by officers and committees, comments and discussions by officers
and members, presentations on safety and operating procedures, and the like. Section 3.04. Written notice of every special and
annual meeting of members shall be either personally delivered or delivered
via e-mail or mailed by postage prepaid first class United States mail, not
less than fifteen (15) nor more than forty-five (45) days prior to the
meeting date, to each member entitled to vote on the record date for notice. In the event that notice is
given by mail or other means of written communication, the notice shall be
addressed to the member at the address of such member appearing on the books
of the Corporation or at the address given by the member to the Corporation
for the purpose of notice. Where
no such address appears or is given, notice shall be given at the principal
office of the Corporation. The
Secretary of the Corporation, or any transfer agent specially designated by
the Secretary for the purpose herein mentioned, shall execute an affidavit of
the giving of the notice of the meeting of members. In the case of a specially called
meeting of members, notice that a meeting will be held at a time requested by
the person or persons calling the meeting, in not less than thirty-five (35)
nor more than ninety (90) days after receipt of the written request from such
person or persons by the Chairman of the Board of the Corporation, shall be
sent to the members forthwith and in any event within twenty (20) days after
the request was received. No meeting of members may be
adjourned more than forty-five (45) days. If a meeting is adjourned to
another time or location, and thereafter a new record date is determined for
notice or voting, a notice of the adjourned meeting shall be given to each
member of record who, on the record date for notice of the meeting, is
entitled to vote at the meeting. Contents of Notice Section 3.05. The notice shall state the date, time
and location of the meeting. The
notice of any meeting at which the Directors are to elected shall include the
names of all those who are nominees at the time the notice is given to the
members. Waivers, Consents
and Approval Section 3.06. The
transactions of any meeting of members, however called and noticed, and
wherever held, shall be as valid as though it were held at a meeting duly
held after regular call and notice, if a quorum is present either in person
or by proxy, and if, either before or after the meeting, each of the persons
entitled to vote but not present in person or by proxy, signs a written
waiver of notice, a consent to the holding of the meeting, or an approval of
the minutes of the meeting. All
such waivers, consents and approvals shall be filed with the Corporate
records. Quorum Section 3.07. A quorum at any meeting of members
shall consist of one third of the then existing regular members. For purposes of this bylaw,
“voting power” means the power to vote for the election of
directors at the time any determination of voting power is made and does not
include the right to vote on the occurrence of some condition or event which
has not yet occurred. Loss of Quorum Section
3.08. 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 such action taken, other than
adjournment, is approved by at least a majority of regular members required
to constitute a quorum. Adjournment for
Lack of a Quorum Section 3.09. In the absence of a quorum, any
meeting of members may be adjourned from time to time by vote of a majority
of the votes represented either in person or by proxy, but no other business
may be transacted except as provided in Section 3.08 of these Bylaws. Voting of
Membership Entitlement Section 3.10(a). Each Regular Member is entitled to one
vote on each matter submitted to a vote of the members. Record Date of
Membership Section 3.10(b). The Board of Directors shall fix, in
advance, a date as the record date for the purposes of determining the
members entitled to notice of and vote at any meeting of members. Such former record date shall not be
more than ninety (90) nor less than fifteen (15) days before the date of the
meeting. Such latter record date
shall not be more than sixty (60) days before the date of the meeting. The Board of Directors shall also fix,
in advance, a date as the record date for the purpose of determining the
members entitled to exercise any rights in respect of any other lawful
action. Such record date shall
not be more then sixty (60) days prior to such
other action. Proxy Voting Section 3.10(c). Regular Members entitle to vote, as
set forth in Section 3.10(a) of these Bylaws, shall have the right to vote
either in person or by written proxy executed by such person or his or her
duly authorized agent and filed with the Secretary of the Corporation, except
as otherwise expressly provided in these Bylaws, provided, however, that a
proxy shall not be valid after the expiration of eleven (11) months from the
date thereof unless provided in the proxy. The maximum term of any proxy shall be
three (3) years from the date of its execution. Every proxy shall continue in full
force and effect until revoked in writing by the person executing it prior to
the vote pursuant thereto. Conduct of Meeting Chairman Section 3.11(a). The President of the Corporation or,
in his or her absence, any other person chosen by a majority of the voting
members present in person or by proxy shall be Chairman and preside over the
meeting of the members. Secretary of
Meetings Section 3.11(b). The Secretary of the Corporation shall
act as the secretary of all meetings of members, provided that in his or her
absence the Chairman of the meetings of members shall appoint another person
to act as secretary of the meetings. Rules of Order Section 3.11(c). The Robert’s Rules of order, as
may be amended from time to time, shall govern the meetings of members
insofar as such rules are not inconsistent or in conflict with these Bylaws,
the Articles of Incorporation of this Corporation or the law. Inspectors of
Election Appointment Section 3.12(a). In advance of any meeting of members,
the Board of Directors may appoint inspectors of elections to act at the
meeting and any adjournment thereof.
If the inspectors of election are not so appointed, or if any persons
so appointed fail to appear or refuse to act, the Chairman of any meeting
may, and on request of any member or member’s proxy must, appoint
inspectors of election at the meeting.
There shall be three (3) inspectors. Duties Section 3.12(b). The inspectors of election shall
perform the following duties: (1) Determine
the number of voting memberships outstanding and the voting power of each,
the number of represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; (2) Receive
votes, ballots or consents; (3) Hear
and determine all challenges and questions in any way arising in connection
with the right to vote; (4) Count
and tabulate all votes and consents; (5) Determine
when the polls shall close; (6) Determine
the results, and; (7) Do
such acts as may be proper to conduct the election or vote with fairness to
all members. Vote of Inspectors Section 3.12(c). The decision, act or certificates of
majority is effective in all respects as the decision, act or certificate of
all. Report and
Certificate Section 3.12(d). On request of the Chairman or any
member of member’s proxy the inspectors of election shall make a report
in writing concerning the performance of their duties and execute a
certification of any fact found by them.
Any report or certificate made b the
inspectors of elections shall be prima facie evidence of the facts therein. ARTICLE IV. DIRECTORS Section 4.01. The
Corporation shall have seven (7) Directors. Collectively, the Directors shall be
known as the Board of Directors.
Said Board of Directors shall have the authority to make and enforce
reasonable rules and regulations for the operation of aircraft belonging to
or used by the Corporation, for conduct of Corporation activities and other
matters affecting the safe, efficient and business-like management of
Corporation affairs. Qualifications Section 4.02. The Directors of the Corporation shall
reside in the state of California and shall be members of the Corporation. Terms of Office Section 4.03. The term of office for each Director
will be for a period of one (1) years or until the next annual meeting as
prescribed in Section 3.02 of these Bylaws and until the Director’s
successor is elected and qualifies under these Bylaws. In the event a Director is removed at
a special meeting of the members called and held as prescribed by the Bylaws,
the Director shall hold office until his or her removal and his or her
successor is elected and qualified, and no longer. Nomination Section 4.04. Any person qualified to be a Director
under Section 4.02 of these Bylaws may be nominated by the method of
nomination authorized by the Board of Directors or by any other method
authorized by law. Election Section 4.05. The positions of Directors whose term
will expire shall be elected at each annual meeting as prescribed in Section
3.02 of these Bylaws. The
candidates receiving the highest number of votes up to the number of
Directors to be elected are elected.
Directors shall be eligible for reelection without limitation on the number
of terms they may serve, provided they continue to meet qualifications
required by Section 4.02 of these Bylaws. The President of the Corporation will
be elected by a vote of the membership. Section 4.06. The Directors shall serve without compensation. Meetings Call of Meetings Section 4.07(a). Meetings of the Board of Directors may
be called by the Chairman of the Board of Directors (President of Vice
President) or the Secretary or any two (2) Directors. Meeting Location Section 4.07(b). All meetings of the Board of Directors
shall be held at the principal office of the Corporation as specified in
Section 1.01 of these Bylaws or as changed from time to time as provided in
Section 1.02 of these Bylaws. Regular Meeting
Time Section 4.07(c). Regular meetings of the Board of
Directors shall be held at a minimum every three months (3) at such time and
location as the Board of Directors may direct. Special Meetings Section 4.07(d). Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors or the Vice
President or the Secretary or any two (2) Directors. Special meetings shall be held on four
(4) days notice by first class mail, postage
prepaid, or on forty-eight (48) hours notice
delivered personally or by telephone or telegraph. Notice of the special
meetings need not be given to any Director who signs a waiver of notice or a
written consent to holding the meeting or an approval of the minutes thereof,
whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of such notice to
such Director. All such waivers,
consents and approvals shall be filed with the Corporate records or made a
part of the minutes of the meetings. Quorum Section 4.07(e). A majority of the authorized number of
Directors constitutes a quorum of the Board of Directors for the transaction
of business, except as hereinafter provided. Transactions of the
Board of Directors Section 4.07(f). Except as otherwise provided in the
Articles, in these Bylaws, or by law, 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 is the act of the Board of Directors, provided, however, that any meeting
at which a quorum was initially present may continue to transact business
notwithstanding the withdrawal of Directors if any action is approved by at
least a majority of the required quorum for such meeting. Conduct of Meetings Section 4.07(g). The Chairman of he Board of Directors or, in his absence, any Director
selected by the Directors present, shall preside at meetings of the Board of
Directors. The Secretary of the
Corporation or, in the Secretary’s absence, any person appointed by the
presiding officer, shall act as Secretary of the Board of Directors. Members of the Board of Directors may
participate in the meeting through use of conference telephone or similar
communication equipment, so long as all members participating in such meetings
can hear one another. Such
participation shall constitute personal presence at the meeting. Adjournment Section 4.07(h). A majority of the Directors present,
whether a quorum or not, may adjourn any meeting to another time and
location. If the meeting is
adjourned for more than twenty-four (24) hour, notice of the adjournment to
another time or location must be given prior to the time of the adjourned
meeting to the Directors who were not present at the time of the adjournment.
Action Without
Notice Section 4.08. 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 of Directors, individual or collectively, consent in writing to
such action. Such written
consents shall be filed with the minutes of the proceedings of the Board of
Directors. Such action by written
consent shall have the same force and effect as the unanimous vote of such
Directors. Removal of
Directors Removal for Cause Section 4.09(a). The Board of Directors may declare
vacant the office of a Director
on the occurrence of any of the following events: (1) The
Director has been declared of unsound mind by a final order of court; (2) The
Director has been convicted of a felony, or; (3) The
Director has been found by a final order of judgment of any court to have
breached duties imposed by Section 7238 of the Corporations Code on directors
who perform functions with respect to assets held in charitable trust, or; Removal Without
Cause Section 4.09(b). Any or all Directors may be removed
without cause if, where the Corporation has fewer than fifty (50) members,
such removal shall be approved by a majority of the members pursuant to
Section 5033 of the Corporations Code, or, where the Corporation has more
than fifty (50) members, such removal shall be approved by the members within
the meaning of Section 5034 of the Corporations Code. Resignation of
Director Causes Section 4.10. Any Director may resign effective on
giving written notice to the Chairman of the Board of Directors, the
President, the Secretary, or the Board of Directors of the Corporation,
unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation
is effective at a future time, a successor may be elected to take office when
the resignation becomes effective. Vacancies on the
Board Causes Section 4.11(a). Vacancies on the Board of Directors
shall exist on the death, resignation or removal of any Director, whenever
the number of Directors authorized is increased, and on the failure of the
members in any elections to elect the full number of Directors authorized. Filling Vacancies
by Members Section 4.11(b). Except as otherwise provided in the
Articles or these Bylaws and except for a vacancy created by the removal of a
Director pursuant to Section 4.09 of these Bylaws, vacancies on the Board of
Directors may be filled by approval of the Board of Directors, or, if the
number of Directors then in office is less than a quorum, by (1) the
unanimous written consent of the Directors then in office; (2) the
affirmative vote of a majority of the Directors then in office at a meeting
held pursuant to notice or waivers of notice as provided in Section 4.07 of
these Bylaws, or; (3) a sole remaining Director. Vacancies filled by this
section will be valid until the next annual meeting in which the unexpired
term will be filled by an election of the members. Filling Vacancies
by Members Section 4.11(c). Vacancies created by removal of
Directors shall be filled only by approval of the members with the meaning of
Section 5034 of the Corporations Code.
The members may elect a Director at any time to fill any vacancy not
filled by the Directors. ARTICLE V. OFFICERS Number and Titles Section 5.01. The officers of the Corporation shall
be a President, Vice President, Secretary, Treasurer, Safety and Training
Officer, and Operations Officer.
The Chairman shall be the President of the Board of Directors and is
the Chief Executive officer of the Corporation. Appointment and
Resignation Section 5.02. The Officers shall be chosen by and
serve at the pleasure of the Board of Directors, subject to the rights, if
any, of an officer under the contract of employment. Any officer may resign at any time on
written notice to the Corporation without prejudice to the rights, if any, of
the Corporation under any contract to which the officer is a party. Duties of Officers Section 5.03 The President shall
be the presiding officer at all corporate meetings. The Vice President shall
substitute for the President in his or her absence. The Secretary shall arrange for the
taking and keeping of corporate minutes, correspondence and other written
records of the Corporation. The
Treasurer shall be responsible for the maintenance of the accounts; for
collecting all funds due to the Corporation, for depositing such funds in a
financial institution approved by the Board of Directors and for the
safekeeping of the money of the Corporation. The Safety and Training Officer shall
be responsible for determining and promulgating standards for the training of
members and safe use of membership aircraft and other equipment. The Operations Officers shall be
responsible for the maintenance, airworthiness and scheduling of Corporation
aircraft and equipment. ARTICLE VI. CORPORATION RECORDS,
REPORTS AND SEAL Keeping Records Section 6.01. The Corporation shall keep adequate
and correct records of account and minutes o the
proceedings of its members, Board of Directors and committees of the Board of
Directors. The Corporation shall
also keep a record of its members giving their names and addresses and the
class of membership held by each member.
The minutes shall be kept in written form. Other books and records shall
be kept either in written form or in any form capable of being converted into
written form. Annual Report Section 6.02. The Corporation shall notify each
member yearly of the member’s rights to receive a financial report
pursuant to the Corporations Code Section 8321(a). On the written request of a member,
the Board of Directors shall promptly cause the most recent Annual Report to
be sent to the requesting member.
The Annual Report shall be prepared not later than one hundred twenty
(120) days after the close of the Corporations fiscal year. The Annual Report
shall contain, in appropriate detail, the following: (1) A
balance sheet as of the end of the fiscal year and income statement and
statement of changes in financial position for such year; (2) A statement of the location of the
names and addresses of the current members, and; (3) Any
information concerning certain transactions and indemnifications required by
the Corporation Code 8322. The Annual Report shall be
accompanied by any report thereon of independent accountants or, if there is
not such a report, certification of any authorized officer of the Corporation
that such statements were prepared without audit
from the books and records of the Corporation. Annual Statement of
Certain Transactions and Indemnifications Section 6.03. The Corporation shall furnish annually
to its members a statement of any transaction or indemnification described in
Corporation Code 8322 (d) and (e), if such transactions or indemnification
took place. Such annual statement
shall be affixed to and sent with the annual report described in Section 6.02
of these Bylaws. Corporate Seal Section 6.04. The Board of Directors shall adopt a
corporate seal which shall be un the form and design of a circle bearing the
inscription “Coastal Fliers, Inc., incorporated 1988”. The Secretary of the Corporation shall
be custodian of the seal and my affix it in all appropriate cases to all
corporate documents. Failure to
affix the seal shall not, however, affect the validity of the instrument. Expenditure Limitations Section
6.05. With the exception of
normal recurring billings, any expenditure of more than two hundred fifty
($250) dollars shall require the approval of two members of the Board of
Directors. Sale of Corporate
Assets Section 6.06. Assets of the Corporation shall be
disposed of only after approval of the Board of Directors. CERTIFICATE OF THE
SECRETARY OF COASTAL FLIERS, INC. A California
Nonprofit Corporation I herby
certify that I am the duly elected Secretary of said Corporation and that
foregoing Bylaws, comprising sixteen (16) pages, constitute the Bylaws of
said Corporation as duly adopted at the special meeting of the Corporation
thereof held March 11, 2010. Dated: March 11, 2010_______ ____/s/___________________ Charles
I. Zigelman, Secretary Revised 3/2012,
Coastal Fliers, Inc. |
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