Article III

  1. Members of the Corporation. The Members of this Corporation shall include and be limited to natural persons and organizations which meet the criteria set forth for the various classes of membership in Article IV, Section 1, below.
  2. Election of New Members. Each prospective new Member of this Corporation shall not have been a Member during the preceding fiscal year and shall, with the exception of candidates for the classification of Honorary Member, make writ-ten application to the Board upon forms prescribed by the Board and pay the application fee set by the Board. Each new Member shall be elected by the Board by an affirmative vote of two-thirds of the directors present at a duly held Board meeting.
  3. Membership Book. The Corporation shall keep, publish and mail to each Member within one-hundred-twenty (120) days following the close of each fiscal year a membership book or roster containing each Member’s name and address and any other pertinent data as may be prescribed by the Board.
  4. Certification of Membership.The corporation shall annually issue certification of current membership.
  5. Expulsion, Suspension. or Termination of Membership.
     
    (a) Cause for Termination. The Board of Directors, by affirmative vote of two-thirds of all of the directors present at a duly held Board meeting with a quorum present, may terminate the membership of any Member for violation of any provision of these Bylaws or for other cause recognizable under law. Cause for termination of membership shall specifically include, but hot be limited to, (i) a Member’s failure to pay in full any assessment or dues, or any installment thereof, within thirty (30) days of the date upon which it becomes payable, (ii) the sale or other transfer of a Member’s interest in the business which qualified such Member for membership pursuant to Article iV, Section 1 herein, and (iii) failure of a Member to operate the business which qualified such Member for membership pursuant to Article IV, Section 1 herein as a going concern.

    (b) Notice and Opportunity to Be Heard. If the Board is to consider the termination of a Member, the Board shall provide at least fifteen (15) days prior written notice of the proposed termination and the reasons therefore to the affected Member by first class or registered mail sent to the last known address of the affected Member as shown in the Corporation’s records. The Board shall further provide an opportunity for such Member to be heard orally or in writing at a Board meeting to be conducted at least five (5) days prior to the effective date of any proposed Board decision to terminate such Member.

    (c) Reinstatement of Membership. Any Member who is terminated pursuant to this Section 5 for failure to pay assessments or dues, or any installment thereof, within thirty (30) days of the date upon which it becomes payable may be reinstated at any time during the remainder of the fiscal year by making payment in full of all dues and assessments in arrears plus a reinstatement fee of One Hundred Dollars ($100.00).

    (d) Refund. No Member who is terminated shall be entitled to a refund of application fees, dues or assessments.

  6. Resignation of Membership. Any member may resign by filing a written resignation with the Secretary. No application fees, dues or assessments shall be refunded in the case of resignation of membership.
  7. Members Other than Active Members. The Corporation may refer to persons who are members pursuant to subsections Co), (c), (d), and (e) of Section 1 as “Members”, but no such reference shall constitute anyone a member within the meaning of Section 5056 of the California Nonprofit Mutual Benefit Corporation Law. References in these Bylaws to “Members” shall mean members as defined in Section 5056, that is Active Members.