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.
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.
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.
Certification
of Membership. The corporation
shall annually issue certification of current membership.
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.
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.
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.
