Fiscal Year. The
fiscal year of the Corporation shall begin on the first day
of July and end on the thirtieth day of June in each year.
Dues to
Which Members Are Subject. The
annual dues which the Members of the Corporation shall be obligated
to pay shall be as follows:
(a) Active Members. The
Board shall determine the annual dues payable by all Active
Members which shall be based on a fixed amount per death certificate
submitted by each Active Member during the preceding calendar
year; provided, however, that in no event shall the annual
dues payable by Active Members exceed Three Dollars ($3.00)
per death certificate for the fu'st one thousand (1,000) certificates
submitted by an Active Member and all of its Affiliated Licensees
(as defined in Article IV, Section 1 (a) herein) in the preceding
calendar year and One Dollar ($1.00) per certificate for
all certificates in excess of one thousand (1,000) submitted
by an Active Member and all of its Affiliated Licensees in
the preceding calendar year. In the event any Active Member
was not a Licensee (as defined in Article IV, Section l(a)
herein) during the preceding calendar year, then the annual
dues payable by such Active Member shall be One Hundred Dollars
($100.00).
(b) Associate Members. The
annual dues for Associate Members shall be determined by the
Board.
(c) Special Members. The
Board shall determine the annual dues payable by all Special
Members which shall be based on the amount of gross sales in
California; provided, however, that in no event shall the annual
dues payable by Special Members exceed (i) Three Hundred Dollars
($300) for Special Members whose gross sales in California for
the preceding calendar year are under Five Hundred Thousand Dollars
($500,000), (ii) Four Hundred Dollars ($400) for Special Members
whose gross sales in California for the preceding calendar year
are at least Five Hundred Thousand Dollars ($500,000) but
less than One Million Dollars ($1,000,000), and (iii) Five
Hundred Dollars ($500) for Special Members whose gross sales
in California for the preceding calendar year are One Million
Dollars ($1,000,000) or more.
(d) Honorary Members. Honorary Members of the Corporation
shall not be required to pay dues.
(e) Former Active Members. The annual dues for Former Active
Members shall be determined by the Board.
Payment
of Dues. Dues, except for Active Members, shall be payable on the first
day of July of each fiscal year, and must be paid in full within
thirty. (30) days thereafter. Active Member dues shall be payable
quarterly in four (4) equal installments, rounded to the nearest
quarter dollar, on the first day of July, October, January
and April of each fiscal year, and must be paid in full within
thirty (30) days thereafter. The Board may, as an incentive,
offer a discount to Active Members to encourage full payment
of their annual dues. Such offer shall expire on July thirty-first
(31) of each fiscal year when offered.
Assessments. The Board of Directors
may from time to time levy assessment only upon Active Members
but shall not levy assessments totaling more than Twenty-Five
Dollars ($25) in any one fiscal year without first obtaining
written consent or vote of at least two-thirds of such members.
No assessments shall be levied upon other members.
Checks.
Drafts. Etc. All checks, drafts,
or orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the corporation shall
be signed by such Officer or Officers, agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the Board. In the absence of such
determination by the Board, such instrument shall be signed
by the Chief Financial Officer or an Assistant Chief Financial
Officer and countersigned by the President or Vice-President
of the Corporation.
Contracts. The Board may authorize any
Officer or Officers, agent or agents of the Corporation, in
addition to the officers so authorized by these Bylaws, to
enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Deposits. All funds of the Corporation
shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other federally insured
depositories as the Board may select.
Gifts. The Board may accept on behalf
of the Corporation any contribution, gift, bequest, or device
for the general purposes or for any special purpose of the
Corporation.
Books, Records
and Financial Statements. The Corporation shall keep correct and complete books and records
of account and shall also keep minutes of the proceedings of
its members, Board, and committees having any of the authority
of the Board and shall keep at the registered or principal
office a record giving the names and addresses of the Members
entitled to vote.
Inspection
of Books and Records.
(a) Inspection by Members. All accounting
books and records, minutes of proceedings of the Members, the
Board and committees of the Board and membership lists and
papers of the Corporation shall at all times, during reasonable
business hours, be subject to the inspection of any Member
or his/her duly appointed representative at the offices of
the Corporation for any purpose reasonably related to the Member's
interest as such. Member's rights of inspection hereunder shall
be exercisable on ten (10) days' written demand on the Corporation,
which demand shall state the purpose for which the inspection
rights are requested. Inspection rights shall be subject to
the Corporation's right to offer a reasonable alternative to
inspection within ten (10) days after receiving the Member's
written demand (as more particularly set forth in Section
8330 and following of the California Nonprofit Mutual Benefit
Corporation Law). A Member's right of inspection includes
the right to make extracts and copies of documents.
(b) Rules Regarding Exercise
of Inspection Rights. The Board may establish reasonable rules with respect
to (i) notice of inspection, (ii) hours and days of the week
when inspection may be made, and (iii) payment of the cost
of reproducing copies of documents requested by the Member.
(c) Inspection by Directors. Every director
shall have an absolute right at any reasonable time to inspect
all books, records, documents and minutes of the Corporation
and the physical properties owned by the Corporation. The right
of inspection by a director includes the right to make extracts
and copies of documents.
Right to
Receive Annual Report. The
Corporation will within one hundred twenty (120) days after
the close of its fiscal or calendar year mail to each active
member upon request a statement of income and disbursements,
statement of changes in financial position and balance sheet
as of the close of the calendar or fiscal year; a statement
of the place where the names and addresses of current members
are located; and a statement of any transaction or indemnification
pursuant to Corporations Code Section 8322. The above information
shall be accompanied by any report thereon of independent
accountants or if there is no such report, the certificate
of an authorized officer of the Corporation that such statements
were prepared without audit from the books and records of
the Corporation.
