ARTICLE I. OFFICES
The principal office of the South Lake Tahoe Cancer League for its transaction of business is located in the City of South Lake Tahoe, County of El Dorado, California, USA.
Change of Address
The county of the League’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date, and such changes of address shall not be deemed an amendment of these Bylaws.
ARTICLE II. STATEMENT OF PURPOSE
Objective and Purposes
The South Lake Tahoe Cancer League is a local volunteer organization offering help and assistance to local cancer patients who are permanent residents of the South Lake Tahoe area between Glenbrook, Nevada and the Placer/El Dorado County Line, California.
ARTICLE III. MEMBERS
Classification of Members
(a) The League shall have four (4) classes of membership only designated as Regular, Life, Business and Honorary. Each Regular, Business and Life member shall have equal voting and other rights. Honorary members shall not have voting rights or the right to hold any office in the League. No person shall hold more than one membership in the League.
(b) Definitions of classes of membership:
- Regular Member submits a completed application, pays annual dues an abides by all Bylaws, Rules and Regulations of the League
- Business Member submits a completed application, pays annual dues an abides by all Bylaws, Rules and Regulations of the League
- Life Membership is awarded to a member by the Board of Directors for outstanding achievement in service or by maintaining continued Regular Membership for 15 years.
- Honorary Membership is membership recognition awarded to a non-member who contributes service to the League.
Eligibility for Membership
Any person is eligible to be a member of the South Lake Tahoe Cancer League.
Qualification of Members
Any person eligible for membership shall be admitted to membership upon submission of an application for membership as well as a “mentor contact” who is a current member and upon payment of dues. Dues submitted are non-refundable and not pro-rated. Dues are not required for Life and Honorary Members.
(a) Regular member dues shall be payable for the first year on admission to membership and annually thereafter. The annual membership dues are payable on the first day of May and shall be delinquent after May 31st. If not paid by that date, membership may be terminated. The Board of Directors fixes the amount of dues.
(b) Business member dues shall be payable for the first year on admission to membership and annually thereafter upon the renewal date. If not paid by that date, membership may be terminated. The Board of Directors fixes the amount of dues.
Memberships shall not be responsible for any charges other than their dues.
Number of Members
There shall be no limit on the number of members the League may admit.
Transferability of Membership
Neither the membership in the League nor any rights in the membership may be transferred or assigned for value or otherwise.
The league shall keep in written form, or in any form capable of being converted into written form, a membership book containing the name, address (physical and/or PO Box), phone number, date of membership and date of termination of each member. Membership records shall be retained as prescribed per IRS Guidelines.
Non-Liability of Member
A member of the League shall not solely, because of such membership, be personally liable for the debts obligations, or liability of the League.
Termination of Membership
(a) The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes:
- The voluntary resignation of a member
- The death of a member
- The non-payment of dues.
(b) Non-payment of Dues. The membership of any member who fails to pay his or her dues when due and within thirty (30) days thereafter shall automatically terminate at the end of such thirty (30) day period, provided such member was given a fifteen (15) day’s prior written notice of the termination stating the reasons therefore and the timely opportunity to be heard on the matter of the termination by the Board of Directors. Notice that annual dues are payable and that membership rights shall terminate thirty (30) days after the said due date shall be sufficient compliance with the notice requirement hereinabove. 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 League.
ARTICLE IV. MEETINGS OF MEMBERS
Meetings of members shall be held at such locations designated by the Board of Directors.
Date and Time
The members shall meet annually in April of each year beginning with the year 1984 at a time designated for the purpose of transacting such proper business as may come before the members, including the election of Directors such terms as are hereinafter fixed. If the election shall not occur at any such meeting of the members or without a meeting by written ballot pursuant to these Bylaws, the Board shall, or five (5) percent of the members may, cause the election of Directors to be held at a special meeting of members called and held as soon as it is reasonably possible after the adjournment of the regular meeting of the members as set by the Board of Directors.
Special meetings of members shall be called by the Board of Directors or the President of the League and held at such place within the State of California as is above for regular meetings of the members, or at such times and places within the State of California as may be ordered by resolution of the Board of Directors. Where the purpose of the special meeting is the removal of Directors and the election of their replacements, ten (10) percent or more of the members of the League may call special meetings for such purpose. If a Special Meeting is not held, a Proxy Ballot will be sent to each member for their vote to be returned via US mail or electronic media.
Notice of Meetings
Written notice of every meeting of the members shall be either personally delivered, transmitted via email or published in the newspaper fifteen (15) days before the date of the meeting to each member who is entitled to receive such notice. The Secretary of the League shall execute an affidavit of the giving of the notice of the meeting of members. In the case of specially called meeting of members, notice that a meeting will be held at a time requested by the person or persons calling the meeting not less than fifteen (15) days nor more than thirty (30) days after receipt of the written request from such person or persons by the President of the League shall be sent to the members forthwith and in any event within twenty (20) days after the request was received.
Contents of Notice
The notice shall state the place, date and time of the meeting. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.
A quorum at any general meeting of members shall consist of a majority of the voting power represented in person or by proxy. For the purposes of this Bylaw, “voting power” means the power to vote the election of Directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred.
Loss of Quorum
Once a quorum has been met, consideration of any business may continue in the event the quorum is lost.
Adjournment for Lack of Quorum
In the absence of quorum, any meeting of members may be adjourned from time to time by the 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 4.07 of these Bylaws.
Voting of Membership - One Vote Per Member
Each Regular, Business and Life member is entitled to one vote on each matter submitted to a vote of the members.
Conduct of Meetings - President
(a) The President of the League or Vice President 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 Chair of and shall preside over the meetings of the members.
(b) The Recording Secretary of the League shall act as the secretary of all meetings of members provided that in his or her absence, the Chair of the meetings of members shall appoint another person to act as secretary of the meetings.
Inspectors of Election - Appointment
(a) In advance of any meetings of members, the Board may appoint any persons, other than candidates for office, as inspectors of election to act at the meeting and any adjournment thereof. If the inspectors of election are not so appointed, or if any person so appointed fail to appear or refuse to act, the Chairman of any meetings may, and on request of any member or member’s proxy must, appoint inspectors of election at the meeting. The number of inspectors shall be three (3).
(b) The inspectors of election shall perform the following duties:
- (1) Determine the number of voting membership outstanding and the voting power of each, the number represented at the meetings, the existence of a quorum, and the authenticity, validity, ad 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 the result; and
- (6) Do such acts as may be proper to conduct the election or vote with fairness to all members.
The inspectors shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.
Vote of Inspectors
(c) If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.
Record and Certificate
(d) On request of the Chairman or any member or member’s proxy, the inspectors of election shall make a report verbally or in writing concerning the performance of their duties and execute a certificate of any fact found by them. Any report or certificate made by the inspectors shall be evidence of the facts sated therein.
ARTICLE V. BOARD OF DIRECTORS
The League shall not have less than seven (7) on its Board of Directors.
Each Director of the League shall be a resident of the geographical area commonly known as the Lake Tahoe Basin.
Term of Office
The term of office of each Director shall be one year or the unexpired portion thereof. In the event a Director is removed or ceases to act then and in that event his successor shall be elected or appointed by the Board of Directors for the unexpired balance of the term.
Any person qualified to be a Director under these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law. A nomination for the Board may not be made after the date set for close of nomination.
The Directors shall be elected at each annual meeting as prescribed herein. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Director shall be eligible for re-election provided they continue to meet the qualifications required therein.
Officers of the Board shall consist of the President, First Vice President, Second Vice President, Treasurer, Recording Secretary, Corresponding Secretary, Two Members-at-Large, Immediate Past President and such other and further Directors as may be established by amendment to these Bylaws.
The Directors shall serve without compensation except that they shall be allowed and paid their actual expenses or those requested in advance. The Board shall monthly approve of all expenses submitted.
(a) Call of Meetings. The President or any Vice President or the Secretary or any two (2) Directors may call meetings of the Board.
(b) Place of Meetings. All meetings of the Board shall be held as specified at the time of notice.
(c) Meetings of the Board of Directors. Regular meetings of the Board shall be held monthly. The newly elected Board of Directors shall meet immediately following each annual meeting of the members of the League.
(d) Special Meetings. The Chairman of the Board or the President or any Vice President or the Secretary or any 2 Directors may call special meetings of the Board of 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 electronically to all Directors. Notice shall be given to general membership also. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to be 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.
(e) Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
(f) Transaction of the Board. 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 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 taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by the law, the Articles or these Bylaws. Each Director, the Immediate Past President, and each Chair of Standing and Ad Hoc Committees shall have one vote on any matter considered by the Board of Directors with such vote may be called for.
(g) Conduct of Meetings. Any Director selected by the Directors present shall preside at the meetings of the Board of Directors. The Secretary of the League or, in the Secretary’s absence, any person appointed by the presiding officer shall act as Secretary of the board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Such participation shall constitute personal present at the meeting.
(h) Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Removal of Board of Directors
Removal for Cause
(a) The Board may declare vacant the office of Board of Director on the occurrence of any of the following events:
- The Director has been declared of unsound mind of the final order of course;
- The Director has been convicted of a felony;
Removal without Cause
(b) Directors of the Board may be removed if approved by the majority of all members of the League who are entitled to a vote or their proxies. The members as per Section 5034 of the Corporations Code shall approve such removal.
Corp Section #5033:
“Approval by (or approval of) a majority of all members means approval by an affirmative vote (or written ballot in conformity with section 5513, section 7513, or section 9413) of a majority of the votes entitled to be cast. Search approval shall include the affirmative vote of a majority of the outstanding membership of each class, unit, or grouping of members entitled by any provision of the articles or bylaws or of Part 2, Part 3, Part 4 or Part 5 to vote as a class, unit, or grouping of members on the subject matter being voted upon and shall also include the affirmative of such great proportion, including all, of the votes of the membership of any class, unit, or grouping of members if such greater proportion is required by the bylaws (subdivision (e) of Section 5151, subdivision (e) of Section 7151, or subdivision (e) of Section 9151) or Part 2, Part 3, Part 4 or Part 5.
Corp Section #5034:
“Approval by (or approval of) the members means approved or ratified by the affirmative vote of all majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum (or written ballot in conformity of Section 5513, 7513, or 9413 or by the affirmative vote or written ballot of such greater proportion, including all of the votes of the memberships of any class, unit, or grouping of members as may be provided in the bylaws (subdivision (e) of Section 7151, or subdivision (e) of Section 9151) or in Part 2, Part 3, Part 4 or Part 5 for all or any specified member action.
Resignation of a Director
Any director may resign effective on giving written any/or verbal notice to the Chairman of the Board of Directors, the President, the Secretary, or the Board of Directors of the League, 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 in the Board of Directors
(1) Causes. 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 failures of the members in any election to elect the full number of Directors authorized.
- Filling Vacancies by Directors. Except as otherwise provided in the articles or these bylaws And except for a vacancy created by the removal of our director pursuant to section .4 .09 Of these bylaws, vacancies on the board of directors may be filled by a majority of the directores then in office, whether or not less than a quorum, or buy a sole remaining direct are. 3 filling vacancies by members. Vacancies created by the removal of directors shall be filled only the approval of the members within the meaning of section 5034 of the corporations code. The members may elected rectorat anytime to fill any vacancy not filled by the directores. Article 6. Officers Numbers and titles Section 6.01. the officers of the league shall be president, first vice president, Second vice president, recording secretary, corresponding secretary, treasurer, immediate past president, 2 members at large and such other officers With such titles and duties as shall be determined by the board and as may be necessary to enable it to conduct business. The president is the general manager of the league. The same person may hold any number of office is, except that neither the secretaries nor the treasure maid service Concurrently as the president period Election in resignation Section 6.02. the officers shall be elected by the membership at the annual meeting each year and serve for one year period any officer movers sign at anytime on written notice to the board. Article 7 duties of officers Duties of officers Section 7.01. duties of officers are filed in rules and regulations. Article 8. Standing committees Standing committees Section 8.01. standing committees are found in the rules of regulations. Ad hoc committee’s section 8.02. In addition to the standing committees, the president may appoint such ad hoc committee zaczernie did from time to time to conduct the business of the league. Committee directives Section 8.03 the chair of each committee may call upon any member of the league to act as a member of that committee with the consent of that members so called upon. Dalicia cousin annual report to be s….e annual report shall be furnished to all of the Boar of Directors.
Corp Section #6321:
- Except as provided in subdivision (c), (d), or (f), the Board shall cause an annual report to be sent to the members not later than 120 days after the close of the corpriatokns’ fiscal year. Such report shall contain in appropriate detail the following:
- The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
- The principal changes in assets and liabilities, including the trust funds, during the fiscal year.
- The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, during the fiscal year.
- The expenses or disbursements of the corporation for both general and restricted purposes during the fiscal year.
- Any information required by Section 6322.
ARTICLE X. GENERAL LEAGUE MANAGEMENT
The League hereby expressly adopted the policies, understandings, procedures and obligations of the South Lake Tahoe Cancer League except for any obligations that may have previously existed in favor of the American Cancer Society or the American Cancer Society-South Lake Tahoe Unit. It is the express policy of the League to operate as an independent entity dedicated to the purposes for which it is organized, without the necessity of control by or allegiance to any other organizations except as may be provided by law.
Dissolution of Corporation
Upon the winding up or dissolution of this Corporation, and after paying or adequately providing for debts and obligations of the Corporation, the remaining assets shall be distributed to a non-profit fund, foundation or corporation that is organized and operated exclusively for charitable purposes and has established tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
The League designates the recipient organization to be the Barton Memorial Hospital Foundation, Inc. with the provisio that the funds be used solely for the benefit of cancer patients who are permanent residents of the geographic area as set forth in the South Lake Tahoe Cancer League Bylaws with emphasis placed on adding an oncologist to the staff at Barton Memorial Hospital Foundation, Inc. as priority.
Rules of Order
Roberts Rules of Order, as may be amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this League, the law or rules governing agenda, motions and related matters adopted by the Board of Directors of the League.
ARTICLE XI. BYLAW AMENDMENT
Amendments may be made in the following manner:
- Amendment must be in written form to Board with proposed change.
- Board provides notice to general membership in written form via newsletter or some other written form, provides a minimum of thirty (30) days’ notice and specifies date on vote.
- Amendment must be approved by a two-thirds (2/3) vote of the members present at a Regular Meeting or via proxy ballot.
ARTICLE XII. BYLAW ADOPTION
These Bylaws supersedes any and all previous Bylaws adopted by the South Lake Tahoe Cancer League.
CERTIFICATE OF SECRETARY OF SOUTH LAKE TAHOE CANCER LEAGUE
A California Public Benefit Nonprofit Corporation
I hereby certify that I am the duly elected and acting Secretary of said Corporation, in that the foregoing Bylaws, comprising of ten (10) pages, constitute the Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors thereof held on , 2019.
Dated: , 2019