Flyfunston

Revised bylaws have been proposed for the Club. They should be rejected. The bylaws will change Fellow Feathers from a group of pilots who like to fly and want to keep Funston a hang gliding site into a USHPA like organization run by a few with an indifferent or hostile membership.

The proposed bylaws are irrelevant to our needs or requirements more applicable to the Sierra Club or R.E.I. In the context of a hang gliding club, they are confusing, complicated, undemocratic and while overlong incomplete. I doubt if those promoting the bylaws read and understand them.

The Club’s current bylaws are four pages written in plain English. The revised bylaws are 32 pages written in legalistic jargon. The revision gives control of the Club to “directors”. Presently, however, the Club has no “directors”. It has officers. UHSPA like directors would have to be elected.

Following are some of the objectionable provisions of the revised bylaws. “Sec.” refers to the section of the revised bylaws.
1. Directors decide who joins the Club. Sec. 3.1
2. Members may vote only on: 1. Election of directors; 2. Disposition of all or substantially all of the Clubs’ assets; 3. Mergers; 4. Dissolution. Sec. 3.2
3. Members cannot set dues and fees. Directors set dues and
fees. Sec. 3.4
4. Directors may terminate a pilot’s membership in the Club
without a hearing and without the pilot being able to confront
his accuser or have witnesses testify in his behalf. The
directors only have to gve notice to the pilot that his
membership will be terminated. The member’s
“opportunity to be heard” may be limited to submitting a
written statement. Sec. 3.8(b).
5. Club meetings may be held at any place directors
want “within or without the State of California.” Sec. 4.1
6. With certain limited exceptions, notice of Club meetings
must be given “either personally or by first class, registered,
or certified mail or by other means of written
communication, charges prepaid” to each member 10 days
before a meeting. Sec. 4.4(b)
7. Voting by mail is permitted. Sec. 4.9.
8. Proxy voting is permitted. Sec. 4.12.
9. Directors make the “rules and regulations”. Sec. 5.1(b).
10. On behalf of the Club, directors may “borrow money and
incur indebtedness.” Sec. 5.1(c).
11. Vacancies in the board may be filled “by a majority of the
remaining directors.” Sec. 5.5(d).
12. Directors may pay themselves from the Club treasury.
Sec. 5.7
13. Directors remove officers. Sec. 8.4
14. Directors change the bylaws. Sec. 10.4
15. Annual reports must be prepared. Sec. 10.9.

The revision provides the discussed above procedure for suspending or revoking a pilot’s Club membership but there is no provision for suspending or revoking a pilot’s flying privileges. Evidently the author was unaware that pilots may fly at Funston without being Club members.

Copies of the bylaws are available from Steve. I also have a copy and upon request will e-mail it to you.

GET A COPY AND READ IT.

Dan, (DB)

I asked both you and Tim Herr for help with the Fellow Feathers non-profit applications but you both declined. Tim suggested that we consult with a specialist in this field so we secured the services of an attorney in San Francisco who specializes in non-profit corporate law. He and I have worked hand in hand to create a set of bylaws that work for the Fellow Feathers Inc.
I am confident that our attorney is more versed in this area of law than you are, but I still sent you a draft copy of the bylaws expecting to hear back from you with your suggestions. Instead of contributing in a positive way, you ignored the needs of the club and posted directly to the discussion board, making many false and misleading statements.

I’ve taken the time to address your points only so others won’t misunderstand the provisions.

As a primer;
The Fellow Feathers incorporated back in 2007 as a 501 (C)(7), California Non-profit Mutual Benefit Corporation. This was done to protect both officers and club members from liability. Our next step is to file Federal and State non-profit applications so we won’t have to pay income taxes.

The old bylaws lack fundamental articles required for a non-profit corporation and must be changed or replaced. The proposed bylaws are standard issue for a 501 (C)(7) corporation that have been modified to the specific needs of the club to include important provisions like the 20 hour hang gliding at Fort Funston requirement for voting membership.


Please see my replies in-between your comments. SR.


DB:
Revised bylaws have been proposed for the Club. They should be rejected. The bylaws will change Fellow Feathers from a group of pilots who like to fly and want to keep Funston a hang gliding site into a USHPA like organization run by a few with an indifferent or hostile membership.

SR:
You are wrong. The proposed bylaws will change nothing in regard to our hang gliding operations. Our hang gliding operations are separate from the corporate operations. If you read the statements in our non profit applications you would see that this process makes us even more established as a group of pilots. But you didn’t want to be involved.
Your old bylaws mixed up club operations with hang gliding operations, The proposed bylaws only define the operations of the corporation and all hang gliding specific language like “Discipline” for instance, have been moved into the Fellow Feathers of Fort Funston Hang Gliding Club rules and site procedures where they belong. You evidently didn’t read the bylaws very carefully. The club will be run by the same number of pilots OR MORE than it is now not less as you state. All board members will be elected each year as they are now. Who is indifferent or hostile? Are you speaking for yourself?

DB:
The proposed bylaws are irrelevant to our needs or requirements more applicable to the Sierra Club or R.E.I. In the context of a hang gliding club, they are confusing, complicated, undemocratic and while overlong incomplete. I doubt if those promoting the bylaws read and understand them.

SR:
On the contrary, your old bylaws are inappropriate for a non-profit corporation. If you knew very much about non-profit corporate law you would see that these bylaws are very specific to our needs. Basic example; Corporations are run by a board, but your bylaws have no provision for such. Nor do your old bylaws mention anything about indemnity or a number of other sections essential for a California corporation. I’m sorry that you find the proposed bylaws confusing and complicated. I will be happy to try and explain them to you some time. Seriously, I hate how long they are too. I also hate the language in my auto insurance, credit card disclaimer, home loan, etc. This is simply a fact of life, generated by I might add, your profession. You are saying the bylaws are both too long but at the same time you would add something to make them longer? What exactly are they missing? What would you add? Please be specific.

DB:
The Club’s current bylaws are four pages written in plain English. The revised bylaws are 32 pages written in legalistic jargon. The revision gives control of the Club to “directors”. Presently, however, the Club has no “directors”. It has officers. UHSPA like directors would have to be elected.

SR:
Your four pages in any language are are inadequate for our legal needs. I’m sorry that you have such a hard time with legal jargon but it’s just something that comes with the territory. The corporation is run by a board and not officers because that is how corporations work. You should know this. What you either failed to notice or are intentionally concealing, is that the directors and the officers are one in the same! There is still a President, VP, Secretary, Treasurer, Safety Officer, Clubhouse Manager and Technology Officer, all elected by the membership.

DB:
Following are some of the objectionable provisions of the revised bylaws. “Sec.” refers to the section of the revised bylaws.

1. Directors decide who joins the Club. Sec. 3.1

SR:
Yes, the board would have the option to not approve a membership application, but can you imagine the turn out at a club meeting if the board unjustly rejected someone’s membership?! The director would be removed from office so fast your head would spin.

DB:
2. Members may vote only on: 1. Election of directors; 2. Disposition of all or substantially all of the Clubs’ assets; 3. Mergers; 4. Dissolution. Sec. 3.2

SR:
OK, so in regard to the corporation, what else do you think members need to vote on? Remember, we are talking about corporate proceedings and hang gliding operations are dealt with in separate documents handled by the club.

DB:
3. Members cannot set dues and fees. Directors set dues and
fees. Sec. 3.4

SR:
If you have a problem with your elected officials managing club finances then please suggest language otherwise. Again, anything done unjustly would result in the directors removal from office.

DB:
4. Directors may terminate a pilot’s membership in the Club
without a hearing and without the pilot being able to confront
his accuser or have witnesses testify in his behalf. The
directors only have to gve notice to the pilot that his
membership will be terminated. The member’s
“opportunity to be heard” may be limited to submitting a
written statement. Sec. 3.8(b).

SR:
You have made a false and misleading statement. Section 3.8 clearly states the member shall have a hearing and an opportunity to be heard. Here is the exact paragraph from the bylaws:

(b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the suspension or termination should occur.

It is hard to believe that you would be so incompetent as to not understand this language. My only other assumption for your making a false statement would be that you have ill intent. Please clarify.


DB:
5. Club meetings may be held at any place directors
want “within or without the State of California.” Sec. 4.1

SR:
Your old bylaws don’t specify where the meetings will be held at all so what’s your point? Where else besides the clubhouse do you think we should have them?


DB:
6. With certain limited exceptions, notice of Club meetings
must be given “either personally or by first class, registered,
or certified mail or by other means of written
communication, charges prepaid” to each member 10 days
before a meeting. Sec. 4.4(b)

SR:
You have made another misleading statement since you take language out of context and don’t describe the exception. The membership applications specifically state that the address of notice shall be the clubhouse at Fort Funston, just like it is now and has always been.


DB:
7. Voting by mail is permitted. Sec. 4.9.

SR:
What is your point? Do you not want all members to be able to vote?

DB:
8. Proxy voting is permitted. Sec. 4.12.

SR:
What is your point? Do you not want the wishes of a member to be followed if they can’t attend for themselves?

DB:
9. Directors make the “rules and regulations”. Sec. 5.1(b).

SR:
Misleading statement. Again, you take things out of context and left out the part that says that changes are “not inconsistent with law, the Articles or these Bylaws”. If you think this is insufficient protection then please make a suggestion.


DB:
10. On behalf of the Club, directors may “borrow money and
incur indebtedness.” Sec. 5.1(c).

SR:
Yes, this is an important clause that we need. For instance we can use our VISA card to pay for pizza and can get parts for the weather station on credit from Davis Instruments. Without this language we could not leagly do this. You should know this. Can you suggest language that would better protect the clubs interests?

DB:
11. Vacancies in the board may be filled “by a majority of the
remaining directors.” Sec. 5.5(d).

SR:
What is your point? Anyone can be removed by the membership with a simple vote if they don’t like the choice.

DB:
12. Directors may pay themselves from the Club treasury. Sec. 5.7

SR:
This is your first good point and I suggest that we modify Article V Section 5.7 to read:
“Directors may NOT receive such compensation, if any, for their services as directors or officers or members of Board committees. Directors may receive such compensation for reimbursement of expenses, as the Board may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.”


DB:
13. Directors remove officers. Sec. 8.4

SR:
Yes, this is how corporations work, but since the directors will BE the officers your point is irrelevant.

DB:
14. Directors change the bylaws. Sec. 10.4

SR:
Again, out of context. Members interests are protected since changes to the bylaws are limited by the multiple sub paragraphs of this section which you don’t mention. If you have other suggestions please make them.

DB:
15. Annual reports must be prepared. Sec. 10.9.

SR:
Are you serious? What do you find objectionable about the board reporting the clubs financial state to the membership? This is something the club has always done and will continue to do in the future.

DB:
The revision provides the discussed above procedure for suspending or revoking a pilot’s Club membership but there is no provision for suspending or revoking a pilot’s flying privileges. Evidently the author was unaware that pilots may fly at Funston without being Club members.

SR:
As I said before: All hang gliding specific rules are now contained in the Fellow Feathers rules and Fort Funston site regulations, which do in fact have provisions for suspending flying privileges and spell out the accused pilots privileges. The author is quite knowledgeable of our needs and suggested language for the membership application to emphasize that pilots in fact do not have to be a member to fly. Evidently you are the one who is unaware of the details, not he.

DB:
Copies of the bylaws are available from Steve. I also have a copy and upon request will e-mail it to you.

GET A COPY AND READ IT.

SR:
I agree, don’t’ take Dan Browns statements as fact, or mine for that matter. Please read the bylaws for yourself and if you have any questions or concerns please either email me or bring them up at the next club meeting.

There seems to be some confusion as to who will control “hang gliding operations” under the proposed bylaws. The present member run group making rules and regulations or Fellow Feathers, Inc. with its Directors making rules, regulations, setting fees, etc. There will be one organization, Fellow Feathers, Inc.

A hang gliding club’s corporate bylaws need not be undemocratic stripping members of control nor do they have to be 32 pages of jargon. The Marin County Hang Gliding Association democratic bylaws are 5 pages of plain English. See http://www.mchga.org/bylaws04.PDF

Bylaws are not written in stone. They should be amended. Times and conditions change but a new set of USHPA like bylaws are not needed. The problem was created by incorporation. For over 30 years, there was no need for incorporation. The Club, its officers and members, are protected from liability by various statues and waivers. Incorporation was an unnecessary complication that I regretfully assisted after advising against it. The solution to this unnecessary complication is simple. Disincorporate by letting the corporate status lapse.

The new bylaws should be posted on the WEB site. Members like myself and others should not have to request the President for a copy. Get a copy and read it. Don’t let others make decisions for you. Remember that other President who considered himself “The Decider”.

I'm not sure who the "Decider" is you refer too, but far be it from me to want that role. I just happen to be the guy doing all the work on this portion that's all.

Here is the DRAFT bylaws that I have requested feed back on. It is best viewed by copy and paste into a document like Word.

DRAFT Version 4
RESTATED BYLAWS

OF

THE FELLOW FEATHERS OF FORT FUNSTON HANG GLIDING CLUB,

a California Nonprofit Mutual Benefit Corporation
ARTICLE I

OFFICES
Section 1.1 Principal Office. This corporation's principal office shall be fixed and located at 386 Alvarado St., Brisbane , CA 94005. The board of directors of this corporation (the "Board") may change the location of the principal office. Any such change of location shall be noted by the Secretary on these Bylaws opposite this Section or recorded in an amendment to this Section.
Section 1.2 Other Offices. The Board may establish branch or subordinate offices any place or places where this corporation is qualified to conduct its activities.
ARTICLE II

PURPOSES
Section 2.1 Purposes. The purposes of this corporation are provide for the pleasure, recreation, commingling and fellowship of its members, hang gliding enthusiasts who fly at Fort Funston , property of the National Park Service in the Golden Gate National Recreation Area (GGNRA). In the context of these general purposes, the corporation shall
A) Provide and facilitate hang gliding opportunities for its members at Fort Funston, in part by working with GGNRA and other agencies to promote and protect this privilege.
B) Organize informal and formal social events and opportunities for members.
C) Hold programs, meetings, and other opportunities for the sharing of information and experience among members with respect to hang gliding, flying conditions, safety, and glider maintenance.



Section 2.2 To facilitate the accomplishment of these purposes, this corporation may engage in, sponsor (or co sponsor) or otherwise be associated with the creation, development, administration and funding of Safety and Training clinics, Parachute clinics, Mentor programs, Red Cross CPR courses, Social events, a Website with updated flying conditions and discussion groups, Public awareness and hang gliding demonstration programs.
ARTICLE III

MEMBERSHIP
Section 3.1 Classes and Qualifications of Membership. This corporation shall have two classes of members, designated as voting members and nonvoting members. Any person dedicated to the purposes of the corporation and _________ shall be eligible for membership on approval of the membership application by the Board or a representative designated by the Board and on timely payment of such dues and fees as the Board may fix from time to time. Voting members shall additionally be required to have flown hang gliders at Fort Funston for more than 20 hours in the preceding year and timely pay such dues and fees as the Board may fix from time to time. The Board may waive the 20-hour flying requirement to allow non-members who have made contributions to flying at Fort Funston to become voting members. The Board shall not waive the flying requirement for more than 3 members at any one time.
Section 3.2 Rights of Membership. Voting members shall have the right to vote, as set forth in these Bylaws on the election of directors, on the disposition of all or substantially all of the corporation’s assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, those members shall have all the rights afforded members under the California Nonprofit Mutual Benefit Corporation Law. If the corporation is dissolved, those members shall receive a pro rata distribution of all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law. Subject to availability of space, Voting members may store their hang glider and gear in the Funston Clubhouse.
Section 3.3 Nonvoting “Members”. Nonvoting members may be referred to as “members” even though they are not members within the meaning of Section 5056 of the California Nonprofit Corporation Law. Such class or classes of nonvoting members shall have all the rights to participate in the social club activities of the corporation as voting members.
Section 3.4 Membership Dues, Fees, and Assessments. Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments in amounts to be fixed from time to time by the Board. The Board may, in its discretion, set different dues, fees, and assessments for each class.
Section 3.5 Members in Good Standing. Members who have paid the required dues, fees, and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing.
Section 3.6 Termination of Membership. A membership shall terminate on occurrence of any of the following events:
(a) Resignation of the member;
(b) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;
(c) The member’s failure to pay dues, fees, or assessments as set by the Board within 30 days after they are due and payable;
(d) Any event that renders the member ineligible for membership, or failure to satisfy the membership qualifications; or
(e) Termination of membership under Section 3.8 of these Bylaws based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests..
Section 3.7 Suspension of Membership. A member may be suspended, under Section 3.8 of these Bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the corporation’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests.
Section 3.8 Procedures for Termination or Suspension of Membership. If grounds appear to exist for suspending or terminating a member under Sections 3.6 or 3.7 of these Bylaws, the following procedure shall be followed:
(a) The Board shall give the member at least 15 days’ prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the corporation’s records.
(b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the suspension or termination should occur.
(c) The Board, committee, or person shall decide whether the member shall be suspended, expelled, or sanctioned in any way. The decision of the Board, committee, or person shall be final.
(d) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
Section 3.9 Transfer of Membership. No membership or any right arising from membership shall be transferred. All rights of membership cease on the member’s death, suspension, termination, or dissolution.
ARTICLE IV

MEETINGS OF THE MEMBERS
Section 4.1 Place Of Meeting. Meetings of the members shall be held at any place within or outside the State of California that has been designated from time to time by the Board or by the written consent of all members entitled to vote at the meeting, given before or after the meeting. In the absence of such designation, regular meetings shall be held at the principal office of this corporation. The Board may authorize members who are not present in person to participate by electronic transmission or electronic video communication.
(a) If authorized by the Board in its sole discretion, and subject to the requirements of consent in California Corporations Code section 20(b) and guidelines and procedures the Board may adopt, members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of members may, by electronic transmission by and to the corporation or by electronic video screen communication, participate in a meeting of members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the corporation or by electronic video screen communication, subject to the requirements of these Bylaws.
(b) A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication (1) if the corporation implements reasonable measures to provide members in person (or, if proxies are allowed, by proxy) a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and (2) if any member votes or takes other action at the meeting by means of electronic transmission to the corporation or electronic video screen communication, a record of that vote or action is maintained by the corporation. Any request by a corporation to a member pursuant to Corporations Code section 20(b) for consent to conduct a meeting of members by electronic transmission by and to the corporation shall include a notice that absent consent of the member pursuant to Corporations Code section 20(b), the meeting shall be held at a physical location in accordance with Section 4.1 of these Bylaws.
Section 4.2 Annual Meeting. Annual meetings of the members shall be held on the second Tuesday of December unless the Board by resolution fixes another date or time for the annual meeting and so notifies members as provided in Section 4.4 of these Bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day. At the meeting, directors shall be elected and other proper business may be transacted.
Section 4.3 Special Meetings.
(a) Special meetings of the members for any lawful purpose or purposes may be called at any time by the President, Vice President, or five percent or more of the members.
(b) A special meeting called by any person entitled to call a meeting (other than the Board) shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Chairman of the board, if any, or the President or any Vice President or the Secretary of the corporation. The officer receiving the request shall cause notice to be given promptly to the members entitled to vote, under Section 4.4 of these Bylaws, stating that a meeting will be held at a specified time and date fixed by the Board; provided, however, that the meeting date shall be at least 35 but no more than 90 days after receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board.
(c) No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.
Section 4.4 Notice. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given under Section 4.4 of these Bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting, and the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate in the meeting. For the annual meeting, the notice shall state the matters that the Board, at the time notice is given, intends to present for action by the members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.
(a) Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
(1) Removing a director without cause;
(2) Filling vacancies on the Board;
(3) Amending the Articles of Incorporation (the “Articles”);
(4) Electing to wind up and dissolve the corporation;
(5) Approving a contract or transaction between the corporation and one or more directors, or between the corporation and any entity in which a director has a material financial interest; or
(6) Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the Articles or Bylaws, when the corporation is in the process of winding up.
(b) Notice of any meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member as it appears on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the corporation’s books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or facsimile or other written communication to the corporation’s principal office; or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
(c) Notice given by electronic transmission by the corporation shall be valid only if:
(1) Delivered by (i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation; (ii) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it; or (iii) other means of electronic communication;
(2) To a recipient who has provided an unrevoked consent to the use of those means of transmission for communications; and
(3) That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
(d) Notwithstanding the foregoing:
(1) An electronic transmission by this corporation to a member is not authorized unless, in addition to satisfying the requirements of this section, the transmission satisfies the requirements applicable to consumer consent to electronic record as set forth in the Electronic Signatures in Global and National Commerce Act (15 United States Code section 7001(c)(1)).
(2) Notice shall not be given by electronic transmission by the corporation after either of the following: (i) the corporation is unable to deliver two consecutive notices to the member by that means or (ii) the inability so to deliver the notices to the member becomes known to the Secretary, and Assistant Secretary, or any other person responsible for the giving of the notice.
(e) An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary, Assistant Secretary, or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the corporation’s minute book.
Section 4.5 Quorum. Five percent (5%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members. If, however, the attendance at any general or annual meeting, whether in person or by proxy, is less than one-third of the voting power, the members may vote only on matters as to which notice of their general nature was given under Section 4.4 of these Bylaws. Except as otherwise required by law, the Articles, or these Bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 4.6 Voting. Subject to the California Nonprofit Mutual Benefit Corporation Law, members in good standing on the record date as determined under Section 4.10 of these Bylaws shall be entitled to vote at any meeting of members.
(a) Voting may be by voice or by ballot, except that any election of directors must be by ballot if demanded before the voting begins by any member at the meeting.
(b) Each member entitled to vote may cast one vote on each matter submitted to a vote of the members.
(c) .If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the members unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Mutual Benefit Corporation Law or by the Articles.
Section 4.7 Waiver of Notice. The transactions of any meetings of members, however called or notice and wherever held, shall be as valid as though taken at a meeting duly held after standard call and notice, if (a) a quorum is present either in person or by proxy, and (b) either before or after the meeting, each member entitled to vote, 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. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of the meeting except that, if action is taken or proposed to be taken for approval of any matter specified in Section 4.4(a) of these Bylaws, the waiver of notice, consent, or approval, shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
A member’s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.
Section 4.8 Actions By Unanimous Written Consent. Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be filed with the minutes of the meeting. The action by written consent shall have the same force and effect as a unanimous vote of the members.
Section 4.9 Actions By Written Ballot. Any action, except the election of directors, that members may take at any meeting of members may also be taken without a meeting by complying with the following provisions:
(a) This corporation shall distribute one written ballot to each member entitled to vote on the matter. The ballot and any related material may be sent by electronic transmission that meets the requirements of Section 4.4(c) of these Bylaws. All solicitations of votes by written ballot shall (a) state the number of responses needed to meet the quorum requirement; (b) state, with respect to ballots other than for election of directors, the percentage of approvals necessary to pass the measure or measures; and (c) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (a) set forth the proposed action; (b) give the members an opportunity to specify approval or disapproval of each proposal; and (c) provide a reasonable time in which to return the ballot to the corporation. If the corporation has 100 or more members, any written ballot distributed to ten or more members shall provide that, subject to reasonable specified conditions, if the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification.
(b) Approval by written ballot shall be valid only when (i) the number of votes cast by ballot (including ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
(c) A written ballot may not be revoked.
(d) All written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for at least three years.
Section 4.10 Record Date for Notice, Voting, Written Ballots, and Other Board Actions. For purposes of establishing the members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the Board may, in advance, fix a record date. The record date so fixed for –
(a) Sending notice of a meeting shall be no more than 90 days nor less than 10 days before the date of the meeting;
(b) Voting at a meeting shall be not more than 60 days before the date of the meeting;
(c) Voting by written ballot shall be no more than 60 days before the day on which the first written ballot is mailed or solicited; and
(d) Taking any other action shall be no more than 60 days before that action.
Section 4.11 Record Date for Actions Not Set By Board. If not otherwise fixed by the Board, the record date for determining members entitled to receive notice of a meeting of members shall be the next business day preceding the day on which notice is given or, if notice is waived, the next business day preceding the day on which the meeting is held. If not otherwise fixed by the Board, the record date for determining members entitled to vote at the meeting shall be the day on which the meeting is held.
If not otherwise fixed by the Board, the record date for determining members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited.
If not otherwise fixed by the Board, the record date for determining members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board adopts the resolution relating to that action, or the 60th day before the date of that action, whichever is later.
For purposes of Sections 4.10 and 4.11 of these Bylaws, a person holding a membership at the close of business on the record date shall be a member of record.
Section 4.12 Proxies.
(a) Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the Secretary of the corporation. A proxy shall be deemed signed if the member’s name is placed on the proxy by the member or their member’s attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise.
(b) If the corporation has 100 or more members, any form of proxy distributed to 10 or more members shall give the member an opportunity to specify a choice between approval and disapproval of each matter or group of related matters and, subject to reasonable specified conditions, shall provide that, when the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification. In an election of directors, any form of proxy that a member marks “withhold,” or otherwise marks in a manner indicating that authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.
(c) Any revocable proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on. Such matters include amendments to the Articles; amendments to the Articles or Bylaws changing proxy rights; removal of directors without cause; filling vacancies on the Board; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all corporate assets unless the transaction is in the usual and regular course of the corporation’s activities; the principal terms of a merger or the amendment of a merger agreement; the election to dissolve the corporation; contracts or transactions between the corporation and one or more directors or between the corporation and an entity in which a director has a material financial interest; or a plan of distribution of assets other than money to members when the corporation is in the process of winding up, when the distribution is not in accordance with liquidation rights of any class or classes.
(d) No proxy shall be valid after the expiration of 11 months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the date of execution. The revocability of a proxy that states on its face that it is irrevocably shall be governed by Corporations code section 7613. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect until either:
(1) It is revoked by the member executing it before the vote is cast under that proxy, (i) by a writing delivered to the corporation stating that the proxy is revoked, (ii) by a subsequent proxy executed by that member and presented to the meeting, or (iii) as to any meeting, by the member’s personal attendance and voting at the meeting; or
(2) Written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote under the proxy is counted.
Section 4.13 Adjournment. Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than 45 days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned (or the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate) are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
ARTICLE V

DIRECTORS
Section 5.1 Powers of Directors. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles and these Bylaws, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of this corporation to any person or persons, management company, or committees however composed, provided that the activities and affairs of this corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, the Board shall have power to do the following:
(a) Select and remove all officers, agents and employees of this corporation; prescribe powers and duties for them as may not be inconsistent with law, the Articles or these Bylaws; fix their compensation; and require from them security for faithful service.
(b) Conduct, manage and control the affairs and activities of this corporation and make such rules and regulations for these purposes, not inconsistent with law, the Articles or these Bylaws, as the Board deems appropriate.
(c) Borrow money and incur indebtedness on this corporation’s behalf, and cause to be executed and delivered for this corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.
(d) Adopt and use a corporate seal, and alter the form of such seal from time to time as the Board deems appropriate.
Section 5.2 Number and Qualification of Directors. The authorized number of directors shall consist of at least 5 but no more than 13 directors, until changed by amendment to these Bylaws. The exact number of authorized directors shall be fixed, within those limits, by a resolution adopted by the Board. Directors shall be Voting Members in good standing.
Section 5.3 Selection And Term Of Office. Directors shall be elected at an annual meeting of the Board. Each director shall serve for a term of one year and until a successor director has been elected and qualified.
Section 5.4 Nominations.
(a) The President, the Board, or a Board committee shall nominate qualified candidates for election to the Board at least 30 days before the date of any election of directors, and the Secretary shall forward to each member, with the notice of meeting required by these Bylaws, a list of all candidates nominated.
(b) Members representing 2 percent of the voting power may nominate candidates for directors by petition The petition must be signed by those members within 11 months preceding the next time directors are to be elected, and delivered to an officer of the corporation. On timely receipt of the petition signed by the required number of members, the Secretary shall cause the names of candidates named on it to be placed on the ballot along with the names of the candidates chosen by the nominating committee.
(c) When a meeting is held for the election of directors, any member present at the meeting in person or by proxy may place names in nomination.
(d) The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.
(e) If more people have been nominated for director than can be elected, no corporate funds may be expended to support a nominee without the Board’s authorization.
Section 5.5 Vacancies.
(a) A vacancy or vacancies in the Board shall be deemed to exist in case of (i) the death, resignation or removal of any director; (ii) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, or been convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under Corporations Code section 7238; (iii) the vote of the members or, if the corporation has fewer than 50 members, the vote of a majority of all members, to remove any director(s); (iv) the increase of the authorized number of directors; or (v) a failure of the member, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting.
(b) Except as provided herein, any director may resign by giving written notice to the Chairman of the Board (if any), the President or the Secretary. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If the resignation is effective at a later time, the Board may elect a successor before such time, to take office as of the date when the resignation becomes effective. Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors.
(c) Any director may be removed, with or without cause, by the approval of a majority of all members at a special meeting called for that purpose, provided that notice of that meeting and of the removal questions are given as provided in Section 4.4, or at a regular meeting. Any vacancy caused by the removal of a director shall be filled as provided in Section 5.5(d). Any director who does not attend three successive board meetings will automatically be removed from the Board without board resolution unless (i) the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of directors will be reduced by one in determining whether a quorum is or is not present); (ii) the director suffers from an illness or disability that prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection. The Board by resolution of the majority of directors must agree before a director who has missed three successive meetings may be reinstated.
(d) Except for a vacancy created by the removal of a director by the members, vacancies in the Board may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director. Each director so selected shall hold office until the expiration of the term of the replaced director and until a successor has been selected and qualified. The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.
(e) No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.
Section 5.6 Rights Of Inspection. Each director of this corporation shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this corporation. The inspection may be made in person or by the director’s agent or attorney.
Section 5.7 Fees and Compensation. Directors shall not be compensated for their services as directors or officers or members of Board Committees, but they receive such reimbursement of expenses, as the Board may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.
ARTICLE VI

MEETINGS OF THE BOARD
Section 6.1 Place Of Meeting. Meetings of the Board shall be held at any place within or outside the State of California that has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of this corporation.
Section 6.2 Annual Meetings. Immediately after each annual meeting of members, the Board shall hold an annual meeting for the purpose of organization, selection of officers and the transaction of other business. Notice of this meeting is not required.
Section 6.3 Regular Meetings. Regular meetings of the Board may be held without call or notice on such dates and at such times as may be fixed from time to time by the Board.
Section 6.4 Special Meetings.
(a) Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board (if any), the President, any Vice President, the Secretary, or any two directors.
(b) Notice of the time and place of special meetings shall be given to each director by (i) personal delivery of written notice; (ii) first-class mail, postage prepaid; (iii) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; (iv) facsimile; (v) electronic mail; or (vi) other electronic means. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of this corporation or as may have been given to this corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.
(c) Notice of a special meeting sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notice of a special meeting given personally or by telephone, facsimile, electronic mail or other similar means of communication, shall be delivered, telephoned, or otherwise sent, as appropriate, at least 48 hours before the time set for the meeting.
(d) Notice of a special meeting shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.
Section 6.5 Quorum. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as provided in Section 6.10 of these Bylaws. Notwithstanding any provision of these Bylaws to the contrary, a quorum shall not be less than the greater of (a) one-fifth the number of authorized directors, or (b) two. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the board, and (d) indemnification of directors. A meeting at which a quorum is 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.
Section 6.6 Voting. Each director present shall be entitled to one vote on each matter placed before a meeting. At an annual meeting, the directors whose terms are expiring may be reelected, and, until the election of their successors, shall be entitled to vote upon all matters, including the election of their successors.
Section 6.7 Participation In Meetings By Conference Telephone. 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.
Section 6.8 Waiver Of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes of the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of 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.
Section 6.9 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
Section 6.10 Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting of the board to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
ARTICLE VII

COMMITTEES
Section 7.1 Board Committees. The Board, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of two or more directors and no one who is not a director, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee shall have all the authority of the Board, to the extent provided in the Board resolution, except with respect to:
(a) The approval of any action for which the California Nonprofit Mutual Benefit Corporation Law also requires approval of the members or approval of a majority of all members;
(b) The filling of vacancies on the Board or on any committee of the Board;
(c) The fixing of compensation of the directors for serving on the Board or any committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the Board that, by its express terms, is not so amendable or repealable;
(f) The creation of other committees of the Board or appointment of members to any committee of the Board;
(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or
(h) With respect to any assets held in charitable trust, the approval of any contract or transaction between this corporation and one or more of its directors or between this corporation and an entity in which one or more of its directors have a material financial interest, subject to the approval provisions of Corporations Code section 5233(d)(3).
The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of Article V of these Bylaws applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
Section 7.2 Executive Committee. Pursuant to Section 7.1 of these Bylaws, the board may appoint two or more directors of this corporation to serve as the executive committee of the Board. The executive committee, unless limited by a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the corporation between meetings of the Board; provided, however, that the executive committee shall not have the authority of the Board in reference to those matters enumerated in Section 7.1 of these Bylaws. All actions of the executive committee shall be reported to and ratified by the Board at the next duly scheduled Board meeting.
Section 7.3 Advisory Committees. The Board may from time to time appoint advisory committees as deemed appropriate, consisting of directors or persons who are not directors, but such advisory committees shall not be deemed committees of the Board and shall not exercise any powers of the Board. Notice of, and procedures for, meetings of advisory committees shall be as prescribed by the chairman of each such advisory committee, and meetings of any advisory committee may be called by the Chairman of the Board (if there be such an officer), the Board, the President or the chairman of the advisory committee.
ARTICLE VIII

OFFICERS
Section 8.1 Officers. The officers of this corporation shall be a President, a Secretary and a Treasurer. This corporation may also have, at the discretion of the Board, a Vice President, one or more Assistant Secretaries, one or more Assistant Treasurers, a Technology Officer, a Safety Director, and a Clubhouse Manager, and such other officers as may be elected or appointed in accordance with the provisions of Section 8.3 of these Bylaws. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as either President or Chairman of the Board.
Section 8.2 Election. The officers of this corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 8.3 or Section 8.5 of these Bylaws, shall be chosen annually by the members. The officers shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected.
Section 8.3 Subordinate Officers. The Board may elect, and may empower the President to appoint, such other officers as the business of this corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as provided in these Bylaws or as the Board may from time to time determine.
Section 8.4 Removal And Resignation.
(a) Any officer may be removed, either with or without cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.
(b) Any officer may resign at any time by giving written notice to this corporation, but without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. Unless specified otherwise in the notice, the acceptance of such resignation shall not be necessary to make it effective.
Section 8.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled as it occurs in the manner prescribed in these Bylaws for election or appointment to such office; provided, however, that such selection may be made immediately and need not be made on an annual basis.
Section 8.6 President. The President is the general manager and chief executive officer of this corporation and has, subject to the control of the Board, general supervision, direction and control of the business and officers of this corporation. The President shall preside at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board.
Section 8.7 Vice President. In the absence or disability of the President, and subject to any limitations imposed by the Board, the Vice President, if any, shall perform all the duties of the President. When so acting, a Vice President shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall manage and oversee the disbursement and collection of the sticker package and shall have such other powers and perform such other duties as from time to time may be prescribed for the Vice President by the Board.
Section 8.8 Secretary. The Secretary shall attend all meetings of the Board and shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings and actions of the Board and its committees and of members. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was regular or special, and if special, how it was authorized; the notice given; the names of the persons present at Board and committee meetings, the number of members present or represented at members’ meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in the State of California the original or a copy of this corporation's Articles and Bylaws, as amended to date. The Secretary shall keep, or cause to be kept, at the principal office in the State of California or at a place determined by resolution of the Board, a record of the corporation’s members, showing each member’s name, address, and class of membership, if applicable. The Secretary shall give, or cause to be given, notice of all meetings of the members, the Board and any committees thereof required by these Bylaws or by law to be given. The Secretary shall keep the seal of this corporation, if any, in safe custody and shall also have such other powers and duties as may from time to time be assigned to him or her by the Board, the Chairman of the Board, if any, or the President.
Section 8.9 Assistant Secretaries. The Board may appoint one or more Assistant Secretaries. Subject to any limitations imposed by the Board, each Assistant Secretary shall have all the powers and duties of the Secretary in the event of the Secretary's absence or disability, and each shall also have such other powers and duties as may from time to time be assigned to him by the Board, the Chairman of the Board, if any, the President or the Secretary.
Section 8.10 Treasurer. The Treasurer is the chief financial officer of this corporation and shall keep and maintain, or cause to be kept and maintained, full and accurate accounts of the corporation’s properties and transactions. The Treasurer shall send, or cause to be sent, to the members and directors such financial statements and reports as are required to be sent by law, by these Bylaws, or by the Board. The Treasurer (a) shall deposit, or cause to be deposited, this corporation's funds and other valuables in the name and to the credit of this corporation with such depositaries as may be designated by the Board; (b) shall disburse the funds of this corporation as may be ordered by the Board, taking proper vouchers for such disbursements; (c) shall render to the President, the Chairman of the Board, if any, and the Board, whenever requested, an account of all transactions as Treasurer and of the financial condition of this corporation; and (d) shall have such other powers and perform such other duties as may be prescribed by the Board.
Section 8.11 Assistant Treasurers. The Board may appoint one or more Assistant Treasurers. Subject to any limitations imposed by the Board, each Assistant Treasurers shall have all the powers and duties of the Treasurer in the event of the Treasurer's absence or disability, and shall also have such other powers and duties as may from time to time be assigned to him by the Board, the Chairman of the Board, if any, the President, or the Treasurer.
Section 8.12 Technology Officer. The Technology Officer, if any, shall be responsible for maintaining, repairing and upgrading the telephone wind talker, weather station, webcams, and supporting computers and networks, and shall maintain and update the corporation’s website. The Technology Officer shall have such other powers and perform such other duties as from time to time may be prescribed for the office by the Board.
Section 8.13 Safety Director. The Safety Director, if any, shall provide and collect USHPA accident report forms from pilots having accidents in the Fort Funston/Westlake flying area that involves significant injuries to the pilot or glider damage over $250.00. The Safety Director is responsible for investigating complaints against other pilots and shall have such other powers and perform such other duties as from time to time may be prescribed for the office by the Board.
Section 8.14 Clubhouse Manager. The Clubhouse Manager, if any, shall maintain records of individuals with keys and display a current list of such individuals in the clubhouse. The Clubhouse Manager shall provide access to the clubhouse when space is available, collect money for membership and storage, and turn the money over to the Treasurer. The Clubhouse Manager shall have such other powers and perform such other duties as from time to time may be prescribed for the office by the Board.
Section 8.15 Duties May Be Delegated. In case of the absence of any officer of this corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, all or part of the powers or duties of such officer to any other officer or to any director.
ARTICLE IX

INDEMNIFICATION
Section 9.1 Definitions. For the purposes of this Article IX, "agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under Sections 9.4 or 9.5(b) of these Bylaws.
Section 9.2 Indemnification in Actions by Third Parties. This corporation shall, to the fullest extent of the law, indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor, an action brought under Corporations Code section 5233 made applicable pursuant to Section 7238, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.
Section 9.3 Indemnification in Actions by or in the Right of this Corporation. This corporation shall, to the fullest extent of the law, have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of this corporation, or brought under Corporations Code section 5233 made applicable pursuant to Section 7238, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 9.3:
(a) In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to this corporation in the performance of such person's duty to this corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.
Section 9.4 Indemnification Against Expenses. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 9.2 or 9.3 of these Bylaws or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 9.5 Required Determination. Except as provided in Section 9.4 of these Bylaws, any indemnification under this Article IX shall be made by this corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 9.2 or 9.3 of these Bylaws by:
(a) A majority vote of a quorum consisting of directors who are not parties to such proceeding;
(b) Approval of the members, with the persons to be indemnified not being entitled to vote thereon; or
(c) The court in which such proceeding is or was pending upon application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.
Section 9.6 Advance of Expenses. Expenses incurred by a person seeking indemnification under this Article IX in defending any proceeding covered by Article IX may be advanced by this corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article IX.
Section 9.7 Other Indemnification. No provision made by this corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles, these Bylaws, a resolution of members or directors, an agreement, or otherwise, shall be valid unless consistent with this Article IX. Nothing contained in this Article IX shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.
Section 9.8 Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article VIII, except as provided in Section 9.4 or 9.5(b) of these Bylaws, in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 9.9 Insurance. This corporation shall have the power to purchase and maintain insurance on behalf of any agent of this corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not this corporation would have the power to indemnify the agent against such liability under the provisions of this Article IX.
Section 9.10 Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article IX does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of this corporation as defined in Section 8.1 of these Bylaws. This corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law.
ARTICLE X

OTHER PROVISIONS
Section 10.1 Maintenance of Corporate Records. This corporation shall keep the following:
(a) Adequate and correct books and records of account;
(b) Minutes of the proceedings of its members, Board, and committees of the Board; and
(c) A record of each member’s name, address, and class of membership.
The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
Section 10.2 Members’ Rights of Inspection.
(a) Unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:
(1) Inspect and copy the records containing members’ names, addresses, and voting rights during usual business hours on five days’ prior written demand on the corporation, which must state the purpose for which the inspection rights are requested; or
(2) Obtain from the Secretary, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.
The corporation may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons the proposed alternative does not meet the proper purpose of the demand.
If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
Any inspection and copying under this Section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. This right of inspection extends to the records of any subsidiary of the corporation.
(b) On written demand on the corporation, any member may inspect, copy, and make extracts of the acco

The above bylaws have been updated to Version 4 that prohibits Directors from being paid for their services. Please feel free to email me if you would like a PDF copy.

The bylaws below are presented as an alternative to Steve’s USHPA type bylaws. USHPA bylaws are appropriate for a large organization with thousands of members who rarely if ever come together for meetings. We are a small club holding monthly meetings at which members make the rules and regulations.

These bylaws are based on our old bylaws and the Marin HG Association’s bylaws. As in our old and Marin’s, members not the officer/directors control the Club making decisions on rules, regulations, etc. Pilots that the officers want to suspend are guaranteed hearings at which pilots have all the rights they have under the present bylaws including the right to have pilots testify for them.

Compare the two sets of bylaws and decide for yourself. These bylaws are four pages long. Steve’s are 32 pages long. An incomplete version of Steve’s is posted on our WEB site. The last 7 pages are missing.

Our present bylaws require bylaw changes to be posted on the Clubhouse door prior to a meeting. Mark will be posting these bylaws on the door. Additional copies may be obtained from Mark or me.


ARTICLE I: NAME
The Fellow Feathers of Fort Funston Hang Gliding Club (Club), a California Nonprofit Mutual Benefit Corporation.

ARTICLE II: PRINCIPAL OFFICE
The principal office of the Corporation shall be 1619 Cortez St., Milpitas, CA 95035. The Board of Directors may change the principal office from one location to another and note the change in the Bylaws. The change shall not be considered an amendment to the Bylaws.

ARTICLE III: PURPOSES
The primary purposes of this Corporation are:
A. Administer a non-commercial hang gliding program at Fort Funston;
B. Preserve the Fort Funston/Westlake flying site by working with
governmental agencies and private individuals;
C. Promote hang gliding safety and education;
D. Improve the public image of the sport;
E. Facilitate insurance coverage for hang gliding pilots at Fort
Funston, and
F. Hold meetings and activities promoting the exchange of ideas
and information among hang gliding pilots.

ARTICLE IV: AFFILIATION
The Club may be affiliated with other organizations of similar purposes in a
manner determined by the members. Such organizations include but are not limited to the United States Hang Gliding and Paragliding Club (USHPA).

ARTICLE V: MEMBERSHIP
Section 1: Membership is open to anyone paying the annual dues and interested in the sport of hang gilding regardless of race, creed, sex or national origin.
Section 2: There shall be two classes of members, voting and non-voting. Voting members shall be pilots who have flown hang gliders at Fort Funston for more than 20 hours in the calendar year preceding the year in which they are entitled to vote. All members who are not voting members shall be non-voting members. Voting members may vote on matter of Club business and in Club elections. Non-voting members may not vote on matters of Club business and in Club elections. By majority vote the Executive Committee shall determine whether members are voting or non-voting. In making its determination, the Executive Committee shall consider logs, pilot statements and all other relevant information. By majority vote the Executive Committee may waive the 20-hour flying requirement to allow members who have made contributions to flying at For Funston to become voting members. The Executive Committee shall not waive the flying requirement for more than 3 members at any one time.

ARTICLE VI: MEETINGS
Section 1: Meetings. Meetings are held monthly for the purpose of conducting whatever business is brought before the members. Any change in the usual date, time or location will be posted on the Clubhouse door prior to each meeting.
Section 2: Quorum. Business at any meting may be conducted by a majority vote of the members present at the meeting.
Section 3: The Annual Business Meeting of the Club is held during the month of
December. The agenda for the Annual Business Meeting will include:
A. Presentation of annual reports by the relevant officers and committees.
B. Presentation by the Treasurer of an annual financial summary,
including a review of the past year’s financial results, and a proposed
budget for the new fiscal year, for approval by the members.
C. Election of Officers for the new fiscal year.

ARTICLE VII: FISCAL YEAR
The fiscal year is from December1 to November 30.

ARTICLE VIII: BOARD OF DIRECTORS (OFFICERS)
Section 1: The Board of Directors (Officers) is the governing body and business
administrator of the Club and is the Executive Committee. It is responsible for carrying out the purposes of the Club. Subject to ratification by the members, the Board may sign contracts in the name of Club, and control the expenditures of the Club’s funds consistent with the agreed budget. Major deviations from the budget must be approved in advance by a vote of the members.
Section 2: The Board of Directors consists of the President, Vice-President,
Secretary, Treasurer, Clubhouse Manager, Safety Director and Technical Officer.
Section 3: Election of Officers: Candidates are nominated at the November meeting. Elections are held at the Annual Business Meeting in December. A list of nominees and is posted on the Clubhouse door and may be placed on the Club’s WEB site prior to the November meeting. Candidates, also, may be nominated and elected at the December meeting.
Section 4: All candidates for office must be voting members of the Club.
Section 5: Elections are decided by a simple majority.
Section 6: The term of office for all officers lasts until the next election.
However, officers may be nominated for re-election annually. The President may not serve more than two consecutive terms Vacancies that may occur in any office during the year can be filled by a simple majority vote of the membership present at a regular meeting.
Section 7: The President presides at all meetings and is responsible for overall
leadership and management of the Club’s affairs. He/she may appoint
committees as needed, and signs contracts in the name of the Club, as
authorized by the members.
Section 8: The Vice-President assumes all the powers and responsibilities of the
President in case of the absence or disability of the President.
Section 9: The Secretary keeps the minutes of the Club’s meetings, submits
minutes and notices of upcoming Club meetings and prepares any contracts or
other documents required by the Club. The Secretary also manages all
Club correspondence, keeps a current list of Club members, and
keeps historical records for the Club.
Section 10: The Treasurer manages the receipt and disbursement of all the Club's
funds. The Treasurer maintains and, when required, presents up-to-date Profit and Loss
and Balance Sheet reports and proposed budgets; alerts and briefs the Board on
financial issues, and advises the Board on financial policy.
Section 11: The Safety Director prepares reports for accidents resulting in significant injures and glider damage. The Safety Director investigates complaints of safety violations
Section 12: The Clubhouse Manager manages the Clubhouse at Funston where members store hang gliders.
Section 13: The Technical Officer maintains the Club’s WEB site, the Wind Talker and provides technical advice to the Club.
Section 14: If a Board position is unfilled, the responsibilities of that position will be re-assigned among the other Directors, at the discretion of the President, until the position is filled.

ARTICLE IX: SPECIAL COMMITTEES
Section 1: The President may at any time appoint special committees as necessary to undertake specific responsibilities. Any committee recommendations or proposals affecting the Club must be submitted to the members for approval at Club meetings.
Section 2: The Executive Committee shall meet at any time that reasonable notice is given to Executive Committee members for the purpose of conducting emergency business that should not wait for the next regular meeting or for a disciplinary hearing. Executive Committee meetings may be open or closed as the situation dictates. A report of all Executive Committee meeting will be given by the President at the next regular meeting.

ARTICLE X: REMOVAL FROM OFFICE
Any officer member may be removed from office, for cause, by a two thirds (2/3) vote of the members present at two consecutive Club meetings.

ARTICLE XI: DISCIPLINE
Since it is the Club’s duty to administer the hang gliding program at Fort Funston, the Club may revoke or suspend the flying privileges of members or non-members.
Section 1: For violating Fort Funston or generally accepted rules and conduct, a pilot’s flying privileges may be suspended in the following manner:
A. For up to 7 days by a club officer;
B. For longer than 7 days, by a majority vote of the Executive Committee present at a hearing at which at least one witness to the violation or offense testifies and at which the accused pilot has the following rights:
1. Notice of violation;
2. Notice of hearing;
3. Name of witnesses to violation;
4. Opportunity to questions witnesses;
5. Opportunity to be heard; and
6. Opportunity to produce witnesses.
C. The hearing shall be conducted by the President or Safety Director.
Section 2: A disciplinary action imposed by the Executive Committee may be
modified only by a majority vote of the Executive Committee.

ARTICLE XII: AMENDMENTS
Section 1: These bylaws may be amended by an affirmative vote of two thirds (2/3) of the members present at two consecutive meetings. Notice of proposed
amendments must be placed on the Clubhouse door prior to the meeting and may be placed on the Club’s WEB site prior to the meetings
Section 2: Any such amendments must be consistent with the provisions of the
Club’s permit agreements and any other requirements, regulations or
agreements with state and local governments, other relevant authorities and
affiliated organizations.

ARTICLE XIII: RIGHTS OF MEMBERS
All rights not specifically granted to the Directors/Officers are reserved to
the members.

Dan,
I appreciate you now offering to help but I have to point out why your bylaws are not satisfactory. I’m sorry if some of my statements seem harsh, but you are presenting a great deal of misinformation.

First, the bylaws I propose we adopt are not "mine", they are standard corporate bylaws provided by Gene Takagi. Mr. Takagi is an attorney who specializes in non-profit corporate law. Can you make that claim?

You seem to have a grudge against USHPA and are using that to somehow cast a negative light on the proposed bylaws. What exactly it is about USHPA that you don’t like and how you think these bylaws will force the Fellow Feathers to follow suit? I say that the Fellow Feathers will continue to be run by good people elected by the membership, just as it always has.

You have based your new bylaws on the old FF bylaws and the MCHGA bylaws. That in itself is what is wrong with them! You should note that both sets of bylaws were written many years ago and without regard to incorporation or modern law. Neither set is appropriate to our current needs.

Specifically: Where have you addressed indemnification? This is the main reason we incorporated and your oversight would negate everything we have done to protect the club from liability.

Corporations are run by some sort of board, be it directors, trustees, or other. Your claim that officers run the corporation is wrong and only indicates your ignorance of corporate law. Anyone who can spell “Google” can find this out for themselves. Our bylaws need to describe all details regarding a board and yours do not.

BTW, The proposed corporate bylaws also make the directors officers, so our club will still be run by those elected by the members as it has always been.

Your bylaws also fail to list members rights to the fullest extent of the law. I could go on about what you have overlooked but I hope I’ve made my point.

You are trying to strike fear into the membership by making false statements. The corporate bylaws do not prohibit the members from controlling the club as you state. Where does it say members can’t change the rules? In fact, the HG rules are intentionally not mentioned in the bylaws because the bylaws only say how the corporation is run, not how the hang gliding site is run. The HG operations are described in the HG rules and site procedures.

The corporate bylaws specifically state that members WILL have a hearing so your claim that they don’t is false. In fact, the Fellow Feathers rules also state that members will have a hearing so it is guaranteed in two different documents!

As for the incomplete version being posted, I didn’t realize that a discussion board topic has a text limit and I have posted the missing part. Thanks a lot for *not* bringing this to my attention. If you really wanted to help the membership you would have told me right away.

The document is easier to read in PDF format and I will by happy to send a copy to anyone for review. And in standard 10 pt type it's 21 pages, not 36. Still a lot I know, but not as bad as you make out.

I too will put a copy of the proposed bylaws in the announcement box to comply with your interpretation of the current bylaws.

Dan Brown wrote:The bylaws below are presented as an alternative to Steve’s USHPA type bylaws. USHPA bylaws are appropriate for a large organization with thousands of members who rarely if ever come together for meetings. We are a small club holding monthly meetings at which members make the rules and regulations.

These bylaws are based on our old bylaws and the Marin HG Association’s bylaws. As in our old and Marin’s, members not the officer/directors control the Club making decisions on rules, regulations, etc. Pilots that the officers want to suspend are guaranteed hearings at which pilots have all the rights they have under the present bylaws including the right to have pilots testify for them.

Compare the two sets of bylaws and decide for yourself. These bylaws are four pages long. Steve’s are 32 pages long. An incomplete version of Steve’s is posted on our WEB site. The last 7 pages are missing.

Our present bylaws require bylaw changes to be posted on the Clubhouse door prior to a meeting. Mark will be posting these bylaws on the door. Additional copies may be obtained from Mark or me.

snip

Dan,
I can see this is developing into a "you against me" argument and that does not serve the club. I propose this solution: We have an independent third party review each of the proposed sets of bylaws, yours and the ones provided by Mr. Takagi.

To insure correctness, this third party would be an attorney who specializes in California non-profit corporate law, has no prior affiliation with either one of us, and is agreed upon by both of us.

We would have this attorney render their opinion as to which set of bylaws is most appropriate for a California non-profit mutual benefit corporation. The bylaws not recommended would be retracted and the club could then vote to adopt the bylaws this third party does recommend.

This review would cost money and rather than having the club foot the bill for your challenge, I suggest that you and I personally pay the bill in the following way: If the third party attorney recommends that the club adopt your bylaws then I will pay for his review service. If the attorney recommends the club adopt the bylaws provided by Mr. Takagi, then YOU pay for the review.

Do you accept these terms?

sounds fair to me.....and like a real challenge
d

Dan,
Also to be fair, I thought I’d point out another omission of yours so you can have a chance to fix it.

As you would know if you’ve been paying attention, which I assume you have, our non-member income is in excess of the 35% limit established by the IRS. Mr. Takagi wrote an eloquent solution into the bylaws that resolves that problem by creating a sliding scale for dues.

How would your bylaws resolve the IRS issue?

It has been observed that the weaker the argument, the stronger the personal attacks. Personal attacks only harm the person making them.

The bylaws the attorney gave Steve are what my profession calls “boilerplate”. They are called “boilerplate” because they are form bylaws. An attorney punches a couple of keys on the keyboard, adds a few words about the specific organization and produces 32 pages of bylaws. The bylaws are suitable for a large organization like USHPA with thousands of members whose size prevents the members from holding meetings at which the members make and vote on the rules, regulations, dues, etc. USHPA type organizations need directors to make these decisions.

We are a small group meeting monthly. Our members are perfectly capable of making the rules, regulations, dues, etc. The danger of members not making the rules was seen last year when the Club officers held a disciplinary hearing and the majority of officers voted to impose an unusual penalty upon a pilot. The penalty was so unusual and unfair that the pilot decided to quit flying rather than accept it. Fortunately I was able to get the penalty reversed because it violated our member made rules and bylaws. If the penalty had not been reversed, Funston and the sport would have lost a highly respected veteran pilot who has been a friend and mentor to many.

As to the others issues raised by Steve, a third attorney should not make the decision on the bylaws. The members make the decision. The “problem” of non-members contributing more than the permissible 35% of the Club’s income is not a problem. The solution is simple. Take less money from non-members. The money comes from donations the non-members make when they get stickers. When a projected 35% is reached, stop taking donations or put the donations in a separate account rather than the Club treasury. The donations could be used for the WEB site, site maintenance or some other improvement.

The Club doesn’t even need donations. The Club already has too much money in the treasury. We have thousands of dollars in reserve to replace a Clubhouse roof that Larry said had been replaced by the GGNRA.

Dan,
I’ve re-read you proposed bylaws and see that you now agree that directors will run the corporation. I apologize for focusing on your previous arguments that so adamantly disputed this fact and have retracted my posting. We could have avoided this if we had just talked in person.


While I believe that your bylaws are now not in conflict with the California corporation code, I still think that they lack three very important elements:

First, you have not included a provision to indemnify the directors. This is a very important clause that would protect any future directors from liability. This will not affect me since this will be my last tenure as president, but I’m thinking of anyone else who owns a home or has a bank account that can be attached were the corporation to be sued.

I also think it would be a huge mistake to not address the IRS issue. Yes, we could limit our budget to just 34% over our member (clubhouse) dues, but this could put the club in serious jeopardy. Right now we have about 100 members x $30- = $3,000- x 1.34 = $4,020- . I need to double check with our Treasurer, but I don’t think this amount would cover our current annual expenses even IF you take out the $1,000- annual allocation for re-roofing. If the membership dropped we would either go bankrupt or have to raise membership dues for the remaining members. Why would you want to place this burden on Voting Members when so many others are willing to contribute? In addition, funds above and beyond our current needs can be used for site improvements like relocation of the drinking fountain, new benches and tables, you name it.

Please note that our Special Use Agreement requires us to maintain the entire clubhouse building including the roof, so if the roof was replaced recently as Larry says, we will still need $10,000- to $15,000- to replace it when it starts to leak. Where will that money come from if we don’t save it ahead of time? It is very easy to institute a sliding dues scale, and I only see it having a positive affect on our members don’t you?

My last concern with your bylaws is the Article III, Purposes. It is important to have our non-profit application approved the first time around and Mr. Takagi has been very careful to write language that puts emphasis on the aspect of us being a social club. Your bylaws don’t have the same language and might cause our application to be rejected. I’m sure you wouldn’t want that so can’t you please copy the Purposes wording from the other bylaws?

My only goal in this debate is to protect the interests of the club and I would like to avoid a lengthy series of arguments that are likely to get ugly. How about you and I set our differences aside and do what is best for the membership? If you are willing to modify your Article III and write an indemnity clause and sliding scale membership into your bylaws, I think we can agree on a compromise. It would be most effective for you to do that ahead of time so we won’t have to debate modifications to your bylaws at the meetings, but we can do it that way if you insist. If you can’t see your way to this compromise I will argue for the adoption of bylaws that do contain these elements.

The club is facing a deadline to apply for non profit status and long delays will cost us real money in delinquent taxes. Won’t you please accept this compromise and as you said, “Save the Fellow Feathers”?

And lastly, how about we talk in real time from now on? I think we could make good progress if we worked together rather than against each other. Thanks for your help.

__

__

There are several issues raised by Steve’s 5.7.09 post.

1. Indemnification Of Officers and Directors:
Indemnification means the Club, the members, pay the “expenses, judgments, fines, settlements” of the “director, officer, employee or other agent” of the corporation for the mistaken and in certain cases the criminal acts of the “director, officer, employee or other agent” committed in a corporate capacity.
This provision is standard for a large corporation. We are not a large corporation. The basis of our sport is responsibility for our own conduct. In the past Club officers including myself have served without indemnification. The bylaws of the Marin Hang Gliding Association, the Bay Area Paragliding Association (BAPA) and the Wings of Rogallo have no indemnification provision.

2. The Roof:
The status of the roof is confused. If we are responsible for maintaining or replacing it, why did the GGNRA replace it? Years ago we did replace the roof and it cost a few thousand dollars. Times have changed and it may be more expensive. A committee should be appointed to investigate the matter and determine how much, if any, the Club should set aside for the roof.

3. The 35% Requirement:
The Club must develop projected budgets for the next several years. This cannot be done until the roof costs are known. When the roof costs are known, we can determine the amount of yearly revenue the Club requires and the extent of donations. Donations also could be directed to a special roof fund and not the Club treasury.

4. The Bylaws Being Rejected By The IRS :
This is unlikely as Enzo leaving his wife and marrying Emily.

My comments after >>>

Dan Brown wrote:There are several issues raised by Steve’s 5.7.09 post.

1. Indemnification Of Officers and Directors:
Indemnification means the Club, the members, pay the “expenses, judgments, fines, settlements” of the “director, officer, employee or other agent” of the corporation for the mistaken and in certain cases the criminal acts of the “director, officer, employee or other agent” committed in a corporate capacity.
This provision is standard for a large corporation. We are not a large corporation. The basis of our sport is responsibility for our own conduct. In the past Club officers including myself have served without indemnification. The bylaws of the Marin Hang Gliding Association, the Bay Area Paragliding Association (BAPA) and the Wings of Rogallo have no indemnification provision.

>>>SR: I don't know about BAPA, but I can state that the bylaws of the MCHGA and WOR were not drafted by an attorney who specializes in non-profit corporate law, so your using them as an example really means nothing.

Is it not true that without indemnification, the Directors (officers) can be held personally liable for mistakes of the corporation?



DB:
2. The Roof:
The status of the roof is confused. If we are responsible for maintaining or replacing it, why did the GGNRA replace it? Years ago we did replace the roof and it cost a few thousand dollars. Times have changed and it may be more expensive. A committee should be appointed to investigate the matter and determine how much, if any, the Club should set aside for the roof.

>>> SR: Our special use agreement states that FF is responsible for the building. If the roof were replaced by the GGNRA and we were not charged it was a mistake, and not something we should plan our finances on.

I measured the square footage of our portion of the roof (not including the BAAQMD annex) and called a roofing company for a ball park figure which was 10 to 15 thousand dollars. I don't see why this simple task would require a committee, but if you want to check with someone else I will be happy to appoint you as chairman of the roofing committee.

A written estimate might make you feel better but is only a hint of what something will cost in the 10 to 15 years a typical tar and gravel roof lasts. Considering for inflation and the rising cost of oil, it's reasonable to expect the future roof to cost much more than today. We can get a more exact estimate if we want to pay for it but since we are going to have to guesstimate so much of our future cost I think it would be a waste of club money.


DB:
3. The 35% Requirement:
The Club must develop projected budgets for the next several years. This cannot be done until the roof costs are known. When the roof costs are known, we can determine the amount of yearly revenue the Club requires and the extent of donations. Donations also could be directed to a special roof fund and not the Club treasury.

>>>SR: We have a ball park number which for practical use is really good enough. The money in our budget is currently being earmarked for the roofing fund. The IRS views donations as part of the club income, so they effect the 35% ratio. I don't think we should try and hide income in straw accounts.




DB:
4. The Bylaws Being Rejected By The IRS :
This is unlikely as Enzo leaving his wife and marrying Emily.

>>>SR: I didn't say the bylaws could be rejected, I said our non-profit application could be rejected. And it could quite easily if we are not careful.

Our bylaws are part of the non-profit application package and will be examined along with all the other supporting documents with which we are trying to prove our eligibility. Mr. Takagi has more experience in this field than you do and knows what the reviewers will be looking for. That is why his language should be used and not yours. No offense intended.

“Indemnification” is reimbursing somebody for his loss, damage or liability. Under the form bylaws the Club must reimburse the officers and directors for damages they suffer for their misdeeds while acting in a corporate capacity. For example last year a veteran Funston pilot was going to quit the sport because of the penalty imposed upon him by several officers at a club disciplinary hearing. The penalty violated our bylaws. After I learned about it, I e-mailed the officer responsible demanding that the penalty be withdrawn. The officer aware that he would be financially responsible for his conduct immediately withdrew the penalty and the pilot resumed flying. If the officer had not withdrawn the penalty, the pilot could have sued probably recovering several thousand dollars. Under the proposed form bylaws, the Club would have to reimburse the offending officer for what he would have had to pay to the pilot.

Under the form bylaws, a pilot’s right to a hearing is severely limited. The so called hearing may consist simply of the accused pilot submitting a written statement. Under our current bylaws the pilot is guaranteed a real hearing at which at which at least one witness to the violation or offenses testifies and at which the accused pilot has the following rights: Notice of violation; Notice of hearing; Name of witnesses to violation; Opportunity to questions witnesses; Opportunity to be heard; and Opportunity to produce witnesses.

The roof and dues issues are for the members to decide. The confusion surrounding the roof is an example of the recent tendency to make the simple complex. Ask the GGNRA who is responsible for the roof. It is dishonorable for us to remain silent when a landlord as incredibly generous as the GGNRA repaired a roof that the Club President believes is our responsibility.

Our corporate neighbors, BAPA, WOR, MCHGA, have no difficulty with their bylaws. They did not need an “expert” to provide them with a boilerplate form.

The flying was good today at the Fort. Tomorrow is Mother’s Day and the granddaughter will be here. No more posts. Read both bylaws. Come to the meeting.

DB:
“Indemnification” is reimbursing somebody for his loss, damage or liability. Under the form bylaws the Club must reimburse the officers and directors for damages they suffer for their misdeeds while acting in a corporate capacity. For example last year a veteran Funston pilot was going to quit the sport because of the penalty imposed upon him by several officers at a club disciplinary hearing. The penalty violated our bylaws. After I learned about it, I e-mailed the officer responsible demanding that the penalty be withdrawn. The officer aware that he would be financially responsible for his conduct immediately withdrew the penalty and the pilot resumed flying. If the officer had not withdrawn the penalty, the pilot could have sued probably recovering several thousand dollars. Under the proposed form bylaws, the Club would have to reimburse the offending officer for what he would have had to pay to the pilot.

SR:
Now that I’m home from vacation I have a bit more time to devote. (BTW the Smithsonian aviation museums in DC are incredible!)

I did more research and learned that the indemnity clause in our incorporation documents does in fact allow the board of directors to grant indemnity on a case by case basis, so I now agree that it is not essential that it be in the bylaws.

DB:
Under the form bylaws, a pilot’s right to a hearing is severely limited. The so called hearing may consist simply of the accused pilot submitting a written statement. Under our current bylaws the pilot is guaranteed a real hearing at which at which at least one witness to the violation or offenses testifies and at which the accused pilot has the following rights: Notice of violation; Notice of hearing; Name of witnesses to violation; Opportunity to questions witnesses; Opportunity to be heard; and Opportunity to produce witnesses.

SR:
I agree with you so much I even had this clause written into the FF rules where they are easily found by everyone. I guess you missed that.

DB:
The roof and dues issues are for the members to decide. The confusion surrounding the roof is an example of the recent tendency to make the simple complex. Ask the GGNRA who is responsible for the roof. It is dishonorable for us to remain silent when a landlord as incredibly generous as the GGNRA repaired a roof that the Club President believes is our responsibility.

SR:
True, the budget IS for the members to decide, which they did when they approved the budget that allocates money for the roof, so your arguing against it is pointless.

Your bylaws currently state “ARTICLE VII: FISCAL YEAR
The fiscal year is from December1 to November 30.” But the membership has previously voted to have the FF fiscal year run from Oct 1 through Sept 30. You wouldn’t want to go against the membership would you? You could either change your dates, or better yet, not even have them in the bylaws, just let them be set by decree of the board.
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There is nothing confusing about the paragraph in our SUA that specifically states that we are responsible for roofing, among other things. The FF has been taken by surprise to learn from Larry that the GGNRA re-roofed the building on their own. Today I asked the local GGNRA maintenance leader how this could have happened and he said it must have been on an old work order and that these things take time to get done because of budget limitations. I asked him how the Fellow Feathers might donate to the GGNRA and have the money allocated to Fort Funston. He said he would try and find out. This could be an excellent use of our moneys.

Everyone is acting in good faith so I wish you would restrain from accusing us of being dishonorable. Wasn’t it you who stated “It has been observed that the weaker the argument, the stronger the personal attacks. Personal attacks only harm the person making them.”?

DB:
Our corporate neighbors, BAPA, WOR, MCHGA, have no difficulty with their bylaws. They did not need an “expert” to provide them with a boilerplate form.

SR:
As I said before, their bylaws were not written with incorporation in mind and are not a good example.

Unless there are members who feel strongly that we adopt the bylaws suggested by Mr. Takagi, I’m willing to work on your bylaws to get them more acceptable. This would include correcting the fiscal year dates and adding to the statement of purpose among other small changes that we can discuss at the meeting.

I too want to stop this back and forth between us. I trust the intelligence of our membership and that they will make a good decision based on the facts presented.