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Constitution for an Unincorporated Non-Profit Association

Constitution for an Unincorporated Non-Profit Association

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Published by: Legal Forms on Jan 19, 2008
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Constitution
[Name of Association (ie. The Hidden Valley Seniors Association)]
ARTICLE 1 - NAME
1.1The name of the association is "[Name of Association]" (the "Association").
ARTICLE 2 - OBJECTS
2.1The objects for which the Association has been formed are to [Objects of Association (ie. provide a club for seniors in the Hidden Valley community to meet and socialize)].
ARTICLE 3 - MEMBERSHIP
3.1Membership in the Association is open to [Insert Membership Qualification Criteria (ie.all senior citizens in the Hidden Valley community)].3.2The fees for membership in the Association shall be as determined by the Board of Directors of the Association.3.3There are three categories of membership in the Association (the "Members"):(a)
Active Member
: a person actively participating in the Association and in goodstanding in payment of membership fees;(b)
Inactive Member
: a person with a continuing interest in the objects of theAssociation, who is in good standing in payment of the membership fees, but whono longer participates actively in the Association.(c)
Honorary Member
: a person who becomes a life member by being honoured for outstanding participation in the Association. Such a member may choose to beactive or inactive.
ARTICLE 4 - PRIVILEGES OF MEMBERS
4.1Active Members, in good standing, are eligible to hold office and to vote at meetings of the Members.4.2Inactive and Honorary Members may attend meetings of the Members, but withoutvoting rights and are ineligible to hold office.
 
- 2 -
ARTICLE 5 - DIRECTORS
5.1The affairs of the Association shall thereafter be managed by a board of directors (the"Board of Directors") consisting of three individuals. Each director shall be elected for aterm of one year.5.2A retiring director is eligible for re-election, and if an election of directors is not held atthe proper time, the directors continue in office until their successors are elected.5.3No individual shall be qualified to serve as a director unless he or she is a Member of theAssociation or the duly nominated representative of a Member; provided that if anindividual who is not so qualified is elected a director, he or she may so qualify by becoming a member or the representative of a Member within ten (10) days after the dateof election.5.4The Members may, by resolution passed by a majority of votes cast thereon at a specialmeeting of Members called for the purpose (of which notice specifying the intention to pass the resolution has been given), remove any director before the expiration of his or her term of office and may elect another qualified individual in his stead for theremainder of the term of office.5.5Any vacancy occurring in the Board of Directors may be filled for the remainder of theterm by the directors then in office.5.6A quorum for the transaction of business at meetings of the Board of Directors shall be amajority of the directors in office.5.7Meetings of the Board of Directors may be held at any place within State of [State (ie.California)], as designated in the notice calling the meeting. Meetings of the Board of Directors may be called by the Secretary of the Association. There shall be a meeting of the Board of Directors at least once every calendar year. The Board of Directors shallhold a meeting within seven (7) days following the annual meeting of the Association for the purpose of organization, the election and appointment of officers and the transactionof any other business.A resolution in writing, signed by all the directors entitled to vote on that resolution at ameeting of directors or committee of directors, shall be as valid as if it had been passed ata meeting of directors or a committee of directors.5.8Notice of meetings of the Board of Directors shall be delivered or telephoned to eachdirector not less than five (5) days, or mailed not less than fourteen (14) days (excludingSaturdays, Sundays and statutory holidays observed in State of [State (ie. California)]) before the meeting is to take place. The statutory declaration of the Secretary that noticehas been given pursuant to the By-laws shall be sufficient and conclusive evidence of thegiving of such notice. No formal notice of a meeting is necessary if all the directors are
 
- 3 - present or if those absent have signified their consent to the meeting being held withoutnotice and in their absence.5.9Questions arising at any meeting of the Board of Directors shall be decided by a majorityvote. Each director is authorized to exercise one vote. In the case of an equality of votes,the chair shall not have a second or casting vote.5.10The directors shall receive no compensation, either directly or indirectly, for acting assuch and shall not receive, either directly or indirectly, any profit from their office. Thedirectors may be reimbursed by the Association for their traveling and other out-of- pocket expenses reasonably and actually incurred in connection with the performance of their duties. No confirmation of any such payment by the Members shall be required.
ARTICLE 6 - OFFICERS
6.1The officers of the Association are the president, vice-president, secretary and treasurer.6.2The officers of the Association shall be appointed annually by the Board of Directors atthe annual meeting of the Board of Directors for a term of one (1) year and are eligiblefor re-election.
ARTICLE 7 - MEETINGS
7.1Two general meetings of the Association shall be held annually. The meeting held withinsix months following the Association's year-end shall be the annual meeting.7.2Special general meetings may be convened by the president and shall be convened uponthe written request of ten active Members.7.3Ten (10) days' notice of all meetings shall be given to all active Members. However,Members in attendance at meetings may waive this notice requirement.7.4Questions arising at any meeting of the Association shall be decided by a majority vote othose present and entitled to vote. In the case of a tie, the chair of the meeting has asecond or casting vote.7.5A majority of the Active Members present in person constitute a quorum of Members fothe transaction of business by the membership.
ARTICLE 8 - BY-LAWS
8.1The Board of Directors may pass by-laws respecting the affairs of the Association. Any by-law passed by the Board of Directors shall be confirmed by a majority of Members

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