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[Name of Association (ie. The Hidden Valley Seniors Association)]
ARTICLE 1 - NAME 1.1 The name of the association is "[Name of Association]" (the "Association"). ARTICLE 2 - OBJECTS 2.1 The 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 3.1 3.2 3.3 Membership in the Association is open to [Insert Membership Qualification Criteria (ie. all senior citizens in the Hidden Valley community)]. The fees for membership in the Association shall be as determined by the Board of Directors of the Association. There are three categories of membership in the Association (the "Members"): (a) (b) Active Member: a person actively participating in the Association and in good standing in payment of membership fees; Inactive Member: a person with a continuing interest in the objects of the Association, who is in good standing in payment of the membership fees, but who no longer participates actively in the Association. Honorary Member: a person who becomes a life member by being honoured for outstanding participation in the Association. Such a member may choose to be active or inactive. ARTICLE 4 - PRIVILEGES OF MEMBERS 4.1 4.2 Active Members, in good standing, are eligible to hold office and to vote at meetings of the Members. Inactive and Honorary Members may attend meetings of the Members, but without voting rights and are ineligible to hold office.
-2ARTICLE 5 - DIRECTORS 5.1 The 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 a term of one year. A retiring director is eligible for re-election, and if an election of directors is not held at the proper time, the directors continue in office until their successors are elected. No individual shall be qualified to serve as a director unless he or she is a Member of the Association or the duly nominated representative of a Member; provided that if an individual 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 date of election. The Members may, by resolution passed by a majority of votes cast thereon at a special meeting 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 the remainder of the term of office. Any vacancy occurring in the Board of Directors may be filled for the remainder of the term by the directors then in office. A quorum for the transaction of business at meetings of the Board of Directors shall be a majority of the directors in office. Meetings 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 shall hold 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 transaction of any other business. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, shall be as valid as if it had been passed at a meeting of directors or a committee of directors. 5.8 Notice of meetings of the Board of Directors shall be delivered or telephoned to each director not less than five (5) days, or mailed not less than fourteen (14) days (excluding Saturdays, 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 notice has been given pursuant to the By-laws shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are
5.5 5.6 5.7
-3present or if those absent have signified their consent to the meeting being held without notice and in their absence. 5.9 Questions arising at any meeting of the Board of Directors shall be decided by a majority vote. 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. The directors shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office. The directors may be reimbursed by the Association for their traveling and other out-ofpocket 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 6.1 6.2 The officers of the Association are the president, vice-president, secretary and treasurer. The officers of the Association shall be appointed annually by the Board of Directors at the annual meeting of the Board of Directors for a term of one (1) year and are eligible for re-election. ARTICLE 7 - MEETINGS 7.1 7.2 7.3 7.4 Two general meetings of the Association shall be held annually. The meeting held within six months following the Association's year-end shall be the annual meeting. Special general meetings may be convened by the president and shall be convened upon the written request of ten active Members. Ten (10) days' notice of all meetings shall be given to all active Members. However, Members in attendance at meetings may waive this notice requirement. Questions arising at any meeting of the Association shall be decided by a majority vote of those present and entitled to vote. In the case of a tie, the chair of the meeting has a second or casting vote. A majority of the Active Members present in person constitute a quorum of Members for the transaction of business by the membership. ARTICLE 8 - BY-LAWS 8.1 The 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
-4voting at a meeting duly called for that purpose and approved by the Board of Directors, and shall not be effective until so confirmed and approved. ARTICLE 9 - AUDITORS 9.1 Subject to the direction of the Board of Directors, auditors may be appointed at the annual meeting of the Association. ARTICLE 10 - NOT-FOR-PROFIT 10.1 No member of the Association may receive any income of the Association (except for repayment of reasonable expenses duly authorized by the Board of Directors and properly incurred on behalf of the Association), and the activities of the Association shall be carried on without a view to profit. ARTICLE 11 - DISSOLUTION 11.1 The Association may be dissolved by two-thirds of the votes cast at a general meeting of members called for that purpose. On dissolution of the Association, the property remaining after payment of all debts of the Association shall be transferred to the Members. ARTICLE 12 - AMENDMENTS 12.1 Any amendment to this Constitution must be approved by a majority of the Board of Directors and sent to all members one month prior to the meeting at which it is to be presented. No amendment shall be effective until confirmed by a two-thirds majority vote of the active Members at a meeting duly called to consider the amendment and until it has received the approval of the board
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