Proposed Amended
and Restated BY-LAWS
of
THE
(a California
Public Benefit Corporation)
as revised November,
2005
ARTICLE
1 MEMBERSHIP
Section 1. CLASSES
This corporation shall be a membership corporation
pursuant to Section 5056 of the California Corporation Code. There shall be two (2) classes of membership
in this corporation.
a.
Regular
member.
b.
Junior
member.
Section 2. NUMBER
There shall be no limit on the number of members in the corporation.
Section 3. QUALIFICATIONS
A person to qualify for membership
must:
a. Regular member:
(1)
Have
reached the age of eighteen.
(2)
Live
in proximity to the
(3)
The
member or immediate family must own, or have
access to, and/or be a parent or guardian of a Junior member.
(4)
Submit
a completed membership application to the
Vice President on a form to be prescribed by the corporation accompanied by tthe initiation fee and dues as described in Article I,
Sections 4,7 & 8.
b. Junior members must qualify in
accordance with the Rules and Regulations of the Moraga Junior Horsemen's Association as provided in Appendix A.
Section 4. APPLICATION
The application for Regular membership must include, but is not limited to:
a.
Name,
address, and age of applicant.
b.
Pertinent
information concerning the applicant's riding experience and horse.
c.
The
application for membership shall include an agreement
to comply with the provisions of the articles of incorporation, the
bylaws now or
hereafter
enforced, and all rules and regulations that may be adopted by the membership
or the Board of Directors.
Section 5. ADMISSION TO MEMBERSHHIP
The applicant for regular membership
will be admitted to membership in the corporation by not less than a two-thirds
affirmative vote of the members present at any regular meeting of the
membership. Any applicant not so elected
shall be entitled to a return of the initial fee and any dues paid.
Section 6. VOTING
Each family (husband/wife
or registered domestic partners) in good standing shall have one vote.
Section 7.
INITIATION FEES
The initiation
fee shall be ten dollars ($10) per family and shall accompany the application
for regular membership. Junior members
upon becoming eighteen (18) years of age may become regular members and no
additional fee will be required.
Section 8. MEMBERSHIP
DUES
Each family (husband/wife
or registered domestic partners) shall constitute one membership. Each regular member will pay
dues as set by the members in January of each year. New
members will pay the entire initiation
fee and dues on a pro-rata basis for
the remainder of the year at the time of application to membership in
the association.
Section 9.
ASSESSMENTS
The Board of
Directors shall have the power and authority to receive or collect from any
source, whether as payment for services rendered by the corporation, pursuant
to contract, by way of contribution, or otherwise, any and all sums of money
which may be useful, appropriate or required for the furtherance of any
objectives and purposes of this corporation.
Section 10. INSURANCE AND RELEASE OF
LIABILITY FORMS
A portion of
the dues of all members, regular and junior, shall be used to purchase
comprehensive liability insurance for the association and such other insurance,
including directors and officers liability insurance, as the board may from
time to time deem appropriate .
Release of liability forms shall be signed
by all family members and friends of MHA and MJHA who come onto EBMUD leased
property.
Section 11. DELINQUENCIES
A member
delinquent for a period of four months in the payment of any financial
obligation to the corporation, including fees, dues, or assessments, at the end
of the first month after the quarter in which the obligation was incurred,
shall be suspended, and shall not be entitled to vote or otherwise exercise any
privilege or right of member-ship, including insurance coverage,
until such obligation is paid. A
member granted a leave of absence shall similarly be suspended, until
active membership is resumed by payment of dues.
Section 12. EXPULSION
A regular
member may be expelled from the
corporation for any reason deemed sufficient by the Board of Directors. The member who is being considered for expulsion
shall be given a thirty-day written notice setting forth the reasons which
impel the expulsion coupled with the opportunity to meet with the Board of
Directors within that time. At the
conclusion of the notice period, the Board of Directors shall vote on the
expulsion either at the next regular meeting following the board or at a
special meeting called for that purpose.
Such member shall be expelled from the corporation by a two-thirds vote
of the Board members present.
ARTICLE 2 DIRECTORS
Section 1. NUMBER
The Board
of Directors will consist of nine (9) regular
members, the five (5) elected officers of the corporation, who will serve as
Directors during their term of office, the two (2) immediate past
Presidents, and two (2) additional directors elected at-large. At-large directors shall be elected by the Regular
members at the annual meeting for a term of two years
or
until their successors are elected,
and their term will begin immediately after adjournment of the annual meeting. There shall not be two
directors from the same family.
Section 2. POWERS
Except as
otherwise herein provided, the powers of the corporation shall be exercised,
its property controlled, and its business affairrs conducted by the Board of
Directors. The Board of Directors will give due consideration to the suggestions of
the Executive Committee of the Junior Associatioon.
Section 3 DUTIES
It shall be the duty
of the directors to:
a.
Perform
any and all duties imposed on them collectively or individually by law, by the
Articles of Incorporation of this corporation, or by these Bylaws;
b.
Appoint
and remove, employ and discharge and, except as otherwise provided in these
Bylaws, prescribe the duties of all officers, agents and employees of the
corporation;
c.
Supervise
all officers, agents and employees of the corporation to assure that their
duties are performed properly;
d.
Meet
at such times and places as required by these Bylaws;
e.
Register
their addresses with the Secretary of the corporation and notices of meetings
mailed or e-mailed to them at such addresses shall be valid notices thereof;
and,
f.
Appoint
such committees and counsel, agents and employees, and fix the compensation of
such counsel, agent and employees as it may see fit, and the Board shall
prescribe the powers, duties and functions of all such committees, counsel,
agents and employees. All committees,
however, and all officers, agents and employees of the corporation appointed by
the Board of Directors shall be subject to the control and supervision of the
Board and shall be subject to the removal at the pleasure of the Board.
Section 4. ELECTION
OF DIRECTORS AND TERMS OF OFFICE
The
officers of the Board of Directors will consist of Chairperson
and Vice-Chairperson. These officers will be the Second Past President
and First Past President, respectively, as confirmed
by the Directors at the first meeting of the Directors following the annuall meeting. Failing such confirmation, these officers wwill be elected by the
Directors at that first meeting. Such
Board Officers shall serve until replaced or reconfirmed by the Board.
Section 5. CONDUCT
OF MEETINGS
The
chairperson of the Board of Directors shall preside at
all meetings of the Board of Directors. He shall be a member with right
to vote of all committees appointed by the
Board of Directors and shall perform such
other duties as are necessary and incident to this office.
The Vice-Chairperson of
the Board of Directors shall act in the absence of the Chairperson.
Section 6. CONSULTATION WITH
The Board of Directors shall consult
with and advise the members of the Junior
Horsemen's Committee and Executive
Committee of the Junior Association regarding the functions of their respecttive offices, the conduct and activities of the Junior members, and
in any other regard that the Board of Directors considers appropriate.
Section 7 VACANCIES
Vacancies on the Board of Directors will be filled by
the vote of the remaining directors.
Vacancies on the Board of Directors shall exist (1) on the death,
resignation or removal of any director, and (2) whenever the number of
authorized directors is increased.
Directors may be removed without cause by a majority of the directors
then in office. Any director may resign
effective upon giving written notice to the Chairperson of the Board, the
President, the Secretary, or the Board of Directors, unless the notice
specifies a later time for the effectiveness of such resignation.
Section 8. NO INTEREST IN ASSETS;NON-LIABILITY OF
DIRECTORS
No Director shall possess any
property right in or to the property of this corporation. In the event this corporation owns or holds
any property upon its dissolution, after paying and adequately providing for
its debts and obligations, the Directors shall dispose of the remaining
property in accordance with the Articles of Incorporation.
Except as provided by the California
Nonprofit Public Benefit Law, the Directors shall not be personally liable for
the debts, liabilities, or other obligations of the corporation.
Section 9.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the fullest extent permitted by
law, this corporation shall indemnify and hold harmless any person who was or
is a party to, or is threatened to be made a party to, or is otherwise involved
in any threatened, pending or completed action, suit or proceeding by reason of
the fact that such person is or was a Director, officer, employee or agent to
this corporation or is or was serving at the express request of this
corporation as a member, director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The foregoing indemnification shall not be
deemed exclusive of any other right to which such person may be entitled. Furthermore, such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent of this corporation an shall inure to the benefit of the estate,
executor, administrator, heirs, legatees, or devisees or such person.
To the fullest extent permitted by
law and except as otherwise determined by the Board in a specific instance,
expenses, including attorneys’ fees, incurred by a person seeking
indemnification in defending any action, suit or proceeding shall be advanced
by the corporation before final disposition upon receipt and acceptance by the
corporation of an undertaking by or on behalf of that person to repay such
amount unless it is ultimately determined that such person is entitled to be
indemnified for those expenses by the corporation.
ARTICLE 3 OFFICERS
Section
1. NUMBER OF OFFICERS
The officers of
the corporation shall consist of a President, Vice-President, Secretary,
Treasurer and Sergeant at Arms.
Section 2. PRESIDENT.
The President
shall be the chief executive officer of the corporation and shall, subject
to the control of the Board of Directors, supervise and control the affairs of
the corporation and the activities of the officers. He or she shall perform all duties incident
to his or her office and such other duties as may be required by law, by the
Article of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of
Directors. The President shall preside
at all general meetings of the members.
Except as otherwise expressly provided by law, the Articles of
Incorporation, or by these Bylaws, he or she shall, in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks or other
instruments which may from time to time be authorized by the Board of
Directors.
He or she shall
be a member ex-officio, with the right to vote, of all member committees. He or
she may appoint such committees composed of members of the corporation as are
necessary to assist in accomplishing the purposes of the corporation. He or she
shall communicate to the Board of Directors such matters and make such
suggestions as may in his or her opinion tend to promote the welfare and
increase the usefulness of the corporation, and shall perform such other duties
as are necessary and incident to the office of president of the corporation.
The President,
together with the Pasture Manager and Assistant Pasture Manager, shall serve as
liaisons to EBMUD.
Section 3. VICE-PRESIDENT.
In
the case of the absence of the president, or his inability to act from any
cause whatsoever, the
Vice-President shall perform, for the time
being, the duties of the president's office.
The Vice-President is
also charged with the office of Membership
Chairman and sends to all prospective new members the Bylaws, any guidelines,
membership forms and liability releases.
The
Vice-President is a member of the Pasture Committee and will keep record of the
waiting list for the pasture spaces.
Section 4. SECRETARY.
The
Secretary of the corporation shall give due notice of all meetings to the
Regular membership when notice is required, and shall attend such meetings and
keep minutes of the proceedings thereof and record the same over his or her
signature in a minute book.
The Secretary
shall have custody of the records of the corporation and its committees, attend to the proper publication of all reports, and conduct official
correspondence. He or she shall keep a roll of the members of the corporation,
and of all committees. He or she records and maintains the attendance logs for
all meetings and events.
The
Secretary shall perform such other duties as are usually incident to his or her
office or as may be required of him or her by the president or the Board of
Directors.
The
Secretary shall:
a.
Certify and keep the original, or a copy of these Bylaws
as amended or otherwise altered to date.
b.
Keep a book of minutes of all meetings of the Directors,
and if applicable, meetings of committees of Directors and of members,
recording therein the time and place of holding, whether regular or special,
how called, how notice thereof was given, the names of those present or
represented at the meeting, and proceedings thereof.
c.
See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law.
d.
In general, perform all duties incident to the office of
Secretary and such other duties as may be required by law, by the Articles of
Incorporation of the corporation, or by these Bylaws, or which may be assigned
to him or her from time to time by the Board of Directors.
Section 5. TREASURER.
Subject to the
provisions of these Bylaws relating to the “Execution of Instruments, Deposits
and Funds” the Treasurer shall:
a. Have charge and custody of, and be responsible for,
all funds and securities of the corporation, and deposit all such funds in the
name of the corporation in such banks, trust companies, or other depositories
as shall be selected by the Board of Directors.
b.
Receive, and give receipts for, monies due and payable to the corporation
from any source whatsoever.
c.
Disburse, or cause to be disbursed, the funds of the corporation
as may be directed by the Board of Directors, taking proper vouchers for such
disbursements.
d.
Keep and maintain adequate and correct accounts of the corporation's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains and losses.
e.
Prepare an accounting summary for distribution at each regular
meeting of the membership.
f.
Exhibit at all
reasonable times the books of account and financial records to any director of
the corporation, or to his or her agent or attorney, on request therefore.
g.
Render to the President and Directors, whenever requested, an
account of any or all of his or her transactions as Treasurer and of the
financial condition of the corporation.
h.
Prepare, or cause to be prepared, and certify, or cause to be
certified, the financial statements to be included in any required
reports. In general, perform all duties
incident to the office of Treasurer and such other duties as may be required by
law, by the Articles of Incorporation of the corporation, or by these Bylaws,
or which may be assigned to him or her from time to time by the Board of
Directors.
Section 6. SERGEANT AT ARMS.
The Sergeant at
Arms will maintain order
at all meetings or activities of the membership and act in other ways as directed by the president.
Section 7.
ELECTIONS OF OFFICERS
The officers of
the corporation shall be nominated and elected at the annual meeting of the
regular members for a term of one year or until their successors are elected,
whichever is longer.
Section 8. SUBORDINATE OFFICERS
The Board of Directors may appoint such other
subordinate
officers or agents (known as Assistant Secretary or Assistant
Treasurer, et cetera) as it may, from time to time, deem desirable, and such
officers shall serve such terms, have such authority, and perform such
duties as may be prescribed by the Board of Directors.
Section 9. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 10.
COMPENSATION
The officers of the corporation shall serve without
compensation.
ARTICLE 4 MEETINGS
Section 1. PLACE OF MEETING
Meetings of the
Board of Directors may be held at any place within the State of
Section 2. REGULAR MEETINGS
Regular meetings
of the Board of Directors shall be held preferably at least once each three (3)
months, upon the call of the Chairperson and at the time and place designated
by him or her. Notice of the time and place of such meetings shall be given to
each Director at least seven (7) days prior to the meeting.
Regular meetings
of the regular member shall be held, preferably once a month, on a regularly
scheduled day at a regularly scheduled time.
Section 3. ANNUAL MEETINGS
The annual meeting of the regular
members of the corporation and the annual meeting of the Board of Directors
shall be held, unless otherwise specified by action of the membership or by the
Board of Directors, in January of each year. Written notice of any
annual meeting shall be given at least seven (7) days prior to such meeting by
first-class mail or seventy-two (72) hours’ notice delivered personally or by
telephone or e-mail. Annual reports and
financial statements shall be presented to the members at the annual meeting.
The annual
meeting of the Board of Directors shall be called by the Chairperson of the
Board, the President, the Vice-Chairperson, or by any two directors, and such
meetings shall be held at any place within the State of
Section 4. SPECIAL
MEETINGS
Special meetings of the
Board of Directors or of the Regular members shall be held upon call of, and at
the time and place specified by, the Chairperson of the Board of Directors or
by the President of the corporation. Written notice of any special meetings of
the Board of Directors or of the members shall be given at least seven (7) days
prior to such meeting.
Notice of any
special meeting shall state the purpose thereof, but no notice shall be necessary
where each member of the body meeting is present, or, if not present, waives
notice by written waiver. Any such
written waiver of notice shall be effective whether it is signed prior to or
subsequent to the meeting to which it relates.
Special
meetings of the regular members of the corporation shall be held upon the
written request of a majority of the members, and special meetings of the
Board of Directors shall be held upon the written request of a majority of the
Directors. Such written request shall be
addressed and delivered to the President or Secretary, whereupon it shall be
the duty of the President to call such meeting at the time and place designated
in such request, or, if not so designated, at such time and place as he or she
may designate, which shall not be more than thirty (30) days following receipt
of such written request. Notice of such
meeting shall be given as provided in Sections 4 and 5 of this Article
Section 5.
NOTICE OF MEETINGS
Regular members
will be notified at least seven (7) days prior to the date of a
regular meeting of any policy issues to be raised at the meeting. Inclusion in the club newsletter shall be
sufficient notice.
Section 6. CONTENTS OF NOTICE
Notice of meetings
shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be
specified in the notice.
Section 7. QUORUM FOR MEETINGS
At all meetings
of the regular membership of the corporation the presence of 10 regular members
shall constitute a quorum for the transaction of business. At all meetings of
any committee, the presence of one-half (1/2) of the members of such committee shall constitute a quorum for the transaction of
business.
At all meetings
of the Board of Directors, the presence of a majority of the members of
the Board of Directors of the corporation shall constitute a quorum for the
transaction of business. Should there be less than a quorum present, those
present may nevertheless adjourn the meeting without further notice to a
specified time and place.
Except as otherwise provided in
these Bylaws or in the Articles of Incorporation of this corporation, or by
law, no business shall be considered by the Board at any meeting at which a
quorum is not present, and the only motion which the Chair shall entertain at
such meeting is a motion to adjourn.
When a meeting is adjourned for lack of a quorum, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted at such meeting, other than by announcement at
the meeting at which the adjournment is taken.
The directors present at a duly called and held meeting at which a
quorum is initially present may continue to do business notwithstanding the
loss of a quorum at the meeting due to a withdrawal of directors from the
meeting, provided that any action thereafter taken must be approved by at least
a majority of the required quorum for such meeting or such greater percentage
as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
Section 8. MAJORITY ACTION AS BOARD ACTION
In all actions, meetings or
proceedings of the regular members of the corporation or of the Board of
Directors, a majority vote or written consent of the regular members or of the
Directors present shall be required to constitute the act of such body, except
where herein specifically provided to be in some other manner.
Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present is the act of the Board of
Directors, unless the Articles of Incorporation or Bylaws of this corporation,
or provisions of the California Nonprofit Public Benefit Corporation Law
require a greater percentage or different voting rules for approval of a matter
by the Board.
Section 9. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be
presided over by the Chairperson of the Board, or, if no such person has been
so designated or, in his or her absence, the Vice-Chairperson of the
corporation or, in his or her absence, by the President of the corporation or,
in his or her absence, by the Vice-President of the corporation or, in the absence of each of these
persons, by a chairperson chosen by a majority of the directors present at the
meeting. The Secretary of the corporation shall act as secretary of all
meetings of the board, provided that, in his or her absence, the presiding
officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by Robert’s Rules of
Order, as such rules may be revised from time to time, insofar as such rules
are not inconsistent with or in conflict with these Bylaws, with the Articles
of Incorporation of this corporation, or with provisions of law.
Section 10. ACTION BY
UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required
or permitted to be taken by the Board of Directors under any provision of law
may be taken without a meeting, if all members of the board shall individually
or collectively consent in writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the board. Such action by written consent shall have the
same force and effect as the unanimous vote of the Directors.
ARTICLE 5 EBMUD ARENA
AND PASTURE PROPERTY
Section 1. USE AND MAINTENANCE OF EBMUD PROPERTY
The membership is encouraged to enjoy and participate in the
maintenance of the EBMUD arena and pasture areas. MHA members and wait listees are invited to
the regular Pasture Committee meetings.
Section 2. PASTURE
COMMITTEE
The current welfare of the horses in the pasture will be
under the control of their owners, who will comprise the Pasture
Committee. The Pasture Committee shall
elect annually a Pasture Manager and an Assistant Pasture Manager. To be eligible for these offices, a Pasture
Committee member must have had his or her horse in the pasture for at least two
(2) years.
Section 3. EBMUD PROPERTY
GUIDELINES
The EBMUD Property Guidelines governing the use of the
pasture shall be reviewed by the Pasture Committee on an annual basis or more
often as requested by the Board of Directors.
ARTICLE 6 MORAGA JUNIOR HORSEMEN’S ASSOCIATION
Section 1.
GOVERANCE
Junior members of the corporation shall be
organized as the Moraga Junior Horsemen’s Association which shall elect
officers and conduct business in accord with the Rules and Regulations included
in Appendix A to these Bylaws and made part of these Bylaws.
Section 2.
STANDING COMMITTEE
The President of the corporation shall appoint a
standing committee of not less that five (5) regular members to promote and
supervise the activities of the junior members.
The Chairperson of the Junior Horsemen’s Committee will be an advisor to
the Board of Directors.
ARTICLE 7 OTHER COMMITTEES
SECTION 1. OTHER COMMITTEES
The corporation shall have such other committees as may from
time to time be designated by resolution of the Board of Directors. Such other
committees may consist of persons who are not also members of the board. These additional committees shall act in an
advisory capacity only to the board and shall be clearly titled as
"advisory" committees.
Section 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by,
noticed, held and taken in accordance with the provisions of these Bylaws
concerning meetings of the Board of Directors, with such changes in the context
of such Bylaw provisions as are necessary to substitute the committee and its
members for the Board of Directors and its members, except that the time for regular
meetings of committees may be fixed by resolution of the Board of Directors or
by the committee. The time for special meetings of committees may also be fixed
by the Board of Directors. The Board of Directors may also adopt rules and
regulations pertaining to the conduct of meetings of committees to the extent
that such rules and regulations are not inconsistent with the provisions of
these Bylaws.
ARTICLE 8 EXECUTION OF INSTRUMENTS,
DEPOSITS AND FUNDS
Section
1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in
these Bylaws, may by resolution authorize any officer or agent of the
corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, and such authority may be general
or confined to specific instances. Unless so authorized, no officer, agent, or
employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.
Section
2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of
the Board of Directors, or as otherwise required by law, checks, drafts,
promissory notes, orders for the payment of money, and other evidence of
indebtedness of the corporation shall be signed by the Treasurer or the
President of the corporation.
Section 3. DEPOSITS
All funds of the corporation shall be deposited from time to
time to the credit of the corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
Section
4. GIFTS
The Board of Directors may accept on behalf of the
corporation any contribution, gift, bequest, or devise for the charitable or
public purposes of this corporation.
ARTICLE 9 CORPORATE RECORDS AND
REPORTS
Section 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:
a. Minutes of all meetings of Directors
and committees of the Board indicating the time and place of holding such
meetings, whether regular or special, how called, the notice given, and the
names of those present and the proceedings thereof;
b. Adequate and correct books and
records of account, including accounts
of its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
c. A copy of the corporation's Articles
of Incorporation and Bylaws as amended to date, which shall be open to
inspection by the members, if any, of the corporation at all reasonable times
during office hours.
Section 2. DIRECTORS' INSPECTION RIGHTS
Every Director 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 the corporation.
Section 3. ANNUAL AUDITS
The records and books of the corporation shall be audited
annually, as soon as possible after the end of each fiscal year, by a committee
of Directors appointed by the Chairperson.
In no event shall the committee be fewer than three (3) Directors.
ARTICLE 10 FISCAL YEAR
The fiscal
year of the corporation shall begin on the first day of January and end on the
last day of December of that year.
ARTICLE 11 AMENDMENTS
Section
1. AMENDMENTS
These Bylaws may be amended, altered, changed or repealed at
any regular meeting of the regular members of the corporation by majority vote
of those present or written consent of majority of the regular members,
provided that the motion to amend these Bylaws is made during a regular meeting
next preceding the regular meeting that the motion is voted upon.
Section 2. NUMBER OF DIRECTORS
The number of the Directors of the corporation may be
changed by amendment to the Bylaws made as herein provided.
CERTIFICATION
This is to
certify that the foregoing is a true and correct copy of the Amended and
Restated Bylaws of the Moraga Horsemen’s Association as adopted at a meeting of
the Board of Directors held on _________, 2005.
Dated: ________________
Executed at ____________, California
______________________, Secretary