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ARTICLE
I. OFFICES
Principal Office
Section 1.01. The principal office of the Corporation for
its transaction of business is located in the County of
Los Angeles.
Change
of Address
Section
1.02. The Board of Directors is hereby granted full power
and authority to change the principal office of the Corporation
from one location to another in the County of Los Angeles,
California. Any such change shall be noted by the Secretary
in these Bylaws, but shall not be considered an amendment
of these Bylaws.
ARTICLE
II. MEMBERS
Classification
and Qualification of Members
Section
2.01. The Corporation shall have 4 classes of members as
follows: Regular Member, Associate Member, Honorary Member
and Charter Member.
Eligibility
of Membership
Section
2.02. Any natural person is eligible to be a member of the
Corporation provided that: Admission
to Membership
Section 2.03. Any person qualified for membership under
Section 2.01 of these Bylaws and eligible for membership
under Section 2.02 of these Bylaws shall be admitted to
membership as follows:
a. Shall satisfy the attendance requirements as set forth in the Standing Rules. b. Shall submit an application for membership in form prescribed by the Board of Directors. c. Be approved for membership as per the Standing Rules in effect at the time of application. Dues
Section
2.04. The annual dues payable to the Corporation by Regular
and Associate members shall be in such amounts as shall
be determined by the membership. Dues shall be payable at
such time or times as may be fixed by the membership. A
member, on learning of the amount of dues determined by
the Board of Directors and the time or times of payment
fixed by the Board of Directors, may avoid liability for
the dues by promptly resigning from membership, except where
the member is, by contract or otherwise, liable for the
dues. No dues shall be owed or paid by Charter or Honorary
members.
Financial
Commitments
Section 2.05. In the event any member agrees to attend a
club function which has a stated cost per member, which
results in a financial commitment by the Corporation and
financial loss resulting from inadequate member participation,
such member shall be obligated to the club in the amount
of such stated cost per member if such member fails to attend
for any reason.
Number
of Members
Section 2.06. Regular membership shall be limited to not
more than 100 Regular members at any one time. In the event
the Club's regular membership is at 100, a Prospective Membership
List will be maintained by the Membership Chairman per the
Standing Rules. Prospective members may attend functions
as per the Standing Rules.
Membership Book
Section 2.07. The Corporation shall keep in written form
(or in any other form capable of being converted in to written
form) a membership roster containing the name, address,
and class of each member. Such roster shall be subject to
the rights of inspection required by law as set forth in
section 2.08 of these Bylaws.
Inspection
Rights of Members Demand
Section 2.08.
a. Subject
to the Corporation's rights to set aside a demand for inspection
pursuant to Section 8331 of the Corporations Code and the
power of the court to limit inspection rights pursuant to
Section 8332 of the Corporations Code, and unless the Corporation
provides a reasonable alternative as permitted by Section
2.08(c) of these Bylaws, a member satisfying the qualifications
set forth hereinafter may do either or both of the following:
1. Inspect and copy the record of all the members' names and addresses, at reasonable times, on five (5) business days' prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested. 2. Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge a list of the names addresses, and voting rights of those members entitled to vote for election of Directors, as of the most recent record date for which it has been compiled or as of the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be available or on before the latter (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled. Members
Permitted to Exercise Rights of Inspection
b. The rights set forth on Section 2.08(a) of these Bylaws
may be exercised by the following:
1. Any member, for a purpose reasonably related to such person's interest as a member. 2. The authorized numbers of members for a purpose reasonably related to the members' interest as members. Alternative Method of Achieving Purpose
c. The Corporation may, with ten (10) business days after
receiving a demand pursuant to Section 2.08(a) of these
Bylaws, deliver to the person or persons making the demand
a written offer of an alternative method of achieving the
purpose identified in said demand without providing access
to or a copy of the membership list. An alternative method
which reasonably and in a timely manner accomplishes the
proper purpose set forth in a demand made pursuant to Section
2.08(a) of these Bylaws shall be deemed reasonable, unless within
a reasonable time after acceptance of the offer, the Corporation
fails to do those things which it offered to do. Any rejection
of the offer shall be in writing and shall indicate the
reasons to alternative proposed by the Corporation does
not meet the purpose of the demand made pursuant to Section
2.08(a) of these Bylaws.
Certificates
of Membership
Section 2.09. The Corporation shall not issue memberships
certificates, however, the Corporation reserves the right
to issue identity cards or similar devices to members which
serve to identify members qualified to use the facilities
or services of the Corporation.
Non-liability of Members
Section 2.10. A member of the Corporation shall not, solely
because of such membership, be personally liable for the
debts, obligations, or liabilities of the Corporation.
Transferability of Membership
Section 2.11. Neither the membership in the Corporation
nor any rights in the membership may be transferred for
value or otherwise.
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