BY-LAWS
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BY-LAWS

Published by Robert Mondoux
Jan 31, 2024
   STATE OF FLORIDA
        NON-PROFIT BYLAWS
                       OF
GLOBAL SPORTS ALLIANCE INC.
 
 
 

Section 1. Principal Office

 

BYLAWS OF

GLOBAL SPORTS ALLIANCE INC.

ARTICLE 1

Offices
The principal office of the corporation is located in the State of FLORIDA.
 

Section 2. Change of Address

The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall nf t be deemed, nor require, an amendment of these Bylaws:
New Address: 1005 E Reynolds St. Plant City, Florida, 33563
Dated: June 1st, 2017
 

Section 3. Other Offices

The corporation may also have offices at such other places within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may from time to time, designate.

ARTICLE2

Nonprofit Purposes
Section 1. The purposes for which the corporation is formed are those set forth in its Articles of Incorporation, as from time to time amended. The Corporation is not formed for pecuniary or financial gain, and no part of the  assets,  income,  or  profit  of  the  Corporation  is  distributable  to,  or  inures  to  the benefit of its director or officers except the extent permitted under the Not-for-Profit Corporation Laws of the State of FLORIDA. The Corporation Shall not participate in the carrying on of propaganda or otherwise attempting to influence legal action, and the Corporation shall  not  participate  in the carrying  on of propaganda, or otherwise attempting , to influence legislation,  and the corporation  shall not  participate  in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf or any candidate for public office.
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)
  1. of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 50l(c)(3) of the Internal Revenue Code.
 
 

Section 1. Number

ARTICLE3
Directors
The corporation shall have directors and collectively they shall be known as the Board of Directors.
 

Section 2. Qualifications

Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation

  shall be as follows:
None yet determined

 

Section 3. Powers

Subject to the provisions of the laws of this state and any limitations in the Articles  of Incorporation  and these Bylaws relating to action required or permitted  to  be taken  or approved  by the members ,  if any, of this corporation, 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 of Directors.
 

Section 4. Duties

It shall be the duty of the directors to:
  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of incorporation, or by these Bylaws;
  2. Appoint and remove, employ and discharged, and, except as otherwise provided in these By Laws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
  3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
  4. Meet at such times and places as requ ired by these Bylaws;
  5. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

Section 5. Term of Office

Each director shall hold office for a period of one year and until his or her successor is elected and qualifies.

Section 6. Compensation

Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 7. Place Of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by the  board  or at such other place as may be designated from time to time by resolution of the Board of Directors.
Section 8. Regular Meetings
Regular meetings of Directors shall be held on June the 1st at 8:00 am unless such day falls on a
legal holiday, in which event the regular meeting shall be held at the same hour and place on the  next  business day.
If this corporation makes no provision for members, then, at the regular meeting of directors held on
—- directors shall be elected by the Board of Directors. Voting for the election of directors shall be by written Ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board .
Section 9. Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board  Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting .
Section 10. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
  1. Regular Meetings. No notice need be given of any regular meeting of the board of directors.
  1. Special    Meetings.    At    least   one week         prior    notice    shall   be   given      by the Secretary of the corporation to each director of each special meeting of the board . Such notice may be oral or written, may be given personally,  by first  class  mail ,  by telephone  or by facsimile machine, and shall state the  place, date and  time  of the meeting  and the  matters  proposed  to  be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty­ four hours of the first facsimile transmission.
  1. Waiver of Notice. Whenever any notice  of a meeting  is required  to  be given  to  any director of this corporation under  provisions  of the Articles  of Incorporation , these Bylaws  or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 11. Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 12. Majority Action As Board Action
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, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter  by the  board.
Section 13. 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  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 a1woint another person to act as Secretary of the Meeting.
Meetings shall be governed by the formalities of this corporation insofar  as such  rules are not inconsistent  with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.
Section 14. Vacancies
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.
Any director n ay 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 (j)f such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the  Articles  of lncorporation, these Bylaws  or provisions  of  law, vacancies on the board may be filled  by approval  of the Board  of Directors.  If the number  of directors  then  in office is less than a quorum, a vacancy on the board  may  be filled  by approval  of a majority  of the directors  then in office or b)-1 a sole remaining director. A person elected to fill a vacancy  on the  board shall hold office  until the next election of the Board of Directors or until his  or  her  death ,  resignation  or  removal  from office.
Section 15. Non-liability of Directors
The directors shall not be personally liable for the debts , liabilities or other obligations of the corporation.
Section  16. lndemnification by Corporation  of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
Section 17. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of la w, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of  the  corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability  under the Articles of lncorpration, these Bylaws or provisions of law.
 
 
 
Section 1. Designation Of Officers
ARTICLE4
Officers
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. The
corporation may also have a Chairperson of the Board, one or more Vice Presidents , Assistant Secretaries, Assistant Treasurers and other such officers with such  titles as  may  be determined  from  time  to time  by  the Board of Directors.
Section 2. Qualifications
Any person may serve as officer of this corporation.
Section 3. Election and Term of Office
Officers shall be elected by the Board  of Directors,  at any time, and each officer  shall hold  office  until  he  or she resigns or is removed or is otherwise disqualified to serve, or  until  his or  her successor  shall  be elected and qualified, whichever occurs first.
Section 4. 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 re lat ng to the employment of any officer of the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 6. Duties of 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 Articles of Incorporation or by these Bylaws or which  may  be prescribed  from  time to time  by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings  of  the members.  Except as otherwise  expressly  provided  by law,  by 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.
Section 7. Duties of Vice President
In the absence of the President, or in the event of his or  her  inability  or  refusal  to act, the Vice President shall perform all the duties of the President, and when so acting  shall  have  all  the  powers  of,  and  be subject to all the restrictions on, the President. The Vice President  shall  have  other  powers  and  perform such other duties as may be prescribed by  law,  by the Articles  of Incorporation  or  by these Bylaws  or as may be prescribed by the Board of Directors.

Section 8. Duties of Secretary

The Secretary shall:
Certify and keep at the principal office of  the  corporation  the  original,  or  a  copy,  of  these  Bylaws  as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board  may  determine , a  book of minutes of 411 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 the proceedings thereof.  See that all notices are duly given  in accordance  with  the  provisions  of these Bylaws  or  as  required  by law.  Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and address of
each and any members, and, in the case where any membership has been terminated , he or she shall record such fast in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request the re for, the Bylaws, the membership book and the minutes of the proceedings of the directors of the corporation.  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 or by these Bylaws or which may  be assigned  to him  or her from time to time by the Board of Directors.
 

Section 9. Duties Of Treasurer

The Treasurer shall:
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.
Receive, and grive receipt for, monies due and  payable to the corporation  from any source whatsoever.
Dis burse,  or  clause  to  be disbursed ,  the  funds  of  the  corporation   as  may  be  directed  by  the  Board  of Directors , taking proper vouchers for such disbursements.
Keep  and  maintain  adequate  and  correct  accounts  of  the   corporation’s   properties   and   business  transact ions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all I 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 therefor.
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.
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 incidem 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.
I
Section 10. Compensation
The salaries off the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given  in return for services actually rendered to or for the corporation.
 
ARTICLE 5
Committees
 
Section  1. Executive  Committee
 
The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of at least three board members and may delegate to such committee the powers and authority of the board  in,the management  of the  business and affairs of the corporation,  to the extent  permitted,  and except as may otherwise be provided, by provisions of law.
By a majority yote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive  Committee and fill vacancies on the Executive Committee from the members of the board.  The  Executive Committee  shall  keep  regular  minutes  of  its  proceedings,  cause  them  to  be  filed with the corporate records and report the same to the board from time to time as the board may require.
 
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of 11irectors. These committees may consist of persons who  are  not also members  of the  board and shall act in an advisory capacity to the board.
 
Section 3. 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 and special meetings of committees
may  be fixed  by resolution  of the Board of Directors or by the committee.  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 6
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 and countersigned by 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 nonprofit purposes of this corporation.
 
ARTICLE 7

Corporate  Records, Reports and Seal

 
Section 1. Maintenance of Corporate Records
The corporation  shall  keep at  its principal office :
 
  1. Minutes of all meetings of directors , committees of the board and, if  this  corporation has members, of all meetings of members , indicating the time and place of holding such meetings , whe’ther  regular  or special,  how called , the notice  given and the names of those  present and the proceedings thereof;
  2. To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names , addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested . The membership list shall be made available within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.
  3. To inspect at any reasonable time the books, records or minutes of proceedings of  the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member , for a purpose reasonably related to such person’s interests as a member.

Section 2. Corporate Seal

The Board of Directors may adopt, use and at will alter , a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate  instruments ,  however, shall  not  affect the validity of any such instrument.

Section 3. 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 and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.
 

Section 4. Members’ Inspection Rights

If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
  1. To inspect and copy the record of all members’ names , addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand  shall state the purpose for which the inspection rights are requested .
  2. To obtain from the Secretary of the corporation , upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names , addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall  be  made available within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.
  3. To inspect at any reasonable time the books, records or minutes of  proceedings  of the  members  or of the board or committees of the board, upon  written  demand  on the Secretary  of the corporation  by the member , for a purpose reasonably related to such person’s interests as a member.
Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions  of law .
 

Section 5. Right To Copy And Make Extracts

Any inspection under the provisions of this Article may be made in person or by agent or attorney  and the  right to inspection shall include the right to copy and make extracts .
 
Section 6. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered  within  the time limits set by law.
 

ARTICLE 8

IRC 50l(c)(3) Tax Exemption Provisions
 
Section I. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the
Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these By laws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section SOI(c)
  1. of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under
Section l 70(c)(2) of the Internal Revenue Code.
 

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure  to the  benefit of, or  be distributable  to,  its  members, directors or trustees , officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for service s rendered and to make payments and distributio11s in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of  all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose . Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Section 4. Private Foundation Requirements and Restrictions

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said  period  at  such  time  and manner as not to subject it to tax under  Section  4942 of the Internal  Revenue  Code; 2) shall not engage  in any act of self-dealing as defined in Section 494l(d) of the Internal Revenue Code; 3) shall not retain  any excess business holdings as defined  in Section  4943(c) of  the Internal  Revenue  Code; 4) shall  not  make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal
.,.,–..            Revenue Code;  and  5)  shall not  make any taxable expenditures as  defined in Section 4945(d) of  the  Internal Revenue Code.
 
 
 

Section 1. Amendment

Article 2

Amendment of Bylaws

Subject to the power of the members , if any , of this corporation to ado pt, amend  or repeal the Bylaws  of this corporation and except as may otherwise be specified under  provisions  of  law,  these  Bylaws  ,  or  any of them, may be altered , amended or repealed and new Bylaws adopted by approval of  the  Board  of Directors.

Article 10 Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of l shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason , the  remaining 1provis io ns  and  portions of these Bylaws shall  be unaffected  by such holdings.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation , Organizational Charter , Corporate Charter or other founding document of this corporation filed with an office of this state and used to establish the legal
existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such section s of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
 

                                  Membership Provisions of the Bylaws of                 

                   GLOBAL SPORTS ALLIANCE INC.

 
Article 11 Members
 
Section 1. Determination and Rights of Members
The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation or provisions of la w, all memberships shall have the same rights, privileges, restrictions and conditions.
 
Section 2. Qualifications of Members
The qualifications for membership in this corporation are as follows must be at least 18 years of age.
 
Section 3. Admission of Members
Applicants shall be admitted to membership by Majority vote of all existing Members of the Corporation.
 
Section 4. Fees and Dues
  1. The following fee shall be charged for making application for membership the corporation:
 
 
  1. The annual dues payable to the corporation by members shall be
 
Section  5. Number Of Members
There is no limit on the number of members the corporation may admit.
 
Section 6. Membership Book
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office.
 
Section 7. Non-liability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities or obligations of the corporation.
 
Section 8. Non-transferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
 
Section 9, Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
  1. Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
  1. If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date , such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by  paying  the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
  2. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.  All rights of a member in the corporation shall cease on termination of membership as herein provided.
 
Article 12 Meetings of Members
 
Section 1. Place of Meetings
Meetings of members shall  be  held  at  the  principal  office  of  the  corporation  or  at  such  other  place  or  places as may j:)e designated from time to time by resolution of the Board of Directors.
 
Section 2. Regular Meetings
A regular meeting of members shall be held  on  the first day  of January ,  April ,  July , October  at 10:30 AM ., for the purpose of electing directors and transacting other business as may come before the meet in g. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting.
Other regular meetings of the members shall be held on the aforementioned date and time. If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.
 
Section 3. Special Meetings of Members
Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board or the President of the corporation, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.
 
Section 4. Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these Bylaws or prov1s10ns of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting , the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail , by or at the direction of the President , or the Secretary, or the persons calling the meeting , to each member entitled to vote at such meeting . If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid.
Personal notification includes notification by telephone or by facsimile machine , provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.
Whenever any notice of a meeting is required to be given to any member of this corporation under  provisions of the Articles of Incorporation, these Bylaws or the law of this state, a  waiver  of  notice  in writing signed by the member, whether before or after the time of the meeting , shall be equivalent  to the giving of such notice.
 
Section 5. Quorum for Meetings
A quorum shall consist of the majority of the voting members of the corporation.
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
 
Section 6. Majority Action As Membership Action
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater number.
 
Section 7. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members.  Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.
 
Section 8. Action by Written Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken  at any  regular or special  meeting of members  may  be taken  without a meeting if the corporation distributes a written ballot to each member entitled  to vote  on  the  matter .  The ballot shall:
  1. set forth the proposed action;
  2. provide an opportunity to specify  approval or disapproval of each proposal;
  3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election state the percentage of approvals necessary to pass the of directors, measure submitted; and
  1. shall specify the date by which the ballot must be received  by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.  Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these by laws .

 Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.
 
Section 9. Conduct of Meetings
Meetings of members shall be presided over by the Chairperson of the Board, or, if  there  is  no Chairperson 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 all of these persons, by a Chairperson chosen by a majority of the voting members present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, 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 the formalities of this company, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws or with provisions of law.
 
 
 
 
 
ADOPTION OF BYLAWS
 
We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of this corporation.
 
Dated: 01/01/2018
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