IPS Annual Raffle
I – Name and Objects
The name of the Corporation shall be:
International Parrotlet Society
The objects of the Corporation shall be:
To promote the public’s
knowledge and appreciation of exotic birds in general and all genera of
Parrotlets in particular;
To produce, publish and distribute
to the general public educational materials about the proper identification,
care, treatment, breeding, health, development, conservation, exhibition and
training of all genera of Parrotlets;
To support and promote study and
research on the history, character, breeding, genetics, health care,
conservation and exhibition of all genera of Parrotlets;
To establish an international
database of resource materials about the genera of Parrotlets;
To further understanding of
nutrition, disease, defects, injuries and other ailments that afflict exotic
birds in general and Parrotlets in particular;
To conduct activities including
exhibitions, shows, seminars, conventions, breeding cooperatives and other such
activities as may be held in furtherance of the above purposes;
To otherwise preserve and protect
all genera of Parrotlets and to do all things possible to preserve their natural
To urge members and breeders to
accept the International Parrotlet Society’s Exhibition Standards as the only
standard of excellence by which all Parrotlets shall be judged.
The Corporation shall not be conducted or operated for profit and no part
of any profits or remainder of residue from dues or donations to the Corporation
shall inure to the benefit of any member or a member’s household.
ARTICLE II - MEMBERSHIP
SECTION 1. Qualifications and Rights of Membership
A. Classes and Qualifications
This corporation shall have four (4) classes of members, designated as
Active Membership – Open to all persons (minors under 18 years of age must
have parental or guardian’s written permission) who subscribe to the purposes
of this Corporation and agree to follow all of IPS’ policies, rules and
By-laws. No one who has been convicted of a felony in wildlife trafficking or
animal cruelty may be a member of this Corporation. Only active members in good
standing shall be allowed to vote and hold any office or board position. The
Corporation reserves the right to deny membership to any person for any reason
other than race, religion, sex, sexual orientation or any other discrimination
protected under the Constitution of the United States of America or the State of
Affiliated Club – Any bird club may become affiliated with IPS provided they
follow all of IPS’ policies, rules and By-laws and pay their affiliation fees.
Affiliated clubs have one (1) vote and shall expressly agree to incur no
indebtedness on the part of the International Parrotlet Society.
3) Affiliated Show Club – Any bird club that sponsors an exhibition sanctioned by any recognized exhibition organization may become an Affiliated Show Club with the International Parrotlet Society. Affiliated Show Clubs have one (1) vote and shall expressly agree to incur no indebtedness on the part of the International Parrotlet Society.
4) Honorary – Persons or organizations who in the opinion of the Board of Directors are worthy of recognition may be conferred the title of Honorary member. Honorary members shall not pay dues, may not vote or hold office but will receive a complimentary copy of the journal. Honorary memberships would also include journal exchanges with other organizations.
Any person dedicated to the purposes of this Corporation, including any requirement for approval by a Membership Committee, shall be eligible for membership on approval of the Membership Application by the Board and the payment of such dues and fees the Board may fix from time to time.
B. Voting Members
Voting Members shall have the right to vote as set forth in these Bylaws, in the election of directors, on the disposition of all or substantially all of the assets of the Corporation on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the Corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation law.
C. Other Persons Associated with the Corporation
The Corporation may refer to persons of the Honorary class or other persons or entities associated with it as “members”, even though those persons or entities are not voting members as set forth in Article II, Section 1 of these bylaws, but no such reference shall constitute anyone a member within the meaning of Section 505 of the California Corporations Code unless that person or entity shall have qualified for a voting membership Under Article II, Section 1 of these bylaws. References in these bylaws to members shall mean members as defined in Section 5056 of the California Corporations Code; i.e. the members of the classes set forth in Article II, Section 1 of these bylaws. By amendment of its articles of incorporation or of these bylaws, the Corporation may grant some or all the right of a member of any class, as set forth in these bylaws, to any person or entity that does not have the right to vote on any of the matters specified in these bylaws, but no such person or entity shall be a member within the meaning of Section 5056 of the California Corporations Code.
D. Dues, Fees, and Assessments
Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments in amounts to be fixed form time to time by the Board. The dues, fees, and assessments shall be equal for all members of each class, but the Board may, in its discretion, set different dues, fees, and assessments for each class.
E. Good Standing
Those members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.
F. Termination and Suspension of
a) Causes of Termination
A membership shall terminate on occurrence of any of the following events:
Resignation of the member, on reasonable notice to the corporation;
2) Expiration of the period of membership, unless the membership is
renewed on the renewal terms fixed by the Board;
3) Failure of the member to pay dues, fees, or assessments as set by the
Board within thirty (30) days after they become due and payable;
4) Occurrence of any event that renders the member ineligible for
membership, or failure to satisfy membership qualifications; or
5) Expulsion of
the member pursuant to these bylaws based on the good faith determination by the
Board, or a committee or person authorized by the Board to make such a
determination, that the member has failed in a material and serious degree to
observe the rules of conduct of the Corporation, or has engaged in conduct
materially and seriously prejudicial to the purposes and interests of the
b) Suspension of Membership
A member may be suspended, pursuant to these bylaws, based on the good
faith determination by the Board, or a committee or person authorized by the
board to make such a determination, that the member has failed in a material and
serious degree to observe the Corporation’s rules of conduct, or has engaged
in conduct materially and seriously prejudicial to the purposes and interests of
A person whose membership is suspended shall not be a member during the
period of suspension.
c) Procedure for Expulsion or Suspension
If grounds appear to exist for expulsion or suspension of a member
pursuant to these bylaws, the procedures set forth below shall be followed:
The members shall be given fifteen (15) days’ prior notice of the
proposed expulsion or suspension and the reasons for the proposed expulsion or
suspension. Notice shall be given
by any method reasonably calculated to provide actual notice.
Any notice given by mail shall be sent by first-class or registered mail
to the member’s last address as shown on the Corporation’s records.
The member shall be give an opportunity to be heard, either orally or in
writing, at least five (5) days before the effective date of the proposed
expulsion or suspension. The
hearing shall be held, or the written statement considered by the board or by a
committee or person authorized by the board to determine whether the expulsion
or suspension should take place.
The Board, committee, or person shall decide whether or not the member
should be suspended, expelled, or sanctioned in some other way. The decision of the Board, committee, or person shall be
Any action challenging an expulsion, suspension, or termination of
membership, including a claim alleging defective notice, must be commenced
within one year after the date of the expulsion, suspension, or termination.
G. Transfer of Memberships
No membership or right arising form membership shall be transferred.
Subject to the provisions of these bylaws, all membership rights shall
cease on the members’ death or dissolution.
a) Place of Meeting
Meetings of the members shall be held at any place within or outside
California designated by the Board or by the written consent of all members
entitled to vote at the meeting, given before or after the meeting.
In the absence of an such designation, members’ meetings shall be held
at the Corporation’s principal office.
b) Annual meeting
An annual meeting of members shall be held in the fall in conjunction
with a major avicultural event such as the American Federation of Aviculture
convention, Great American or National Cage Bird Club, unless the Board fixes
another date or time and so notifies members as provided in these bylaws.
If the scheduled date falls on a legal holiday, the meeting shall beheld
the next full business day. At this
meeting, directors shall be elected and any other proper business may be
transacted, subject to the provisions of these bylaws.
c) Special Meetings
i) Persons authorized to Call
A special meeting of the members for any lawful purpose may be called at
any time by the Board or the chairman of the Board, if any, or by the president
or by 5% or more of the members.
ii) Calling Meetings
A special meeting called by any person (other than the Board) entitled to
call a meeting shall be called by written request, specifying the general nature
of the business proposed to be transacted, and submitted to the chairman of the
board, if any, or the president or any vice president or the secretary of the
corporation. The officer receiving
the request shall cause notice to be given promptly to the members entitled to
vote, in accordance these bylaws, stating that a meeting will be held at as
specified time and date fixed by the board, provided, however, that the meeting
date will be held at a specified time and date fixed by the board, provided,
however, that the meeting date shall be at least 35 but no more than 90 days
after receipt of the request. If the notice is not given within 20 days after
the request is received, the persons or persons requesting the meeting may give
the notice. Noting in this Section
shall be construed as limiting, fixing, or affecting the time at which a meeting
of members may be held when the meeting is called by the Board.
iii) Proper Business of Special Meeting
No business, other than the business the general nature of which was set
forth in the notice of the meeting, may be transacted at a special meeting.
d) Notice Requirements for Members’ Meetings
General Notice Requirements
Whenever members are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given, in accordance with
these bylaws, to each member entitled to vote at that meeting.
The notice shall specify the place, date and hour of the meeting, and, 1)
for a special meeting, the general nature of the business to be transacted, and
no other business may be transacted, or 2) for the annual meeting, those matters
that the Board, at the time notice is given, intends to present for action by
the members but, except as provided in these bylaws, any proper matter may be
presented at the meeting. The notice of any meeting at which directors are to be
elected shall include the names of all persons who are nominees when notice is
ii) Notice of Certain Agenda Items
Approval by the members of any of the following proposals, other than by
unanimous approval by those entitled to vote, is valid only if the notice or
written waiver of notice states the general nature of the proposal or proposals:
1) Removing a director without cause;
2) Filling vacancies on the Board
3) Amending the articles of incorporation; or
4) Electing to wind up and dissolve the corporation.
iii) Manner of Giving Notice.
Notice of any meeting of members shall be in writing and shall be given
at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by
first-class, registered, or certified mail, or by other means of written
communication, charges prepaid, and shall be addressed to each member entitled
to vote, at the address of that member appearing on the books of the corporation
or at the address given by the member to the corporation for purposes of notice.
If no address appears on the Corporation’s books and no address has
been so given, notice shall be deemed to have been given if either 1) notice is
sent to that member by first-class mail or telegraphic or other written
communication to the corporation’s principal office or 2) notice is published
at last once in a newspaper of general circulation in the county in which the
principal office is located.
i) Percentage Required
Five percent (5%) of the voting power shall constitute a quorum for the
transaction of business at any meeting of members provided, however, that if any
regular or annual meeting is actually attended in person or by proxy by less
than one third of the voting power, the only matters that may be voted on are
those of which notice of their general nature was given as set forth in these
ii) Loss of Quorum
Subject to the provisions of these bylaws, the members present at a duly
called or held meeting at which a quorum present may continue to transact
business until adjournment, even if enough members have withdrawn to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the members required to constitute a quorum.
f) Adjournment and Notice of Adjourned Meetings
Any members’ meeting, whether or not a quorum is present, may be
adjourned from time to time by the vote of the majority of the members
represented at the meeting, either in person or by proxy.
No meeting may be adjourned for more than 45 days.
When a members’ meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which adjournment is taken.
If after adjournment a new record date is fixed for notice or voting, a
notice of the adjourned meeting shall be given to each member who, on the record
date for notice of the meeting, is entitled to vote at the meeting. At the
adjourned meeting, the corporation may transact any business that might have
been transacted at the original meeting.
i) Eligibility to Vote
Subject to the provisions of the California Nonprofit Public Benefit
Corporation Law, members entitled to vote at any meeting of members shall be
members in good standing as of the record date determined under these bylaws.
ii) Manner of Casting Votes
Voting may be by voice or ballot, except that any election of directors
must be by ballot if demanded by any member of the meeting before the voting
Each member entitled to vote shall be entitled to cast one vote on each
matter submitted to a vote of the members.
iv) Approval by Majority Vote
If a quorum is present, the affirmative vote of a majority of the voting
power represented at the meeting, entitled to vote and voting on any matter,
shall be the act of the members, unless the vote of a greater number, or voting
by classes is required by the California Nonprofit Public Benefit Corporation
Law or by the articles of incorporation.
h) Waiver of Notice or Consent by Absent Members
i) Written Waiver or Consent
The transactions of any meeting of members, however called or noticed and
wherever held, shall be as valid as though taken at a meeting duly held after
regular call and notice, if 1) a quorum is present either in person or by proxy,
and 2) either before or after the meeting, each member entitled to vote, not
present in person or by proxy, signs a written waiver of notice, a consent to
the holding of the meeting, or an approval of the minutes of the meeting.
The waiver of notice, consent, or approval need not specify either the
business to be transacted or the purpose of any meeting of members, except that
if action is taken or proposed to be taken for approval of any of those matters
specified in the waiver of notice, consent or approval shall state the general
nature of the proposal. All such
waivers, consents, or approvals shall be filed with the corporate records or
made a part of the minutes of the meetings.
c. Action Without a Meeting
1) Action by Unanimous Written Consent
Any action required or permitted to be taken by the members may be taken
without a meeting, if all members consent in writing to the action.
The written consent or consents shall be filed with the minutes of the
proceedings of the members. The
action by written consent shall have the same force and effect of the unanimous
vote of the members.
2) Action by Written ballot Without a Meeting
Any action that may be taken at any meeting of members may be taken
without a meeting by complying with these bylaws.
Solicitation of Written Ballots
The Corporation shall distribute one written ballot to each member
entitled to vote on the matter. Such
ballots shall be mailed or delivered in the manner required by these bylaws.
All solicitations of votes by written ballot shall 1) indicate the number
of responses needed to meet the quorum requirement; 2) with respect to ballots
other than for election of directors, state the percentage of approvals
necessary to pass the measure or measures; and 3) specify the time by which the
ballot must be received in order to be counted.
Each ballot so distributed shall 1) set forth the proposed action; 2)
provide the members an opportunity to specify approval or disapproval of each
proposal; and 3) provide a reasonable time within which to return the ballot to
the corporation. If the Corporation
has 100 or more members, any written ballot distributed to ten or more members
shall provide, subject to reasonable specified conditions, that if the person
solicited specifies a choice with respect to any such matter, the vote shall be
cast in accordance with that specification.
In any election of directors, a written ballot that a member marks “withhold” or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a director.
b) Number of Votes and Approvals Required
Approval by written ballot shall be valid only when 1) the number of votes cast by ballot (including those ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and 2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
A written ballot may not be revoked.
All written ballots shall be filed with the secretary of the Corporation
and maintained in the Corporate records for at least three years.
Record Date for Notice, Voting, Written Ballots, and Other Actions
1) Record Date Determined by Board
For purposes of determining the members entitled to notice of a meeting,
entitled to vote at any meeting, entitled to vote by written ballot, or entitled
to exercise any rights with respect to any lawful action, the board may, in
advance, fix a record date. The
record date so fixed
a) for notice of a meeting shall not be more than 90 nor less than 10 days before the date of the meeting;
b) for voting at a meeting shall not be more than 60 days before the date of the meeting;
c) for voting by written ballot shall not be more than 60 days before the day on which the first written ballot is mailed or solicited; and
d) for any other action shall not be more than 60 days before that
2) Record Date Not Determined by Board
a) Record Date for Notice or Voting
If not otherwise fixed by the Board, the record date for determining
members entitled 1) to receive notice of a meeting of members shall be the next
business day preceding the day on which notice is given or, if notice is waived,
the next business day preceding the day on which the meeting is held, and 2) to
vote at the meeting shall be the day on which the meeting is held.
b) Record Date for Action by Written Ballot
If not otherwise fixed by the Board, the record date for determining
those members entitled to vote by written ballot shall be the day on which the
first written ballot is mailed or solicited.
c) Record Date for Other Actions
3) Members of Record
For purposes of these bylaws, a person holding a membership at the close
of business on the record date shall be a member or record.
shall be no voting by proxy.
ARTICLE III-DIRECTORS AND OFFICERS
Subject to the provisions
and limitations of the California Nonprofit Public Benefit Corporation Law and
any other applicable laws, the Corporation’s activities and affairs shall be
managed, and all corporate powers shall be exercised by or under the direction
of the board of directors.
The directors shall have
the power to:
Appoint and remove, at the pleasure of the Board, all the Corporation’s
officers, agents, and employees; prescribe powers and duties for them that are
consistent with law, with the articles of incorporation and with these bylaws,
and fix their compensation and require from them security for faithful
performance of their duties.
Change the principal office of the principal business office in
California from one location to another; cause the corporation to be qualified
to conduct its activities in any other State, territory, dependency, or country
and conduct its activities within or outside California.
Adopt, use and alter a corporate seal.
Borrow money and incur indebtedness on behalf of the Corporation and
cause to be executed and delivered for the Corporation’s purposes in the
Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences for debt and securities.
B. NUMBER AND
QUALIFICATION OF DIRECTORS
The Board of Directors
shall consist of at least nine but no more than thirteen directors until changed
by amendment to these bylaws. The
exact number of directors shall be fixed, within those limits by a resolution
adopted by the board of directors.
No more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. An interested person is (a) any person compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such a person. However, any violation of the provision of this paragraph shall not affect the enforceability of any transaction entered into by the Corporation.
A minimum of four (4) and a maximum of eight (8)
(must be an even number) Membership Representatives will be nominated and
elected to represent the Membership at Large. At least one (1) Membership
Representative will reside outside of the United States. These persons will be
responsible for bringing members’ issues to the Board of Directors, recruiting
new members and promoting the Club, its projects, activities and goals and will
assist, as directed by the Board of Directors, in general Club functions and
A Parliamentarian will be appointed and approved by
the Board of Directors. The Parliamentarian is in an advisory position to
maintain accordance with Robert’s Rules of Order only and as such, must be
well versed with the Rules. The Parliamentarian will not have a vote and may not
hold any other position on the Board during their term.
ELECTION, DESIGNATION AND TERM OF OFFICE
All initial directors shall
be designated by the incorporator.
VACANCIES ON BOARD
A vacancy or vacancies on
the Board shall exit on the occurrence of any of the following:
The death of any director,
The effective date of any director’s resignation,
3. The declaration by
resolution of the Board of a vacancy in the office of a director who has been
declared of unsound mind by an order of the court or convicted of a felony, or
4. The increase in the
authorized number of directors, provided, however, that a director who was
designated as a director may be removed by the person or persons who designated
that director, and may not be removed without the written consent of that person
Except as provided below,
any director may resign by giving written notice to the chairman of the Board,
if any, or to the president or the secretary of the board.
The resignation shall be effective when the notice is given unless it
specifies a later time for the resignation to become effective.
If a director’s resignation is effective at a later time, the Board may
elect a successor to the office as of the date when the resignation becomes
effective. Except on notice to the Attorney General of California, no
director may resign if the Corporation would be left without a duly elected
director or directors.
Any vacancy on the Board
may be filled by a majority of the directors then in office, whether or not less
than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office
until the expiration of the term of his or her predecessor and until a successor
has been elected and qualified.
Directors may receive such
compensation, if any, for their services as directors or officers, and such
reimbursement of expenses, as the board may determine by resolution to be just
and reasonable as to the corporation at the time that the resolution is adopted.
F. MEETINGS OF DIRECTORS
Place of Meetings
Meetings of the board shall
be held at any place within or outside California that has been designated by
resolution of the Board or in the notice of the meeting, or if not so
designated, at the principal office of the Corporation.
An annual meeting of the
Board shall be held each year on a date to be fixed by the Board and after the
annual members’ meeting. Other
regular meetings may be held by the Board at such time and place as may be fixed
from time to time by resolution of the board.
Notice of the time and place of any annual or regular meeting shall be
mailed to each director by the secretary, provided that notice need not be given
to any director who signs a waiver of notice or written consent to the holding
of the meeting.
Special meetings of the
Board may be called by written notice signed by the president of the
corporation, the chairman of the Board, any vice president, or the secretary of
the corporation, or by any two directors other than the president.
The notice shall specify the time and place of the meeting and the nature
of any special business to be considered, and shall be given as follows: four
(4) days’ notice shall be given if by first-class mail, forty-eight (48)
hours’ notice delivered personally or by telephone, including a voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail, or other electronic
means seventy-two (72) hours’ prior to the scheduled time of the meeting,
provided that notice need not be given to any director who signs a waiver of
notice or written consent to the holding of the meeting.
Attendance at the Meetings
Members of the Board may
participate in a meeting through use of conference telephone, electronic video
screen communication, or other communications equipment.
Participation in a meeting through use of conference telephone for
purposes of this provision constitutes presence in person at that meeting as
long as all members participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic video screen
communication constitutes presence in person at that meeting if all of the
following apply: (a) each member participating in the meeting can communicate
with all of the other members concurrently, (b) each member is provided the
means of participating in all matters before the board, including, without
limitation, the capacity to propose, or to interpose an objection to, a specific
action to be taken by the Corporation, and (c) the Corporation adopts and
implements some means of verifying both of the following :
(i) A person participating in the meeting is a director or other person
entitled to participate in the board meeting, and (ii) all actions of or votes
by the Board are taken or cast only by the directors and not by persons who are
A majority of the
authorized number of directors shall constitute a quorum for the transaction of
business, except to adjourn. 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 shall be regarded as the act of the
Board, subject to the requirements of the California Nonprofit Public Benefit
Corporation Law, including, without limitation, the requirements relating to (a)
approval of contracts or transactions between the corporation and one or more
directors or between the corporation and any entity in which a director has a
direct or indirect material financial interest, (b) creation of and appointments
to committees of the board, and (c) indemnification of directors.
A meeting at which a quorum is initially present may continue to transact
business, notwithstanding the withdrawal of directors, if any action taken or
decision made is approved by at least a majority of the required quorum for that
A majority of the directors
present, whether or not a quorum is present, may adjourn any meeting to another
time and place. Notice of the time
and place of holding an adjourned meeting need not be given unless the original
meeting is adjourned for more than twenty-four (24) hours’ notice of any
adjournment to another time and place shall be given, before the time of the
adjourned meeting to the directors who were not present at the time of the
7. Action Taken
Without A Meeting
Any action that the Board
is required or permitted to take may be taken without a meeting, if all members
of the Board consent in writing to that action. Such action by written consent shall have the same force and
effect as any other validly approved action of the Board.
Such written consent or consents shall be filed with the minutes of the
proceedings of the Board.
Waiver of Notice
Notice of a meeting need
not be given any director who, either before or after the meeting, signs a
waiver of notice, a written consent to the holding of the meeting, or an
approval of the minutes of the meeting. The
waiver of notice of consent need not specify the purpose of the meeting.
All such waivers, consents and approvals shall be filed with the
Corporation’s records or made a part of the minutes of the meetings.
Notice of a meeting need not be given to any director who attends the
meeting and does not protest, before or at the commencement of the meeting, the
lack of notice to him or her.
POWERS AND DUTIES OF THE BOARD
The Board shall have all
powers conferred on the corporation as set forth in these bylaws.
In addition, the board shall appoint and remove at its pleasure all
officers , agents, and employees of the corporation, and shall prescribe powers
and duties for them that are consistent with the Articles, these bylaws and any
The Board shall be
responsible for the performance of the duties of the corporation and shall
supervise all officers, agents, and employees of the corporation for the proper
performance of their duties. In
addition, at its discretion, the board shall maintain a complete written record
of all of its actions.
Standard of Care
Each director shall perform
his or her duties as a director, including the duties as a member of any
committee of the Board on which the director serves, in good faith, in a manner
such director believes to be in the best interests of the Corporation, and with
such care, including reasonable inquiry, as an ordinarily prudent person in a
like position would use under similar circumstances.
Committees of the Board
The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the resolution of the Board, shall have all of the authority of the board, except that no committee, regardless of Board resolution, may:
Fill vacancies on the Board or on any committee that has the authority of
Amend or repeal these bylaws or adopt new bylaws,
c. Amend or repeal any
resolution of the Board by which its express terms is not so amendable or
d. Appoint any other
committees of the Board or the members to those committees, or
Expend corporate funds to support a nominee for director after there are
nominees that can be elected.
Meetings and actions of
committees of the Board shall be governed by, held, and taken in accordance
with, the provisions of these bylaws concerning meetings and other actions of
the Board, except that the time for regular meeting of such committees and
calling of special meetings of such committees may be determined either by
resolution of the Board or, in the absence of Board resolution, by resolution of
the committee. Minutes of each
meeting of any committee of the Board shall be kept and shall be filed with the
Corporation records. The Board may
adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws, or in the absence of rules adopted by the Board, the
committee may adopt such rules.
H. OFFICERS AND THEIR DUTIES
Officers of the Corporation
The officers of the
Corporation shall be a president, a secretary, and a chief financial officer.
The Corporation may also have, at the discretion of the Board, one or
more vice presidents, one or more assistant secretaries, one or more assistant
chief financial officers, and such other officers as may be appointed in
accordance with the provisions of these bylaws.
Any number of offices may be held by the same person.
Election of Officers
The officers, except as
otherwise provided in these bylaws, shall be chosen annually by the Board and
shall serve at the pleasure of the Board. The
Board shall appoint one of its directors as president, two as vice president,
one as the chief financial officer, and one as secretary.
The Board may appoint and
may authorize the president, or another officer, to appoint any other officers
that the Corporation may require. Each
officer so appointed shall have the title, hold office for the period, have the
authority and perform the duties specified in these bylaws or determined from
time to time by the Board.
Removal or Resignation of Officers
Any officer may be removed
with or without cause by the Board, and also, if the officer was not chosen by
the Board, by any officer on whom the Board may confer that power of removal.
Any officer may resign at any time by giving written notice to the corporation.
Vacancies in Office
A vacancy in any office
because of death, resignation, removal, disqualification, or any other cause
shall be filled in the manner prescribed in these bylaws for regular
appointments to that office, provide, however, that vacancies need not be filed
on an annual basis.
The duties of the officers
shall be as follows:
The president shall be the
general manager and chief executive officer of the Corporation and generally
supervise, direct, and control the Corporation’s activities, affairs, and
officers. The president shall
preside at all meetings of the Board. The
president shall have such other powers and duties as may be prescribed by the
Board or these bylaws. President shall have no vote unless there is a tie.
In the absence or
disability of the president, the vice presidents, if any, in order of their rank
as fixed by the Board or, if not ranked, a vice president designated by the
Board shall perform all of the duties of the president.
When so acting, a vice president shall have all of the powers of and be
subject to all of the restrictions on the president.
The vice presidents shall have such other powers and perform such other
duties as prescribed by the Board or these bylaws.
The Second Vice
President shall have the duties of managing all aspects of exhibition and shows
including standing committee member for mutation nomenclature, Exhibition
Standards, meetings, budget, fundraising and any other aspects of exhibition as
designated by the Board of Directors.
The secretary shall keep or
cause to be kept, at the Corporation’s principal office, the following:
A book of minutes of all meetings, proceedings, and actions of the Board,
or committees of the Board. The
minutes of meetings shall include the time and place of holding, whether annual,
regular, or special, and, if special, how authorized, the notice given, the
names of those present at board and committee meetings.
A copy of the Articles and bylaws, as amended to date.
Except as otherwise
provided in these bylaws, the secretary shall give, or cause to be given, the
notices required by these bylaws for meetings of the Board and of committees of
the Board. The secretary shall have
such other powers and perform such other duties as may be prescribed by the
Board or these bylaws.
Chief Financial Officer
The chief financial officer
shall keep and maintain, or cause to be maintained, adequate and correct books
and accounts of the properties and transactions of the Corporation, and shall
send or cause to be sent to the members and directors such financial statements
and reports as are required by law, these bylaws, or the Board.
The books of account shall be open to inspection by any director at all
The chief financial officer shall deposit, or
cause to be deposited, all money and other valuables in the name and to the
credit of the Corporation with such depositories as may be designated by the
board, shall disburse the funds of the Corporation as may be ordered by the
Board, shall render to the president and the Board, when requested, an account
of all transactions made on behalf of the Corporation and of the financial
condition of the Corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board or the bylaws.
Signatures on Accounts
Unless the board authorizes
more stringent requirements, any check or other negotiable instrument issued by
the Corporation shall require only the signatures of any one of the following
persons: president, chief financial officer, or person designated by the
president or chief financial officer, provided that under all circumstances the
withdrawal of any money from the Corporation reserve accounts shall require the
signatures of at least two people who shall either be members of the Board or
one member of the Board and one officer who is not a member of the Board.
For all purposes herein, A
”reserve account” shall mean money that the Corporation’s Board has
identified from its annual budget for use to defray the future repair of,
replacement of, or additions to those major components that the Corporation is
obligated to maintain.
Officers shall not receive
any compensation for any service rendered to the Corporation as an officer,
provided that any officer may be reimbursed for actual out-of-pocket expenses
incurred in the performance of his or her duties.
The Corporation shall indemnify any agent of the corporation who was a
party to any proceeding by reason of the fact that the person is or was an agent
of the Corporation against expenses actually and reasonably incurred in any
proceeding to the extent that the agent was successful on the merits in defense
of the proceeding or in defense of any claim, issue, or matter therein.
Expenses shall include any attorneys’ fees and any other expenses of
establishing a right to indemnification.
The Corporation may
indemnify any agent of the Corporation who was or is a party or is threatened to
be made a party to any proceeding by reason of the fact that such person is or
was an agent of the Corporation, against expenses actually and reasonably
incurred in connection with such proceeding provided the approval requirements
described in these bylaws have been satisfied.
For purposes of these
bylaws, the term “agent” means any present or former director, officer,
employee or other agent of the Corporation, the term “proceeding” means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative, and the term “expenses” includes judgments,
fines, or settlements occurring in any proceeding other than a proceeding
brought by or on behalf of the Corporation.
Unless indemnification is
required as provided in these bylaws, indemnification shall be made only if
authorized in the specific case on a determination that indemnification is
proper in the circumstances because the agent satisfied the appropriate standard
of care described in these bylaws. The
determination must be made by one of the following methods:
a) A majority vote of a
quorum of the Board consisting of directors who are not parties to the
b) The court in which such
proceeding is or was pending on application made by the Corporation or the agent
or the attorney or other person rendering services in connection with the
defense, whether or not the application is opposed by the Corporation.
foregoing, any indemnification in any proceeding brought by or on behalf of the
Corporation shall be subject to the restrictions contained in the California
Nonprofit Public Benefit Corporation Law.
Standard of Care
In any proceeding brought
by or on behalf of the Corporation, the applicable standard of care shall
require that the agent acted in good faith, in a manner the agent believed to be
in the best interests of the Corporation and with the care, including reasonable
inquiry, that an ordinarily prudent person in like position would use under
similar circumstances. In all other
proceedings, the agent must have acted in good faith, in a manner the agent
believed to be in the best interests of the Corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe that his or her conduct
Advancement of Expenses
On approval by the Board,
expenses incurred in defending any proceeding may be advanced by the Corporation
prior to the final disposition of the proceeding, provided the Corporation
receives an undertaking by or on behalf of the agent that the advances will be
repaid unless it is ultimately determined that the agent was entitled to
indemnification as required or authorized by these bylaws.
The Corporation shall have
the power to purchase and maintain insurance on behalf of its agents, against
any liability asserted against or incurred by any 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
provisions of these bylaws.
Amending the Bylaws
The bylaws may be amended
by a majority vote of the board.
Amending the Articles
The Articles may be amended
by a majority vote of the board.
Unless the Board determines
otherwise, the fiscal year of the Corporation shall be a calendar year.
The Corporation shall
maintain the following records:
Adequate and correct books and records of account;
Written minutes of the proceedings of the Board and committees of the
The Corporation shall keep
at its principal office the original or a copy of the Articles and these bylaws,
as amended to date, which shall be open to inspection at all reasonable times
during office hours.
CERTIFICATE OF SECRETARY
I certify that I am the
duly-elected and acting Secretary of INTERNATIONAL
PARROTLET SOCIETY, a California nonprofit public benefit corporation, and the
above bylaws, consisting of 20 pages, are the bylaws of these corporation as
adopted by the Board of Directors on March 22, 2003, and that they have not been
amended or modified since that date.
Executed on March 23, 2003,
at Santa Cruz County, California.