BYLAWS OF LATTER RAIN INDUSTRIES
TABLE OF CONTENTS
ARTICLE 1: OFFICES ...............................................................................................
1-1
Section 1. Principle Office........................................................................................
1-2
Section 2. Change of Address
..................................................................................
1-2
Section 3. Other Offices
..........................................................................................
1-2
ARTICLE 2: PURPOSES ..........................................................................................
2-1
Section 1. Objectives and
Purposes ....................................................................
2-2
ARTICLE 3: DIRECTORS ........................................................................................
3-1
Section 1. Number ................................................................................................
3-2
Section 2. Powers .................................................................................................
3-2
Section 3. Duties Overview
.................................................................................
3-2
Section 4. Article Directors
..................................................................................
3-2
Section 5. Membership Director
..........................................................................
3-2
Section 6. Public Affairs
Director ........................................................................
3-2
Section 7. Transportation
Director ......................................................................
3-3
Section 8. Ways and Means
Director ..................................................................
3-3
Section 9. Jobs Program Director
........................................................................
3-3
Section 10. Training Director
................................................................................
3-3
Section 11. Food and Health
Director ...................................................................
3-3
Section 12. Housing Director
.................................................................................
3-3
Section 13. Terms of Office
...................................................................................
3-4
Section 14. Compensation
......................................................................................
3-4
Section 15. Restriction Regarding
Interested Directors ........................................... 3-4
Section 16. Place of Meetings
.................................................................................
3-4
Section 17. Regular Meetings
..................................................................................
3-4
Section 18. Special Meetings
..................................................................................
3-4
Section 19. Notice of Meetings
..............................................................................
3-5
Section 20. Contents of Notice
..............................................................................
3-5
Section 21. Waiver of Notice
and Consent to Holding Meetings .......................... 3-5
Section 22. Quorum for Meetings
.........................................................................
3-5
Section 23. Majority Action
as Board Action ......................................................
3-6
Section 24. Conduct of Meetings
.........................................................................
3-6
Section 25. Action by Unanimous
Written Consent Without Meeting ............... 3-6
Section 26. Vacancies ...........................................................................................
3-6
Section 27. Non-Liability
of Directors ................................................................
3-7
Section 28. Indemnification
by Corporation of Directors, Officers, Employees,
and Other Agents ...............................................................................
3-7
Section 29. Insurance Of
Corporate Agents .........................................................
3-7
Article 4: OFFICERS ..............................................................................................
4-1
Section 1. Number of Officers
.............................................................................
4-2
Section 2. Qualification,
Election, and Term of Office ..................................... 4-2
Section 3. Subordinate Officers
..........................................................................
4-2
Section 4. Removal and Resignation
................................................................... 4-2
Section 5. Vacancies ...........................................................................................
4-2
Section 6. Duties of the
Chairman of the Board ................................................
4-2
Section 7. Duties of President
............................................................................
4-2
Section 8. Duties of the
First (Internal) Vice President ..................................... 4-3
Section 9. Duties of Second
(External) Vice President ...................................... 4-3
Section 10. Duties of Secretary
...........................................................................
4-3
Section 11. Duties of Treasurer
...........................................................................
4-4
Section 12. Compensation
....................................................................................
4-4
ARTICLE 5: COMMITTEES .............................................................................
5-1
Section 1. Executive Committee
.................................................................... 5-2
Section 2. Standing Committees
.................................................................... 5-2
Section 3. AD Hoc Committees
.................................................................... 5-3
Section 4. Meetings and Action
of Committees ............................................ 5-3
ARTICLE 6: EXECUTION OF INSTRUMENTS,
DEPOSITS AND FUNDS 6-1
Section 1. Execution of Instruments
.............................................................. 6-2
Section 2. Checks and Notes
.........................................................................
6-2
Section 3. Deposits .......................................................................................
6-2
Section 4. Gifts .............................................................................................
6-2
ARTICLE 7: CORPORATE RECORDS,
REPORTS AND SEAL .............. 7-1
Section 1. Maintenance of
Corporate Records ............................................ 7-2
Section 2. Corporate Seal
............................................................................
7-2
Section 3. Director's Inspection
Rights ...................................................... 7-2
Section 4. Right to Copy
and Make Extracts ............................................ 7-2
Section 5. Annual Report
...........................................................................
7-3
Section 6. Annual Statement
of Specific Transactions to Numbers .......... 7-3
ARTICLE 8: FISCAL YEAR ...........................................................................
8-1
Section 1. Fiscal Year of
Latter Rain .................................................. 8-2
ARTICLE 9: AMENDMENT OF BYLAWS
.................................................. 9-1
Section 1. Amendment ..............................................................................
9-2
ARTICLE 10: AMENDMENT OF
ARTICLES .............................................. 10-1
Section 1. Amendment of Article
Before Admission of Members ............ 10-2
Section 2. Amendment of Articles
After Admission of Members ............. 10-2
Section 3. Certain Amendments
............................................................... 10-2
ARTICLE 11: PROHIBITION AGAINST
SHARING CORPORATE PROFITS
AND ASSETS .........................................................................
11-1
Section 1. Prohibition Against
Sharing Corporate Profits and Assets ...... 11-2
ARTICLE 12: DETERMINATION
AND RIGHTS OF MEMBERS ........... 12-1
Section 1. Determination
and Rights of Members ..................................... 12-2
Section 2. Qualifications
of Members ....................................................... 12-2
Section 3. Admission of Members
........................................................... 12-2
Section 4. Fees, Dues and
Assessments ................................................. 12-2
Section 5. Number of Members
............................................................... 12-2
Section 6. Membership Book
................................................................... 12-3
Section 7. Nonliability of
Members ......................................................... 12-3
Section 8. Nontransferability
of Memberships ....................................... 12-3
Section 9. Termination of
Membership ....................................................... 12-3
Section 10. Rights on Termination
of Membership ...................................... 12-4
Section 11. Amendments Resulting
in the Termination of Memberships ... 12-4
ARTICLE 13: MEETINGS OF MEMBERS
..................................................... 13-1
Section 1. Place of Meetings
........................................................................
13-2
Section 2. Annual, Quarterly
and Other Regular Meetings ........................ 13-2
Section 3. Special Meetings
of Members .................................................... 13-2
Section 4. Notice of Meetings
..................................................................... 13-2
Section 5. Quorum for Meetings
................................................................. 13-3
Section 6. Majority Action
as Membership Action .................................... 13-4
Section 7. Voting Rights
..............................................................................
13-4
Section 8. Proxy Voting ..............................................................................
13-4
Section 9. Conduct of Meetings
................................................................. 13-5
Section 10. Action by Written
Ballot Without a Meeting ........................... 13-5
Section 11. Reasonable Nomination
and Election Procedures ................... 13-5
Section 12. Action by Unanimous
Written Consent Without Meeting ....... 13-5
Section 13. Record Date for
Meeting ........................................................... 13-6
Written Consent of Directors
Adopting Bylaws V
1-1
SECTION 1
OFFICES
Section 1: Principle Office
.................................................................................
1-2
Section 2: Change of Address
...........................................................................
1-2
Section 3: Other Offices
....................................................................................
1-2
1-2
Section 1
PRINCIPLE OFFICE
The principle office of Latter
Rain Industries for the transaction of its business is located in San Joaquin County, California.
Section 2
CHANGE OF ADDRESS
The county of Latter Rain's
principle office can be changed only by amendment of these bylaws and not
otherwise. The Board of Directors may, however, change the principle 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 not
be deemed an amendment of these Bylaws:
______________________________________
Dated: _________________________ 19____
______________________________________
Dated: _________________________ 19____
_____________________________________
Dated: _________________________19_____
Section 3
OTHER OFFICES
Latter Rain may also have
offices at such other places, within or without the State of California,
where it is qualified to do business, as its business may require and as
the board of directors may, from time to time, designate.
ARTICLE 2
PURPOSES
Section 1
OBJECTIVES AND PURPOSES
The primary objectives and
purposes of Latter Rain shall be to provide a quasi-public agency for charitable
and educational purposes to provide housing, job training and feeding of the homeless.
Those receiving these benefits shall be deemed as workers and shall implement
a housing program and a jobs program through sweat leases, SSI boarding,
vehicle maintenance and whatever means the Board of Directors may choose.
We shall provide a development
program that leads to incentives, opportunities and job training for the
workers through their efforts and through independent contractors and volunteers.
3-1
ARTICLE 3
DIRECTORS
SECTION 1
NUMBER
Latter Rain shall have fourteen
directors and collectively they shall be known as the Board of Directors.
The number may be changed by amendment of this Bylaw, or by repeal of this
Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
SECTION 2
POWERS
Subject to the provisions
of the California Nonprofit Benefit Corporation law any limitations in
the Articles of incorporation and Bylaws relating to action required or
permitted to be taken or approved by the members of Latter Rain, the activities
and affairs of Latter Rain shall be conducted and all corporate power shall
be exercised by or under the direction of the Board of Directors.
SECTION 3
DUTIES OVERVIEW
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 Latter Rain,
or by these Bylaws.
b) Appoint and remove, employ,
discharge, and except as otherwise provided in these Bylaws, prescribe
the duties and fix the compensation, if any, of all officers, agents, and employees
of Latter Rain.
c) Supervise all officers,
agents, and employees of Latter Rain to assure their duties are performed
properly.
d) Meet at such times and
places as required by these Bylaws.
e) Register their address
with the Secretary of Latter Rain and notices of meetings mailed to them
at such addresses shall be valid notices thereof.
SECTION 4
ARTICLE DIRECTORS
It shall be the duty of each
Director to administer the delegation, supervision, and control of the
various standing or ad hoc committees assigned to or delegated by him/her,
and such other duties as may be required by law, or by the Articles of
Incorporation of Latter Rain , or by these Bylaws, or which may be assigned
to him/her from time to time by the Board of Directors. Directorship portfolios
include, but, are not limited to Sections 5 - 12 as follows.
SECTION 5
MEMBERSHIP DIRECTOR
It shall be the duty of the
membership Director to appoint and direct a membership committee chairperson..
The Director will act as a laison to the Secretary of Latter Rain.
SECTION 6
PUBLIC AFFAIRS DIRECTOR
It shall be the duty of the
Public Affairs Director to interface with community and public agencies.
The Director shall facilitate corporate objectives to promote and disseminate
such objectives.
SECTION 7
TRANSPORTATION DIRECTOR
It shall be the duty of the
Transportation Director to administrate the transportation, maintenance,
and delegation of vehicles. The Director shall also interface with the
Jobs Program Director.
SECTION 8
WAYS AND MEANS DIRECTOR
It shall be the duty of the
Ways and Means Director to seek out fund-raising activities, grants, loans,
and public funds. The Director shall also administrate a canvassing program,
and interface with the Jobs Program Director.
SECTION 9
JOBS PROGRAM DIRECTOR
It shall be the duty of the
Jobs Program Director to appoint a Chairperson, and the Jobs Program Committee.
SECTION 10
TRAINING DIRECTOR
It shall be the duty of the
Training Director to appoint a Chairperson, and direct the Training Committee.
The Director shall also interface with the Jobs Program Director.
SECTION 11
FOOD AND HEALTH DIRECTOR
It shall be the duty of the
Food and Health Director to administer a food program for the workers,
and to others qualified as needy. Duties also require the supervision of
kitchen responsibilities, and needs within the housing units.
The Director shall identify
physical and emotional problems to provide the channel to satisfy their
needs or reference to the proper agencies.
SECTION 12
HOUSING DIRECTOR
It shall be the duty of the
Housing Director to administer a housing program including rental housing,
sweat leases, SSI boarding, and real estate. The Director shall also interface
with the Transportation Director.
SECTION 13
TERMS OF OFFICE
Each director shall hold
office until the next annual meeting for election of the Board of Directors
as specified in these Bylaws, and until his or her successor are elected
and qualified
3-4
SECTION 14
COMPENSATION
Directors shall serve without
compensation. They shall be allowed reasonable advancement or reimbursement
of expenses incurred in the performance of their regular duties as specified
in section 3 of this article. Directors may not be compensated for rendering
services to Latter Rain in any capacity other than director unless such
other compensation is reasonable and is allowable under the provisions
of section 6 of this article.
SECTION 15
RESTRICTION REGARDING INTERESTED
DIRECTORS
Not withstanding any other
provision of these Bylaws, not more than forty-nine percent (49%) of the
persons serving on the board may be interested persons. For purposes of
this section, "interested persons" means either:
a) Any person currently being
compensated by Latter Rain for services rendered it within the previous
twelve (12) months, whether
as a full-or not part time officer or other employee, independent contractor,
or otherwise, excluding any reasonable compensation paid to a director
as director; or
b) Any brother, sister, ancestor,
descendant, spouse, brother-in-law, son-in-law, daughter-in-law,
mother-in-law, or father-in-law
of any such person.
SECTION 16
PLACE OF MEETING
Meetings shall be held at
the principal office of Latter Rain unless otherwise provided by the board
or at such place within or without the State of California which has been
designated from time to time by resolution of the Board of Directors. In
the absence of such designation, any meeting not held at the principle
office of Latter Rain shall be valid only in held on the written consent
of all directors given either before or after the meeting and filed with
the Secretary of Latter Rain or after all board members have been given
written notice of the meeting as hereinafter provided for special meetings
of the board. Any meeting, regular or special, may be held by conference
telephone or similar communications equipment, so as long as all directors
participating in such meeting can hear one another.
SECTION 17
REGULAR MEETINGS
Regular meetings of Directors
shall be held on _____________________ 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 week.
SECTION 18
SPECIAL MEETINGS
Special meetings of the board
may be called by the Chairperson or the President, the Secretary, or by
any two Directors, and such meetings shall be held at the place, within
or without the State of California, designated by the person or persons
calling the meeting, and in the absence of such a designation, at the principal
office of Latter Rain.
3-5
SECTION 19
NOTICE OF MEETINGS
Regular meetings of the board
may be held without notice. Special meetings of the board shall be held
upon four (4) days notice by first class mail or forty-eight (48) hours
notice delivered personally or by telephone, or E-mail. If sent by mail,
the notice shall be deemed to be delivered on its deposit in the mails.
Such notices shall be addressed to each director at his or her address
as shown on the books of Latter Rain. Notice of the time and place of holding
an adjourned meeting need not be given to absent directors if the time
and place of the adjourned meeting are fixed at the meeting adjourned and
if such adjourned meeting is held no more than twenty-four (24) hours from
the time of the original meeting. Notice shall be given of any adjourned
regular or special meeting to directors absent from the original meeting
if the adjourned meeting is held more than twenty-four (24) hours from
the original meeting.
SECTION 20
CONTENTS OF NOTICE
Notice of meetings not herein
dispensed with shall specify the place, day and hour of the meetings. The
purpose of any board meeting need not be specified in the notice.
SECTION 21
WAIVER OF NOTICE AND CONSENT
TO HOLDING MEETINGS
The transaction of any meeting
of the board, however called and noticed or wherever held, are as valid
as though the meeting had been duly held after proper call and notice,
provided a quorum, as hereinafter defined, is present and provided that
either before or after the meeting each director not present signs a waver
of notice, a consent to holding the meeting, or an approval of the minutes
thereof. All such waivers, consents, or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
SECTION 22
QUORUM FOR MEETINGS
A quorum shall consist of
a simple majority of the Board of Directors. Except as otherwise provided
in these Bylaws or in the Articles of Incorporation if Latter Rain, or
by law, no business shall be considered by board at any meeting at which
a quorum, as hereinafter defined, is not present, and the only motion which
the Chair shall entertain at such meeting is a motion to adjourn. However,
a majority of the Directors present at such meeting may adjourn from time
to time until the time fixed for the next regular meeting of the board.
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, except as provided in
Section 10 of this Article.
The Directors present at
a duly called and held meeting at which a quorum is initially present may
continue to do business not withstanding 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 Latter Rain.
3-6
SECTION 23
MAJORITY ACTION AS A 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 or Bylaws of Latter Rain, or provisions of
the California Nonprofit Public Benefit Corporation Law, particularly those
provisions relating to appointment of committees (Section 5212), approval
of contracts or transactions in which a Director has a material financial
interest (Section 5233) and indemnification of Directors (Section 5238e),
require a greater percentage or different voting rules for approval of
a matter by the board.
SECTION 24
CONDUCT OF MEETINGS
Meetings of the Board of
Directors shall be presided over by the Chairperson of the Board, or, in
his absence, the President of Latter Rain or, in his or her absence, by
the 1st Vice President of Latter Rain 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 Latter Rain shall act a secretary of all
meetings of the board, provided that, in his or her absence, the presiding
officer shall appoint another person to act a Secretary of the meeting.
Meetings shall be governed
by Roberts 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 Latter Rain, or with provisions
of law.
SECTION 25
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. For the purposes of
the Section only, "all members of the board" shall not include any "interested
Director" as defined in Section 5233 of the California Nonprofit Public
Benefit Corporation Law. Such written consent or consents shall be filled
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. Any certificate or other document filed under any provision
of law which relates to action written consent of the Board of Directors
without a meeting and that the Bylaws of Latter Rain authorize the Directors
to so act, and such statement shall be prima facie evidence of such authority.
SECTION 26
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 are increased.
The Board of Directors may
declare vacant the office of a director who has been declared of unsound
mind by final order of court, or convicted of a felony, or been found by
a final order or judgment of any court, to have breached any duty under
Section 5230 and following of the California Nonprofit Public Benefit Corporation
Law.
3-7
Any director may resign effective
upon giving written notice to the Chairperson of the Board, the effectiveness
of such resignation. No director may resign if Latter Rain would then be
left without a duly elected director or directors in charge of its affairs,
except upon notice to the Attorney General.
Vacancies created by the
removal of a director may be filled only by the approval of the members.
The members of Latter Rain may elect a director at any time to fill any
vacancy not filled by the directors.
A person elected to fill
a vacancy as provided by this Section shall hold office until the next
annual election of the next Board of Directors or not his or her death,
resignation or removal from office.
SECTION 27
NON-LIABILITY OF DIRECTORS
The directors shall not be
personally liable for the debts, liabilities, and other obligations of
Latter Rain.
SECTION 28
INDEMNIFICATION BY CORPORATION
OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person
who is, or was, a director, office, employee or other agent of Latter Rain
has been successful on the merits in defense of any civil, criminal, administrative
or investigative proceeding brought to procure a judgment against such
person by reason of the fact that he or she is, or was, an agent of Latter
Rain, or has been successful in defense of any claim, issue or matter,
therein, such person shall be indemnified against expensed actually and
reasonably incurred by the person in connection with such proceeding.
If such person either settles
any such claim or sustains a judgment, fines, settlements and other amounts
reasonably incurred in connection with such proceeding shall be provided
by Latter Rain but not only to the extent allowed by, and in accordance
with the requirements of, Section 5238 of the California Nonprofit Public
Benefit Corporation Law
SECTION 29
INSURANCE OF CORPORATE AGENTS
The Board of Directors may
adopt a resolution authorizing the purchase and maintenance of insurance
on behalf of any agent of Latter Rain (including a director, officer, employee,
contractor or other agent of Latter Rain) against any liability other than
for violating provisions of law relation to self-dealing (Section 5233
of the California Nonprofit Public Benefit Corporation Law) asserted against
or incurred by the agent in such capacity or arising out of the agents
status as such, whether or not Latter Rain would have the power to indemnify
the agent against such liability under the provisions of Section 5238 of
the California Nonprofit Benefit Corporation Law.
4-1
Article 4
OFFICERS
SECTION 1
NUMBER OF OFFICERS
The officers of Latter Rain
shall be the Chairman of the Board, a President, a First Vice President,
a Second Vice President, a Secretary, and a Chief Financial Officer who
shall be designated as Treasurer. Any number of offices may be held by
the same person except that neither the Secretary nor the Treasurer may
serve as the President or Chairperson of the Board.
SECTION 2
QUALIFICATION, ELECTION,
AND TERM OF OFFICE
Any active member may serve
as officer of Latter Rain. Officers are to be elected along with the Directors
on annual meetings at which a quorum of working members are in attendance.
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 3
SUBORDINATE OFFICERS
The Board of Directors may
appoint such other officers or agents as it may deem desirable, and such
officers shall serve such terms, have such authority, and perform such
duties as may be prescribed from time to time by the Board of Directors.
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 Latter Rain. Any such resignation
shall take effect at the date of receipt of such notice or at any later
date specified therein, and, unless specified therein, the acceptance of
such resignation shall not be necessary to make it effective. The above
provisions of this section shall be superceded by any conflicting terms
of a contract which has been approved or ratified by the Board of Directors
relating to the employment of any Officers of Latter Rain
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 THE CHAIRMAN OF
THE BOARD
The Chairman of the Board
shall be the Chief Executive Officer of Latter Rain Industries and the permanent office
of the Incorporator. The Chairman shall along side with the President,
subject to the control of the Board of Directors, supervise and minister to
the affairs of Latter Rain and the activities of the officers. He shall
perform all duties incident to his office and such other duties as might
be required by law, by the Articles of Incorporation of Latter Rain, or
by these Bylaws, or which may be prescribed from time to time by the Board
of Directors.
The Chairman of the Board
shall preside at all meetings of the Board of Directors. The chairman shall
not vote except in the case where a 2/3 majority of the Board of Directors
is required, a quorum being present.
Except as otherwise 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 THE PRESIDENT
The president shall be the
chief presiding officer of Latter Rain and shall along-side with the Chairman
of the Board of Directors, subject to the control of the Board of directors,
supervise and minister to the affairs of Latter Rain 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 of Latter Rain, or by these Bylaws, or which may be prescribed
from time to time by the Board of Directors.
In the absence of the Chairman
of the Board, or in the event of his inability or refusal to act, the President
shall perform all the duties of the Chairman of the Board and when so acting
shall have all the powers of, and be subject to all the restrictions on
the President. The President shall preside at all meetings of the members.
Except as otherwise provided by law, by the Articles of Incorporation,
or by these Bylaws, he or she shall, in the name of Latter Rain, execute
such deeds, mortgages, bonds, contracts, checks, or other instruments which
may from time to time by authorized by the Board of Directors.
SECTION 8
DUTIES OF THE FIRST (INTERNAL)
VICE PRESIDENT
In the absence of the President,
or in event of his or her inability or refusal to act, the First Vice President
shall perform all the duties of the President, and when to acting shall
have all the powers of, and be subject to all the restrictions on the President.
The First vice President
shall supervise and minister to the activities of the Internal board of Directors.
The Internal Board having four members, namely:
Membership Director
Housing Director
Food and Health Director
Training Director
The First Vice President
shall have other powers and perform such other duties as may be prescribed
by law, the Articles of Incorporation, or by these Bylaws, or as may be
prescribed by the Board of Directors.
SECTION 9
DUTIES OF SECOND (EXTERNAL)
VICE PRESIDENT
4-4
In the absence of the First
Vice President, or in the event of his or her ability or refusal to act,
the Second Vice President shall perform all the duties of the First Vice
President, and when so acting shall have all the powers of, and be subject
to all the restrictions on the First Vice President.
The Second Vice President
shall supervise and minister to the activities of the External Board of Directors.
The External Board having four directors, namely:
Public Affairs Director
Transportation Director
Ways and Means Director
Jobs Program Director
The Second Vice President
shall have other powers and perform such other duties as may be prescribed
by law, the Articles of Incorporation, or by these Bylaws, or as may be
prescribed by the Board of Directors.
SECTION 10
DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal
office of Latter Rain the original, or a copy of these Bylaws as amended
or otherwise altered to date.
Keep at the principal office
of Latter Rain or at such other place as the board may determine, 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
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 Latter Rain Industries and
see that the seal is affixed to all duly executed documents, the execution
of which on behalf of Latter Rain under its seal is authorized by law or
these Bylaws.
Keep at the principal office
of Latter Rain a membership book containing the name and address of each
and every member, separated by class, and, in the case where any membership
has been terminated, he or she shall record such fact in the membership
book, together with the date on which such membership ceased.
Exhibit at all reasonable
times to any director of Latter Rain, or to his or her agent or attorney,
on request therefor, the Bylaws, the membership book, and the minutes of
the Secretary and such other duties as may be required by law, by the Articles
of Incorporation of Latter Rain, or by these Bylaws, or which may be assigned
to him from to time to time by the Board of Directors.
SECTION 11
DUTIES OF TREASURER
Subject to the provisions
of these Bylaws relating to the "Execution of Instrument, Deposits, and
Funds", the Treasurer shall:
Have charge and custody of,
and be responsible for all funds and securities of Latter Rain, and deposit
all such funds in the name of Latter Rain, and deposit all such funds in
the name of Latter Rain in such banks, trust companies, or other depositories
as shall be selected by the Board of Directors.
Receive, and give receipt
for, monies due and payable to Latter Rain from any source whatsoever.
Disburse, or cause to be
disbursed, the funds of Latter Rain as may be directed by the Board of
Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate
and correct accounts of Latter Rain's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements,
gains and losses.
Exhibit at all reasonable
times the books of account and financial records to any director of Latter
Rain, 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 Latter Rain.
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 Latter Rain, or by these Bylaws,
or which may be assigned to him or her from time to time by the Board of
Directors.
SECTION 12
COMPENSATION
The salaries of the officers,
if any, shall be fixed from time to time by resolution of the Board of
Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he or she is also a director of Latter Rain,
provided, however, that such compensation shall be allowed if permitted
under the provisions of Article 3, Section 6 of these Bylaws. In all cases,
any salaries received by officers of Latter Rain shall be reasonable and
given in return for service actually rendered for Latter Rain which relate
to the performance of the charitable or public purposes of Latter Rain.
ARTICLE 5
COMMITTEES
SECTION 1
EXECUTIVE COMMITTEE
The Board of Directors may,
by a majority vote of the directors, designate two (2) or more of its members
(who may also be serving as officers of Latter Rain) to constitute an Executive
Committee and delegate to such committee any of the powers and authority
of the board in the management of the business and affairs of Latter Rain,
except with respect to:
a) The approval of any action
which, under law or the provisions of these Bylaws, requires the approval
of the members of a majority of all the members.
b) The filling of vacancies
on the board or on any committee which has the authority of the board.
c) The fixing of compensation
of the directors for serving on the board or on any committee.
d) The amendment or repeal
of Bylaws or the adoption of new Bylaws.
e) The amendment or repeal
or any resolution of the board which by its express terms is not so amendable
or repealable.
f) The appointment of committees
of the board or the members thereof.
g) The expenditure of corporate
funds to support a nominee for director after there are more people nominated
for director after there are more people nominated for director than can
be elected.
h) The approval of any transaction
to which Latter Rain is a party and in which one or more of the directors
has a material financial interest, except as expressly provided in Section
5233 (d) (3) of the California Nonprofit Public Benefit Corporation Law.
By a majority vote of its members then in office, the board may at any
time revoke or modify any or all of the authority so delegated, increase
or decrease but not below two (2) the number of its members, and fill vacancies
therein from the members of the board. The committee shall keep regular
minutes of its proceeding, 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
STANDING COMMITEES
Latter Rain shall have three
(3) standing committees, the Membership Committee, Jobs Program Committee,
and the Training Committee. The Membership Committee shall fall in the
portfolio of the Membership Director, the Jobs Program Committee shall
fall into the portfolio of the Jobs Program Director, and the Training
Committee shall fall into the portfolio of the Training Director. It is
the duty of these directors to appoint or remove a chairperson for their
respective committees and the duty of each chair-person to appoint or remove
a co-chair and members to the committee.
Standing Committees shall
serve for a term corresponding to that of the director who appointed the
chair and continue serving until a successor is chosen. These committees
shall have regular meetings, established by rule, and minutes of meetings
are to be recorded and submitted to the Secretary of Latter Rain. Each
committee shall set their own limit as to number of members.
The duties of the Membership
Committee are to assist the Membership Director in recruitment, facilities
management, internal affairs, and shall have standing authority to act
in behalf of Latter Rain within Membership Directorship guidelines. It
shall be the duty of the Membership Committee to assist the Secretary of
Latter Rain in whatever membership related duties the Secretary has to
delegate.
The duties of the Jobs Program
Committee are to assist the Jobs Program Director in labor force management,
self-help programs, job search, and whatever duties the Jobs Program Director
may delegate. The Committee shall have standing authority to act on behalf
of Latter Rain within Job Program Directorship guidelines.
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The duties of the Training
Committee are to assist the Training Director in the screening, placement
, and supervision of a training program leading to gainful employment and
whatever duties the Training Director may delegate. The committee shall
have standing authority to act in behalf of Latter Rain within Training
Directorship guidelines.
SECTION 3
AD HOC COMMITTEES
Each Director, including
those with standing committees may as the need arises appoint and direct
various AD HOC Committees that are designated by resolution of the Board
of Directors. Each committee are to carry out a specified task and must
clearly be titled as an "advisory" committee only, or an "active" committee
outlining whatever authority has been granted by the board.
SECTION 4
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,
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 extent that such rules and regulations are
not inconsistent with the provisions of these Bylaws.
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ARTICLE 6
EXECUTION OF INSTRUMENTS,
DEPOSITS AND FUNDS
6-2
SECTION 1
EXECUTION OF INSTRUMENTS
The Board of Directors, except
as otherwise provided in these Bylaws, may be resolution authorize any
officer or agent of Latter Rain to enter into any contract or execute and
deliver any instrument in the name of an on behalf of Latter Rain, 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 Latter Rain 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 NOTE
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 Latter Rain shall be signed by the
Treasurer and Countersigned by the President of Latter Rain or the Chairman
of the Board.
SECTION 3
DEPOSITS
All funds of Latter Rain
shall be deposited from time to time to the credit of Latter Rain 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 Latter Rain any contribution, gift, bequest, or device
for the charitable or public purposes of Latter Rain.
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ARTICLE 7
CORPORATE RECORDS, REPORTS
AND SEAL
SECTION 1
MAINTENANCE OF CORPORATE
RECORDS
Latter Rain shall keep at
its principal office in the State of California:
a) Minutes of all meetings
of directors, committees of the board and of all meetings of members, 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, business
transactions and accounts
of its assets, liabilities, receipts, disbursements, gains and losses;
. c) A record of its members,
indicating their names and addresses and the class of membership held by
each member and the termination date of any membership;
d) A copy of Latter Rain
Articles of Incorporation and Bylaws as amended to date, which shall be
open to inspection by the members of Latter Rain at all reasonable times
during office hours.
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 Latter Rain. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any such instrument.
SECTION 3
DIRECTORS INSPECTION RIGHTS
Each and every member shall
have the following inspection rights for a purpose reasonably related to
such persons interest as a member:
a) To inspect and copy the
record of all members names, addresses and voting rights, at reasonable
times, upon five (5) working days prior written demand on Latter Rain,
which demand shall state the purpose for which the inspection rights are
requested.
b) To obtain from the Secretary
of Latter Rain, upon written demand and payment of a reasonable charge,
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 the date specified for which
the list is requested. The membership list shall be made available on or
before the later of ten (10) business days after the demand is received
or after the date specified therein as of which the list is to be compiled.
c) 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 Latter Rain
persons interest as a member.
SECTION 4
RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the
provisions of the Article may be made in person or by agent or attorney
and the right to inspection includes the right to copy and make extracts.
7-3
SECTION 5
ANNUAL REPORT
The board shall cause an
annual report to be furnished not later than one hundred an twenty (120)
days after the close of Latter Rain's fiscal year to all directors of Latter
Rain and to any member who requests it in writing, which report shall contain
the following information in appropriate detail:
a) The assets and liabilities,
including the trust funds, of Latter Rain as of the end of the fiscal year.
b) The principal changes
in assets and liabilities, including trust funds, during the fiscal year.
c) The revenue or receipts
of Latter Rain, both unrestricted and restricted to particular purposes,
for the fiscal year.
d) The expenses or disbursements
of Latter Rain, for both general and restricted purposes, during the
fiscal year.
e) Any information required
by Section 7 of this Article. The annual report shall be accompanied by
any report thereon of independent accountants, or, if there are no reports,
the certificate of an authorized officer of Latter Rain that such statements
were prepared without audit from the books and records of Latter Rain.
If Latter Rain receives twenty
five thousand dollars (25,000) or more, in gross revenues or receipts during
the fiscal year, Latter Rain shall automatically send the above annual
report to all members, in such manner, at such time, and with such contents,
including an accompanying report from independent accountants or certification
of a corporate officer, as specified by the above provisions of this section
relating to the annual report.
SECTION 6
ANNUAL STATEMENT OF SPECIFIC
TRANSACTIONS TO MEMBERS
Latter Rain shall mail or
deliver to all directors and any and all members a statement within one
hundred and twenty (120) days after the close of its fiscal year which
briefly describes the amount and circumstances of any indemnification or
transaction of the following kind:
a) Any transaction in which
Latter Rain, or its subsidiary, was a party, and in which any had a direct
or indirect material financial interest:
1) Any director or officer
or Latter Rain, or its parent or subsidiary (a mere common directorship
shall not be considered a material financial interest).
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ARTICLE 8
FISCAL YEAR
SECTION 1
FISCAL YEAR OF LATTER RAIN
The fiscal year of Latter
Rain shall begin on the first of March and end on the last day of February
in each year.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1
AMENDMENT
Subject to any provision
of law applicable to the amendment of Bylaws of public benefit nonprofit
corporation, these Bylaws, or any of them, may be altered, amended, or
repealed and new Bylaws adopted as follows:
a) Subject to the power of
members to change or repeal these Bylaws under section 5150 of Latter Rain's
Code, by approval of the Board of Directors unless the Bylaw amendment
would materially and adversely affect the rights of members as to voting
or transfer, then a Bylaw specifying or changing the fixed number of directors
of Latter Rain, the maximum of minimum number of directors, or changing
from a fixed to variable board or vice versa, may not be adopted, amended,
or repealed except as provided in subparagraph (B) of this section; or
b) By approval of the members
of Latter Rain.
10-1
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1
AMENDMENT OF ARTICLE BEFORE
ADMISSION OF MEMBERS
Before any members have been
admitted to Latter Rain, any amendment of the Articles of Incorporation
may be adopted by approval of the Board of Directors.
SECTION 2
AMENDMENT OF ARTICLES AFTER
ADMISSION OF MEMBERS
After members have been admitted
to Latter Rain, amendment of the Articles of Incorporation may be adopted
by the approval of the Board of Directors and by the approval of the members
of Latter Rain.
SECTION 3
CERTAIN AMENDMENTS
Notwithstanding the above
Sections of this Article, Latter Rain shall not amend its Articles of Incorporation
to alter any statement which appears in the original Articles of Incorporation
of the names and addresses of the first directors of Latter Rain, nor the
name and address of its initial agent, except to correct an error in such
statement or to delete such statement after Latter Rain has filed a Statement
by a Domestic Non-Profit Corporation pursuant to Section 6210 of the California
Nonprofit Corporation Law.
11-1
ARTICLE 11
PROHIBITION AGAINST SHARING
CORPORATE PROFITS AND ASSETS
SECTION 1
PROHIBITION AGAINST SHARING
CORPORATE PROFITS AND ASSETS
No member, director, officer,
employee, or other person connected with Latter Rain, or any private individual,
shall receive at any time any of the net earnings of or pecuniary profit
from the operations of Latter Rain, provided, however that this provision
shall not prevent payment to any such person of reasonable compensation
for services performed for Latter Rain in effecting any of its public or
charitable purposes, provided that such compensation is otherwise permitted
by these Bylaws and is fixed by resolution of the Board of Directors; and
no such person or persons shall be entitled to share in the distribution
of, and shall not receive, any of the corporate assets on dissolution of
Latter Rain. All members of Latter Rain shall be deemed to have expressly
consented and agreed that on such dissolution or winding up of the affairs
of Latter Rain, after all debts have been satisfied, shall be distributed
as required by Articles of Incorporation of Latter Rain and not otherwise.
MEMBERSHIP PROVISIONS
OF
LATTER RAIN INDUSTRIES
A CALIFORNIA PUBLIC BENEFIT
CORPORATION
ARTICLE 12
DETERMINATION AND RIGHTS
OF MEMBERS
SECTION 1
DETERMINATION AND RIGHTS
OF MEMBERS
Latter Rain shall have two
classes of members, working and supporting. No member shall hold more than
one membership in Latter Rain, except as expressly provided in or authorized
by the Articles of Incorporation or Bylaws or Latter Rain, all memberships
shall have the same rights, privileges, restrictions and condition.
SECTION 2
QUALIFICATIONS OF MEMBERS
There shall be two classes
of members, working and supporting and collectively said members shall
be known as active members.
a) Active members have equal
voting privileges at all regular, special and quarterly meetings including
annual elections for the Board of Directors.
b) Working Members: Those
members considered working shall be those persons deemed homeless by the
membership committee and directly benefiting from the housing and work
programs.
c) Supportive Members: Those
members from the general public outside the housing program designated
for the homeless. These members include SSI boarders, independent contractors
and interested others. Supportive members may qualify for other programs
including food distribution if determined by the membership committee as
needy.
SECTION 3
ADMISSION OF MEMBERS
Applicants shall be admitted
to membership upon making application therefor in writing and upon payment
application fee and first annual dues as specified in the following sections
of the Bylaws.
SECTION 4
FEES, DUES, AND ASSESSMENTS
a) The following fee shall
be charged for making application for membership in Latter Rain: a ten
dollar ($10.00) one time fee charged for and payable with the application
for membership.
b) The annual dues shall
be a minimum of ten dollars ($10.00) or any amount according to the ability
of the applicant. Dues are payable in advance of time of application and
upon each anniversary date of
application.
c) Membership shall be nonassessable.
SECTION 5
NUMBER OF MEMBERS
There are no limit of members
Latter Rain may admit.
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SECTION 6
MEMBERSHIP BOOK
Latter Rain 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 Latter Rains principal office and shall be available for inspection
by any director or member of Latter Rain during regular business hours.
The record of names and addresses of the members of Latter Rain and shall
not be used, in whole part, by any person for any purpose not reasonably
related to a members interest as member.
SECTION 7
NONLIABILITY OF MEMBERS
A member of Latter Rain is
not, as such, personally liable for the debts, liabilities, or obligations
of Latter Rain.
SECTION 8
NONTRANSFERABILITY 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
Grounds for termination.
The membership of a member shall terminate upon the occurrence of any of
the following events:
a) Upon his or her notice
of such termination delivered to the President or Secretary of Latter Rain
personally or by mail, such
membership to terminate upon the date of delivery of the notice or date
of deposit in the mail.
b) Upon a determination by
the Membership Committee or the Board of Directors that the member has
engaged in conduct materially
and seriously prejudicial to the interested or purposes of Latter Rain.
c) Upon a failure to renew
his or her membership by paying dues on or before their due date, such
termination to effective thirty (30) days after a written notification
of delinquency is given personally or mailed to such member by the Secretary
of Latter Rain. A member may avoid such termination by paying the amount
of delinquent dues with a thirty (30) day period following the members
receipt of the written notification of delinquency.
Procedure for Expulsion.
Following the determination that a member should be expelled under subparagraph
(A2) of this section, the following procedure shall be implemented:
a) A notice shall be sent
by mail to the last address of the member as shown on Latter Rain's records,
setting forth the expulsion and the reasons therefor. Such notice shall
be sent at least fifteen (15) days before the proposed effective date of
the expulsion.
b) The member being expelled
shall be given an opportunity to be heard, either orally or in writing,
at a hearing to be held not less than five (5) days before the effective
date of the proposed expulsion. The
hearing will be held by the
Membership Committee in accordance with the quorum and voting rules
set forth in these Bylaws
applicable to the meetings of the Board. The notice to the member of this
or her proposed expulsion shall state the date, time, and place of the
hearing on his or her proposed expulsion.
c) Following the hearing,
the Membership Committee shall decide whether or not the member should
in fact be expelled, suspended, or sanctioned in some other way. The decision
of the Committee shall be final.
d) Any person expelled from
Latter Rain shall receive a refund of dues already paid. The refund shall
be pro-rated to return only the unaccrued balance remaining for the period
of the dues payment.
SECTION 10
RIGHTS ON TERMINATION OF
MEMBERSHIP
All rights of a member in
Latter Rain shall cease on termination of membership as herein provided.
SECTION 11
AMENDMENTS RESULTING IN THE
TERMINATION OF MEMBERSHIPS
Notwithstanding any other
provision of these Bylaws, if any amendment of the Articles of Incorporation
or of the Bylaws of Latter Rain would result in the termination of all
memberships or any class of memberships, then such amendment or amendments
shall be effected only with accordance with the provisions of Section 5342
of the California Nonprofit Public Benefit Corporation Law.
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ARTICLE 13
MEETINGS OF MEMBERS
SECTION 1
PLACE OF MEETINGS
Meetings of members shall
be held at the principal office of Latter Rain or at such other place or
places within or without the State of California as may be designated from
time to time by resolution of the Board of Directors.
SECTION 2
ANNUAL, QUARTERLY AND OTHER
REGULAR MEETINGS
a) Annual Meetings: The members
shall meet annually on the regular February meeting in each year, at 7:30
PM, for the purpose of electing directors and officers and transacting
other business as may come before the meeting. Cumulative voting for the
election of directors shall not be permitted. Each candidate must run for
a specific office on the Board. A candidate receiving more than 50% of
the votes in a specific office shall be considered duly elected and shall
assume office on the first of March. In case of tie or if 50% majority
is not attained, a run-off election shall be held from each two top vote-getters
for each position and said run-off election shall be held on the same February
meeting. 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 and any reference in these Bylaws to
regular meetings of members still also apply to this annual meeting.
b) Quarterly Meetings: Quarterly
meetings shall be held on the date and time
of regular meetings in the months of February, May, August, and November.
Those on duty or unable to attend shall notify membership committee of
active membership within two (2) weeks prior to said meeting or not later
than two (2) weeks following.
c) Other Regular Meetings:
Other regular meetings of the members shall be held on,
at M.
If the day fixed for the
annual meeting or other regular meetings 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
a) Persons who may call Special
Meetings of members: Special meetings of the members shall be called by
the
Board of Directors , the
Chairman of the Board, or the President of Latter Rain. In addition, special
meetings of the members for
any lawful purpose may be called by five percent (5%) or more of the members.
SECTION 4
NOTICE OF MEETINGS
a) Time of notice: Whenever
members are required or permitted to take action at a meeting, a written
notice of the meeting shall be given by the Secretary of Latter Rain no
less than ten (10) nor more than ninety (90) days before the date of the
meeting to each member who, on the record date for the notice of the meeting,
is entitled to vote thereat, provided, however, that if notice shall be
given twenty (20) days before the meeting.
b) Manner of giving notice:
Notice of a members meeting or any report shall be given either personally
or by mail or other means or written or electronic communication, addressed to the member
at the address of such member appearing on the books of Latter Rain or
given by the members to Latter Rain for the purpose of notice; or if no
address appears or is given, at the place where the principal office of
Latter Rain is located or by publication of notice of the meeting at lease
once in a newspaper of general circulation in the county in which the principal
office is located. Notice shall be deemed to have been given at the time
when delivered personally or deposited in the mail or sent by telegram
or other means of written communication.
nominees at the time notice
is given.
d) Notice of Meetings Called
by Members: If a special meeting is called by members as authorized by
the Bylaws, the request for the meeting shall be submitted inn writing,
specifying the general nature of the
business proposed to be transacted
and shall be delivered personally or sent by registered mail or by telegraph
to the Chairperson of the Board, President, Vice President, or Secretary
of Latter Rain. The officer given to the members entitled to vote that
a meeting will be held, stating the date of the meeting, The date for such
meeting shall be fixed by the Board and shall not be less than thirty-five
(35) nor more than ninety (90) days after the receipt of the request for
the meeting by the officer. If the notice is not given within twenty (20)
days after the receipt of the request, persons calling the meeting may
give notice themselves.
e) Waiver of Notice of Meeting
: The transactions of any meeting of members, however called and noticed,
and held, shall be as valid as though taken at a meeting duly held after
regular call and notice, if a quorum is present either in person or by
proxy, and it, either before or after the meeting, each of the person entitled
to vote, not present in person or by proxy, signs a written waiver of notice
or a consent to the holding of the meeting or on approval of the minutes
thereof. All such waivers, consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Waivers
of notices of consents need not specify either the business to be transacted
or the purpose of any regular or special meeting of members, except that
if action is taken or proposed to be taken for approval of any of the matters
specified in subparagraph "F" of this section, the waiver of notice or
consent shall state the general nature of the proposal.
f) Special Notice Rules for
Approving Certain Proposals: If action is taken or is proposed to be taken
with respect to the following proposal, such action shall be invalid unless
unanimously approval by those entitled to vote or unless the general nature
of the proposal is stated in the notice of meeting or in any written waiver
of notice;
1. Removal of directors without
cause;
2. Filling of vacancies on
the Board by members;
3. Amending the Articles
of Incorporation; and
4. An election to voluntarily
wind up and dissolve Latter Rain.
SECTION 5
QUORUM FOR MEETINGS
A quorum shall consist of
a simple majority of the working members of Latter Rain. The members 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 members from the meeting provided that any
action taken after the loss of a quorum must be approved by a least a majority
of the members required to constitute a quorum.
In the absence of a quorum,
any meeting of the members may be adjourned from time to time by the vote
of a majority of the votes represented in person or by proxy at the meeting,
but no other business shall be transacted at such meeting.
When a meeting is adjourned
for lack of a sufficient number of members at the meeting or otherwise,
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 of
the time and place of such meeting. However, if after the 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. A meeting shall not
be adjourned for more than forty-five (45) days.
Not withstanding any other
provision of this Article, if Latter Rain authorizes members to conduct
a meeting with a quorum of less than one-third (1/3) of the voting power,
then, if less than one-third (1/3) of the voting power actually attends
a regular meeting, in person or by proxy, then no action may be taken on
a matter unless the general nature of the matter was stated in the notice
of the regular meeting.
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 law, the Articles of Incorporation of Latter Rain, or these
Bylaws require a greater number.
SECTION 7
VOTING RIGHTS
Each active 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 or show of hands. Election of
Directors, however, shall be by ballot.
SECTION 8
PROXY VOTING
Members entitled to vote
may be permitted to vote or act by proxy. Members entitled to vote shall
have the right to vote either in person or by a written proxy executed
by such person or by his or her duly authorized agent and filed with the
Secretary of Latter Rain, provided, however, that no proxy shall be valid
after eleven (11) months from the date of its execution unless otherwise
provided in the proxy. In any case, however, the maximum term of any proxy
shall be three (3) years from the date of its execution. No proxy shall
be irrevocable and may be revoked following the procedures given inn Section
5613 of the California Nonprofit Public Benefit Corporation Law.
All proxies shall state the
general nature of the matter to be voted on and, in the case of a proxy
given to vote for the election of shall list those persons who were nominees
at the time the notice of the vote for election of directors, any proxy
which is marked by a member "withhold" or other wise marked in a manner
indicating that the authority to vote for the election of directors is
withheld shall not be voted either for or against the election of a director.
If a membership by proxy
is allowed, proxies shall afford the opportunity for the member to specify
a choice between approval and disapproval for each matter or group of related
to be acted upon at the meeting for which the proxy is solicited. The proxy
shall also provide that when the person solicited specifies a choice with
respect to any such matter, the vote shall be cast in accordance therewith.
13-5
SECTION 9
CONDUCT OF MEETING
Meetings of members shall
be presided over by the President of Latter Rain, or, in his or her absence,
by the First Vice President, or the Second Vice President or, in the absence
of all these persons, by a chairperson chosen by a majority of the voting
members, present in person or by proxy. The Secretary of Latter Rain 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 Roberts Rules of Order, as such rules may be revised from time to time,
insofar as such rules are not inconsistent with or with conflict with these
Bylaws, with the Articles of Incorporation of Latter Rain, or with any
provision of law.
SECTION 10
ACTION BY WRITTEN BALLOT
WITHOUT A MEETING
Any action which may be taken
at any regular or special meeting of members may be taken without a meeting
if Latter Rain distributes a written ballot to each member entitled to
vote on the matter. The ballot shall set forth the proposed action, provide
an opportunity to specify approval or disapproval of each proposal, provide
that where the person solicited specifies a choice with respect to any
such proposal the vote shall be cast in accordance therewith, and provide
a reasonable time within to return the ballot to Latter Rain. Ballots shall
be mailed or delivered in the manner required for giving notice of meetings
specified in Section 4 (b) of this article.
All written ballots shall
also indicate the number of responses needed to meet the quorum requirement
and, except for ballots soliciting votes for the election of directors,
shall state the percentage of approvals necessary to pass the measure submitted.
The ballots must specify the time by which they must be received by Latter
Rain in order to be count. 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 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.
If any such ballots are marked "withhold" or otherwise marked in a manner
indicating that the authority to vote for the election of directors is
withheld, they shall not be counted as votes either for or against the
election of a director.
A written ballot may not
be revoked after its receipt by Latter Rain of its deposit in the mail,
whichever occurs first.
SECTION 11
REASONABLE NOMINATION AND
ELECTION PROCEDURES
Latter Rain shall make available
to members reasonable nomination and election procedures with respect to
the election of directors by members. Such procedures shall be reasonable
given the nature, size and operations of Latter Rain, and shall include:
a) A reasonable means of
nominating persons for election as directors.
b) A reasonable opportunity
for a nominee to communicate to the members the nominees qualifications
and the reasons for the nominees candidacy.
c) A reasonable opportunity
for all nominees to solicit votes.
d) A reasonable opportunity
for all members to choose among the nominees.
Upon the written request
by any nominee for election to the board and the payment with such request
of the reasonable cost of mailing (including postage), Latter Rain shall
within ten (10) business days after such request (provided payment has
been made) mail to all members or such portion of them that the nominee
pay reasonably specify, any material which the nominee shall furnish and
which is reasonably related to the election, unless Latter Rain within
five (5) business days after the request allows the nominee at Latter Rain's
option, the right to do either of the following:
a) Inspect and copy the record
of all members names, addresses, and voting rights, at reasonable times,
upon or five (5) business days prior written demand upon Latter Rain, which
demand shall state the purpose for which the inspection rights are requested.
b) Obtain from the Secretary,
upon written demand and payment of a reasonable charge, a list of the names,
addresses, and voting rights of those members entitled to vote for the
election of the directors, as of the most recent record date for which
it has been compiled or as of any date specified by the nominee subsequent
to the date of demand.
The demand shall state the
purpose for which the list is requested and the membership list shall be
made available on or before the latter of ten (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.
If Latter Rain distributes
any written election material soliciting votes for any nominee for the
director at Latter Rains expense, it shall make available, at Latter Rains
expense, to each other nominee, in or with the same material, the same
amount of space that is provided any other nominee, with equal prominence,
to be used by the nominees for a purpose reasonably related to the election.
Generally, any person who
is qualified to be elected to the Board of Directors shall be nominated
at the annual meeting of members held for the purpose of the electing directors
by any member present in person or by proxy.
However, if Latter Rain has
five hundred (500) or more members, in any of the additional nomination
procedures specified in sub sections "a and b" of section 5221 of the California
Nonprofit Public Benefit Corporation Law may be used to nominate persons
for election to the Board of Directors.
If Latter Rain has five thousand
(5,000) or more members, then the nomination and election procedures specified
in section 5522 of the California Nonprofit Public Benefit Corporation
Law shall be followed by Latter Rain in nominating and electing persons
to the Board of Directors.
SECTION 12
ACTION BY UNANIMOUS WRITTEN
CONSENT WITHOUT MEETING
Except as other wise provided
in these Bylaws, any action required or permitted to be taken by the members
may be taken without a meeting, if all members shall individually or collectively
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 as the unanimous
vote of the members.
13-6
SECTION 13
RECORD DATE FOR MEETINGS
The record date for purposes
of determining the members entitled to notice, voting rights, written ballot
rights, or any right with respect to a meting of members or any other lawful
membership action, shall be fixed pursuant to section 5611 of the California
Nonprofit Public Corporation Law.
V
WRITTEN CONSENT OF DIRECTORS
ADOPTING BYLAWS
We, the undersigned, are
all of the persons named as the initial directors in the Articles of Incorporation
of Latter Rain Industries, a California nonprofit corporation , and pursuant
to the authority granted to the directors by these Bylaws, consisting of
twenty-eight (28) pages, as the Bylaws of Latter Rain.
Dated: _________________________________________
______________________________________________________
Director
_______________________________________________________
Director
_______________________________________________________
Director
_______________________________________________________
Director
_______________________________________________________
Director
_______________________________________________________
Director
CERTIFICATE
This is to certify that the
foregoing is a true and correct copy of the Bylaws of Latter Rain named
in the title thereto and that such Bylaws were duly adopted by the Board
of Directors of said corporation on the date set forth below.
Dated: ____________________________
__________________________________________
Secretary
2) in the case of a regular
meeting, those matters which the Board, at the time notice is given, intends
to present for action by the members. Subject to any provision to the contrary
contained in these Bylaws, however, any proper matter may be presented
at a regular meeting for such action. The notice of any meeting of members
at which directors are to be elected shall include the names of all those
who are
<The Lord has given us the grace to reconcile the children to their Fathers
As One Body
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