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ARTICLE 1
RULES OF GENERAL APPLICATION
Section 1. PURPOSE. The purpose of this GOLDEN TRIANGLE NETWORK GROUP (hereinafter "Group") is to refer business opportunities to the other Members of the Group before referring the opportunities to persons outside the Group. For purposes of these bylaws, pre-existing business relations need not be put at risk by any Member, but referrals are expected and lack of referrals shall be held against a Member. Section 2. MEETINGS. Meetings of the Members shall take place Every other Wednesday from 7:00 A.M. until 8:15 A.M. at a place designated and agreed to by majority vote of the Members. The location may be changed by approval of a majority of the Members, but must not be moved to any place outside the 92122 zip code. Meetings shall not require notice to each Member, but shall be held regularly and each Member is expected to know about the meetings and to attend same. Section 3. ABSENCES. Members are encouraged to attend all meetings. A Member may be fined or expelled from the Group upon the occurrence of the Members 4th absence from a meeting within a one year period. Expulsion must be by a majority vote of the Board. Extraordinary circumstances will be reviewed by the Board. Section 4. MEMBERSHIP. Membership in this Group shall be considered a privilege, not a right. Membership shall be granted only by a majority vote of existing Members. Membership shall be voted upon according to representation by the applicant in a profession deemed to be desirable for the Group as a whole, the inclusion of which profession will enhance the ability of the Group Members to exchange referrals. Group Membership in each profession represented shall be limited to one Member, absent the express consent of the Member already representing that profession in the Group. Professions may be divided by specialty provided that consent to the division of a particular profession is granted by the Member already representing that profession in the Group. Membership may be terminated upon evidence of absence from the meetings or lack of participation by a Member. Because this Group is organized for the sole purpose of exchanging opportunities for business with the general public or particular clients, and because the Members represent this Group in the eyes of the general public and their particular clients, Membership in this Group shall be terminable, by a vote of a majority of the Board, for any cause deemed by the Board to reflect negatively upon the individual Members of the Group or upon the Group as a whole. Section 5. BIAS. This Group is a business Group, and, as such, has no interest in, limitation on, or bias against, any individual or group of individuals on the basis of any category proscribed under the laws of the State of California or of the federal government. All businesspersons are welcome to join this Group, subject only to restrictions placed on Membership through representation by profession. For purposes of these bylaws, the term >business= as it pertains to a profession shall be liberally construed when considered for application for Membership in the Group. Section 6. DUES & FINES. Members will be required to pay dues in the amount of One Hundred Dollars $100.00 annually. Dues shall become due on the anniversary month of each member. No person shall be admitted without paying an initial One Hundred Dollars $100.00 membership fee. Fines will include a $1.00 late fee for any members that show up 7:05 or later. Section 7. PARTICIPATION. Each Member is expected to refer business to some of the other Members on a regular basis. It is expected and accepted that each Member may not be able to refer business to each other Member, but some level of participation is required. It is hoped that a particular number of referrals will not be necessary to judge individual participation, but the Members, by a majority vote, may amend these bylaws to include a particular number of referrals for a set period of time.
ARTICLE 2
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. The business and affairs of the Group shall be managed and all powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operations of the business of the Group provided that the business and affairs of the Group shall be managed and all Group powers shall be exercised under the ultimate direction of the Board. Section 2. STANDARD OF CARE. a. Each Director shall exercise such powers and otherwise perform such duties in good faith, in the matters such Director believes to be in the best interests of the Group, and with such care including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances. b. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, which is prepared or presented by: (i) One or more officers of the Group whom the Director believes to be reliable and competent in the matters presented, or; (ii) Counsel, independent accountants or other persons as to matters which the Director believes to be within such person's professional or expert competence, or; (iii) A Committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors shall be a minimum of one (1) and a maximum of seven (7) until changed by a duly adopted amendment to these Bylaws adopted by the vote of a majority of the outstanding shares entitled to vote. The actual number of Directors shall be determined at the first meeting of the Board of Directors for the adoption of the Bylaws. Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at the first meeting in August of each year, to hold office until the first meeting of the next year. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Section 5. VACANCIES. (a) Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, except that a vacancy created by the removal of a Director by the vote of the Members may be filled only by the vote of a majority of the Members at a duly held meeting at which a quorum is present, Each Director so elected shall hold office until the next annual meeting of the Members and until a successor has been elected and qualified. (b) A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director. The Members may elect a Director or Directors at any time to fill any vacancy on the Board of Directors. (c) Any Director may resign effective on giving written notice to the President, the Secretary, or the Board of Directors. The Board of Directors may elect a successor to take office when the resignation becomes effective. (d) No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires. Section 6. ANNUAL MEETING. The Annual meeting of the Board of Directors shall be held at the Group offices at the regular time during the first meeting of each month of August. Section 7. QUORUM. A majority of the number of Directors as fixed by the Bylaws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a Group act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting. Section 8. COMMITTEES. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more Members of the Board, and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors. Section 9. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Group, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
ARTICLE 3
OFFICERS
Section 1. OFFICERS. The Officers of the Group shall be a President, one or more Vice-Presidents, a Secretary, and a Treasurer. The Group may also have, at the discretion of the Board of Directors, an Assistant Secretary, and an Assistant Treasurer. Any number of offices may be held by the same person, except that an officer may not also be an assistant to the same position held by him or her. Section 2. ELECTION. The Officers of the Group shall be chosen annually by Members and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified. Officers shall not serve consecutive terms without the consent of a majority of the Members in a vote. Section 3. REMOVAL AND RESIGNATION OF OFFICERS. Any Officer may be removed, either with or without cause, by the Board of Directors, at any regular meeting of the Board, or by a majority vote of the Members. Any Officer may resign at any time by giving written notice to the Group. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Section 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to that office. Section 5. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors, the President shall be the Chief Executive Officer of the Group and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the Group. He or she shall preside at all meetings of the Members and at all meetings of the Board of Directors. The President shall be ex officio a Member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a Group, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Section 6. VICE-PRESIDENT. In the absence or disability of the President, the Vice-Presidents, in order of their rank as fixed by the Board of Directors shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws. Section 7. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Members, with the time and place of holding, the names of those present at Directors' meetings, the number of shares present or represented at Members' meetings and the proceedings thereof. The Secretary shall give, or cause to be given, notice of all the meetings of the Members and of the Board of Directors required by the Bylaws to be given. He or she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws. Section 8. TREASURER. The Treasurer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the Group. The books of account shall at all reasonable times be open to inspection by any director. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Group with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Group as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the Group, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
ARTICLE 4
RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The Group shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. If the Group has fewer than one hundred (100) Members, the financial statements need not be prepared according to generally accepted accounting principles so long as the financial statement reasonably sets forth the assets and liabilities, income and expenses of the Group, and discloses the accounting basis used. All of such books, records and accounts shall be kept at the Group's principal executive office in the State of California, as fixed by the Board of Directors from time to time, or shall be kept at such place or such places as designated by the Board of Directors. The minutes shall be kept in written form and accounting books and records shall be kept in either written form or in any other form capable of being converted into written form. Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records shall be open to inspection by the Directors and Members from time to time. Section 3. CERTIFICATION AND INSPECTION OF BYLAWS. The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the secretary, shall be kept at the Group's principal executive office and shall be open to inspection by the Members of the Group at all reasonable times during office hours.
ARTICLE 5
AMENDMENTS TO BYLAWS
Section 1. AMENDMENT BY Members. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of a majority of the Members. Section 2. RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it shall be copied in the book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.
ARTICLE 6
MISCELLANEOUS
Section 1. ACCOUNTING YEAR. The accounting year of the Group shall be fixed by resolution of the Board of Directors. Section 2. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Group, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board of Directors. Section 3. CONTRACTS, ETC., -- HOW EXECUTED. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Group. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the Group by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount. |
