By-Laws of Club Cardinal
A California Non-Profit
Article I: Name
The name of the organization shall be Club Cardinal.
Article II: Offices
The principal action for the transaction of the business of the organization is located at Mendocino, California. The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary in these by-laws.
Article Ill: Purpose
The purpose of this organization shall be:
1. To support the athletic programs in the Mendocino High Schools.
2. To raise, hold and allocate revenue to support the needs of the athletic programs.
3. To offer opportunity to the students of the athletic programs without regard to politics.
Article IV: Dissolution
Upon the winding up and dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.
Article V: Benefits and Compensation
No part of the earnings of this organization shall be used for the benefit of its members, trustees, officers, or other private persons, except that the organization shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.
Article VI: Activity limitations
Not with standing any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954.
Article VII: Membership
Anyone dedicated to the purposes of this organization shall be eligible for membership upon acceptance of his or her application by the board of directors and payments of such dues and initiation fees as may from time to time be fixed by the board of directors.
Article VIII: Termination of Membership
The membership shall terminate upon death, resignation, or failure to pay dues within the time set by the Board of Directors.
Article IX: Board of Directors
Section 1. Powers and Duties:
All powers and duties of the organization shall be exercised by or under the authority of the board of directors. The treasurer shall present a summary of the results of the operations of the prior fiscal year for discussion by the board at the Annual Meeting.
Section 2. Number of Directors - Term of Office:
There shall be five (5) directors until the number of directors is changed by amendment to these by-laws. Term of office shall be two (2) years.
Section 3. Eligibility:
Any member who is in good standing shall be eligible for election as a director.
Section 4. Manner of Selection:
Directors shall be elected each year at the annual meeting by a majority vote of the board members. Nominations may be made by any member present.
Section 5. Vacancies - Removal:
Vacancies created by the death, resignation or removal of a director may be filled by a majority vote of the remaining directors. If any director misses three (3) consecutive meetings without valid excuse, they may be removed. Validity of excuses shall be determined by a majority of the remaining directors, even though less than a quorum. Successor directors shall serve for the unexpired term of the predecessor. A director may be removed from office for cause by a majority vote of the board of directors. Any director in violation of these bylaws will automatically be removed from the board.
Section 6. Quorum:
A simple majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. Directors may not vote by proxy. Directors may vote by email.
Section 7. Compensation:
Board members shall receive no compensation for their services as directors but may be reimbursed for legitimate expenses relating to the performance of their duties with prior approval of the board of directors.
Article X: Officers
Section 1. Number and Qualifications:
The officers of the organization shall consist of a president, secretary, treasurer, vice president and such other officers as the board of directors may appoint. Any member of the board of directors shall be eligible for any office. One person, other than the president, may hold more than two of these offices.
Section 2. Election and Term of Office:
Officers shall be elected annually by active board members following the election of directors at the annual meeting. Term of office shall be two (2) years.
Section 3. President:
The president shall preside at all meetings, appoint all committees, sign all documents necessary to carry out the activities of the organization and perform all other duties as may be assigned by the board.
Section 4. Vice President:
In the absence or incapacity of the president, the vice president shall perform the duties of the president and shall have such powers and duties as may be assigned by the board.
Section 5. Treasurer:
The treasurer shall be the chief financial officer of the organization, be responsible for the accounting of all monies of the organization (including depositing and/or investing them in accordance with the directions of the board), prepare and present a financial statement at each regular, special and annual meeting, assist in the annual audit of the organization) books, oversee the timely filing of all financial documents and keep all receipts and records of the financial transactions of the organization.
Section 6. Secretary:
The secretary shall act as recorder for all meetings of the board, prepare and submit for approval or correction minutes of all meetings, maintain all documents and records of the organization and perform such other duties as may be assigned by the board of directors.
Article XI: Committees:
The board of directors shall appoint such special committees as shall be deemed necessary from time to time by the board of directors. Chairpersons can be removed by a majority vote of the board of directors.
Section 1. Executive Committee:
There shall be an executive committee composed of the officers of the organization. The executive committee shall meet at the call of the president or any two (2) officers to conduct the affairs of the organization between meetings of the board: All action taken by the executive committee shall be subject to ratification by the board.
Article XI I: Meetings:
Section 1. Annual Meeting:
The annual meeting of the general membership shall be held in the month of June at such date, time, and place as the board of directors shall determine.
Section 2. Regular Meetings:
Regular meetings shall be held monthly at such dates, times and places as shall be determined by the board of directors at its annual meeting. Regular meetings can be held bimonthly (every two months).
Section 3. Special Meetings:
Special meetings may be called by the president or any three (3) directors. Notice of special meetings shall be given to all directors a minimum of three(3) days prior to the meeting, if delivered by first-class mail, or a minimum of forty-eight (48) hours prior to the meeting if delivered by telephone.
Section 4. Meetings of the Board of Directors:
Meetings of the board of directors shall be held at such dates, times and places as shall be determined by the board, in addition to meetings of the General membership for purposes of carrying on the duties of the board. The president shall have the power to cancel no more than two (2) consecutive board meetings. Any action by the board of directors may be taken without a meeting if all members of the board consent to this action. Action may also be taken by a majority vote of the board of directors bye mail, with such votes being tallied by the president and recorded for the minutes at the next regular meeting.
Section 5. Notice of Meetings:
A. Notice of the Annual Meeting shall be given to the membership not more than thirty (30) days or less than ten (10) days prior to the meeting.
B. Notice of regular meetings, if different than in time, date, or place from that designated in these by laws or determined at prior meetings, shall be given to all members a minimum of three (3) days prior to the meeting if delivered by first class mail or a minimum of forty eight (48) hours prior to the meeting if delivered personally or by telephone, or published not less than four (4) days prior to the meeting in a newspaper of general publication in the Mendocino area.
C. Waiver of Notice: the notice requirements contained in these by-laws may be waived in writing by any member.
Section 6. Voting Eligibility: Board of directors are the only voting members of this organization. No director may vote by proxy.
Article XIIV: Miscellaneous:
Section 1. Fiscal Year:
The fiscal year shall begin on July 1st and shall end June 30th.
Section 2. Check Authorization: All organization checks shall be signed by any two of the following: president, vice president, secretary or treasurer.
Section 3. Non-Discrimination:
It shall be the operational policy of this organization not to discriminate against any person on the basis of gender, sexual orientation, race, color, religion, disability, creed, or national origin.
Section 4. Amendment of by-laws:
These by-laws may be amended or repealed, and new by-laws adopted by a majority vote of the members of the board of directors at any meeting of the board of directors.
I, the undersigned, certify that I am the presently elected andacting president of the board of directors of Club Cardinal and that the foregoing by-laws, consisting of for (4) pages, are an amendment of the whole preceding by-laws, and are the by-laws of this organization as adopted by the board of directorsof Club Cardinal at their meeting held on October 14h, 2024
Kathy Holmes, President,
October 14, 2024
Amended at Article IX, Section 1 on June 8, 2009.
Amended at Article X, Section 2 on September 8, 2009.
Amended at Article IX, Section 2 on June 7th, 2010
Amended at Article IX, Section 6 on March 15, 2012
Amended at Article XII, Section 2 on March 15, 2012.
Amended at Article III, removal of Section 4 on March 2nd, 2015.
Amended Article VII, removal of dues amounts, September 13, 2021
Amended Article IX, Section 2. Number of Directors - Term of Office, June 9, 2025.