BYLAWS OF THE CALIFORNIA HAWKING CLUB, INC.
(A NON-PROFIT CORPORATION)
ARTICLE ONE
NAME
The name of this corporation is The California Hawking Club, Inc.
ARTICLE TWO
OFFICES
1. Principal Office. The principal office of this corporation shall be designated from time to time by the Board of Directors and is currently located in Sacramento, California.
2. Other Offices. The Board of Directors may establish branch offices at any location in which the corporation is authorized to conduct its activities.
ARTICLE THREE
MEMBERSHIP
1. Classes of Membership. The members of this corporation shall consist of the following classes:
a. General Members: Any person who holds a valid falconry license issued by the state of California who is classified as General or Master falconer.
b. Apprentice Members: Any person who holds a valid falconry license issued by the state of California who is classified as an apprentice falconer.
c. Affiliate Members: Any organization, or individual not qualifying as a general or apprentice member.
d. Honorary Lifetime Members: Such members designated by The Board for extraordinary and unique contributions to the corporation and the art and practice of falconry. Reference herein to General members shall apply to Honorary Lifetime members to the extent such Honorary Lifetime members otherwise meet the qualifications for General membership.
e. Family Members: Any immediate family member of a General, Apprentice, Affiliate or Honorary Lifetime member. Family members meeting the requirements for membership in any other membership category shall enjoy all of the rights and privileges associated therewith; provided, that Family members shall receive no independent CHC mailings and such membership shall be coterminous with the membership of the General, Apprentice, Affiliate or Honorary Lifetime member sponsoring such Family member.
2. Qualification of Members and Dues. Members are admitted to membership upon submission of a signed membership application and upon payment of the requisite dues and shall be admitted without any other condition or consideration unless the applicant has previously been expelled from membership. Annual dues shall be determined by the Board of Directors.
3. Membership Meetings.
a. Annual Meeting. The annual meeting of the members shall be the first Friday in February unless otherwise changed by the Board of Directors and appropriately noticed.
b. Special Meetings. Special meetings of the members may be called by (a) the President, (b) a majority of the Board of Directors or (c) fifty (50) or more general members. Written notice of the special meeting must be signed by those calling the special meeting and mailed to the membership at least thirty (30) days prior to the date set for the meeting.
4. Voting and quorum. Only Master, General and Apprentice members shall be eligible to vote on any matter and a quorum shall consist of fifty percent (50%) plus one of the members voting or attending a members meeting; provided, that in the case of a member's meeting, at least fifty (50) members shall be in attendance and qualified to vote. No proxies shall be permitted.
5. Member Expulsion. Following the determination by the seventy-five percent (75%) of the Board of Directors that a member should be expelled due to a violation(s) of the Code of Conduct (See Appendix A), the following procedure shall be implemented:
(a) Notice shall be sent by mail by prepaid, first-class postage, or certified mail to the most recent address of the member as shown on the Club’s records, setting forth the proposed expulsion and thereasons thereof. 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, in a hearing to be held not fewer than five (5) days before the effective date of the proposed expulsion. The hearing will be held by a special member Expulsion Committee composed of not fewer than three (3) directors appointed by the President. The notice to the member of proposed expulsion shall state the date, time, and place of the hearing on proposed expulsion.
(c) Following the hearing, the Expulsion Committee shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision by a majority of the committee shall be final.
(d) Any person expelled from the Club shall receive a refund of dues or assessments already paid. The refund shall be prorated to return only the unaccrued balance remaining for the unexpired period of the dues payment.
ARTICLE FOUR
DIRECTORS
1. Number. The authorized number of Directors of this corporation shall be not less than seven (7) or more than fifteen (15). The exact number of Directors within these limits shall be fixed by the Board of Directors. The authorized number of Directors that may be appointed as such by the elected Directors shall be not more than four (4). Fifty percent (50%) plus one Director shall be designated "A" Directors and the balance shall be designated "B" Directors.
2. Term of Office. The term of office of each Director shall be two (2) years or until the qualification of a successor in office.
3. Qualification. Only general members may serve on the Board of Directors. Directors shall be elected by the members by Election Runner Online voting system at least forty-five (45) days prior to the annual meeting of the members. The "A" Directors shall be elected for terms commencing in odd numbered years and the "B" Directors shall be elected for terms commencing in even numbered years.
4. Powers. Except as otherwise provided in the articles of incorporation or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the Board of Directors, which may delegate the performance of any duties or the exercise of any powers to such officers and agents as the Board may designate by resolution.
5. Replacement of Directors.
(a) Whenever a vacancy exists on the Board of Directors, the vacancy shall be filled by a majority of the remaining Directors at a regular or special meeting of the Board. Any person designated to fill the vacancy of a Director shall have the same qualifications required of the Director whose office was vacated.
(b) Any Director may be removed as provided in the California Corporations Code, or (ii) upon anaffirmative vote of a majority of the Board of Directors following such Director’s failure to attend twoconsecutive meetings of the Board of Directors.
(c) Any person designated to fill a vacancy in the Board of Directors shall hold office for the unexpired term of his or her predecessor in office, subject to the power of removal contained in these bylaws.
6. Compensation. No member of the Board of Directors shall receive any compensation from the corporation except for services actually rendered and the amount of such compensation approved by a disinterested majority of the Board of Directors.
7. Meetings.
(a) Meetings shall be held at such locations as the Board of Directors may designate or by telephone conference. In the absence of such designation, meetings shall be held at the principal office of the corporation.
(b) The Board of Directors shall meet as often as the Board of Directors requires, but in no event less than once annually. Notices of such meetings shall be signed by the president or secretary and mailed to each Director at the address last recorded on the books of the corporation, not less than three (3) nor more than sixty (60) days prior to the meeting date. This requirement may be waived by unanimous resolution of the Board of Directors.
(c) Any member of the Board of Directors may as deemed necessary and appropriate, call a special meeting of the Board. In that event, three (3) days' written notice to each Director shall be deemed sufficient.
(d) A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. However, if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting without further notice.
(e) Except as otherwise provided in these bylaws, in the articles of incorporation, or by law, the act of a majority of Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
(f) All meetings of the Board of Directors shall be governed by Robert's Rules of Order except to the extent such rules are inconsistent with these bylaws, with the articles of incorporation, or with applicable law.
8. Acton Without Meeting. No meeting need be held by the Board to take any action required or permitted to be taken by law, provided all members of the Board individually or collectively consent in writing to such action, and the written consent or consents is or are filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as action by unanimous vote of the Directors.
9. Liability of Directors. The Directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations.
ARTICLE FIVE
OFFICERS
1. Officers. The officers of the corporation shall be: a president, a vice-president, a secretary, and a treasurer. The Board of Directors may elect or appoint such other officers as it deems desirable. Such officers shall have the authority to perform the duties prescribed by the Board of Directors. Any two or more offices may be held by the same person.
2. Election and Term of Office. The officers of this corporation shall be elected annually by the Board of Directors from among the elected or appointed Directors. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until a successor is duly elected and qualified.
3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the interests of the corporation would be best served by such removal.
4. Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
5. President. The president shall (a) be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation; (b) preside at all meetings of Directors; (c) may sign, with the secretary or other officer authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments the execution of which is authorized by the Board of Directors, except in cases where the signing and execution of such instruments have been expressly delegated by the Board of Directors, by these bylaws, or by law to some other officer or agent of the corporation; (d) perform all duties incident to the office of president, and those duties prescribed by the Board of Directors.
6. Vice President. In the absence of the president or in the event of the president's inability or refusal to act, the vice-president or vice-presidents, in the order of their election, shall perform the duties of the president. When so acting, the vice-president or vice-presidents, shall have all the powers of, and be subject to all the restrictions on the president. The vice-president shall perform such additional duties assigned by the president or by the Board of Directors.
7. Treasurer. The treasurer shall (a) be the chief financial officer and, if required by the Board of Directors, shall give a bond for the faithful discharge of duties in a sum and with such sureties as the Board of Directors deem appropriate; (b) have charge and custody of and be responsible for all funds and securities of the corporation; (c) receive and give receipts for moneys due and payable to the corporation from any source, and shall deposit all such moneys in the name of the corporation in those banks, trust companies, or other depositories selected by the Board of Directors; and (d) perform all duties incidental to the office of treasurer and such other duties assigned by the president or by the Board of Directors.
8. Secretary. The secretary shall (a) keep complete minutes of meetings of the Board of Directors in one or more books provided for that purpose and shall ensure their inclusion in the Corporation's next quarterly publication to its general membership; (b) see that all notices are given in accordance with these bylaws or as required by law; (c) shall be custodian of the corporate records and seal of the corporation; (d) keep a book containing the names and addresses of all Directors of the corporation; (e) exhibit, at all reasonable times and on demand, the corporate bylaws, articles of incorporation, minutes of any meeting, and other corporate records to any Director of the corporation, to any agent of such Directors, or to any person or agency authorized by law to inspect them.
ARTICLE SIX
COMMITTEES
1. Executive Committees. The Board of Directors may, by duly adopted resolution, establish one or more committees, each of which shall consist of two or more Directors.
ARTICLE SEVEN
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
1. Contracts. The Board of Directors may, by resolution duly adopted, authorize any officer or agent of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the corporation. Such authority may be general, or may be confined to specific instances.
2. Gifts and Contributions. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise of any property for the general and special charitable purposes of the corporation.
3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
4. Checks, Drafts, Orders for Payment. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officers or agents of the corporation in the manner determined by resolution by the Board of Directors. In the absence of such determination, such instruments shall be signed by any two officers.
ARTICLE EIGHT
MISCELLANEOUS
1. Books and Records. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members, Board of Directors, and committees. All books and records of the corporation may be inspected at any reasonable time by any Director or the Director's agent or attorney, or any proper person.
2. Fiscal Year. The fiscal year of the corporation shall begin on the first day of March in each year and end on the last day of the following February.
3. Corporate Seal. The Board of Directors shall provide a corporate seal described as follows:
THE CALIFORNIA HAWKING CLUB, INC.
(A CALIFORNIA NON-PROFIT CORPORATION)
INCORPORATED DECEMBER 31, 1979
4. Notices. Where notice is required to be transmitted to the membership pursuant to the California Corporations Code, the Articles of Incorporation, or these bylaws of this corporation, such requirement shall be deemed met to the extent such notice is provided to those members of record as of the date such notice is sent. Whenever notice is required to be given under the provisions of the California Corporations code or under the provisions of the articles of incorporation or bylaws of this corporation, a written waiver of such notice, signed by the person or persons entitled to such notice, is deemed equivalent to the giving of such notice whether before or after the time stated in the notice.
5. Organization. The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c) (3) of the Internal Revenue Code.
6. Reasonable compensation. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
7. Lobbying. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
8. If dissolved. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE NINE
AMENDMENTS
1. Power of Directors to Amend Bylaws. The bylaws of this corporation may be amended, repealed or added to, or new bylaws may be adopted, by a resolution of at least two-thirds (2/3) of the Board of Directors; provided that the Board may only amend these bylaws to the extent that two-thirds (2/3) of those General and Apprentice members entitled to vote with respect to such amendment(s) fail to vote in the negative after being given at least thirty (30) days to do so.
APPENDIX A
CODE OF CONDUCT
This code of conduct sets out specific standards of conduct for members of the California Hawking Club(“CHC”) with respect to the manner in which they deal with other members and the public. All CHC members agree to adhere to this code as a condition of membership.
The CHC recognizes that the manner in which members conduct themselves reflects upon the reputation of the CHC and that of falconry generally. Therefore, upon acceptance into membership, the CHC requests that members abide by the Code of Conduct in word, action, and with the spirit of integrity that is at the core of these principles.
Members of the CHC demonstrate their commitment to the falconry, raptors, and to their peers by pledging to uphold and abide by the following standards:
We shall conduct ourselves and our falconry in an honest and dignified manner, reflecting our adherence to the laws that govern our art, and shall obtain and maintain all state and local licenses required by applicable state and local law.
We shall show respect to the raptors we fly and quarry that we pursue by following all applicable hunting laws and act humanely with respect to game brought to bag.
Given the high profile of falconry, we commit to appearing and acting professionally in order to reflect a positive image for the art of falconry.
We shall treat other members with honesty, respect, integrity, and good faith. Members shall express opinions about other members that will facilitate a collegial, professional, and productive atmosphere within the organization. Members shall further avoid untrue, unwarranted, and/or malicious disparagement of other members, including, but not limited to, member comments or actions whichare, in the Boards’ opinion, injurious to the character or interest of the club on social media, the internet or to a newspaper or magazine will have their membership rescinded.
Each Member not only agrees to abide by the principles and practices set forth in this Code of Conduct, but also acknowledges that a material violation of any of the provisions of this Code could constitute grounds for immediate removal from the organization.
