BY LAWS of the KERN COUNTY SHERIFF’S ACTIVITIES LEAGUE, INC.
This Corporation does not contemplate pecuniary gain or profit to the members hereof or to any person or organization, and it is organized and is to be operated exclusively for the following purpose:
(a) Through and by means of the Corporation, to provide a common meeting ground for Kern County Sheriff’s Officers, the youth and the community, in the area of sports and supervised activities thereby fostering sportsmanship, goodwill, and friendship. The Corporation will also seek to foster good relations between the Sheriff’s Office and the community through its sponsorship of activities such as seminars, youth athletic competitions and activities, and any other charitable functions.
(b) The Corporation may also engage generally in such other activities, related or unrelated to those described in clause (a) of this Article I, of a charitable or of an educational nature as its Directors from time to time authorize or approve, provided that any such activities are within the scope of allowable Articles under section 501(c) (3) of the Internal Revenue Code.
(c) The Corporation may have and exercise all of the powers conferred upon non-provide corporations by the laws of the State of California now in effect or as hereafter amended, provided that no such power shall be exercised unless its exercise constitutes an activity or activities permitted to tax-exempt organizations.
(d) No income of this Corporation or any part of the funds or assets held by it may inure to the benefit of the directors or members of the Corporation, or to the benefit of its private shareholders, if any or to the benefit of any other private individuals, and this Corporation may neither attempt to influence legislation by propaganda or otherwise, nor participate or intervene in any political campaign on behalf of any candidate for public office.
Section 1: Principal Office
The principal office for the transaction of the business of this Organization shall be such place as may be fixed by the Board of Directors.
Section 2: Other Offices
The Board of Directors at any place or places where the Corporation is qualified to do business may at any time establish branch of subordinate offices.
Section 1: Qualifications and Admission of Members
Upon election to the Board of Directors of this Corporation, such Director shall become a member of this Corporation. Any member who for any reason ceases to be a director of this Corporation shall ipso facto cease to be a member of this Corporation. No person who is not a member of the Board of Directors of this Corporation shall be a member of this Corporation.
Section 2: Classification
The organization will make no discrimination of race, creed, religious affiliation, color, national origin, ancestry, medical condition, marital status, sex, and age or physical ability.
Section 3: Voting
Each member shall be entitled to one (1) vote and may vote by proxy.
Section 4: Dues and Assessments
The members of this Corporation shall not be liable for or subject to dues and assessments.
Section 5: Non-Liability of Members
A member of this Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.
Section 6: Annual Meeting
There shall be an annual meeting of the members of this Corporation to elect a Board of Directors and to transact such other business as, in accordance with the decision of the Board of Directors, is duly presented at such meeting. Unless otherwise determined by the Board of Directors, the annual meeting of members shall be held on the second Wednesday of January of each year at the principle office of the corporation, provided, however, that should said day fall upon a legal holiday, then any such meeting of the members shall be held at the same time and place on the next Monday succeeding such legal holiday. Notice of the annual meeting, if held at the time and place designated above, is hereby dispensed with, provided that, if a different time and place for the annual meeting be designated by the board of Directors, due notice of such meeting shall be given to all members of the Corporation. The notice required by this section shall in all respects comply with the notice required by Article IV, Section 7, of the By-Laws for notice to members of the Board of Directors in case of a special meeting of said Board.
Section 7: Meetings
Meeting of members shall in all respects be regulated in the same manner of meetings of the Directors of this Corporation, except that the members may take any action without a meeting if such is incorporated in writing and signed by all the members hereof and filed with the secretary of the Corporation.
Section 8: Termination of Membership
(a) Grounds of Termination
The membership of a member shall terminate upon the occurrence of any of the following events:
1) Upon his or her notice of such termination delivered to the President or Secretary of the Corporation personally or by mail, such membership to terminate upon the date of delivery of the notice of date or deposit in the mail.
2) Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purpose of the Corporation.
3) Upon determination by the Board of Directors that the member has lost interest with the Corporation and has missed more than four (4) unexcused meetings in a calendar year.
(b) Procedure for Expulsion
Following the determination that a member should be expelled under subparagraph (a) (2) of this section, the following procedures shall be implemented:
1) A notice shall be personally delivered or sent by first class mail to the last address of the member as shown on the Corporation’s records, setting forth the expulsion and reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
2) 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 Board of Directors will hold the hearing in accordance with the quorum and voting rules set forth in these By-Laws applicable to the meeting of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
3) Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
Section 9: Rights on Termination of Membership
All rights of a member in the Corporation shall cease on termination of membership as herein provided.
Section 10: Amendments Resulting in the Termination of Membership
Notwithstanding any other provisions of these By-Laws, if any amendment of the By- Laws of this Corporation would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.
Section 11: Non-Discrimination
The Sheriff’s Activities League makes no discrimination of race, creed, religious affiliation, or physical ability/disability for members of this Corporation.
Section 1: Powers of Directors
Subject to the limitations imposed by law, or by these By-Laws, all Corporation powers shall be exercised by, or under the authority of the Board of Directors and the Board of Directors shall control the business and affairs of the Corporation. Without prejudice to such general powers, but subject to the above limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:
1) To appoint and remove all officers, agents and their employees of the Corporation, prescribe their powers and duties
2) To make such rules and regulations in respect to the management of the affairs of the Corporation as it deems best;
3) To change the principal office of the Corporation from one location to another in the County of Kern;
4) To adopt, make and use a corporate seal, and to alter the form of such seal from time to time as it deems best;
5) To appoint an Executive Committee and to delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, except the power to adopt, and or repeal By-Laws. The Board of Directors shall have the power to prescribe the manner in which proceedings of the Executive Committee shall be composed;
6) To appoint such other committees as are deemed by the Board to be most suitable, necessary or convenient to accomplish, and to aid in accomplishing the purposes of this Corporation;
7) To accept gifts, devises or bequests so long as the conditions thereto are not inconsistent with the purposes of the Corporation;
8) To solicit funds and to engage in fund raising activities;
9) To appoint Activities Coordinators with authority to coordinate any or all activities sponsored by the Corporation;
10) To do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation.
Section 2: Number, Election and Term of Office
The authorized number of directors shall not exceed twenty (20). Directors shall be elected at the annual meeting of the members held in accordance with Article III, Section 6 of these By-Laws; provided that, if any such annual meeting is not held, or if the Directors may be elected thereat, the Directors may be elected at any special meeting of the members held for that purpose. The term of the office of all directors elected at such annual meeting or special meetings of the members held for that purpose shall be two (2) years.
Section 3: Vacancies
Vacancies on the Board of Directors may be filled by a majority of the remaining directors, if less than a quorum, or by a sole remaining directors, and each director so elected shall hold office for the non-expired term of his predecessor and until the adjournment of the annual or special meeting of the members at which his successor is elected. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the members fail, at any annual meeting or special meeting held for the purpose of electing a director or directors, to elect the full authorized number of directors to be voted for at the meeting.
Section 4: Place of Meeting
All meetings of the Board of Directors shall be held at the principal office of the Corporation, or at any other place within the State of California designated at any time by resolution of the Board or by the written consent of all members of the Board.
Section 5: Annual Corporation Meeting
Immediately following each annual meeting of the members, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of such annual organization meeting is hereby dispensed with; provided, however, that notice of such annual meeting shall be given to any person not already a member of the Board of Directors whose name has been placed in nomination for membership on the Board of Directors and whose nomination is to be voted on at the annual meeting of the members of the Corporation immediately preceding such annual organization meeting of the Board of Directors. The notice required by this section shall in all respects comply with the notice required by Article IV, Section 7 of these By-Laws for notice to members of the Board of Directors in case of a special meeting of said Board.
Section 6: Other Regular Meetings
Other regular meetings of the Board of Directors shall be held without call at such times as shall from time to time be determined by the Board of Directors. Notice of all such regular meetings of the Board of Directors is hereby dispensed with.
Section 7: Special Meetings
Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President, or if he/she is absent or is unable or refuses to act, by the Vice-President or any three (3) directors. Written notice of the time and place of special meetings shall be delivered personally to the directors or sent by letter. In case a special meeting is called, notice shall be provided forty-eight (48) hours prior to such meeting.
Section 8: Notice of Adjournment
Notice of Adjournment of any directors meeting, either regular or special, need not be given to absent directors if the time and place for reconvening are fixed at the meeting adjourned.
Section 9: Entry of Notice
Whenever any director has been absent from any special meeting of the Board of Directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such special meeting was given to such director, as required by law and the By-Laws of the organization.
Section 10: Waiver of Notice
The transactions of any meeting of the Board of Directors, however, called and noticed or whenever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Corporation records or made a part of the minutes of the meeting.
Section 11: Quorum
At all meetings of the Board of Directors, seven (7) directors present shall constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. 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 will be regarded as the act of the Board of Directors unless a greater number be required by law or by these By-Laws.
Section 12: Adjournment
A quorum of the directors may adjourn any Board meeting to meet again at the stated day and hour; provided, however, that in the absence of a quorum, any director present at any board meeting, either regular or special, may adjourn the meeting from time to time until the time fixed for the next meeting of the Board.
Section 1: Positions
The officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and SAL Directors. The Corporation may also have, at the discretion of the Board of Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. Officers shall be members of the Board of Directors and the Executive Committee. Officers shall hold only one office at a time.
Section 2: Elected Officers
The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be elected annually by the Board of Directors, and each shall hold his/her office until he/she shall resign or shall be removed or otherwise disqualified to serve, or until his/her successor shall be elected and qualified.
Section 3: Removal and Resignation
Any officer may be removed, either with or without cause, by majority vote of the greater of five (5) votes or the Board of Directors at any regular or special meeting of the Board, at which a quorum is present, or except in case of removal of the President, Vice President, Secretary and Treasurer, or any of them, by any office upon whom such power of removal may be conferred by the Board of Directors.
Section 4: Vacancies
A vacancy of any office because of death, resignation, removal, disqualification or any other cause, shall be filled in the manner prescribed in the By-Laws for regular appointment to such office, or if the office be one which the By-Laws designate as elective, by election. Where the office to be filled is elective, the person elected shall hold office for the unused terms of his/her predecessor and until the regular election and qualification of his/her successor.
Section 5: President
Subject to the supervisory powers of the Board of Directors, the President shall be the Sheriff of Kern County and the Chief Executive Officer of the Corporation and shall have authority to direct and control the business and officers of the Corporation. He/she has authority to enter into any contract or execute any instrument in the name of or on behalf of the Corporation. He/she shall preside at all meetings of the members and at all meetings of the Board of Directors. He/she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such power and duties as may be prescribed by the Board of Directors of these By-Laws.
Section 6: Vice President
In the absence or disability of the President, the Vice President shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all restrictions upon the President. The Vice President 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 by these By-Laws.
Section 7: Secretary
The Secretary shall keep, or cause to be kept, at the principal office or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and members, specifying the time and place of holding and whether regular or special, the notice given thereof, the names of those present in person at such meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office, a membership book containing the name and address of each member, and in any case where membership has been terminated such fact shall be recorded in the book, together with the date on which the membership card ceased.
The Secretary shall give, or cause to be given, notice of all meetings required by the By-Laws or by law to be given, and he/she shall keep the seal of the Corporation in safe custody, affixing it of documents as the business of the Corporation may require, and he/she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.
Section 8: Treasurer
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of account shall at all times be open to inspection by any member.
Section 9: SAL Director
The Sheriff shall assign one SAL Director to each SAL Unit. SAL Directors shall be responsible for the supervision of the operations of the Sheriff’s Activities League within the assigned jurisdictional area. Each SAL Director shall be a Sheriff Sergeant and is a member of the Executive Committee through selection and assignment of the Sheriff.
Section 10: SAL Coordinator
Each SAL Director shall assign one Deputy Sheriff as the SAL Coordinator for the specific geographical area. Such appointments shall be subject to approval from the President of the Corporation. SAL coordinators shall be responsible for the day-to-day operations of his or her SAL Unit and will be members of the Executive Committee.
Section 1: Admission of Honorary Members
Upon nomination by a current member of the Board of Directors in good standing, a prospective honorary member shall be considered and a vote shall be taken by the Board of Directors. Any person receiving a majority vote of approval shall be named an honorary member.
Section 2: Classification
The classification of honorary membership shall be bestowed upon those persons who have provided, and continue to demonstrate significant support for the S.A.L. organization as outlined in Article 1.
Section 3: Voting
Honorary members will not have voting power on the Board.
Section 4: Dues and Assessments
Members of this classification shall not be liable for or subject to dues and assessments.
Section 5: Non-Liability of Members
An honorary member in this classification is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.
Section 6: Annual Meeting
Honorary members may attend the Annual Meeting. However, they are not eligible to vote or hold office on the Board of Directors unless they relinquish their honorary membership and become a member classified under Article III, Section 1.
Section 7: Meetings
Honorary members will not be required to attend meetings; however, they may attend any scheduled meeting if they desire to do so. Members in this class are not authorized to hold their own meetings on behalf of this organization. Furthermore, they are not authorized to carry out or conduct any business on behalf of this organization.
Section 8: Termination of Honorary Membership
1) Upon the motion by any Board Member showing good cause, an honorary member may be terminated by a majority vote of the Board of Directors. This may be based upon a determination that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of this organization.
2) Upon voluntary termination by the member delivered to the President or Secretary of the Corporation personally or by mail.
3) Notice of the Board of Directors decision to terminate shall be given to the honorary member. Said notice shall terminate all rights and use of title upon delivery.
Section 1: Checks, Drafts and Orders
All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of, or payable to the Corporation, shall be signed or endorsed by such person or persons authorized to do so by the Board of Directors.
Section 2: Annual Reports
In so far as permitted by law, the rendition of annual reports by the Board of Directors is hereby dispensed with.
Amendments to By-Laws
Section 1: Adoption, Amendment, or Repeal of By-Laws
Subject to the provisions of Section 9400 of the Corporations Code of the State of California, By-Laws may be adopted, amended, or repealed by one of the following methods:
(a) At any meeting of the Board of Directors provided that due notice has been given to all directors of the change or changes proposed in the By-Laws. The notice required by this section shall in all respects comply with that notice required by Article IV, Section 7 of these By-Laws for notice to members of the Board of Directors in case of a special meeting of said Board.
(b) By written assent of all directors.