ARTICLE I
NAME
The name of the Corporation shall be the Humboldt Lodging Alliance, Inc.
ARTICLE II
OBJECTS AND PURPOSES
Section 1: General Object and Purpose
This Corporation is a nonprofit mutual benefit Corporation organized under the California Nonprofit Mutual Benefit Corporation Law. The object and purpose of this Corporation is to engage in any lawful act or activity for which a Corporation may be organized under such law.
Section 2: Specific Object and Purpose
The specific objects and purposes of this Corporation are to cause the cooperation of the various commercial and public interests in order to promote the general welfare and prosperity of the County of Humboldt, State of California, including all of its incorporated and unincorporated towns or cities, by presenting its advantages as a tourism destination for independent leisure travelers, as well as a site for meetings, events, conferences and trade shows by soliciting and servicing such business and encouraging hospitality for Humboldt County’s visitors; and pursuant to such objects and purposes:
(1) to receive assessment funds collected through the Humboldt Tourism Improvement District, and any and all other sources, and to expend and distribute the same for the Humboldt Lodging Alliance, Inc. or in the interests of the Humboldt Lodging Alliance, Inc., as in the judgment of the Directors may seem proper;
(2) to function as the owners’ association for assessed lodging businesses, and to provide means for general discussion and exchange of ideas pertaining to the purposes of the Corporation;
(3) to do or engage in any act, thing or enterprise which in the opinion of the Directors shall appear to be for the benefit of the Corporation generally;
(4) to employ all the necessary means and agencies to carry out the foregoing powers, including the power to collect, borrow and disburse monies for those purposes;
(5) to maintain such necessary offices and facilities as shall be necessary or appropriate for the purposes of the Corporation.
Section 3: Limitations
It is intended that this Corporation shall have the status of a Corporation that is exempt from federal income taxation under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(6) of the Internal Revenue Code, and that is exempt from California income taxation under section 23701e of the California Revenue and Taxation Code. These bylaws shall be construed in a manner consistent with these statutes, and all powers and activities of the Corporation shall be limited accordingly. Consistent with this purpose, the Corporation is empowered to exercise all rights and powers conferred by the laws of the State of California upon nonprofit Corporations.
This Corporation shall not discuss, engage in, facilitate or condone activities that restrain competition in violation of state or federal laws or otherwise. The Corporation shall adopt and adhere to formal antitrust compliance guidelines, which shall be in writing and communicated regularly to the Corporation’s Board of Directors.
ARTICLE III
CORPORATE POWERS
The corporate powers, business and affairs of the Corporation shall be exercised, conducted and controlled by a Board of Directors who shall be comprised of those business owners, or business owner representatives, subject to the Humboldt County Tourism Business Improvement District (HCTBID) assessment in good standing. Any individual who is a lodging business owner within the HCTBID or the designated voting representative of a lodging business owner within the HCTBID in good standing shall be eligible to be a Director of this Corporation.
ARTICLE IV
PRINCIPAL PLACE OF BUSINESS
The Corporation shall maintain its principal office in Humboldt County, State of California and may have other offices and transact business at such other places as the Board of Directors may from time to time appoint.
ARTICLE V
MEMBERSHIP
Section 1: Definitions
The Corporation shall have no members within the meaning of the California Nonprofit Mutual Benefit Corporation Law, pursuant to Corporation Code §7332(a).
Section 2: Non-Voting Members
The Corporation’s Board of Directors may, in its discretion, admit individuals to one or more classes of non-voting members; the class or classes shall have such rights and obligations as the Board finds appropriate.
ARTICLE VI
BOARD OF DIRECTORS
Section 1: Powers of the Board
The Board of Directors shall have the power:
(a) to conduct meetings and control the affairs and business and establish policy for the Corporation and to make rules not inconsistent with the laws of the State of California for the guidance of the officers and management of the affairs of the Corporation;
(b) to conduct and manage the business and affairs of the Corporation and to exercise all such powers
and all such things as may be exercised or done by this Corporation;
(c) to incur indebtedness for the ordinary uses, benefits and expenses and necessities of this Corporation;
(d) to authorize any office or officers, agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation;
(e) to deposit all funds of the Corporation from time to time to the credit of the Corporation with such financial institutions as the Board may select;
(f) to accept on behalf of the Corporation any contribution, gift, bequest, or device, for the general purposes or for any special purpose of the Corporation;
(g) subject to the limitation described in Article VIII, to delegate all or any portion of the above responsibilities and authority to the Executive Committee.
Section 2: Number of Directors
The Board of Directors shall be representative of the makeup and geography of all businesses subject to the HCTBID assessment and consist of nineteen (19) Directors at-large. All Directors shall be the owner or General Manager of a business subject to the HCTBID assessment that contains five (5) or more rentable units at a single location. From among the Directors described in the previous sentence, the Board of Directors shall choose the four (4) elected officers of the Corporation, and the immediate past chair of the Corporation. All the past chairs of the Corporation (other than the immediate past chair) shall be non-voting advisors to the Board, and shall serve at the pleasure of the Board.
Section 3: Director Criteria
(a) The number of Directors chosen from each jurisdiction within Humboldt County shall be in proportion to that jurisdiction’s percentage of the total assessment collected. The initial board makeup shall consist of three (3) Directors from Arcata, seven (7) Directors from Eureka, two (2) Directors from Fortuna, one (1) Directors from Ferndale, and six (6) Directors from the county unincorporated area. These proportions may be adjusted by the Board of Directors from time to time if a jurisdiction’s percentage of the total assessment collected changes.
Section 4: Term of Office
The term of office of all Directors at large shall be for two (2) years commencing on the first day of July following their election and until their successors are duly elected, provided that a Director must, during the entire term of his or her office, be eligible in accordance with Article VI, Section 2 of these Bylaws to act as such Director. Officers shall serve a term concurrent with their office. In the event that a Director, after his or her election, shall become ineligible under Article VI, Section 2, the Board of Directors shall declare the office vacant. Potentially, one-half of the Directors at large shall be elected each year. Notwithstanding the above, the first term of office for Directors appointed to a new term beginning July 1, 2012, may be for a term of one rather than two years in order to maintain a Board composed of Directors with staggered terms of office.
Section 5: Nomination and Election of Directors
Election of Directors shall take place at the annual meeting of the corporation. Directors shall be elected by the Board.
The Board Nominating Committee shall nominate candidates for each Directorship vacant or soon to become vacant and notify the Board of its choices, not less than sixty (60) days before the first day of July. All persons nominated shall have given their prior consent to nomination and election. Additional nominations may be considered by the Board Nominating Committee in the event that petitions signed by a minimum of twenty-five percent (25%) of the assessed businesses in the HCTBID are submitted. The ballot shall indicate those candidates nominated by the Board Nominating Committee and those nominated by petition. Except as noted hereafter, the Board Nominating Committee shall conduct an election by written ballot in which each member in good standing on the date the ballots are communicated will have one vote to cast for each Directorship position to be elected. Multiple votes of each member must not be accumulated for a single nominee, but must be cast, if at all, for different nominees. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be declared elected. If, however, no nominations are made by petitions, no election is necessary and the Secretary-Treasurer shall cast a unanimous ballot for the candidates of the Board Nominating Committee. Results of the election shall be announced by written communication during the month of July. In the event of a contested election for vacant Directorships, the Board shall provide candidates with a reasonable opportunity to solicit votes to the extent required by Corporations Code sections 7523 and 7524.
Section 6: Removal
It is expected that Directors of the Board will attend all regularly scheduled meetings of the Board. Any Director may be removed by a majority vote of the Board of Directors present at a regular or special Board meeting if the Director fails to attend in person or by electronic means fifty (50) percent of the Board meetings in a year. Any Director may also be removed (i) if he or she has been declared of unsound mind by a final order of court, convicted of a felony, or if the Corporation holds assets in charitable trust, found by a final order or judgment of any court to have breached any duty arising under Corporations Code section 7238, or by a majority vote of the Board.
Section 7: Vacancies
A vacancy on the Board of Directors shall be deemed to exist in the case of the death, resignation or removal of any Director or for any other causes provided for in these Bylaws. Vacancies on the Board may be filled by a majority of the remaining voting Directors present at any regular or special meeting, and a Director so appointed shall serve for the balance of the unexpired term to which he or she was elected and until his successor is duly elected and qualified. When a Director gives notice of his or her resignation to the Board of Directors effective at a future date, the Board shall have the power to fill the vacancy to take effect when such resignation shall become effective.
Section 8: Vendor Agreements and Contracts
No Director shall knowingly enter into an Agreement or Contract that shall exceed the duration of their term of Directorship. If their term expires prematurely, whether by resignation, removal, or otherwise, any agreement or contract made by that Director shall brought before the Board of Directors for consideration. All vendor contracts shall implement language reflecting the provisions of this section.
Section 9: Compensation
Directors shall not receive any salaries for their services.
Section 10: Advisors. The Board may designate individuals to serve as advisors to the Board. Advisors will receive notice of meetings in the same manner as Directors, but will not be considered Directors for any purpose including voting. Advisors shall serve for such terms as determined by the Board and may be removed by the Board at any time.
Section 11: Meetings
Regular meetings of the Board of Directors shall be held at least on a quarterly basis or no less than four (4) times a year. The first scheduled meeting of any new fiscal year may be designated as the Annual Meeting. Any meeting, regular or special, may be held without the physical presence of some or all of the Directors, by conference telephone, video screen communication, or other communications equipment, as long as all Directors participating in the meeting can hear one another and all Directors are provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to a specific action to be taken by the Corporation.
Special meetings of the Board of Directors may be called at any time at the request of the Chair of the Board of Directors, Executive Committee, President, or a majority of the Board of Directors. Notice of the time and place of special meetings shall be given to each Director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the Director’s address or telephone number as shown on the Corporation’s records.
Notices sent by first-class mail shall be deposited in the United States mail at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least 48 hours before that time set for the meeting. The notice shall state the time of the meeting and the place, if the place is other than the Corporation’s principal office. The business to be transacted at the meeting need not be specified in the notice (or waiver of notice) of such meeting.
The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a written consent to holding of the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the minutes of the meeting. Notice of a meeting shall also be deemed duly given to any Director who attends the meeting without protesting, before or at the commencement of the meeting, the lack of notice to that Director.
Notice of regular and special meetings shall be posted at least seventy-two (72) hours prior to the
meeting in a publicly accessible location and each such notice shall state the general business to be transacted, and the day, time and place of the meeting. Business may be transacted at any regular meeting of the Board. Each Director shall register his or her name and address with the Secretary-Treasurer and notices of meetings given to such Director at such address shall be valid notices thereof. Teleconferencing may be used for all purposes in connection with meetings. All votes taken during a teleconferenced meeting shall be by roll call.
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. 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 at least a majority of the required quorum of the meeting.
(1.) Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
(2.) Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four (24) hours. If the original meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.
All meetings of the Board of Directors shall be presided over by the Chair. In his or her absence, or if unable to serve for any reason, the Chair Elect shall preside, and in that person’s absence, the Vice Chair. The Secretary-Treasurer will preside in the absence of both the Chair Elect and Vice Chair.
All meetings of the Board shall be governed by Robert’s Rules of Order (revised) unless inconsistent with these bylaws or with rules adopted by the Board of Directors.
Section 12: Quorum
At any meeting of the Board, a majority of the appointed Directors then in office shall constitute a quorum.
Section 13: Contracts with Directors
No Director of this Corporation, nor any other corporation, firm, association, or other entity in which one
or more of this Corporation’s Directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless the material facts regarding such Director’s financial interest in such contract or transaction or regarding such common Directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes or are known to all Directors before consideration by the Board of such contract or transaction, and such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote of the interested Director.
ARTICLE VII
OFFICERS AND DUTIES
Section 1: Elected Officers
The elected officers of the Corporation shall be a Chair of the Board, Chair-Elect, Vice Chair, and a Secretary-Treasurer. All officers shall be a Director of the Board.
Section 2: Qualifications for Office
A Director of the Board in good standing shall be eligible for nomination and election as an elected officer.
Section 3: Term of Office
Each elected officer shall take office on the first day of July following his or her election and shall serve for a term of one year and until a successor is duly elected.
Section 4: Nomination and Election
The elected officers of this Corporation shall be chosen annually by the Board of Directors, and shall serve at the pleasure of the Board. The Board Nominating Committee shall nominate candidates for each elective office soon to be vacated, and notify the Board of Directors of its nominations at least 30 days prior to the last regular meeting of any annual fiscal year. All persons nominated shall have given their prior consent to nomination and election.
Section 5: Removal
Any elected officer may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section 6: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors. Those persons elected to fill unexpired terms, as officers shall only serve for the balance of the unexpired term; such term shall not be included in the limited tenure for officers.
Section 7: Chair of the Board of Directors
The Chair of the Board shall be the principal elected officer of the Corporation. The Chair shall preside at all meetings of the Board of Directors and the Executive Committee. The Chair shall appoint the Chairpersons of all committees and shall appoint the Board Nominating Committee and fill any vacancies therein.
Section 8: Chair-Elect
The Chair-Elect shall perform such duties as the Chair of the Board of Directors may assign from time to time. In the absence of the Chair, the Chair-Elect, at the request of the Chair, or in the lack of such request, by the vote of those present, shall preside at meetings of the Board of Directors and the Executive Committee. In the event that the office of Chair is vacated, the Chair-Elect shall be designated by the Executive Committee to serve as “Acting Chair” of the Board until the vacancy has been filled by the Board of Directors as provided for in Article VI, Section 7.
Section 9: Vice Chair
The Vice Chair shall perform such duties as the Chair of the Board of Directors may assign from time to time. In the absence of the Chair and the Chair-Elect, the Vice Chair, at the request of the Chair, or in the lack of such request, by the vote of those present, shall preside at meetings of the Board of Directors and the Executive Committee. In the event that the offices of Chair and Chair-Elect are vacated, the Vice Chair shall be designated by the Executive Committee to serve as “Acting Chair” of the Board of Directors until the vacancy has been filled by the Board of Directors as provided for in Article VI, Section 7.
Section 10: Secretary-Treasurer
The Secretary-Treasurer shall (a) serve as Chair of the Finance Committee, (b) see to the keeping of the minutes of the meetings of the Board of Directors and the Executive Committee, (c) be custodian of the corporate records of the Corporation, and (d) in general perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to be assigned by the Chair, the Board of Directors or the Executive Committee. The Secretary-Treasurer shall perform the duties of the Chair of the Board of Directors in the absence of the Chair, the Chair-Elect and the Vice Chair.
Section 11: Compensation of Officers
The elected officers of the Corporation shall not receive any salaries for their services.
ARTICLE VIII
COMMITTEES
All non-advisory committee members and their respective Chairs shall be Directors of the Board.
Section 1: Establishment
The Board of Directors, by resolution adopted by a majority of the Directors then in office, may create one or more committees of the Board, each consisting of two or more Directors and no one who is not a Director, to serve at the pleasure of the Board. Appointment to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of such committee, who may replace any absent member at any meeting. Any such committee shall have all of the authority of the Board, to the extent provided in the Board resolution, except that no committee may do the following:
A. Fill vacancies on the Board or any committee of the Board;
B. Fix compensation of the Directors for serving on the Board or any committee;
C. Amend or repeal Bylaws or adopt new Bylaws;
D. Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
E. Create any other committees of the Board or appoint members of committees of the Board;
F. Expend corporate funds to support a nominee for Director if more people have been nominated for Director than can be elected; or
G. With respect to any assets held in charitable trust, approve any contract or transaction between this Corporation and one more of its Directors or between this Corporation and an entity in which one or more of its Directors have a material financial interest, subject to the approval provisions of Corporations Code § 5233(d)(3).
Section 2: Executive Committee
The Executive Committee shall consist of at least seven (7) and up to eleven (11) members, each of whom shall be a Director of the Board, including the elected officers of this Corporation and the immediate past Chair of the Corporation. The Executive Committee shall review all fiscal policies and procedures for the Corporation. Except as limited by law, the Executive Committee shall exercise the powers and authority of the Board of Directors when the Board of Directors is not in session. All actions of the Executive Committee shall be reported to the Board of Directors at its succeeding meeting.
The Executive Committee may hold meetings at such place or places and at such times and upon such notice as it may in its discretion determine and may be called at any time by the Chair or by any three (3) of its members, with forty-eight (48) hours’ notice given either personally or by mail, telephone, facsimile, electronic mail or other electronic means. A majority of the Executive Committee shall constitute a
quorum for the transaction of business.
The Executive Committee shall not have powers and authority with respect to: (a) the filling of vacancies on the Board or on the Executive Committee; (b) the fixing of compensation of the Directors for serving on the Board or Committee; (c) the amendment or repeal or adoption of bylaws; (d) the amendment or repeal of any resolution of the Board; (e) the appointment of committees who have the power of the Board or any members of such committees; (f) the approval of any corporate transaction with respect to assets held in charitable trust, where a Director is a party to or has a material financial interest in the transaction or in any part of the transaction.
Section 3: Community Committees
The Directors representing each jurisdiction within Humboldt County shall comprise a Community Committee for that jurisdiction. The Community Committees shall report to the Executive Committee and the Board of Directors. The Community Committees shall have oversight over the awarding of funds to community organizations that submit proposals for tourism projects and activities, including: a) determining the proposals’ relevance to the Corporation’s objects and purposes, b) determining the organizations’ ability to carry out the proposals, c) evaluating the funding requested relative to the benefits of the proposed projects and to the funds available, d) making awards up to the maximum of funds available for that jurisdiction (up to 60 percent of net assessment revenues collected in that jurisdiction within any one fiscal year), and e) reporting to the Executive Committee and Board of Directors on proposals, awards and results.
Community Committees may hold meetings at such places and at such times and upon such notice as they may in their discretion determine and may be called at any time by the Chair or by a quorum of its members, with forty-eight (48) hours’ notice given either personally or by mail, telephone, facsimile, electronic mail or other electronic means. A majority of any Community Committee shall constitute a quorum for the transaction of business.
Section 4: Special Committees, Councils and Task Forces
The Chair of the Board of Directors with the approval of the Board of Directors or the Executive Committee, shall appoint such other committees, councils, sub-committees, or task forces as are necessary from time to time and which are not in conflict with other provisions of these Bylaws.
Section 5: Advisory Committees.
The Board may establish one or more advisory committees. The members of any advisory committee may consist of directors or non-directors. Advisory committees may not exercise the authority of the Board to make decisions on behalf of the corporation, but shall be limited to making recommendations to the Board or the Board’s authorized representatives and to implementing Board decisions and policies. Advisory committees shall be subject to the supervision and control of the Board.
Section 6: Meetings
(a) Quorum. Unless otherwise provided by the Board of Directors, a majority shall constitute a quorum of each such committee and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the respective Committee.
b) Rules. Each Committee shall be governed by Roberts Rules of Order (revised) unless inconsistent with these Bylaws or with the rules adopted by the Board of Directors.
ARTICLE IX
COMMUNITY ORGANIZATIONS
Section 1: Revenue Sharing
Community organizations (ex. chambers of commerce, nonprofit service clubs, etc.) in each jurisdiction are eligible to apply for up to 60% of the assessment revenues generated in that jurisdiction to fund tourism marketing and visitor services programs. The programs must provide a specific benefit to the hotels paying the assessment that is not provided to those not paying.
Section 2: Authority to Award Funds
HLA Board Directors will have authority to decide on funding of community organizations in the jurisdictions they represent through their Community Committees. For example, Arcata’s three Directors decide on projects proposed by Arcata community organizations, Eureka’s seven Directors decide on Eureka community organizations, etc.
Section 3: Project Proposals
Community organizations will be invited to develop proposals for marketing their communities to
overnight visitors using HLA funds, focusing on developing new shoulder-season and off-season business. Approved marketing activities include advertising, promotions, visitor services and especially creating new destination events. All activities using HLA funds must specifically benefit lodging properties. Community Organizations must have systems in place to separately account for use of HLA funds.
Section 4: Reporting
Proposals will be developed in collaboration with the HLA board and staff throughout the year. Organizations will report to the HLA board on the results achieved with HLA funding, specifically accounting for expenditures and tracking of measurable outcomes such as hotel rooms booked. This reporting requirement shall be communicated to all organizations receiving HLA funds.
Section 5: Accrual of Funding
Funds not awarded by a Community Committee in any fiscal year shall accrue to that committee’s fund balance and be available for awarding in subsequent years.
ARTICLE X
FISCAL MATTERS
Section 1: Fiscal Year
The fiscal year of this Corporation shall commence July 1 and end June 30 of each year.
Section 2: Records.
The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its Board and Committees of the Board. Books and records shall be kept in either written form or in any other form capable of being converted into a written form. The Articles of Incorporation and Bylaws of the Corporation, with amendments to current dates, shall also be maintained at the principal office of the Corporation.
Section 3: Reports
The Board shall cause an annual report to be available after the close of the Corporation's fiscal year. The Annual Report shall be furnished to all Directors.
Section 4: Budget
The Board of Directors, on or before the first regularly scheduled meeting of each year, shall adopt a budget for the fiscal year.
ARTICLE XI
MISCELLANEOUS
Section 1: Indebtedness
The Corporation shall not incur obligations or indebtedness in any fiscal year in excess of its anticipated revenues for the same fiscal year, or funds available from cumulated reserves without approval of the Board of Directors.
Section 2: Maintenance and Inspection of Articles and Bylaws
A copy of the Corporation’s Articles of Incorporation and Bylaws, as amended to date, shall be maintained at the principal office of the Corporation and shall be open to inspection by any business subject to the HCTBID assessment at all reasonable times during office hours.
Section 3: Annual Reports
(a) In any fiscal year in which the Corporation has more than $10,000 in assets at any time during the fiscal year: i) Each Director shall be sent a copy of the annual financial report. If approved by the Board of Directors, the Corporation may send the annual financial report and accompanying material by electronic transmission. (ii) Not later than one hundred and twenty (120) days after the close of the fiscal year, this Corporation shall prepare an annual financial report containing (1) a Statement of Financial Position of the end of the fiscal year, (2) a Statement of Operational Activities for the fiscal year, (3) a statement of changes in financial position for the fiscal year and (4) the information required by subsection (b) below.
The report shall be accompanied by (i) any report on it by an independent accountant, or if there is no such report, (ii) the certificate of an authorized officer of the Corporation that the statement was prepared without audit of books and records of the Corporation.
(b) As part of the annual report to all Directors, or as a separate document if no annual report is issued, the Corporation shall annually prepare and mail, deliver, or send by electronic transmission to its Directors a statement of any transaction or indemnification of the following kinds within 120 days after the end of the Corporation’s fiscal year: (i) Unless approved by the Board under Corporations Code section 7233(a), any transaction (i) to which the Corporation, its parent, or its subsidiary was a party, (ii) which involved more than $50,000 or was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and (iii) in which either of the following interested persons had a direct or indirect material financial interest (a mere common Directorship is not a material financial interest): Any Director or officer of the Corporation, its parent, or its subsidiary; Any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, except that, in a partnership in which such person is a partner, only the partnership interest need be stated.
A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Corporation, unless the loan, guaranty, indemnification, or advance has already been approved by the Directors under Corporations Code section 5034, or the loan or guaranty is not subject to Corporations Code section 7235(a). Section 4: Required Annual Filing with the Secretary of State.
The Secretary-Treasurer or such other officer as the Board of Directors may designate shall file a required statement of officers and agent for service of process with the Secretary of State annually. The required statement shall be on the form prescribed by the Secretary of State.
ARTICLE XII
AMENDMENTS
Section 1: Amendment of Bylaws by Board of Directors
Except as otherwise provided herein, and subject to the power of Directors to amend or repeal the Bylaws, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of a majority of the Directors present at any regular or special meeting, a quorum being assembled, provided that written notice of such meeting, setting forth in detail the proposed revision(s) and explanation(s) therefore, be given not less than 7 days prior to such meeting. Prior to any amendments made by the Board of Directors, the Board may provide notice via email or mail to all non-voting members thirty (30) days before the adoption of the amendments. In the event that more than fifty percent (50%) of non-voting members submit written protest to the proposed amendment, the amendment shall not be ratified.
Section 2: Amendments of Articles
Amendments to the Articles of Incorporation may be adopted if approved by an affirmative vote of a majority of the Directors present at any regular or special meeting.
ARTICLE XIII
DUTIES, NON-LIABILITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHERS ACTING ON BEHALF OF THE CORPORATION
Section 1: Duties and Non-Liability
(a) Each Director shall perform the duties of a Director, including duties as a member of any committee of the Board on which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
(b) In performing the duties of a Director, a Director shall be able to rely on information, opinions,
reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (i) One or more officers or agents of the Corporation whom the Director believes to be reliable and competent in the matters presented; (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 on which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence; and so long as in any such case the Director acts in good faith, after reasonable inquiry, when the need therefore if indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. A person who performs the duties of Director in accordance with paragraphs (a) and (b) of this Section 1 shall have no liability based on any alleged failure to discharge the person’s obligations as a Director.
Section 2: Indemnification
(a) Right of Indemnity. To the fullest extent permitted by law, the Corporation shall indemnify its
Directors, officers, agents and other persons described in section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgment, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this section, shall have the same meaning as in section 7237(a) of the California Corporations Code.
(b) Approval of Indemnity. On written request to the Board of Directors by any person seeking indemnification under section 7237(b) or section 7237(c) of the California Corporations Code, the Board shall promptly determine under section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in section 7237(b) or section 7237(c) has been met and, if so, the Board of Directors shall authorize indemnification.
(c) Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Article XIII, sections 2(a) and/or (b) of these bylaws in defending any proceeding covered by those sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
Section 3: Insurance
This Corporation, subject to the review and approval of the Executive Committee, shall have the right, and shall use its best efforts, to purchase and maintain Directors’ & Officers’ Liability insurance to the full extent permitted by law on behalf of its officers, Directors and other agents, to cover any liability asserted against or incurred by any officer, Director or agent in such capacity or arising from the officer’s, Director’s or agent’s status as such. The Executive Committee shall oversee the procurement of such insurance.
CERTIFICATE OF SECRETARY
I, ___, certify as follows:
I am the duly elected and acting Secretary of the Humboldt Lodging Alliance, Inc., a California Nonprofit Mutual Benefit Corporation;
That these Bylaws, consisting of 12 pages, inclusive, are the Bylaws of the corporation as adopted by the Board of Directors on ______________________;
That these Bylaws have not been amended or modified since that date.
Secretary
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HLA Bylaws