Llama Association of North America

(LANA) BYLAWS

September 2015 Revision of the 2001 Revision

 

Contents Section I. Office Section II. Directors

A.  Number of Directors

B.  Term and election of Directors

C.  Nomination procedure

D.  Resignation and removal of Directors

E.  Meetings of the Board of Directors

F.  Required vote of the Directors

G.  Consent of the Directors

H.  Committees

I. Compensation of Directors

J.   Inspection rights of Directors

Section III. Officers

A.  Officers and duties

B.  Appointment and removal of officers

C.  Execution of instruments

Section IV. Indemnification of Directors, officers, and employees

Section V. Members

A.  Qualifications of membership

B.  Transfer of memberships C.  C.  Voting by the membership D.  Annual meeting of members E.  Special meeting of members

F.  Notice of meeting of members

G.  Record date

H.  Multiple person, Family, Farm membership

I.  Member's proxies

J.   Quorum for meeting of members

K.  Adjourned meeting of members

L.  Voting for Directors and Officers

M. Voting by ballot

N.  Inspectors of election

0. Inspection rights of members

P.  Resignation of member

Q.  Expulsion and suspension

R.  Dues

S.  Assessments

Section VI. Amendments

A.  Amendment of articles

B.  Amendment of bylaws

Section VII. Records

A.  Minute book

B.  Annual report

C.  Report of transactions and indemnifications

D.  Certification of Secretary

 

Section I. Office

 

The Board of Directors may, by resolution, authorize the change in the location of the principal executive office.

 

Section II. Directors

 

A.  Number of Directors

 

The authorized number of Directors of the corporation shall not be less than five (5) and not more than thirteen (13). The exact number of Directors shall be fixed and may from time to time be changed by a resolution adopted by the Board of Directors.

 

B.  Term and election of Directors

 

Directors are elected for a term of three (3) years. One third of the Directors, as nearly as may be, shall be elected each year. They shall become members of an advisory board for one (1) year after their Director tenure is completed. Directors shall be elected by electronic (email) ballot of members pursuant and shall take office effective thirty (30) days following the election. All vacancies on the board may be filled by a majority vote of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director. The Board of Directors shall fill any vacancy by appointment of the first runner up at the last election of Directors. If this candidate is unwilling or unable to serve, any vacancy may be filled by a member in good standing chosen by the remaining Directors or filled by the next scheduled election at the discretion of the remaining Directors. A Director appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office. Each elected Director shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

 

C.  Nomination procedure

 

Those accepting nominations will submit candidate statements, which will be posted on the LANA website.,

 

D.  Resignation and removal of Directors

 

Any Director may resign effective upon giving notice to the President of the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by an Order of the Court or convicted of a felony (or has failed to attend four consecutive face-to-face or conference call meetings of the Board of Directors).

 

Any or all of the Directors may be removed without cause as follows:

(1) If a majority of the membership is in agreement by electronic (email) voting that a board

member should be removed, then the Board of Directors must accept the decision of the membership

(2) Any reduction of the authorized number of Directors does not remove any Director prior

to the expiration of such Director's term of office.

 

E.  Meetings of the Board of Directors

 

Regular meetings of the Board of Directors shall be held via conference calls.  A special meeting of the Board of Directors may be called by the President, Vice President, Secretary, or any two Directors. Notice of all regular and special meetings of the Board of Directors shall be given. A notice need not include the purpose or agenda for the meeting. The notice may be sent at least four (4) days before the meeting. The notice will be sent electronically.  Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting, or an approval of the minutes thereof, whether before or after the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waiver, consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting.

 

A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of and adjournment to another time and place shall be given, prior to the time of the adjourned meeting, to the Directors who were not present at the time of adjournment.

 

F.  Required vote of the Directors

 

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 of Directors. 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 for such meeting. Amendment or appeal of bylaws requires affirmative approval of a majority of the authorized number of Directors.

 

G.  Consent of the Directors

 

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent by email. Such electronic (email) consent or consents shall be filed with the minutes of the proceedings of the Board from its next Board meeting. Such action by electronic (email) consent shall have the same force and effect as a unanimous vote of such Directors.

 

H.  Committees

 

Committees are of two (2) kinds, those with legal authority to act for the corporation and advisory committees.

 

The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors then in office, designate one or more committees with legal authority to act for the corporation to the extent specified in the resolution creating such committee, each such committee consisting of two (2) or more Directors, to serve at the pleasure of the Board. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the Directors then in office.

 

Any such committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

•    The approval of any action which also requires member approval.

•    The filling of vacancies on the Board or in any committee.

 

•    The fixing of compensation of the Board of Directors for service on the Board or any committee.

•    The amendment or repeal of bylaws or the adoption of new bylaws.

•    The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repeal-able.

•    The appointment of other committees of the Board or the members thereof.

•    The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.

•    The  approval  of  any  self-dealing  transaction  not  permitted  by  Section  5233  of  the

California Corporation Code to be approved by a committee

 

Advisory committees may be appointed to consist of one or more members. Advisory committee membership may consist of Directors only or both Directors and non-Directors only, or  non-Directors  only,  and  also  may  include  non-voting  members  and  alternate  members. Advisory  committees have no legal authority to act for the corporation,  but shall report their findings and recommendations to the Board of Directors.

 

I.  Compensation of Directors

 

Directors  shall  be  entitled  to  receive  their  actual,  necessary  expenses  in  attending meetings of the Board of Directors, of committees of the Board of Directors and of advisory committees. Directors who are also officers or employees of the corporation and who are compensated as such shall receive no compensation  as Directors. Other Directors shall receive such compensation as may be established by resolution of the Board of Directors.

 

J.   Inspection rights of Directors

 

Every  Director  shall  have  the  absolute  right  at  any  reasonable  time  at the  principal executive  office to inspect  and copy all  books, records and documents  of every  kind and to inspect the physical properties of the corporation. Such inspection by a Director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

 

Section III. Officers

 

 

 

A.  Officers and duties:  The officers of the corporation are the President, the Vice President, the Secretary, the Treasurer, and/or the Chairman of the Board.

 

I.   The President is the chief executive officer, general manager of the corporation  and usually Chairman  of the Board. The President  shall, subject  to the  control  of the Board of Directors, have general supervision,  direction and control of the business and affairs of the corporation and of its officers, employees and agents, including the right to employ, discharge and prescribe the duties and compensation of all officers, employees and agents of the corporation, except where such matters are prescribed in the bylaws or by the Board of Directors. The President shall preside at all meetings of the members and of the Board of Directors, unless there is a Chairman of the Board. The President is authorized to sign all contracts, notes, conveyances and other papers, documents and instruments in writing in the name of the corporation.

 

2.   The Vice President  shall perform  under  the direction  of the President,  duties  and responsibilities  in the management  of the corporation  or in one or more  particular

 

areas of its management. In the event of the disability of the President, the duties of the President shall be exercised by the Vice President.

 

3.  The Secretary shall keep or cause to be kept the minute book of the corporation. The Secretary shall sign in the name of the corporation, either alone or with one or more other officers, all documents authorized or required to be signed by the Secretary. If the corporation has a corporate seal, the Secretary shall keep the seal and shall affix the seal to membership certificates, if issued, and to other documents as appropriate or desired. The Board of Directors may by resolution authorize one or more assistant secretaries to perform, under the direction of the Secretary, some or all the duties of the Secretary.

 

4.  The Treasurer is the chief financial officer of the corporation, and, where appropriate, may be designated by the alternate title "Chief Financial Officer". The Treasurer is responsible for  the  receipt, maintenance and  disbursement of  all  funds  of  the corporation and for the safekeeping of all securities of the corporation. The Treasurer shall keep or cause to be kept books and records of account and records of all properties of the corporation. The Treasurer shall prepare or cause to be prepared annually, or more often if so directed by the Board of Directors or President, financial statements of the corporation. The Board of Directors may by resolution authorize one or more assistant treasurers to perform, under the direction of the Treasurer, some or all the duties of the Treasurer.

 

 

5.  The Chairman of the Board, if a seated office, shall preside at all meetings of the

Board of Directors.

 

B.   Appointment and removal of officers

 

The officers shall be appointed by the Board of Directors. Other officers shall be appointed as prescribed in the resolution of the Board of Directors establishing the office. Any officer appointed by the Board of Directors may be removed from office at any time by the Board of Directors, with or without cause or prior notice. Any officer not appointed by the Board of Directors and not elected by the members may be removed from office at any time by the officer appointed or by the Board of Directors, with or without cause or prior notice. Officers elected by the members may be removed only under the provisions of Section liD of the bylaws relating to removal of Directors. When authorized by the Board of Directors, any appointed officer may be appointed for a specific term under a contract of employment. Notwithstanding that such officer is appointed for a specific term or under a contract of employment, any such officer may be removed from office at any time and shall have no claim against the corporation on account of such removal other than for such monetary compensation as the officer may be entitled to under the terms of the contract of employment. Any officer may resign at any time upon the electronic (email) notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Such resignation is effective upon receipt of the electronic (email) notice by the corporation unless the notice prescribes a later effective date or unless the notice prescribes a condition to the effectiveness of the resignation.

 

C.  Execution of instruments

 

Any and all instruments executed in the name of the corporation, including, but not limited to, contracts, agreements, purchase orders, notes, deeds, deeds of trusts, mortgages, leases, security agreements, checks and drafts issued, endorsements or checks and drafts received, certificates, applications and reports, shall be executed by any one or more officers,

 

employees and agents of the corporation as authorized from time to time by the Board of Directors. Such authorization may be general or confined to specific instances. The respective officers and duties thereof as established and defined in Section IliA of the bylaws and by resolution of the Board of Directors include, except as otherwise provided, the authority to execute instruments in the name of the corporation when the execution of the instrument is incident to carrying out the duties of the office.

 

Section IV. Indemnification of Director, officers, and employees

 

The corporation may indemnify a Director, officer or employee under the provisions of

Section 7237 of the California Corporation Code, or pursuant to any contract entered into with any employee who is not an officer or Director. Expenses incurred in defending any proceeding

may be advanced by the corporation as authorized in Section 7237 of the California Corporation Code prior to the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the Director, officer or employee entitled to be indemnified. The corporation may purchase and maintain insurance on behalf of any Director, officer or employee of the corporation against any liability asserted against or incurred by the Director, officer or employee in such capacity or arising out of the Director's, officer's or employee's status as such, whether or not the corporation would have the power to indemnify the Director, officer or employee against such liability under the provisions of Section 7237 of the California Corporations Code.

 

Section V. Members

 

A. Qualifications of membership

 

Membership in the corporation shall be open to any person interested in its objectives and who applies for membership and is approved by the Board of Directors.

 

B. Transfer of memberships

 

A membership in the corporation is personal to the member and is not transferable, either voluntarily or by operation of law.

 

C. Voting by the membership

 

Whenever the members are to vote for Directors or officers or any proposal for action which could be taken at any regular or special meeting of members, the members may, at the discretion of the Board of Directors, vote by electronic (time-stamped email) ballot without a meeting pursuant to this section of the bylaws. An electronic ballot shall be sent to every member (or family/farm depending upon the type of membership) entitled to vote in the matter. The voting member must be a member in good standing. The ballot shall set forth the date and time by which the electronic (time-stamped email)   ballot must be received in order to be counted and the minimum number of ballots that must be returned to meet the quorum requirement.

 

 

 

 

forth:

 

If the vote is for other than Directors or officers, the electronic (email) ballot shall set

 

•    the proposal to be voted on, and for this purpose related proposals may be grouped as a single proposal for the electronic (email) ballot.

•    a choice between approval and disapproval on each such proposal.

 

•              specification that the proposal must be approved by a majority of the electronic (email) ballots voting on the proposal, provided that sufficient electronic (email) ballots are returned to meet the quorum requirement.

 

Approval by electronic (email) ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

 

D. Annual meeting of members

 

An annual of meeting of members shall be held each year. The exact date and time of such annual meeting shall be fixed by resolution of the Board of Directors. The annual meeting shall be held at the principal place of the corporation unless the Board of Directors by resolution prescribes a different place. Any proper business may be transacted at the annual meeting of members.

 

E. Special meeting of members

 

Special meetings of the members may be called by the Board of Directors, the President, or the Chairman of the Board.

 

F. Notice of meeting of members

 

Electronic (email) notice of all annual and special meetings of members shall be given not less than ten (I0) nor more than ninety (90) days before the date of the meeting to each member entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, (b) or in the case of the annual meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the members. Notice of a members' meeting or any ballot or report shall be given by electronic means (website and/or email).  The notice, ballot, or report shall be deemed to have been given at the time when sent electronically. An affidavit of mailing of any notice, ballot or report in accordance with the provisions of this bylaw, executed by the Secretary or an assistant secretary, shall be prime evidence of the giving of the notice, ballot or report.

 

If any notice, electronic (email) ballot, or report addressed to the member at the (electronic) address of such member appearing on the books of the corporation is returned as undeliverable to the corporation, all future notices ballots or reports shall be deemed to have been duly given without further emailing if the same shall be available for the member upon verbal request by the Secretary. Except as otherwise prescribed by the Board of Directors in particular instances and except as otherwise provided by applicable law, the Secretary shall prepare and give, or cause to be prepared and given, the notice of meetings of members and the electronic (email) ballots of members.

 

G. Record date

 

The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to notice of any meeting of members. Such record date shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting. If no record date is fixed, members at the close of business on the business day preceding the day on

 

which the meeting is held are entitled to notice of a meeting of members. A determination of members entitled to notice of a meeting of members shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to vote at a meeting of members. Such record date shall not be more than sixty (60) days before the date of the meeting. Such record date shall also apply in the case of an adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. If no record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting of members or, in the case of an adjourned meeting, members on the day of the adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned meeting of members. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to cast electronic (email) ballots. Such record date shall not be more than sixty (60) days before the day on which the first electronic (email) ballot is mailed or solicited. If no record date is fixed, members on the day the first electronic (email) ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast electronic (email) ballots. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If no record date is fixed, members at the close of business on the day on

 

h

 which the Board adopts the resolution relating thereto, or the sixtieth (601  ) day prior to the date

of such action, whichever is later, are entitled to exercise such rights.

 

H. Multiple person, Family, Farm membership

 

If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, persons entitled to vote under a voting agreement, or otherwise, or if two or more persons (including proxy-holders) have the same fiduciary relationship respecting the same membership, unless the Secretary of the corporation is given electronic (email) notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

•    If only one votes, such action binds all;

•    If more than one votes, the act of the majority so voting binds all.

 

I. Member's proxies

 

Every person entitled to vote a membership may authorize, via the Proxy Form, another person or persons to act by proxy with respect to such membership. Any proxy purported to be executed in accordance with this bylaw shall be presumptively valid. No proxy shall be valid after the expiration of eleven (II) months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three (3) years from the date of execution. Every proxy continues in full force and effect until revoked by the person or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the Proxy Form presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. A proxy is not revoked by the death or incapacity of the maker or the termination of a membership as a result thereof unless, before the vote is counted, electronic (email) notice of such death or incapacity is received by the Corporation.

 

The proxy of a member may not be irrevocable. Any proxy covering the following matters requiring a vote of the members is not valid as to such matters unless the proxy sets forth the

 

general nature of the matter to be voted on: Removal of Directors;  election  of a Director or officer  to fill  a vacancy  or amendment  of bylaws with respect  thereto;  approval  of contract between the corporation and a Director; amendment of bylaws to alter proxy rights; amendment of articles of incorporation; sale or lease of all or substantially all of the assets of the corporation; merger; dissolution; or approval of a plan of distribution upon dissolution.

 

J. Ouorum for meeting of members

 

Thirty-three and one-third (33-1/3%) percent of the total number of members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. Except  where  a  greater  vote  is  required  by  the  articles  of  incorporation  or  bylaws  or  by applicable law and except for the election of Directors or officers, if a quorum is present, the affirmative vote of a majority of the members represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of the majority of the members present, but no other business may be transacted

 

K. Adjoumed meeting of members

 

When a member& meeting is  adjourned  to another time or  place,  except as otherwise provided by this bylaw, notice need not be given of the adjourned meeting if the time and place thereof  are announced  at  the  meeting  at  which  the  adjournment  is  taken.  At  the adjourned meeting  the corporation  may transact  any business  which might have  been transacted  at the original  meeting.  If  the  adjournment  is  for  more  than  forty-five  (45)  days  or  if  after  the adjournment a new date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at such meeting.

 

L. Voting for Directors and Officers

 

In any election of Directors, the candidates receiving the highest  number of votes are elected.  In any  election  of  officers,  the  candidate  receiving  the  highest  number  of  votes  is elected.

 

M. Voting by ballot

 

Elections for Directors and officers at meetings need not be by ballot unless a member demands election by ballot at the meeting and before the voting begins.

 

N. Inspectors of election

 

In advance of any meeting of members, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any meeting of members may, and on the request of any member or member's proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more members or proxies, the majority of members represented in person or by proxy shall determine whether one or three inspectors are to be appointed. The inspectors of election shall

 

represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, received votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all members. The inspectors of the election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is  practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

 

0. Inspection rights of members

 

The accounting books and records and minutes of proceedings of the members and the Board of Directors and committees of the Board of Directors shall be open to inspection upon electronic (email) demand on the corporation of any member at a reasonable time at the principal executive office, for a  purpose reasonably related to such person's interests as a member. Inspection pursuant to this section of the bylaws by a member may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts. If any record subject to inspection pursuant to this section of the bylaws is not maintained in electronic (email) form, the corporation shall at its expense make such record available in electronic (email) form. A member has the right to inspect and copy the lists of names and addresses of members.

 

P. Resignation of member

 

A member may resign from membership at any time. Resignation shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees, or arising from contract or otherwise, and shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach.

 

Q. Expulsion and suspension

 

A member may be expelled from membership, or a membership may be suspended, for nonpayment of the member's financial obligations to the corporation or for conduct as a member that is seriously detrimental to the best interests of the corporation or the other members. Expulsion or suspension must be by action of the Board of Directors and the Board may not delegate this authority to a committee, officer, or another body. Written notice of the proposed expulsion or suspension together with a statement of the reasons thereof and a copy of this section of the bylaws shall be sent electronically to the member's last email address on the records of the corporation. Within fifteen (15) days after the emailing of this notice, the member may in writing request a hearing on the expulsion or suspension. If a hearing is requested, the Board of Directors shall appoint a hearing committee composed of three members of the Board. The member may appear before the hearing committee which shall thereupon either confirm or reject the expulsion or suspension. The decision of the hearing is final. If no hearing is requested, the expulsion or suspension is effective fifteen (15) days after the emailing notice. If a hearing is requested, the expulsion or suspension is effective five (5) days after a confirmation by the hearing committee.

 

R. Dues

 

members. Membership expires at the close of the calendar year of the corporation appropriate to

the length of the single or multiyear membership and is automatically renewed upon payment of dues applicable to the new year, or any portion thereof. The automatic renewal is deemed to date from the beginning of the new year whether the dues payment is prior or subsequent to that date

as long as the dues payment is not later than two (2) months after the beginning of the new year. If the dues payment is not made by that time, the membership is not subject to automatic renewal but the person must make application for a new membership. Such expiration of a membership is not an expulsion of the member within the meaning of the previous section (Section V.Q.) of the bylaws.

 

S. Assessments

 

Assessments may be imposed on the members by action of the Board of Directors. A member, upon learning of the assessment, may avoid liability for it by promptly resigning from membership.

 

Section VI. Amendments

 

A. Amendment of articles

 

The amendment of articles of incorporation is provided for by state law and in general requires the approval of the Board of Directors pursuant to Section II.F. of the bylaws, the approval of the members pursuant to Section V. of the bylaws, and the filing of a certificate of amendment in the Office of the Secretary of State.

 

B. Amendment of bylaws

 

The amendment of bylaws is provided for by state law and in general requires either the approval of the Board of Directors pursuant to Section II.F. of the bylaws or the approval of the members pursuant to Section V. of the bylaws. However, any amendment of the bylaws by approval of the Board of Directors alone must be ratified by the members pursuant to Section V. of the bylaws at or before the next annual meeting.

 

Section VII. Records

 

A. Minute book

 

The corporation shall keep or cause to be kept a minute book that shall contain:

•        The record of all meetings of the Board of Directors including date, those attending and the proceedings thereof, a copy of the notice of the meeting and when and how given, electronic (email) waivers of notice of meeting, electronic (email) consents to holding meeting, electronic (email) approvals of  minutes of  meeting, and  unanimous electronic (email) consents to action of the Board of Directors without a meeting, and similarly as to meetings of committees of the Board of Directors established in Section II.H. of the bylaws and as to meetings or electronic (email) consents of the incorporator or incorporators of the corporation prior to the appointment of the initial Board of Directors.

•        The record of all meetings including date, place, members present in person or by proxy (if proxies are permitted), proxies used, and the proceedings thereof, a copy of the notice of meeting and when and how given, any affidavit as to the mailing or giving of notice, electronic (email) waivers of notice of meeting, electronic (email) consents to the holding of the  meeting, electronic (email)    approvals of  the  minutes of  the  meeting, unanimous

 

electronic (email) consents of members to action without a meeting and the report of action by members by electronic (email) ballot, including a copy of the form of  electronic (email) ballot and any affidavit as to the mailing of electronic (email) ballots.

•    A copy of the articles of incorporation and all amendments thereof and a copy of certificates filed with the Secretary of State

•    A copy of the bylaws as amended duly certified by the Secretary.

 

B. Annual report

 

Financial statements shall be prepared not later than one hundred and twenty (120) days after the close of the fiscal year. The financial statements shall contain in appropriate detail a balance sheet as of the end of the fiscal year, an income statement for the fiscal year and a statement of changes in financial position for the fiscal year. Any report furnished to Directors or members of the corporation which includes the financial statements shall be accompanied by any report thereon of independent accountants; or, if there is no such rep01t, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. A report including the financial statements prescribed by paragraph (a) shall be furnished annually to all Directors of the corporation. The corporation shall notify each member annually of the member's right to receive a financial report pursuant to section 8321 of the California Corporations Code and Section VII.B. of the bylaws. Upon electronic request of a member, the corporation shall send the most recent annual report to the requesting member. In addition to the financial statements prepared in accordance with paragraph (a), the report sent to a member shall include a statement informing the member of the place where the record of the names and addresses of the current members is located. Neither an annual report nor financial statement shall be sent to the members of the corporation for any fiscal year of the corporation if the corporation did not have more than one hundred (100) members at any time during the year or if the corporation did not have more than $10,000 in assets at any time during the year.

 

C. Report of transactions and indemnifications

 

•    The corporation shall email to all members a statement of any transaction between the corporation and one of its officers or Directors or of any indemnification paid any officer or Director if, and to the extent, required by section 8322 of the California Corporations Code. The statement may be included in the annual report emailed to members. If, pursuant to Section VILA. of the bylaws, an annual report is not sent to members, the statement shall be emailed within one hundred and twenty (120) days after the close of the fiscal year.

 

D. Certification of Secretary

 

The undersigned, Secretary of LLAMA ASSOCIATION OF NORTH AMERICA, Inc., a California Corporation, hereby certifies that the foregoing bylaws are the true and correct, duly adopted bylaws of the corporation that such bylaws were first adopted on January 17, 1982, and that such bylaws include all amendments to the date of this certificate.