Constitution and Bylaws of the American Coton Club
Section 1.01. Principal Office
The principal office of the corporation is located at 23955 Shake Ridge Road, Volcano,CA in the County of Amador within the State of California.
Section 1.02. Change of Address
The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date and such change of address shall not be deemed, nor require, an amendment of these Bylaws.
Section 2.01. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2.02. Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be:
(a) To operate a membership-run national dog breed club dedicated to encouraging and promoting quality in the breeding of the Coton de Tuléar.
(b) To advocate for and provide education about the Coton de Tuléar breed of dog to the public through a variety of forums, including publication of a web site, via an on-line international Breeders Forum, by organizing conformation shows, and through other sources and resources.
(c) To uphold the breed standard as approved by the Fédération Cynologique Internationale as the supreme authority defining the standard of excellence by which the Coton de Tuléar shall be judged.
(d) To promote ethical breeding standards with particular commitment to guarding against indiscriminate breeding and the propagation of heritable genetic diseases.
(e) To maintain a Coton de Tuléar pedigree registration service.
(f) To promote health and rescue of the Coton de Tuléar dog breed.
(g) To engage in any other lawful activity which may hereafter be authorized from time to time by the Board of Directors; provided, however, that the purposes for which the corporation is formed shall at all times be consistent with Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as hereafter amended (the “Code”), including within such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.
Section 3.01. Classes of Membership
There will be two classes of membership, Regular and Sponsor.
(a) Regular Membership.
Regular membership is available to those aged 18 and older who fully support ACC's emphasis on health and education, ethical behavior by all members, and keeping the Coton de Tuléar as a Rare Breed dog. Regular members have ready access to the knowledge base of ACC, may register their Cotons with ACC, participate in discussion groups and serve on committees to further the purpose of the club.
(b) Sponsor Membership.
Sponsor membership is available to those age 18 and older who fulfill all the requirements set forth by the Club for its Code of Ethics Breeders. Sponsor members participate in the governance of the club and may nominate and vote for members of the Board of Directors when called upon.
Section 3.02. Eligibility for Membership
Prospective members shall apply for membership on a form approved by the Board of Directors. Applicants must agree to honor the Bylaws, the Code of Ethics, and the rules of the American Coton Club, Inc. All applications are subject to board approval.
Section 3.03. Dues
The Board of Directors shall set the annual membership dues and shall review the fee amount annually. Annual dues are for fiscal year January 1 ending on December 31. Prospective members shall submit annual dues payment at the time of application. Annual dues may be prorated at the discretion of the Board.
Section 3.04. Voting
Sponsor members have the right to:
· Vote for Directors and approve changes to the Articles or Bylaws of the corporation;
· Vote for a dissolution of the corporation; and
· Approve a sale of substantially all of the corporation’s assets.
In order to vote, Sponsor Members must be current in all dues and other charges incurred for the fiscal year.
Section 3.05. Notice of Meetings Involving Membership Action
Whenever members are required or permitted to take any action at a corporate meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than 20 days before the meeting. Such notice shall state the place, date and time of the meeting. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members.
Section 3.06. Quorum for Sponsor Membership Action
One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting requiring sponsor membership action.
Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the corporation.
Approval by written ballot pursuant to this section 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.
Section 3.07. Election Inspectors
In advance of any meeting of members the board may appoint inspectors of election to act at the meeting. If inspectors of election are not appointed, or if any persons appointed fail to appear or refuse to act, the chairman of any meeting of members may, and on the request of any member or a member's proxy shall, appoint inspectors of election 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. In the case of any action by written ballot, the board may similarly appoint inspectors of election to act with powers and duties as set forth in this section.
The inspectors of election shall determine the number of memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive 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 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 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.
Section 3.08. Resignation of Membership
A member may resign from membership at any time. However, the resigning member remains obligated for charges incurred, services or benefits actually rendered, dues, assessments or fees, arising from contract or otherwise.
Section 3.09. Expiration of Membership
All members are responsible for maintaining their status as a member in good standing as set forth in the Bylaws of this organization. Membership shall be considered to expire if dues are not received by February 15 of the current renewal year.
Section 3.10. Termination of Membership
Notice shall be provided prior to termination of any membership rights as follows:
(a) Members will be given 15 days prior notice of the expulsion, suspension or termination of a membership and the reasons therefore.
(b) Members will be provided with an opportunity to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or body authorized to decide that the proposed expulsion, termination or suspension not take place.
(c) Notice may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last address of the member shown on the corporation’s records.
(d) A member who is expelled or suspended or whose membership is terminated shall be liable for any charges incurred, services or benefits actually rendered, dues, assessments or fees incurred before the expulsion, suspension or termination or arising from contract or otherwise.
(e) Any action challenging an expulsion, suspension or termination, including any claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension or termination.
No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except in accordance with this section.
Section 4.01. Number
American Coton Club shall have no fewer than nine (9) and no more than twelve (12) directors, as determined by resolution of the Board of Directors, and collectively they shall be known as the Board of Directors.
Section 4.02. Qualifications
Directors shall be at least 18 years of age and reside in the Americas. An effort shall be made to recruit Board members who can represent various viewpoints within the breed including conformation, agility, obedience trials, breed rescue activities, or who are involved in promoting and/or using Cotons de Tuléar in pet-assisted therapy.
Section 4.03. Powers
The activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Section 4.04. Duties
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(c) Approve and evaluate programs, set policy and approve the annual budget of the corporation;
(d) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(e) Meet at such times and places as required by these Bylaws;
(f) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Section 4.05. Term of Office
Each director shall hold office until his or her successor is elected and qualifies.
Section 4.06. Compensation
Directors shall serve without compensation. They may be allowed reasonable advancement or reimbursement of out of pocket expenses incurred in the performance of their duties.
Section 4.07. Place of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.
Members of the board may participate in a meeting through use of conference telephone, electronic video screen communication, the Internet, or other communications equipment.
Participation in a meeting through use of conference telephone or Internet pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another or are online.
Participation in a meeting through use of electronic video screen communication or other communications equipment, other than conference telephone, constitutes presence in person at that meeting if all of the following apply:
(a) Each member participating in the meeting can communicate with all of the other members concurrently.
(b) Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
(c) The corporation adopts and implements some means of verifying both of the following:
(i) A person participating in the meeting is a director or other person entitled to participate in the board meeting.
(ii) All actions of, or votes by, the board are taken or cast only by the directors and not by persons who are not directors.
Section 4.08. Annual Meeting
An annual meeting of the Club shall be held at a time and location to be selected by the Board. This meeting may be an electronic online meeting via the Internet open to all members if so desired. The Secretary shall mail written notice of the annual meeting to the membership at least 30 days prior to the date of the meeting. At the annual meeting, directors shall be elected by the regular members. The full Board shall be then select who among them shall serve as officers of the corporation.
Voting for the election of Directors shall be by secret written ballot. Each Sponsor Member shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected to serve on the board.
Section 4.09. Regular Meetings
Regular meetings of Directors shall be held quarterly on the second Thursday of the following months: January, April, July, and October or as otherwise specified. Meetings will be held at 5:30 pm PST, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.
Section 4.10. Special Meetings
Special meetings of the Board of Directors may be called by the President of the Board, the Vice President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
Section 4.11. Notice of Meetings
The following provisions shall govern the giving of notice for meetings of the Board of Directors:
(a) Regular Meetings. No notice need be given of any regular meeting of the Board of Directors.
(b) Special Meetings. Special meetings of the board shall be held upon four days' notice by first-class mail or 48 hours' notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. In the case of notification by facsimile or electronic mail, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within twenty-four hours of the first transmission.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 4.12. Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors.
No business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 4.13. Majority Action as Board Action
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, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 4.14. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President of the Board, or, in his/her absence, by the Vice President or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his/her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be conducted in accordance with the most current edition of Robert’s Rules of Order.
Section 4.15. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any Director may resign effective upon giving written notice to the President or the Secretary of the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Vacancies on the board may be filled by action of the remaining members of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office for the unexpired term of the member that person was elected to replace, or until his or her successor is elected and qualifies.
Section 4.16. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
Section 4.17. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the state of California.
Section 4.18. Insurance for Corporate Agents
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
Section 5.01. Designation of Officers
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. One person may hold any two or more offices simultaneously except for the offices of President and Secretary. The corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Financial Officers and other such officers with such titles as may be determined from time to time by the Board of Directors.
Section 5.02. Qualifications
Officers will be chosen from among members of the Board of Directors.
Section 5.03. Election and Term of Office
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office at the pleasure of the Board of Directors, provided however, that the terms of any contract of employment which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation shall prevail and be given full effect.
Section 5.04. Removal and Resignation
Any officer may be removed, either with or without cause, at any time by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provision of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 5.05. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other that that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 5.06. Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. S/he shall perform all duties incident to his/her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, s/he shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.
Section 5.07. Duties of Vice President
In the absence of the President, or in the event of his/her inability or refusal to act, 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 the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these Bylaws or as may be prescribed by the Board of Directors.
Section 5.08. Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of the corporation’s Articles of Incorporation, Certificate of Incorporation, and these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
Exhibit at all reasonable times to any director of the corporation, or to his/her agent or attorney, on request therefore, the Bylaws, the membership book and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned to him/her from time to time by the Board of Directors.
Section 5.09. Duties of the Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation form any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his/her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his/her transactions as Chief Financial Officer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these Bylaws or which may be assigned to him/her from time to time by the Board of Directors.
Section 5.10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
Section 6.01. Executive Committee
The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of no fewer than three (3) individuals and may delegate to such Committee the powers and authority of the full Board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.
The Executive Committee is not empowered to alter Articles or Bylaws; appoint or remove directors, officers or committee members; adopt a plan of merger or consolidation; conduct any transaction involving all or most of the corporate property and assets; authorize voluntary dissolution or revoke resolution to dissolve; adopt a plan for distribution of assets; or change a board resolution. The full Board remains responsible for the actions of the committee.
The Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records and report the same to the board from time to time as the board may require.
Section 6.02. Other Standing Committees
The corporation shall have such other standing, or permanent, committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Section 6.03. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of the Bylaws.
Section 6.04. Ad Hoc Committees
The corporation may have ad hoc, or temporary, committees as may from time to time be designated by the President. Such committees shall be created for a defined purpose, and shall exist for a period not to exceed six months. At lease one member of the Board of Directors must serve on each ad hoc committee.
Section 7.01. Equal Opportunity
American Coton Club shall ensure equal opportunity of participation to qualified individuals regardless of race, national origin, sex, sexual preference, creed, marital status, age, or physical or sensory challenge.
Section 7.02. Policies and Practices
All policies and practices adopted by the Board of Directors for the governance of the corporation and the conduct of its business shall be maintained in a policy manual. The policy manual shall be maintained by the Secretary of the corporation.
Section 7.03. Execution of Instruments
The Board of Directors may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 7.04. Checks
All checks issued by the corporation for amounts in excess of an amount to be established from time to time by the Board of Directors shall bear two signatures, one of which shall be that of the President and the other that of the Chief Financial Officer or one or more directors who have been specifically designated by the Board of Directors to co-sign checks. Checks for amounts up to and including the designated amount may be signed by a single person who has been designated by the Board of Directors.
Section 7.05. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 7.06. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the nonprofit purposes of this corporation.
Corporate Records, Reports and Seal
Section 8.01. Maintenance of Corporate Records
The corporation shall keep at its principal office:
(a) Minutes of all meetings of directors, committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(c) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection at all reasonable times during office hours.
Section 8.02. Corporate Seal
The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 8.03. Directors’ Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws and provisions of law.
Section 8.04. Right to Copy and Make Extracts
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 8.05. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the limits set by law.
IRC 501(c)(3) Tax Exemption Provisions
Section 9.01. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation except as otherwise provided by Section 501(h) of the Internal Revenue Code, and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Section 9.02. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 9.03. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of California.
Amendment of Bylaws
Section 10.01. Amendment
These Bylaws may be altered, amended or repealed and new Bylaws adopted by approval of a majority of all of the members of the Board of Directors.
Construction and Terms
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation of American Coton Club filed with the office of the Secretary of State for the State of California and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.