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Bylaws of Aqualink Water Systems A California Nonprofit Public Benefit Corporation
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| General
Provisions.
Incorporation. Aqualink Water Systems was incorporated as a California Nonprofit Public Benefit Corporation by Articles of Incorporation (hereinafter, "Articles") filed with the Secretary of State on December 29, 1989. In these Bylaws, the corporation is referred to as "Aqualink." Principle Office. The principle office of Aqualink is at 11263 Explorer Road. La Mesa, CA. 91941. Purpose. The purpose of Aqualink is stated in the Articles: "to provide community development assistance to villages in Baja California, Mexico, with primary emphasis on potable water systems." The following policies are included within this purpose: (a) to help villages in Baja California, Mexico, to develop potable water and waste water systems; (b) to provide related community development assistance to such villages as requested; (c) to conduct these activities on the principle of "help to self help," that is, on a partnership basis, involving the talents and resources of affected villages to the largest extent possible, with the ultimate goal of making the assistance of Aqualink unnecessary; (d) to provide such assistance through technical, administrative, financial, material and labor contributions to supplement local efforts; (e) to train local villagers in the operation and maintenance of the new systems; (f) to educate and/or orient residents north of the border as to the needs and circumstances encountered in the Baja villages; (g) to coordinate the efforts of Aqualink with those of other charitable organizations; (h) to conduct fundraising activities to provide resources to fulfill the above purposes; and (i) to comply with all applicable, local, state and federal laws in the execution of all activities. Members. Aqualink shall make no provision for members . Pursuant to Section 5310(b) of the California Nonprofit Public Benefit Corporation Law, any action which would otherwise require approval of the members shall require only the approval of the Board of Directors. Fiscal Year. The fiscal year of the corporation shall begin on July 1 and end on June 30 of each year.
Number, Appointment and Term. Aqualink shall be governed by a Board of Directors (hereinafter, the "Board"). The number of Directors shall be determined by the Board and may be changed as deemed appropriate by the Board, but shall not be less than two nor more than thirty. New Directors shall be appointed by the Board and shall serve until death, removal by action of the Board, or resignation. Any director who is absent from three or more consecutive meetings, unless any such absence is excused by the Board for good cause, shall forfeit their position as director. Each director shall keep the President advised of his or her current address and telephone number, which the President shall maintain at the corporation's principle office above. A director may resign effective upon written notice to the Board, the President or the Secretary, of such notice may provide that the resignation is effective at a later time. No director may resign if the corporation would be left without a director, except upon notice to the Attorney General. Powers and Duties. The Board shall exercise the corporate powers of Aqualink, shall generally govern its affairs, and in particular shall: (a) Except as otherwise provided in these Bylaws or the Articles, appoint and remove, employ and discharge, and prescribe the duties and compensation, if any, of officers, agents and employees of Aqualink; (b) Supervise all officers, agents and employees of Aqualink to assure that their duties are performed properly; (c) Conduct meetings as required by these Bylaws; (d) Except as otherwise provided in these Bylaws, approve any contract or other legal instrument which would bind the corporations or render it liable monetarily; such document shall be without legal effect unless it is approved by the Board of Directors; (the Board may designate any officer to sign such document, indicating the Board's approval; if the Board should fail to so designate an officer, the President shall sign the document); and (e) Perform all other duties imposed upon the Board by law, by the Articles or by these Bylaws; Compensation. Directors shall serve without compensation and shall not be compensated for rendering services to the corporation in any other capacity, except that, upon approval of the Board, they may be paid (either as advancement or reimbursement) for actual and necessary expenses incurred in performing their duties. (a) Quorum and Action. A majority of the number of Directors which the Board of Directors has currently authorized, either personally present together or in direct communication via teleconference, shall be required for a quorum for a meeting of the Board. No act shall be considered the action of the Board unless taken at such a meeting and passed by the affirmative vote of a majority of the authorized number of Directors, or approved by the unanimous written consent of all Directors. (b) Regular Meetings. The Board shall conduct Regular Meetings quarterly, on the last Tuesday of March, June, September and December of each year. Such Regular Meetings will be held at 6:00 p.m. at the principle office filed with the Secretary of State. The location of the Regular Meeting may be moved, by action of the Board taken at the immediately preceding meeting, or by determination by the President. Such change in location of a Regular Meeting shall only be effective if notice of Special Meetings, below. (c) Special Meetings. A Special Meeting of the Board of Directors may be called either by the Board, by action taken at a validly conducted Regular Meeting, or by the President at any time. Notice of all such Special Meetings set by the Board or the President, containing the date, time and location, shall be given to each Director, either in person, by telephone communication, or in writing addressed to each Director at the latest address on file at the corporation's principal office. Personal or telephoned notice shall be provided at least 48 hours prior to the meeting, or mailed notice shall be deposited in the U.S. mail, first class, at least five days prior to the meeting. (d) Cure of Defective Notice. Any failure to provide notice of a meeting as required by paragraph (b) or (c) above, shall not affect the validity of any action taken by the Board of Directors at the meeting, provided that each Director either: (1) is present at the meeting at which such action is taken and does not protest, before or at the commencement of the meeting, the lack of notice to him or her, or (2) signs a written waiver of notice of such meeting. Indemnity and Insurance. If a director is made a party to a judicial, administrative, or investigative proceeding by virtue of being a director or officer of Aqualink, he or she shall be indemnified for actual and reasonable costs and expenses to the extent of the existing financial resources of Aqualink, and to the extent permitted by Corporations Code Section 5238. The Board may purchase such insurance as it deems appropriate for potential liability of the Corporation, its directors and officers.
Creation and Appointment. Aqualink shall have a President , a Secretary and a Treasurer, and such other offices as the Board may from time to time create as it deems appropriate. Persons who are directors of the corporation shall be appointed to said offices by the Board and shall hold office until death, removal (with or without cause) by action of the Board, or resignation. An officer may resign effective upon written notice to the Board, the President or the Secretary, or such notice may provide that the resignation is effective at a later time. Resignation as a Director shall cause simultaneous resignation of any office. All officers shall serve without compensation. President. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board: (a) supervise and control the affairs of the corporations and its officers; (b) call, provide notice of and preside at meetings of the Board; (c) sign in the name of the corporation any contracts or other official documents as authorized by the Board; (d) maintain at the principal office of the corporation an up-to-date copy of the Articles, these Bylaws, any contract entered into by the corporation, any official document executed by the directors and officers of the corporation; and (e) perform all other duties incident to that office as specified in the Articles, these Bylaws or by law. Secretary. The Secretary shall be the administrative and clerical officer of the corporation and shall, subject to the control of the Board: (a) make accurate minutes of each Board meeting, recording the time and date thereof names of directors present, a summary of discussion and a statement of any action taken; (b) provide any director with a copy of any minutes of Board meetings in the Secretary's possession; and (c) perform all other duties incident to that office as specified in the Articles, these Bylaws or by law. Treasurer. The Treasurer shall be the chief financial officer of the corporation and shall, subject to the control of the Board: (a) have charge and custody of, and be responsible for, all funds of the corporation, and deposit all such funds in the name of the corporation in banks, credit unions or other depositories approved by the Board; (b) receive, and give receipt for, monies due and payable or donated to the corporation from any source; (c) disburse funds of the corporation as directed by the Board; (d) maintain adequate and correct books and records of account of the corporation's assets, liabilities, receipts, disbursements and transactions; (e) make said books of account and financial records available for inspection at all reasonable times to any director; (f) not later than 120 days after the close of the corporation's fiscal year, prepare and distribute to all directors an annual report containing the matters required by Section 6321 of the Corporations Code; and (g) perform all other duties incident to that office as specified in the Articles, these Bylaws or by law.
THESE BYLAWS ARE ADOPTED and may only be amended by action of the Board of Directors taken at an official meeting held pursuant to these Bylaws.
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ARTICLE
1. General Provisions SECTION
1 SECTION 5 SECTION 1
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