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FOASC By-Laws

These by-laws for the Association were drafted in 1978 when the association was initially created. The current board has revised the by-laws incorporating the needs to meet the current challenges and to keep the organization transparent and accountable to its members. The revised by-laws will replace these bylaws once approved by 2/3 majority of members.
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BY-LAWS OF

7 ELEVEN FRANCHISE OWNERS ASSOCIATION

OF SOUTHERN CALIFORNIA

AN UNINCORPORATED ASSOCIATION

ARTICLE 1. OFFICES

Section 1.01. The principal office of the Association shall be the address of the then current President of the Association.

Section 1.02. The Association may also have offices at such other places, within or without the State of California where it is qualified to do business, as its business may require and as Board of Directors may from time to time by resolution designate.

ARTICLE 2. MEMBERS

Section 2.01. The Association shall have one (1) class of members only, and the membership, voting, and other rights, interests, and privileges of each member shall be equal.

Section 2.02. To be eligible for Association Membership, an applicant shall be the record holder of a franchise for a “7-Eleven Store” issued by THE SOUTHLAND CORPORATION or the spouse of such record holder if the spouse is not also a record holder.

Section 2.03. Qualified persons shall be admitted to membership on making application therefore. The application shall be on such form as shall be prescribed from time to time by the Board of Directors. The applicant shall accept the By-Laws as written and will agree to abide by them.

Section 2.04. (a) There shall be an initial fee for making application for membership in the Association in an amount to be established by the Board of Directors on an annual basis to commence on the first day of the new calendar year.

(b) In addition, all members shall pay annual dues in such amount as shall be recommended from time to time by resolution of the Board of Directors of the Association and approved by a majority of the members of the Association. The initial fee of each member shall be payable and submitted in full with his application for membership. Future dues shall be payable on a monthly basis.

(c) Membership in the Association is subject to assessments. The amount of each levy and the method of collection shall be fixed from time to time by vote or written consent of a majority of the members of the Association and not otherwise.

(d) Dues and assessments paid to the Association become the property of the Association and any severable or individual interest of any member therein terminates on such payment.

Section 2.05. (a) The membership of any member of the Association shall automatically terminate (1) on his written request for such to termination delivered to the President or Secretary of the Association personally or by United States certified mail, such membership to terminate when the request is received; or (2) on his death, or on the death of a member-spouse if that spouse is a record holder of a franchise, provided, however, that such termination shall not relieve the member of his estate, in the event of termination by death, of the obligation to pay any dues, assessments, or other charges theretofore, accrued and unpaid. Nor shall a member who voluntarily terminates his membership receive any refund on dues, initial fee, or assessments. Spouses of deceased members shall be provisional members pending approval of new franchise contract per terms of existing membership prior to death of spouse.

(b) The membership of any member who fails to pay his dues or assessments when they become due and within thirty (30) days thereafter shall automatically terminate at the end of such thirty (30)-day period, provided he was given written. notice delivered to him personally or by United States mail within ten (10) days before the due date that such dues or assessments were due and payable as of said due date. In the event that such written notice is not given as herein required, then such membership shall automatically terminate for non-payment of dues or assessments only if they are not fully paid within thirty (30) days after such written notice if eventually given and delivered to the member in person or deposited in the United States mail, postage prepaid, and sent to him at his address as it appears on the books of the Association.

(c) All rights and interests of a member in the Association shall cease upon termination of membership as herein provided.

(d) Any member whose membership is terminated as provided in this section whose termination has lasted for one year or longer other than by death, may have his membership reinstated but only on the condition that he pay a new initiation fee in the sum to be set by the Board of Directors and that he be otherwise eligible for membership in the Association and on such other terms as the Board of Directors may deem appropriate by filing a written request therefore with the President or Secretary of the Association or with. the Board of Directors and on approval of the request by .a majority of members of the Board of Directors present at the meeting at which the request is considered, provided that such request shall not be considered at any meeting at which a quorum is not present.

Section 2.06.

(a) The Board of Directors is authorized, as herein provided, to reprimand either privately or publicly, suspend from membership for a period of not more than one (1) year, or to both reprimand and suspend or expel from membership any member of this Association for good cause, but said suspension or expulsion may be imposed only on the vote of a majority of the members present at a duly held meeting.

(b). “Good cause,” as used in this section, means:

(i) Any conduct that brings the Association into public dispute or violates the purposes for which this Association is formed;

(ii) Any wilful failure or refusal to abide by the Articles of Association, By-laws, or Rules of this Association;

(iii) Any wilful failure or refusal to pay any assessment levied pursuant to the provisions of this Article.

(c) Definitions.

(i) A “private reproval” is a reproval in letter form, signed by the President of the Association, and sent to the subject by certified or registered mail, return receipt requested. A copy of the letter and the return receipt shall be filed with the minutes of the Association meeting imposing discipline.

(ii) A “public reproval” is the same as a private reproval except that in addition to sending a letter to the subject member and filing a copy thereof, together with the return receipt, with the minutes of the Association meeting imposing discipline, a copy of the letter is read to the membership at the next following regular meeting at which a quorum is present.

(iii) A “suspension” requires compliance with Subparagraph (ii) hereof and in addition all voting and other rights of the member during the term of his suspension are terminated, provided, however, that such member shall not be relieved of any liability for payment of dues or assessments falling due or levied during the period of his suspension.

(iv) An “expulsion” requires compliance with Subparagraph (ii) hereof and in addition thereto the membership of the member in this Association is immediately and conclusively terminated, provided, however, that such member shall not be relieved of any liability for the payment of dues and assessments accruing prior to the hearing on the charges against him as herein provided.

(d) Procedure.

(i) Proceedings against a subject member may be initiated only by vote of a majority of the members of the Association by which resolution initiating disciplinary proceedings is adapted.

(ii) On adoption of the resolution or on receipt of the petition, as the case may be, the President, or if he is unable or refuses to act, the Vice-President shall schedule the matter to be heard by the Board of Directors at the next regular or special meeting held not less than twenty (20) days after the date the resolution is adopted or the petition is received, as the case may be. The Secretary, or other person appointed by the President for the purpose, shall deliver at least ten (10) days prior to the date of the hearing a copy of the resolution or petition, together with a notice of the time and place of the hearing, to the subject member either in person or by United States mail addressed to him at his address as it appears on the books of the Association. Should the person whose duty it is to serve the notice fail or refuse to do so, such copy and notice may be delivered as herein provided by any officer of the Association, and in such event the matter shall be heard at the next regular or special meeting of Directors at which a quorum is present held not less than ten (10) days after the copy and notice are personally delivered or deposited in the United States mail. If a quorum fails to attend such meeting, the matter shall be heard at the next succeeding regular or special meeting, provided, however, that if a quorum fails to attend such next succeeding regular or special meeting the matter against the subject member shall be dismissed. Such dismissal shall be automatic and final, except that the alleged conduct of the subject member giving rise to the proceeding may be considered in any subsequent proceeding under this section based on future alleged misconduct.

(iii) Notwithstanding any other provision in these By-laws, notice of the meeting at which the hearing is first scheduled or subsequently scheduled shall be given to all Directors as required by these By-laws for special meetings of Directors.

(iv) The hearing shall be informal and the rules of evidence and rules of judicial procedure need not be observed. The hearing shall be presided over by the President of the Association who shall (1) read the charges against the subject member; (2) require that the charges be verified by the testimony of the person or persons making them; (3) hear any other witnesses against the subject member; (4) allow the subject member to cross-examine each witness; (5) allow the subject member to make a statement in his own behalf; (6) allow the subject member to call witnesses in his own behalf; (7) allow the Officers present, when and as recognized by the chair, and subject to the control of the chair, to question witnesses; and (8) rule on the admission and exclusion of evidence and on questions of hearing procedure.

(v) After the hearing has closed, the Directors shall vote on whether to impose discipline or dismiss the matter. If they vote to impose discipline but cannot agree on the nature and extent thereof, the discipline shall be a private reproval as herein, provided. The vote imposing discipline or dismissing the matter shall in either event be final.

(e) An expelled member shall not be eligible for readmission to the Association prior to the expiration of one year from the date of his expulsion.

(f) All rights of the subject member in the Association or in its property shall cease on his expulsion.

Section 2.07. The Association shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the manner of termination and the date on which such membership ceased. Such book shall be kept at the Association’s principal office or the secretary’s office and shall be available  for inspection by any member of the Association during regular business hours.

Section 2.08. Membership in this Association is non-transferable and non-assignable.

Section 2.09. All records of this Association shall be open to inspection on the written demand of any member to the Board of Directors at any reasonable time for a purpose reasonably related to his interests as such.

ARTICLE 3. MEETINGS OF MEMBERS

Section 3.01. Meetings of members shall be held at the principal office of the Association or at such other place as may be designated from time to time by the officers.

Section 3.02. Members shall meet quarterly on a date selected by the Board of Directors. Officers shall be nominated, at the regular meeting held in November of each year and elected at the regular meeting held in November of each year and shall take office on January 1 of the following year and the term of office will run until December 31 of the same year.

Section 3.03. Special meetings of members shall be called by the President or by any five (5) Directors or by resolution or written consent of ten (10) percent of the members of the Association and held at such times and places within the State of California as may be ordered by resolution of the Board of Directors or of not less than ten (10) percent of the members of the Association.

Section 3.04. Written notice of the time and place of meeting shall be delivered personally to each member or sent to him by United States mail, postage prepaid, or by telegram, at least ten (10) days prior to such meeting, provided, however, that notice of all regular meetings held at the Association’s principal office, other than the meeting at which Officers are elected and Directors appointed, is hereby dispensed with. If sent by mail or telegram, the notice shall be addressed to the member at his address as shown on the books of the Association and shall be deemed given at the time it is deposited in the mail or delivered to the telegraph company. Notwithstanding the foregoing provision dispensing with notice of regular meetings, no action shall be taken on any of the following proposals at any regular meeting unless written notice of the general nature of the business or proposal has been given as in the case of a special meeting: (a) a proposal to sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of the property or assets of the Association; (b) any proposal relating to the real property of the Association; (c) any proposal of the Association to incure any indebtedness in excess of the sum of $1,000.00; (d) any proposal to incorporate; (e) any proposal to amend the Articles of Association of this Association; or (f) any proposal to wind up and dissolve the Association.

Section 3.05. Notice of meetings of members not hereby dispensed with shall specify the place, the day, and the hour of the meeting and, in the case of special meetings, the general nature of the business to be transacted.

Section 3.06. The transactions of any meeting of members, however called and noticed, are as valid as though they had a meeting duly held after regular call and notice, if a quorum, as hereinafter defined, is present.

Section 3.07. A quorum shall consist of ten percent of the number of members who are listed in the membership book of the Association who are members in good standing.

Section 3.08. In the absence of a quorum, no business shall be transacted and the only motion which the chair shall entertain is a motion to adjourn, provided, however, that by vote of a majority of the members present, the meeting may be continued to a new time. If adjourned for less than thirty (30 days) no written notice of the adjourned meeting need be given but the Secretary shall attempt to give telephonic notice to the members of said time.

Section 3.09. The members present at a duly scheduled or noticed meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of members to leave less than ten percent of the membership.

Section 3.10. Voting shall be by roll call voice-vote, provided, however, that election of Officers shall be by secret ballot. Each member shall be entitled to one (1) vote; provided, however, that if a husband and wife are both members of this Association because of their co-ownership of a franchise, or any dual franchise, then they shall be entitled to one vote per paying membership as designated on the application for membership.

Members entitled to vote shall have the right to vote either in person or by written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Association, subject to the following requirements: the proxy must be in written form, signed by the member or his authorized agent and must bear the store identification stamp of the member’s 7-Eleven store. Any person except an employee of The Southland Corporation, may be the proxy holder. No member shall be entitled to vote by proxy at two (2) consecutive meetings; rather the proxy shall be valid at the first meeting but not at the next consecutive regular or special meeting. A new proxy must be executed for each meeting at which it is to be voted in accordance with the terms hereof.

Section 3.11.

(a) Meetings of members shall be presided over by the President of the Association or, in his absence, by the Vice-President, or, in the absence of both, by a chairman chosen by a majority of the members present. The Secretary of the Association shall act as Secretary of all meetings of members, provided that in his absence the presiding officer shall appoint another person to act as Secretary of the meeting.

(b) Meetings shall be governed by Robert’s Rules of Order, and such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these By-laws, with the Articles of this Association, or with law.

Section 3.12. Except as otherwise set forth in the Articles of Association or these By-laws or otherwise required by law, all acts of the Association which may be undertaken by the members may be taken by a majority vote of the members present at any meeting, at which a quorum was present of the members of the Association, which was called and for which notice was given as provided for in these By-laws, provided, however, that the acts set forth in Section 3.04 above may only be taken by a vote or written proxy of a majority of the members of the Association.

ARTICLE 4. DIRECTORS

Section 4.01. Any members of this Association, in good standing, is qualified to be a director hereof.

Section 4.02. Directors shall be eligible for appointment without limitation on the number of terms they may serve provided they continue to meet the qualifications for office. Directors shall be appointed by the elected officers and approved by the Board.

Section 4.03. Directors shall serve from the time they are appointed until the next annual election of officials and until their successors assume said position on or after 1 January of each year.

Section 4.04. There shall be no more than three Directors, appointed by the elected officers and approved by the majority of the Board of Directors from each geographical district as such districts have been established by the Company   in the State of California. Each Director must be a member of this Association.

Section 4.05. It shall be the duty of the Directors:

(a) To perform any and all duties imposed on them collectively or individually by law, by the Articles of this Association or by these By-laws.

(b) To employ such agents and employees as may be authorized from time to time by the vote or written consent of the majority of the members of the Board of Directors.

(c) To supervise all Officers, agents, and employees of this Association to assure that their duties are properly performed.

(d) To register their addresses with the Secretary of the Association, and notices of meetings mailed to them at such address as shall be valid notices thereof.

(e) The primary function of the Directors shall be to analyse and recommend to the membership, policies, actions, and discussions to be held with the Company concerning the matters as stated in the purposes of the Articles of the Association. The Directors may undertake action to implement decisions made by the membership in accordance herewith and other actions incidental to their duties as Directors.

Section 4.06. Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in performance of their duties as Directors with the approval of the majority of the Directors; provided however, that they shall not be entitled to any expenses incurred in attending Directors’ meetings.

Section 4.07. The entire Board of Directors, or any individual Director, may be removed from office at any time by the vote of a majority of the members of the Association. If any or all Directors are so removed, new Directors may be appointed at the same meeting and they shall hold office for the remainder of the terms of the removed Directors. If new Directors are not appointed at such meeting, the vacancy or vacancies created by the removal shall be filled as provided in the next section hereof.

Section 4.08.

(a) Vacancies in the Board of Directors shall exist (1) on the death, resignation or removal of any Directors; (2) whenever the number of Directors authorized by the Articles is increased by an amendment to the Articles; and (3) on failure of the Board of Directors to appoint the full number of Directors authorized.

(b) The Board of Directors may declare vacant the office of a Director (1) if he is declared of unsound mind by an order of the Court, or finally convicted of a felony; or (2) if within thirty (30) days after notice of his appointment he does not accept the office either in writing or by attending a meeting of the Board of Directors; or, (3) he has consistently not attended the meetings of the Board of Directors (c) Vacancies caused by the death, resignation or disability of a Director or Directors or by his or their removal as provided in these By-laws, or by an amendment of the Articles increasing the number of Directors authorized, shall be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director.

(d) A majority of the members of the Association may appoint a Director at any time to fill any vacancy not filled by the Directors provided in paragraph (c) of this section. Should the offices of the Directors become vacant and there is consequently no Director to fill vacancies, vacancies shall be filled by a majority of the members present at a regular or special meeting of members called for that purpose, provided a quorum is present.

(e) Persons appointed to fill vacancies as in this section provided, shall hold office for the unexpired terms of their predecessors, or until their removal or resignation as in these By-laws provided.

Section 4.09.

(a) Meetings shall be held at the principal office of the Association unless provided otherwise by the Board.

(b) The Board shall meet regularly on the second Tuesday of each month at 5:00 p.m. or such other time as the Board may designate unless such day falls on a legal holiday in which event the regular meeting for that month shall be held at the same hour and place on the next succeeding day or shall be held at such time and place as may be designated by resolution by the Board of Directors.

(c) Special meetings of the Board may be called by the President, or if he is absent or is unable or refuses to act, by the Vice-President or by any five Directors, and such meetings shall be held at the place designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the Association.

(d) Written notice of the time and place of special meetings shall be delivered personally to each Director or sent to him by United States Mail, postage prepaid, or by telegram, at least seven days prior to such meeting, provided however, that notice of all regular meetings is hereby dispensed with. If sent by mail or telegram, the notice shall be addressed to the Director at his address as shown on the books of the Association and shall be deemed given at the time it is deposited in the mail or delivered to the telegraph company.

(e) The transactions of any meeting of the Board however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the Association’s records.

(f) Fifty percent of the Directors, or any five Directors, then in office at any one time shall constitute a quorum for the transaction of business. In the absence of a quorum no business shall be transacted, and the only motion which the chair shall entertain is a motion to adjourn, provided however, that a majority of Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

(g) Meetings of Directors shall be presided over by the President of the Association, or in his absence, by the Vice-President, or in the absence of both, by a chairman chosen by a majority of the Directors present. The Secretary of the Association, or in his absence any Director appointed by the presiding officer, shall act as Secretary of the Board of Directors.

(h) Meetings of Directors shall be governed by Roberts’ Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these By-laws, with the Articles of the Association, or with law.

(i) Every act or decision done or made by a majority of the Directors present at the meeting duly held at which a quorum is present, is the act of the Board of Directors, and hence of the Association, unless the Articles or these By-laws require a greater number or otherwise provide.

ARTICLE 5. OFFICERS

Section 5.01. The officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer, and a Sergeant-at-Arms. The Association may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may from time to time appoint.

Section 5.02. Any member in good standing of this Association is qualified to be an officer hereof.

Section 5.03. The President, Vice-President, Secretary, and Treasurer shall be elected by the vote of a majority of the members of the Association present and voting at the regular meeting of members held in November of each year provided that a quorum is present, or if no quorum is present, at the next succeeding regular or special meeting at which a quorum is present, or by any other reasonable means approved by a two-thirds vote of the members of the Association present at any regular or special meeting of the Association, but the initial election of the Association may be held immediately on the execution of these articles. The Sergeantat-Arms shall be appointed by the President and approved by the Directors at a duly held board meeting. The officers shall be nominated at the regular meeting for the month of October as is provided in Section 3.02 above, except the initial election of officers of this Association may be held immediately on the execution of these articles. The officers shall take office at the first regular meeting of members held in January of each year.

Section 5.04. The first officer shall serve until the election of their successors as provided in Section 5.03. Subsequent officers shall serve from January 1 to December 31, or until their successors are elected. The officers shall automatically also be Directors of the Association and need not comply with the district representation requirements of Directors as set forth in Section 4.04.

Section 5.05. Officers shall serve without compensation except that they shall be entitled to be paid their actual and necessary verified expenses incurred in performance of their duties as officers with the approval of the majority of Directors; provided, however, they shall not be entitled to any expenses in attending Directors’ meetings.

Section 5.0.6. Any or all officers may be removed from office at any time by the vote or written consent of a majority of the members of the Association. In the case of the removal of any officer, a new officer shall be elected to serve the unexpired portion of the term of his predecessor at the meeting at which the officer is removed.

Section 5.07.

(a) Vacancies in the office of President, Vice-President, Secretary, or Treasurer or Sergeant-at-Arms shall exist on the death, resignation, or removal of such officer or on the failure of the members (or the Board as to the Sergeant-at Arms) in any election to fill the office.

(b) The members may declare vacant the office of President, Vice-President, Secretary, or Treasurer if any such officer is declared of unsound mind by order of court, is convicted of a felony by verdict or judgment, or if, within fifteen (15) days after notice of his election, he does not accept the office in writing or by attending a meeting of the members of the Association.

(c) Vacancies caused by death, resignation, or disability of an officer as in this section provided, shall be filled by the members at the next regular or special meeting at which a quorum is present following the vacancy.

(d) Officers elected to fill vacancies as in this section provided shall hold office for the unexpired terms of their predecessors, or until their removal or resignation as in these By-laws provided.

Section 5.08. The President shall be the chief executive officer of the Association and shall in general, subject to the control of the members, supervise and control the affairs of the Association. He shall perform all duties incident to his office and such other duties as may be required by laws, by the Articles of the Association, or by these By-laws, or which may be assigned to him from time to time by the members.

Section 5.09. In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of President, and when so acting shall have all the powers of, and be subject to all the restrictions on the President. He shall have such other powers and perform such other duties as may be prescribed by law, by the Articles of this Association, or by these By-laws, or which may be assigned to him from time to time.

Section 5.10. The Secretary shall:

(a) Certify and keep at the principal office of the Association the original, or a copy, of its By-laws as amended or otherwise altered to date, and keep at said office the original, or a copy, of the Articles as amended to date.

(b) Keep at the principal office of the Association a book of minutes of all meetings of members, recording therein the time and place of holding, whether regular or special, and if special, how authorized, notice thereof given, the number of members present at members’ meeting, and the proceedings thereof.

(c) See that all notices are duly given in accordance with the provisions of these By-laws or as may be required by law.

(d) Be custodian of the records of the Association.

(e) Keep at the principal office of the Association a membership book containing the name and address of each member, and, in the case where membership has been terminated, record such fact in the book, together with the manner of termination and the date on which the membership ceased.

(f) Exhibit at all reasonable times to any elected officer or Director of the Association, or to his agent or attorney, on request therefor, the Articles, the By-laws, the membership book, and the minutes of the proceedings of members’ meetings.

(g) Exhibit at all reasonable times to any member, on the condition that a majority of the membership approves by its vote of such demand, or to his agent or attorney, on written demand therefor for a purpose reasonably related to the interests of such member, the Articles, the By-laws and the minutes of members’ meetings, and he shall exhibit said records at any time when required by the demand of a majority or more of the voting members at a regularly scheduled meeting.

(h) 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 this Association, or by these By-laws, or which may be assigned to him from time to time by the members.

Section 5.11. Subject to the provisions of Article 9 of these By-laws, the Treasurer shall:

(a) Have charge and custody of, and be responsible for, all funds and securities of the Association in such banks, trust companies, or other depositaries as shall be selected by the Board of Directors.

(b) Receive, and give receipt for, moneys due and payable to the Association from any source whatever.

(c) Disburse or cause to be disbursed the funds of the Association as may be directed by the Directors, taking proper vouchers for such disbursements.

(d) Keep and maintain adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

(e) Exhibit at all reasonable times the books of account and financial records to any officer of the Association, or to his agent or attorney, on request therefor.

(f) Exhibit at all reasonable times to any members, his agent, or attorney, on written demand therefor for a purpose reasonable related to the interests of such member, the books of account and financial records of the Association, and shall exhibit said records at any time when required by the demand of a majority or more of the voting members at a regularly scheduled meeting.

(g) Render to the President and Directors whenever he or they request it, an account of any or all of his transactions as Treasurer and of the financial condition of the Association.

(h) Prepare, or cause to be prepared, the financial statements to be included in the annual report to members after having attained approval thereof of the Board of Directors.

(i) If required by the Directors, give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine, the premium for such bond being a proper charge to the Association.

(j) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of this Association, or by these by-laws, or which may be assigned to him from time to time by the members.

Section 5.12. The Sergeant-at-Arms shall be appointed by the President and approved by the Directors at a duly held board meeting for a one-year term, shall attend all meetings of members and it shall be his duty to maintain order at all such meetings and to determine the existence of a quorum.. He shall perform such other duties as may be assigned to him from time to time by the members.

ARTICLE 6. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

Section 6.01. The Directors, except as otherwise expressly provided in the Articles of this Association or in these By-laws, may by resolution authorize any officer or agent of the Association to enter into any contract and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances, provided, only that such contract or delivery is expressly authorized by the Articles or By-laws and approved by the vote of a majority of the Directors of the Association.

Section 6.02. Except as otherwise specifically determined by resolution of the Directors, as provided in Section 6.01, or as otherwise required by law, by the Articles of this Association, or by these By-laws, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Association shall be signed by the Treasurer or Assistant Treasurer and counter-signed by the President of the Association.

Section 6.03. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositaries as the Board of Directors may select.

ARTICLE 7. INSURANCE

Section 7.01. Every officer and Director of the Association is required, prior to taking office, to obtain a policy of automobile liability insurance naming the Association as an additional insured in minimum amounts of $100,000 for injury to any person and $300,000 for injury per each occurrence and $25,000 for damage to property. Said officers and Directors shall present a certificate of such insurance coverage to the Secretary of the Association and said insurance shall remain in force during each of said officer’s and Directors’ term of office.

ARTICLE 8. BY-LAWS

Section 8.01. These By-laws shall become effective on their being signed by the Directors or on their adoption by the vote of a majority of the members of this Association, and they may be amended or repealed, in whole or in part, and new By-laws adopted by the vote of a majority of the members of the Association, provided, however, that Articles shall only be amended or repealed by vote or written consent of two-thirds (2/3) majority of the members of the Association.

Section 8.02. The original, or a copy, of the By-laws, as amended or otherwise altered to date, certified by the Secretary of the Association, shall be recorded and kept in a book which shall be kept in the principal office of the Association, or the Secretary’s office, and such book shall be open to inspection by the at all reasonable times during office hours.

ARTICLE 9. REPORTS, FISCAL YEAR, INSIGNIA AND SEAL

Section 9.01. The outgoing officers and Directors shall cause a written annual report, including a financial statement, to be prepared and submitted to the members in January of each year. The report, shall summarize the Association’s activities for the preceding year, and activities projected for the forthcoming year, including a. statement of projected expenses for the forthcoming year; the financial statement shall consist of a balance sheet as of the close of business of the. Association’s fiscal year, contain a summary of receipts and disbursements, be prepared in such manner and form as is sanctioned by sound accounting practices, and be attested to as accurate by the Treasurer and the Board of Directors.

Section 9.02. The fiscal year of the Association shall be from January through December 31.

Section 9.03. The Board of Directors may adopt, use, alter, or cancel, an Association insignia or seal, or both, and by rule shall prescribe the time, manner, and place in which such insignia may be worn or used, which seal shall be in the custody of the Secretary.

ARTICLE 10.  CONSTRUCTION

Section 10.01. As used in these By-laws:

(a) The present tense includes the past and future tenses, and the future tense includes the present.

(b) The masculine gender includes the feminine and neuter.

(c) The singular number includes the plural, and the plural number includes the singular.

(d) The word “shall” is mandatory and the word “may” is permissive.

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