BY LAWS OF COASTAL FLIERS, INCORPORATED
The name of the Corporation shall be Coastal Fliers, Incorporated.
ARTICLE I. OFFICES
Section 1.01 The principal office of the Corporation for its transaction of business is located at 6540 Federal Boulevard, Lemon Grove, CA 91945.
Change of Address
Section 1.02 The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another in California. Any such change shall be noted by the Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.
ARTICLE II. MEMBERS
Classification and Qualification of Members
Section 2.01. The Corporation shall have three (3) classes of members as follows: Regular, Associate and Student Member.
A Regular Member is defined as a person who has purchased a full membership share in the Corporation. The terms Regular Member and shareholder, as used in this document, are synonymous.
An Associate Member is defined as a person who is an immediate family member of a Regular Member. A Student Member is defined as a person who will pursue a program of flight training using the Corporation’s aircraft and instruction provided by Regular Members. Such members must submit an application and be approved by a majority of the Board of Directors. Associate and Student Members are then subject to the Bylaws and such dues and fees as established for that class of membership by the Board of Directors. Associate and Student Members are not shareholders and do not have voting privileges. The Regular Member sponsoring such an Associate Member is responsible for the financial obligations of the Associate Member. A Student Member may be required to provide a guarantor for their financial obligations suitable to the Board of Directors. After Student Members earn their pilot certificate, they must convert their memberships to Regular or Associate to continue to operate Corporate aircraft.
No member shall convey, transfer, assign or hypothecate his or her membership.
Eligibility for Membership
Section 2.02. Any person, as defined in Section 5065 of the Corporation Code is eligible to a member of the Corporation.
Admission to Membership
Section 2.03. Any person, as defined in Section 5065 of the Corporation Code, qualified and eligible for membership under Section 2.01 and Section 2.02 of these Bylaws, respectively, shall be admitted to membership only on the approval of the Board of Directors of an application submitted by such person in such form and in such manner as shall be prescribed by the Board of Directors, and on the payment of the price of one membership share, as specified in Section 2.04 of these Bylaws, and the first monthly dues, as specified in Section 2.05 of these Bylaws.
Section 2.04. There shall be fees charged for, and payable with, the application for membership as payment for one Regular membership share or one Student membership. The amount of these fees shall be determined by the Board of Directors.
Section 2.05. The monthly dues payable the Corporation by Regular Members shall be in such amounts as shall be determined by recommendation of the Board of Directors and approved by a majority vote of the members present at a meeting pursuant to Section 3.04. Dues shall be payable for the first month on admission to membership and monthly thereafter at such time or times as may be fixed by the Board of Directors. A Regular Member, on learning of the amount of dues determined by the Board of Directors, and the time or times of payment fixed by the Board of Directors, may avoid liability for the dues by promptly resigning their membership, except where the member is, by contract, or otherwise, liable for the dues.
Section 2.06. Regular Members shall be subject to assessment for capitol contributions to enable the Corporation to acquire assets. Assessments shall be recommended by the Board of Directors and approved by a majority vote of members present at a meeting pursuant to Section 3.04. Assessments shall be made payable at such times, or intervals, and on such notice, as prescribed by the Board of Directors. Any Regular Member, on learning of an assessment, may avoid liability for it by promptly resigning their membership, providing that the member is not otherwise liable for the assessment by contract.
Section 2.07. The Corporation shall keep, in written form, membership records containing the name, address and class of each member. These records shall also contain the fact of termination and the date on which such membership ceased. These records shall be kept at such other place designated by the Board of Directors and shall be subject to the rights of inspection required by law as set forth in Section 2.08 of these Bylaws. A member’s records shall be retained for a minimum of seven (7) years after the termination of that member.
Inspection Right of Member
Section 2.08(a). Subject to the Corporation’s right to set aside a demand for inspection pursuant to Section 8331 of the Corporation Code and the power of the court to limit inspection right pursuant to Section 8332 of the Corporation Code, and unless the Corporation provides a reasonable alternative as permitted by Section 2.08(c) of these Bylaws, a member satisfying the qualifications set forth hereinafter may do either or both of the following:
(1) Inspect and copy the record of all member’s names, addresses and voting rights at reasonable times on five (5) business days’ prior written demand on the Corporation which shall state the purpose for which the inspection is requested, or
(2) obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of the Directors, as of the most recent record date for which it has been compiled or as of the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.
Members Permitted to Exercise Rights of Inspection
Section 2.08(b) The rights of inspection set forth in Section 2.08(a) of these Bylaws may be exercised by the following:
(1) Any member, for a purpose reasonably related to such person’s interest as a member, and,
(2) The authorized number of members for a purpose reasonably related to the members’ interest as members.
Alternative Method of Achieving Purpose
Section 2.08(c) The Corporation may, within ten (10) business days after receiving a demand pursuant to Section 2.08(a) of these Bylaws, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to, or a copy or, the membership list. An alternative method which reasonably, and in a timely manner, accomplishes the proper purpose set forth in a demand made pursuant to Section 2.08(a) of these Bylaws shall be deemed reasonable, unless within a reasonable time after acceptance of the offer, the Corporation fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Corporation does not meet the purpose of the demand made pursuant to Section 2.08(a) of these Bylaws.
Certificates of Membership
Section 2.09. The Board of Directors of the Corporation shall provide for the issuance of certificates evidencing membership in the Corporation. The certificates issued by the Corporation shall state on the certificate that the “Corporation is a nonprofit mutual benefit corporation which may not make distributions to its members except on dissolution”.
Liability of Members
Section 2.10. A member of the Corporation shall not, solely because of such membership, be personally liable for the debts of liabilities of the Corporation.
Transferability of Membership
Section 2.11. Neither the membership in the Corporation nor any rights in the membership may be transferred for value or otherwise.
Termination of Membership
(1) The voluntary resignation of a members with notice as prescribed by Section 2.13(b) of the Bylaws;
(2) Where a membership is issued for a period of time, the expiration of such period of time;
(3) The death of a member;
(4) The dissolution of the Corporation by its members;
(5) The non-payment of dues or assessments, subject to the limitations set forth in Section 2.12(c) of these Bylaws;
(6) An established violation of the operating rules for the Corporation aircraft. In the case of an established violation of the operating rules for the Corporation an action must be taken by a majority vote of the Board of Directors. Such revocation shall not release the member from any existing financial obligation to the Corporation, nor does it preclude the Corporation from bringing any legal action for damages against such member;
(7) Behavior or actions that bring discredit on the Corporation, or statements of a libelous or slanderous nature directed at the Corporation members, not in the best interests of the Corporation. In this revocation, action must be taken by a unanimous vote of the Board of Directors;
(8) The membership of an Associate Member will terminate for any of the causes listed in parts (1) through (7) of this section of upon the termination of the sponsoring member, whichever occurs first.
Resignation by Giving Notice
Section 2.12(a) The membership of any member of the Corporation shall automatically terminate on such member’s written request for such termination delivered to the President or the Secretary of the Corporation personally or deposited in the United States first class mail.
Nonpayment of Dues or Assessments
Section 2.12(b). The membership of any member who fails to pay his or her dues or assessments when due, and within thirty (30) days thereafter, shall automatically terminate at the end of a sixty (60) day period, providing such member was given a written notice fifteen (15) days prior to the end of the sixty day period stating the reasons for the termination and a timely opportunity to be heard on the matter of termination. The notice shall be given personally to such member or sent by first class mail to the last address of such member as shown on the records of the Corporation. The opportunity to be heard may, at the election of such member, be oral or in writing and shall occur not less than five (5) days before the effective date of the termination. The hearing shall be conducted at the Principal place of the Corporation. The hearing shall be presided over by the President of the Corporation, who shall perform the following duties:
(1) Read the charges against the member;
(2) Require that the charges be verified by the testimony of the persons making them;
(3) Hear any other witness against the subject member;
(4) Allow the subject member to cross examine each witness following the testimony of that witness;
(5) Allow the subject member to make a statement in his or her behalf;
(6) Allow the subject member to call witnesses in his or her behalf, and;
(7) Allow the members of the committee conducting the hearing to question the witnesses after they have been questioned by the subject member
The committee conducting the hearing shall do so in good faith and in a fair and reasonable manner. The committee shall have the exclusive power and authority to decide the matter an order the termination, or to refrain from ordering the termination.
Effect of Termination
Section 2.12(c). All rights of a member in the Corporation and in its property shall cease on the termination of such member’s membership. Termination shall not relieve the member form any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
Post Termination Procedure
Section 2.13. Upon the termination of membership for whatever reason, the affected member shall deliver up for cancellation, the share certificate and other property of the Corporation. The Board of Directors shall then determine the amount of reimbursement due that member, as effected by any outstanding obligation to the Corporation owed by that member. The Board of Directors shall thereafter refund any balance to said member.
ARTICLE III. MEETINGS OF MEMBERS
Section 3.01. Meetings of members shall be held at a location within the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 3.02. The members shall meet annually for the purpose of transacting business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 4.03 of these Bylaws. If the election of Directors shall not occur at any such meeting of the members, or without a meeting by written ballot pursuant to Section 3.11 of these Bylaws, the Board of Directors shall, or five percent (5%) of the members may, cause the election of Directors to be held as it is reasonably possible after the adjournment of the regular meeting of members.
Special and Monthly Meetings
Section 3.03. Special meetings of members shall be called and held by the Board of Directors at such location as is determined in Section 3.01 of these Bylaws for regular meeting of members. Five percent (5%) or more of the member of the Corporation may call special meetings for any lawful purpose.
Monthly meetings will be held at such times as the Board of Directors may so schedule and shall be reserved for reports by officers and committees, comments and discussions by officers and members, presentations on safety and operating procedures, and the like.
Section 3.04. Written notice of every special and annual meeting of members shall be either personally delivered or delivered via e-mail or mailed by postage prepaid first class United States mail, not less than fifteen (15) nor more than forty-five (45) days prior to the meeting date, to each member entitled to vote on the record date for notice.
In the event that notice is given by mail or other means of written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Corporation or at the address given by the member to the Corporation for the purpose of notice. Where no such address appears or is given, notice shall be given at the principal office of the Corporation. The Secretary of the Corporation, or any transfer agent specially designated by the Secretary for the purpose herein mentioned, shall execute an affidavit of the giving of the notice of the meeting of members. In the case of a specially called meeting of members, notice that a meeting will be held at a time requested by the person or persons calling the meeting, in not less than thirty-five (35) nor more than ninety (90) days after receipt of the written request from such person or persons by the Chairman of the Board of the Corporation, shall be sent to the members forthwith and in any event within twenty (20) days after the request was received.
No meeting of members may be adjourned more than forty-five (45) days. If a meeting is adjourned to another time or location, and thereafter a new record date is determined for notice or voting, a notice of the adjourned meeting shall be given to each member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.
Contents of Notice
Section 3.05. The notice shall state the date, time and location of the meeting. The notice of any meeting at which the Directors are to elected shall include the names of all those who are nominees at the time the notice is given to the members.
Waivers, Consents and Approval
Section 3.06. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though it were held at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents and approvals shall be filed with the Corporate records.
Section 3.07. A quorum at any meeting of members shall consist of one third of the then existing regular members. For purposes of this bylaw, “voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote on the occurrence of some condition or event which has not yet occurred.
Loss of Quorum
Section 3.08. 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 such action taken, other than adjournment, is approved by at least a majority of regular members required to constitute a quorum.
Adjournment for Lack of a Quorum
Section 3.09. In the absence of a quorum, any meeting of members may be adjourned from time to time by vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted except as provided in Section 3.08 of these Bylaws.
Voting of Membership
Section 3.10(a). Each Regular Member is entitled to one vote on each matter submitted to a vote of the members.
Record Date of Membership
Section 3.10(b). The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of and vote at any meeting of members. Such former record date shall not be more than ninety (90) nor less than fifteen (15) days before the date of the meeting. Such latter record date shall not be more than sixty (60) days before the date of the meeting. The Board of Directors shall also 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. Such record date shall not be more then sixty (60) days prior to such other action.
Section 3.10(c). Regular Members entitle to vote, as set forth in Section 3.10(a) of these Bylaws, shall have the right to vote either in person or by written proxy executed by such person or his or her duly authorized agent and filed with the Secretary of the Corporation, except as otherwise expressly provided in these Bylaws, provided, however, that a proxy shall not be valid after the expiration of eleven (11) months from the date thereof unless provided in the proxy. The maximum term of any proxy shall be three (3) years from the date of its execution. Every proxy shall continue in full force and effect until revoked in writing by the person executing it prior to the vote pursuant thereto.
Conduct of Meeting
Section 3.11(a). The President of the Corporation or, in his or her absence, any other person chosen by a majority of the voting members present in person or by proxy shall be Chairman and preside over the meeting of the members.
Secretary of Meetings
Section 3.11(b). The Secretary of the Corporation shall act as the secretary of all meetings of members, provided that in his or her absence the Chairman of the meetings of members shall appoint another person to act as secretary of the meetings.
Rules of Order
Section 3.11(c). The Robert’s Rules of order, as may be amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent or in conflict with these Bylaws, the Articles of Incorporation of this Corporation or the law.
Inspectors of Election
Section 3.12(a). In advance of any meeting of members, the Board of Directors may appoint inspectors of elections to act at the meeting and any adjournment thereof. If the 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 may, and on request of any member or member’s proxy must, appoint inspectors of election at the meeting. There shall be three (3) inspectors.
Section 3.12(b). The inspectors of election shall perform the following duties:
(1) Determine the number of voting memberships outstanding and the voting power of each, the number of represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;
(2) Receive votes, ballots or consents;
(3) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(4) Count and tabulate all votes and consents;
(5) Determine when the polls shall close;
(6) Determine the results, and;
(7) Do such acts as may be proper to conduct the election or vote with fairness to all members.
Vote of Inspectors
Section 3.12(c). The decision, act or certificates of majority is effective in all respects as the decision, act or certificate of all.
Report and Certificate
Section 3.12(d). On request of the Chairman or any member of member’s proxy the inspectors of election shall make a report in writing concerning the performance of their duties and execute a certification of any fact found by them. Any report or certificate made b the inspectors of elections shall be prima facie evidence of the facts therein.
ARTICLE IV. DIRECTORS
Section 4.01. The Corporation shall have seven (7) Directors. Collectively, the Directors shall be known as the Board of Directors. Said Board of Directors shall have the authority to make and enforce reasonable rules and regulations for the operation of aircraft belonging to or used by the Corporation, for conduct of Corporation activities and other matters affecting the safe, efficient and business-like management of Corporation affairs.
Section 4.02. The Directors of the Corporation shall reside in the state of California and shall be members of the Corporation.
Terms of Office
Section 4.03. The term of office for each Director will be for a period of one (1) years or until the next annual meeting as prescribed in Section 3.02 of these Bylaws and until the Director’s successor is elected and qualifies under these Bylaws. In the event a Director is removed at a special meeting of the members called and held as prescribed by the Bylaws, the Director shall hold office until his or her removal and his or her successor is elected and qualified, and no longer.
Section 4.04. Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated by the method of nomination authorized by the Board of Directors or by any other method authorized by law.
Section 4.05. The positions of Directors whose term will expire shall be elected at each annual meeting as prescribed in Section 3.02 of these Bylaws. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet qualifications required by Section 4.02 of these Bylaws. The President of the Corporation will be elected by a vote of the membership.
Section 4.06. The Directors shall serve without compensation.
Call of Meetings
Section 4.07(a). Meetings of the Board of Directors may be called by the Chairman of the Board of Directors (President of Vice President) or the Secretary or any two (2) Directors.
Section 4.07(b). All meetings of the Board of Directors shall be held at the principal office of the Corporation as specified in Section 1.01 of these Bylaws or as changed from time to time as provided in Section 1.02 of these Bylaws.
Regular Meeting Time
Section 4.07(c). Regular meetings of the Board of Directors shall be held at a minimum every three months (3) at such time and location as the Board of Directors may direct.
Section 4.07(d). Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the Vice President or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days notice by first class mail, postage prepaid, or on forty-eight (48) hours notice delivered personally or by telephone or telegraph. Notice of the special meetings need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents and approvals shall be filed with the Corporate records or made a part of the minutes of the meetings.
Section 4.07(e). A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business, except as hereinafter provided.
Transactions of the Board of Directors
Section 4.07(f). Except as otherwise provided in the Articles, in these Bylaws, or by law, 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, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action is approved by at least a majority of the required quorum for such meeting.
Conduct of Meetings
Section 4.07(g). The Chairman of he Board of Directors or, in his absence, any Director selected by the Directors present, shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary’s absence, any person appointed by the presiding officer, shall act as Secretary of the Board of Directors. Members of the Board of Directors may participate in the meeting through use of conference telephone or similar communication equipment, so long as all members participating in such meetings can hear one another. Such participation shall constitute personal presence at the meeting.
Section 4.07(h). A majority of the Directors present, whether a quorum or not, may adjourn any meeting to another time and location. If the meeting is adjourned for more than twenty-four (24) hour, notice of the adjournment to another time or location must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Action Without Notice
Section 4.08. 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 of Directors, individual or collectively, consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.
Removal of Directors
Removal for Cause
Section 4.09(a). The Board of Directors may declare vacant the office of a Director on the occurrence of any of the following events:
(1) The Director has been declared of unsound mind by a final order of court;
(2) The Director has been convicted of a felony, or;
(3) The Director has been found by a final order of judgment of any court to have breached duties imposed by Section 7238 of the Corporations Code on directors who perform functions with respect to assets held in charitable trust, or;
Removal Without Cause
Section 4.09(b). Any or all Directors may be removed without cause if, where the Corporation has fewer than fifty (50) members, such removal shall be approved by a majority of the members pursuant to Section 5033 of the Corporations Code, or, where the Corporation has more than fifty (50) members, such removal shall be approved by the members within the meaning of Section 5034 of the Corporations Code.
Resignation of Director
Section 4.10. Any Director may resign effective on giving written notice to the Chairman of the Board of Directors, the President, the Secretary, or the Board of Directors of the Corporation, 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.
Vacancies on the Board
Section 4.11(a). Vacancies on the Board of Directors shall exist on the death, resignation or removal of any Director, whenever the number of Directors authorized is increased, and on the failure of the members in any elections to elect the full number of Directors authorized.
Filling Vacancies by Members
Section 4.11(b). Except as otherwise provided in the Articles or these Bylaws and except for a vacancy created by the removal of a Director pursuant to Section 4.09 of these Bylaws, vacancies on the Board of Directors may be filled by approval of the Board of Directors, or, if the number of Directors then in office is less than a quorum, by
(1) the unanimous written consent of the Directors then in office;
(2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice as provided in Section 4.07 of these Bylaws, or;
(3) a sole remaining Director.
Vacancies filled by this section will be valid until the next annual meeting in which the unexpired term will be filled by an election of the members.
Filling Vacancies by Members
Section 4.11(c). Vacancies created by removal of Directors shall be filled only by approval of the members with the meaning of Section 5034 of the Corporations Code. The members may elect a Director at any time to fill any vacancy not filled by the Directors.
ARTICLE V. OFFICERS
Number and Titles
Section 5.01. The officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, Safety and Training Officer, and Operations Officer. The Chairman shall be the President of the Board of Directors and is the Chief Executive officer of the Corporation.
Appointment and Resignation
Section 5.02. The Officers shall be chosen by and serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under the contract of employment. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Duties of Officers
Section 5.03 The President shall be the presiding officer at all corporate meetings. The Vice President shall substitute for the President in his or her absence. The Secretary shall arrange for the taking and keeping of corporate minutes, correspondence and other written records of the Corporation. The Treasurer shall be responsible for the maintenance of the accounts; for collecting all funds due to the Corporation, for depositing such funds in a financial institution approved by the Board of Directors and for the safekeeping of the money of the Corporation. The Safety and Training Officer shall be responsible for determining and promulgating standards for the training of members and safe use of membership aircraft and other equipment. The Operations Officers shall be responsible for the maintenance, airworthiness and scheduling of Corporation aircraft and equipment.
ARTICLE VI. CORPORATION RECORDS, REPORTS AND SEAL
Section 6.01. The Corporation shall keep adequate and correct records of account and minutes o the proceedings of its members, Board of Directors and committees of the Board of Directors. The Corporation shall also keep a record of its members giving their names and addresses and the class of membership held by each member. The minutes shall be kept in written form. Other books and records shall be kept either in written form or in any form capable of being converted into written form.
Section 6.02. The Corporation shall notify each member yearly of the member’s rights to receive a financial report pursuant to the Corporations Code Section 8321(a). On the written request of a member, the Board of Directors shall promptly cause the most recent Annual Report to be sent to the requesting member. The Annual Report shall be prepared not later than one hundred twenty (120) days after the close of the Corporations fiscal year. The Annual Report shall contain, in appropriate detail, the following:
(1) A balance sheet as of the end of the fiscal year and income statement and statement of changes in financial position for such year;
(2) A statement of the location of the names and addresses of the current members, and;
(3) Any information concerning certain transactions and indemnifications required by the Corporation Code 8322.
The Annual Report shall be accompanied by any report thereon of independent accountants or, if there is not such a report, certification of any authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
Annual Statement of Certain Transactions and Indemnifications
Section 6.03. The Corporation shall furnish annually to its members a statement of any transaction or indemnification described in Corporation Code 8322 (d) and (e), if such transactions or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 6.02 of these Bylaws.
Section 6.04. The Board of Directors shall adopt a corporate seal which shall be un the form and design of a circle bearing the inscription “Coastal Fliers, Inc., incorporated 1988”. The Secretary of the Corporation shall be custodian of the seal and my affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of the instrument.
Section 6.05. With the exception of normal recurring billings, any expenditure of more than two hundred fifty ($250) dollars shall require the approval of two members of the Board of Directors.
Sale of Corporate Assets
Section 6.06. Assets of the Corporation shall be disposed of only after approval of the Board of Directors.
CERTIFICATE OF THE SECRETARY OF COASTAL FLIERS, INC.
A California Nonprofit Corporation
I herby certify that I am the duly elected Secretary of said Corporation and that foregoing Bylaws, comprising sixteen (16) pages, constitute the Bylaws of said Corporation as duly adopted at the special meeting of the Corporation thereof held March 11, 2010.
Dated: March 11, 2010_______ ____/s/___________________
Charles I. Zigelman, Secretary
Revised 3/2012, Coastal Fliers, Inc.