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are consistent with law, with the Articles of Incorporation, and with these By-Laws; and fix
                their compensation (if any)  and require from them security for faithful performance of
                their duties.
                               2.     Change the principal office or the principal business office in
                California from one location to another; cause the corporation to be qualified to conduct
                its activities in any other state, territory, dependency, or country and conduct its activities
                within and outside California; and designate any place within or outside California for
                holding any meeting of members.
                              3.      Adopt and use a corporate seal; prescribe the forms of membership
                certificates; and alter the forms of the seal and certificates.
                              4.      Borrow money and incur indebtedness on behalf of the corporation
                and cause to be executed and delivered for the corporation's purposes, in the corporate
                name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
                hypothecations, and other evidences of debt and securities.


                Section 2. Number of Directors
                       The Board of Directors shall consist of 20 elected members, all of whom shall be
                members of the Society.  The immediate past president shall serve ex-officio as a member
                of th~ Board.  If that person is not otherwise a director, the Board will be increased to 21
                members.

                Section 3. Term of Directors
                       A.     The term of each Director shall be two years, beginning at the time of the
                annual general membership meeting, at which time ten will be elected each year.

                       B.     The immediate past president shall be an ex-officio member of the Board
                for one year following his/her term.

                      , C.     Each director shall be limited to three consecutive two-year terms.
                Following such six years of service, a former director will be eligible again for election after
                a year's leave of absence, except for the immediate past president who may serve a seventh
                (7th) year as ex-officio member of the Board before taking one year's leave of absence.

                Section 4.  Nomination and Election of Directors
                       A.     The Nominating Committee shall prepare a slate of names equal to the
                number of vacancies on the Board, and will present the slate at the November membership
                meeting.  At the November meeting only other nominations may be made from the floor,
                or received in writing.  If the nominee is present at the meeting, he has given his written
                permission for his name to be submitted into nomination and he has at least one sponsor,
                his name may be added to the list of nominees to be presented to the general membership
                at the election the following January.  If the proposed nominee is not present at the
                November meeting, his name may also be added to the list of nominees only if  the
                nomination is in writing, signed by five sponsors, and contains his written permission for his
                name to be submitted into nomination.  The nomination must include a biographical
                sketch, and the written permission of the nominee.
                       B.     The members will be notified of the names in nomination not later than 30
                days prior to the annual membership meeting.


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