A California Corporation

ARTICLE I

Name and Object

Section 1.
Name and Place of Business:
This Corporation’s name is “THE EXECUTIVES’ ASSOCIATION OF SAN DIEGO.” The principal office for the transaction of this Corporation’s business affairs and activities is the County of San Diego.

Section 2.
Objectives and Purposes:
The Corporation shall secure and exchange business information for the benefit of its members, promote the business of the members; devise and carry out plans and campaigns that will increase the business of the members, and to do all lawful things to attain those objectives and purposes.

ARTICLE II

Standard of Membership and Code of Conduct

Section 1.
Standard of Membership and Code of Conduct :

The Executives Association is a group of the finest business men and women in the San Diego area. To that end the members are expected to at all time conduct themselves in a manner worthy of their membership in the organization.

Members are expected to promote, to the best of their ability, good feelings between individual members, thereby advancing the welfare and business of each. All dealings with members of the organization or the business leads they provide must be legal, fair to all involved, and of the highest business ethics. Members shall transact all business referred by a fellow member in a manner that reflects positively upon the fellow member and the Corporation.

Members shall strive at all times to furnish quality merchandise and service commensurate in value to the purchase. No member may solicit funds from any other member without the prior written approval of the Board of Directors. All members shall maintain good financial relationships with vendors to their companies, whether among the Corporation’s members or outside the Corporation. No member may at any time solicit business or engage in craft talks or promotion covered by another member’s classification at any meeting of the Corporation.

Section 2.
Termination of Membership for Reasons Other than Non-Payment of Dues:
Any membership may be terminated (1) if the business conduct or practices of the member are determined to be contrary to the objectives or purposes of the Corporation or prejudicial to the best interests of the Corporation or (2) the member has violated any of the duties and responsibilities set forth in the Corporation’s Bylaws, policies, rules or operating procedures and such violation is reasonably likely to endanger or impair the reputation or goodwill of the Corporation and its members, or (3) the member has conducted itself in a manner inconsistent with the principles of trade under which the member is classified or inconsistent with the code of ethics of a profession applicable to such member’s classification. Termination for violation of this code of conduct shall occur only pursuant to the procedures set forth in Article III, Section 15 of these By-Laws.

ARTICLE III

Membership and Classification

Section 1.
Kinds of Membership:
There shall be ACTIVE members, and there may be HONORARY, ASSOCIATE and EMERITUS members.

Section 2.
Active Members:
Any person of good character, or firm or other entity, in the County of San Diego or vicinity, of good standing, there engaged in a business or profession is eligible for membership. Active Membership shall be limited to a person, partnership, corporation, limited liability company, limited liability partnership or other entity owning a business or profession. Each member shall designate its representative in the Corporation, provided that the Board of Directors shall first approve such representative. A representative of a member may be replaced by a member with the consent of not less than 75% of the Board of Directors. Notice of such change in representative shall be published for two succeeding weeks in the Corporation bulletin. If no representative of a member satisfactory to the Board is proposed within 60 days, the membership shall be deemed terminated. There shall be only one member for each business or professional classification established by this Corporation. Sixty percent of each member’s gross business shall be the minimum required for obtaining and retaining a classification. Any new classification must not conflict with the business defined within the classification of an existing member company in the Corporation. Each member company shall be assigned a classification by the Board of Directors which shall describe and identify the specific business, trade or profession. The assigned classification shall be exclusive to this member company as long as it remains an active member and continues this business activity at the minimum required level of 60% of their total business activity. A proposed new member shall verify that the assigned classification title represents at least 60% of their total business activity. The Board of Directors shall have the exclusive power to establish and amend the classification of memberships from time to time.

Section 3.
Honorary Members:
Any former member retiring from business who has been an active member for a substantial period of time and who has rendered outstanding service to the Corporation is eligible for honorary membership. It shall require the approval of the Board of Directors and the subsequent approval of three-fourths of the active membership to elect an honorary member. Such an honorary membership may be terminated at any time by a three-fourths vote of the Board of Directors. No person shall be elected an honorary member, nor having been elected retain an honorary membership should such member become actively engaged or interested in any business. The Board of Directors shall determine when an honorary membership shall so terminate.

Section 4.
Associate Members:
An Associate group may be established. Its members shall be called Associates. The members thereof shall be employees or members of the firm of active members, each active member having the right to appoint one, two or three such Associates. Such Associate group shall elect its own Board and Officers and operate under its own by-laws approved by the Board of The Executives’ Association of San Diego.

Section 5.
Emeritus Member:
Any former representative or Associate of an Active member firm, which representative or associate has been such for a substantial period of time and has rendered outstanding service to the Corporation may, upon written request of the Active member firm, approval by the Board of Directors, and approval by three-fourths of the active membership, be named an Emeritus member. An Emeritus Membership shall terminate upon written request of the Active member firm, or upon a vote of three-fourths of the active membership, or upon determination by the Board of Directors that the Emeritus member has become actively engaged in a business other than that of the Active member firm.

Section 6.
Transfer of Membership:
No membership is transferable. Any active member retaining the same classification who may change within one category or from one category to the other as to individual, partnership or corporate form of organization shall retain its membership and such classification. Notice of such change of form of organization shall be furnished to the Board of Directors. In case of the sale of an individual business, or of the principal interest of a partnership or of a corporation, the membership shall be automatically cancelled unless and until the new ownership is accepted by this Corporation’s Board of Directors in accordance with Article III, Section 9; in which case no initiation fees shall be assessed. The Board of Directors shall determine what constitutes the sale of a principal interest.

Section 7.
Assessments:
No assessment shall be levied against any membership.

Section 8.
Procurement of Members:
A proposal for membership shall be made to the Board of Directors by any member on a form approved by the Board. If the Board elects to further consider the proposal it shall refer it to the Membership Committee for that Committee’s report. After considering the Membership Committee’s report, if such proposal is approved by a 90% vote of the Board of Directors present at the time the matter is acted upon at a meeting at which a quorum of the Board of Directors is present, such proposed member’s name shall be circulated amongst the active members in the two succeeding weeks’ Corporation bulletins advising of such proposal for membership and that any objections to such proposal shall be filed in writing, within two weeks thereafter with the Corporation Secretary and referred to the Board for evaluation. Such objection(s) shall set forth the reasons for the objection(s) in reasonable detail so as to allow the Board the opportunity to evaluate any and all objections to a proposed member. The Board may, by a 90% vote of the Board at which a quorum is present, elect to override the objection(s) and accept the application. If the Board elects to do so the objector or objectors, as the case may be, shall appear before the Board at a general or special meeting thereof not to exceed two months after the placing of such application in the Corporation’s Bulletin at which meeting such application and objection or objections will be considered. If the objector or objectors fail to personally appear, such written objection or objections shall be considered null and void by a 90% vote of the Board present at such meeting at which a quorum is present. Upon such approval of a proposed member, the proposed member shall be solicited for the membership in such manner and by such person as the Board of Directors may direct. Thereafter and upon presentation of an application by the proposed member and accompanied by membership fee to the Corporation, the President shall issue a membership card and said membership thereby established. Membership dues will commence with the first of the month next succeeding such establishment of membership.

Section 9.
Change in Classification and Change in Ownership: 
Change in Classification:
A change of classification by an active member automatically terminates such classification holder’s membership. Subject to the provisions of Article III, Section 2 of these By-Laws, the Board of Directors may revise a member’s classification upon a vote of not less than 75% of the Board at a meeting at which a quorum is present if it does not significantly alter the intention of the classification, and does not impinge upon any other member’s classification.

Change in Ownership:
The Board of Directors shall review the membership of any member whose ownership changes or whose business activity changes so that one or more other classifications may be involved. In such an instance, the Board of Directors, in its discretion, may terminate the membership of that member in the Corporation and such classification shall be deemed open until filled in accordance with the provisions of these By-Laws. No appeal of this decision is allowed to the Board of Directors or to the Association’s membership.

Section 10.
Resignation:
Any member may resign by written notice to the Board of Directors.

Section 11.
Duties of Members:
Meeting attendance, making and holding concentrations and lead sending are recognized as primary requirements to make the Corporation effective and profitable for its members. Any active member who shall be absent without prior notice to the Corporation office from four (4) successive meetings or from 50 percent (50%) of the meetings during either half of the Association’s year, or four (4) successive concentrations or from fifty percent (50%) of the concentrations during either half of such year, or shall fail to hold a concentration once in two and one-half years, shall stand suspended and shall be so notified in writing by the Secretary. Such member upon making application for reinstatement to the Board of Directors may, by a two-thirds vote of the entire Board of Directors, be reinstated within thirty days. If such member is not reinstated within thirty days, such member’s membership shall be terminated and such member shall be so notified by the Secretary. An Associate may attend a regular Executive meeting as a representative of the Executive member for the purpose of attendance credit not exceeding one time in any calendar month. An Executive may attend a regular Associate meeting for the purpose of attendance credit not exceeding one time in any calendar month, provided the Executive meets the minimum requirements for attendance as set forth in this Section 11.

Section 12.
Delinquency:
Any member more than thirty days in arrears for dues shall be subject to termination of membership by the Board of Directors. No membership shall be terminated for nonpayment of dues until notice and hearing as provided in Section 14 following.

Section 13.
Bankruptcy or Dissolution of a Member:
If a member is dissolved, files a petition for bankruptcy, makes any assignment for the benefit of the creditors, takes advantage of any other insolvency act, is subject to a receiver appointed for the member or the member’s property, or otherwise ceases its business operations the member’s membership in the Corporation immediately terminates. The Board of Directors, without notice to or approval by the Corporation’s membership, may restore that member’s membership by an affirmative vote of not less than 75% of the Board present at a meeting at which a quorum is present.

Section 14.
Termination of Membership for Lack of Payment of Dues:
Before acting upon a proposal to terminate a membership for lack of payment of dues, except in the case of a voluntary resignation, the Board shall give thirty (30) days’ written notice to the member of a Board hearing on the matter, stating the time and place of the hearing, and inviting the member to attend the hearing and be heard on the matter. Termination of such membership for nonpayment of dues requires an affirmative vote of at least a majority of the Board of Directors. Upon such termination by the Board the Executive Director shall notify the terminated member of the termination. Such determination by the Board shall be final and binding on the member.

Section 15.
Termination of Membership for Other Reasons:
Termination of membership from the Corporation for any reason other than: (i) failure to maintain attendance and concentration requirements (Article III, Section 11) and (ii) delinquency (Article III, Section 12) requires an affirmative vote by at least 75% of the Board of Directors. The President or Executive Director of the Corporation may call a meeting to consider a member’s termination, by notice to every Board member and the member at least 72 hours before the meeting. The member is entitled to appear at this meeting and be heard. If the Board intends to terminate any membership for any reason other than attendance, concentration or delinquency reasons, the member shall be apprised in writing of the intent to terminate at least thirty (30) days prior to the date the termination becomes effective, and the member shall be afforded the opportunity to submit a written statement setting forth the reasons why the termination should not occur. Any notice of intent to terminate shall state the grounds for termination. The Board shall consider any written statement submitted by a member in determining whether to terminate its membership not less than five (5) days before the effective date of any termination. Any such termination of a membership shall become effective upon the action of the Board terminating the subject membership. Upon such termination by the Board the Executive Director shall notify the terminated member of the termination and its right to appeal the termination as set forth in Section 16. If the terminated member desires to appeal the decision of the Board it must notify the Executive Director of its intent to appeal within fifteen (15) days after notice of the termination by the Corporation. Notice by the Corporation shall be by first class certified mail, return receipt requested. Notice shall be deemed given on the date of mailing.

Section 16.
Appeal from Termination of Membership:
A member whose membership is terminated due to delinquency pursuant to Article III, Section 14 shall have no appeal rights under this Section 16. In all other termination cases, upon written notice to the then acting President of the Corporation from one who has received notice of membership termination for any other reason, the President shall provide notice to such member of two alternative dates and times for an appeal of such termination for any other reason to be heard. Such hearing may take place at either the next regularly scheduled meeting of the Board or at a special meeting called by the President. The notice of such hearing shall be given to the member at least ten (10) days in advance of the first potential hearing date and shall contain information regarding the member’s right to appear before the Board or a designated committee of the Board to argue his/her/its appeal, or to submit a written statement of his/her/its position. The member shall inform the Board of the desired date for the hearing within three (3) days of the date of the notice with respect to the hearing. If the member fails to respond to the notice within the specified time frame or if neither hearing date is acceptable to the member, then such member shall have no further right to appeal. Any director should abstain from voting on an application or termination for any other reason issue if he/she is a potential competitor of or has a possible conflict of interest with the person or business involved. In any appeal proceeding, a majority of the voting members shall determine the outcome, and their decision shall be final with no further right of appeal therefrom. If the Board votes to deny the appeal, the member shall be notified of such denial in writing. The Board may, at its discretion, make public disclosure of the action. No action by the Board shall preclude any subject of these procedures from applying for membership to the Corporation after a reasonable time.

Section 17.
Leaves of Absence:
Upon written application from a member, and upon a majority vote of a quorum of the board of Directors, a member may be granted a leave of absence for a period not exceeding six (6) months, during which period the member shall not be required to meet the duties set forth in Section 10 of this Article, and during which, dues shall be assessed at one-half the full amount then in effect. Leave of absence may be granted for illness, absence from the San Diego area, unusual work conditions or responsibilities, or other similar reasons rendering the member temporarily unable to fulfill the duties set forth in Section 11. No leave of absence may be granted to any member who stands suspended under Section 11 of this Article or who is liable for termination under Section 12 or Section 14 of this Article or Section 15 of this Article.

ARTICLE IV

Corporation Publication

Section 1.
There shall be an official publication of the Corporation issued regularly and containing matter required to be published to the members by these By-Laws and such other information as the Board of Directors may direct.

ARTICLE V

Organization

Section 1.
Governing Body:
A Board of Directors of twelve active members and the Associate President shall be the governing body of the corporation; except that when a President whose term as President and as a member of the Board ends at the same time, such member shall be a fourteenth Board member during the next President’s term. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors is increased or if the members fail, at any regular or special meeting of members at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting. Any director may resign effective upon giving written notice to the President, the Secretary or the Board. The resignation shall be effective when the notice is given 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 selected before such time to take office when the resignation becomes effective. Vacancies in the Board may be filled by (1) a majority vote of the Board, if a quorum remains in office, (2) the unanimous written consent of the remaining directors, (3) a majority of the remaining directors, though less than a quorum, at a properly held meeting of the remaining directors or (4) by a sole remaining director, and each director so elected shall hold office until the expiration of the term of the replaced director and until a successor has been elected and qualified. The members may elect a director at any time to fill any vacancy not filled by the directors. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

Quorum:
A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. All regular members of the Board, but not ex-officio, at-large, Emeritus and honorary members, shall be counted in determining whether a quorum is present. Every act or decision done or made by a majority of the quorum shall be regarded as the act of the Board, unless a greater number be required by law or by the Corporation’s Articles of Incorporation or by another provision of these By-Laws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at lest a majority of the required quorum for such meeting.

Standard of Conduct of Directors:
A director shall perform the duties of a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers or employees of the Corporation whom the director believes to be reliable and competent in the matters presented; (b) counsel, independent accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or (c) a committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence; so long as, in each such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

ARTICLE VI

Powers and Duties of Board of Directors

Section 1.
Rules, Dues and Fees:
The Board of Directors shall control and manage the Corporation property and funds, shall fix admission fees and membership dues, and may adopt, revoke, or amend rules pertaining to the business and purposes of the Corporation and consistent with its Articles of Incorporation and these By-Laws, provided that no change in the rules, fees or dues shall become effective until completion of the procedure set forth in Section 2 following.

Section 2.
Procedure for Approval:
All proposed changes in the rules, fees and dues shall be published in the Corporation publication the week next succeeding the adoption thereof by the Board. Each such change shall become effective two weeks after such publication unless written protest is filed with the Board by a member against any such change. If three or more protests are received to any such change, the Board by a vote of not less than 75% of the Board present at a meeting at which a quorum is present may make such change effective.

Section 3.
Committees:
The Board may appoint such committees as it deems necessary. The President shall be an ex-officio member of all committees. The President shall nominate and the Board of Directors approve, at the first regular meeting of the Board following the Corporation’s semiannual election meeting, the membership of the following named committees: Attendance, Concentration, Contact with Associates, Entertainment, Finance, Orientation, Leads, Membership, Program, Historian, Communications and such other committees as the Board may from time to time establish. The members of each such committee shall serve during the term of the President nominating them.

Section 4.
Special Board Meetings:
Special meetings of the Board may be called by the President or by three Directors. If requested by the President, the Board may also vote on matters by fax or email, but approval by such means requires unanimous approval of the Board.

Section 5.
Miscellaneous:
The Board shall meet regularly at least once each month at such time and place as it may from time to time determine. The employees of the Corporation shall serve at the pleasure of the Board. Minutes of meetings and accounts of the Board and financial statements of the Corporation shall be kept in permanent records and shall be available to any active member upon request. Any absent director’s written approval of Board minutes subsequent to the meeting shall have the same effect as though any such director were present at such meeting and voted in conformity with the majority of the Board. A majority of the Board shall constitute a quorum. Upon a majority vote of the Board a membership on the Board may be determined vacant in the case of any director who has absented themselves from Board meetings for three consecutive months without permission of the Board on grounds satisfactory to the Board being given therefore. During each term, the last preceding Board member serving as President shall have the particular responsibility of informing themselves concerning the personnel, equipment, and the functioning of the Corporation’s office, and reporting thereon to the Board at its monthly meetings, or otherwise as the Board may direct from time to time.

ARTICLE VII

Election of Directors and Officers

Section 1. 
Date:
Directors shall be elected semiannually on the last Monday of April and October, or the Monday of April or October deemed most appropriate by the Board of Directors, their terms to commence May 1 or November 1. Directors elected shall be installed at a time and place set by the Directors, no more than three weeks following the election. Directors shall continue in office until their successors’ terms commence.

Section 2.
Procedure for Nominating Directors:
Twenty-one days prior to the date of the election the Secretary shall mail a nomination ballot to each member. Such nomination ballot shall list the names of all members active and in good standing for the thirty days prior to such mailing, omitting the names of directors continuing in office beyond the date of the election. The form of the nomination ballot shall be approved by the Board. Each such nomination ballot shall bear the following instructions: 1. Eight (8) candidates shall be nominated by each member and any ballot nominating more or less than eight candidates will not be counted. 2. The ballots must be sealed in the envelope enclosed for that purpose and any ballot not delivered to the Secretary’s office personally or by mail by 5:00 p.m. of the 14th day after mailing of the ballots will not be counted. 3. Nomination ballots must not be signed or bear any mark of identification. Enclosed with each nomination ballot shall be a return-addressed, stamped envelope. All returned ballots shall be held in their condition at time of receipt by the Secretary and delivered to the Board upon demand at the next Board meeting. The Board shall meet as soon as practical after the 14th day after mailing of the ballots to canvass the nomination vote. The President shall certify the results thereof to the Secretary, who shall prepare a list of candidates in order of number of votes received. A committee appointed by the President shall request those receiving the eight highest numbers of votes on such list to accept or refuse the nomination in writing. After each refusal of nomination the member next highest on the list shall be requested to accept or refuse the nomination in writing. Ties shall be determined by lot by the President, the name or names losing thereby being placed next on the list. The eight candidates so determined shall be the nominees for the Board. An alphabetical list thereof shall be printed in the next succeeding Corporation publication.

Section 3.
Election of Directors:
The Board shall prepare ballots for the election of directors listing the candidates in alphabetical order. The ballots shall direct that four (4) candidates shall be voted for by each member and that any ballot voting for more or less than four (4) candidates will not be counted. Seven days prior to election the President shall appoint a committee of five judges, not officers, directors or candidates, who shall supervise the election. Polls shall open at 11:30 a.m. and close at 12:30 p.m. on election day. Voting shall be in person and shall be secret. The committee of judges shall canvass the votes at a meeting open to the members and certify the result thereof to the Secretary. The four candidates receiving the highest number of votes shall be declared elected to the Board of Directors by the committee of judges. Tie votes shall be determined by lot by the committee of judges.

Section 4.
Challenges:
Any active member in good standing may challenge the election of any candidate. Such challenge shall be determined by the committee of judges. Challenger or challengee may appeal to the Board of Directors then in office whose decision by a majority of the Board will be final.

Section 5.
Term of Office:
The four candidates elected to the Board of Directors shall hold office for eighteen months.

Section 6.
Election of Officers:
The new Board shall meet forthwith by direction of the President and shall elect a president, a secretary and a treasurer and such other officers it may deem necessary, from the Board’s members, except that the secretary and treasurer may be one and the same person who need not be a member of the Corporation. Election shall be by written secret ballot in a form approved by the Board. The results shall be certified to the Secretary and announced in the Corporation publication.

Section 7.
Notice of Nominations and Elections:
The Secretary shall give the members reasonable notice in writing of the following:

1. Time and place of elections.
2. List of candidates.
3. Closing date for ballot returns.
4. Result of nomination ballot.
5. Result of election of directors.
6. Result of election of officers.
7. Date of installation.

ARTICLE VIII

Meetings

Section 1.
Regular Meetings:
Members shall meet each Monday at an hour and place fixed by the Board. Meetings may be cancelled by a majority vote of the Board of Directors. A majority of active members in good standing shall constitute a quorum.

Section 2. 
Semiannual Meetings:
Within three weeks after each semiannual election of Directors, a members’ Installation Meeting shall be held at a time and place set by the Board of Directors.

Section 3.
Reports to Members:
At the first May and November regular meetings of members, the outgoing President shall make a term report to the members.

Section 4.
Special Meetings:
A special meeting of the members may be called at any time by the President and shall be called at any time on written request of three directors or ten members filed with the Secretary and briefly stating the purpose of the meeting. Notice of special meeting of the Corporation and of its Board of Directors shall be in writing and state the purpose of such meeting. No action beyond such stated purpose shall be taken therein.

Section 5.
Scope:
No business, motion or resolution discussed by the members at any regular or special meeting shall be adopted or become effective until submitted to the Board of Directors for its consideration and recommendation to members. Such matters shall be considered by the Board at its next regular meeting and the Board’s recommendation given to the members at the members’ next meeting.

Section 6.
Proxies:
There shall be no voting by proxy.

Section 7.
Rules of Order:
At all meetings of members of the Board and of its committees Robert’s Rules of Order will govern.

Section 8.
Quorum:
The presence of any number of members at any validly-noticed meeting, or the receipt by the Corporation of any number of validly-distributed written ballots, shall constitute a quorum for the transaction of business. If any meeting is actually attended by less than one-third (1/3) of the voting power, the only matters which may be voted on are those of which notice of their general nature was given under Section 4 of this Article VIII.

The affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members unless the vote of a greater number or voting by classes is required by law or by the Corporation’s Articles of Incorporation or By-Laws. Any By-Law amendment to increase the quorum may be adopted only by approval of the majority of members.

The members present at a duly called or held meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.

ARTICLE IX

Officers and Employees

Section 1.
President:
The President shall be the presiding officer at all meetings of members, and of the Board of Directors and shall have the powers incident to such office.

Section 2.
Vice-Presidents:
In the absence of the President, the First Vice-President and the Second Vice-President, in the order named shall assume the duties of the President; and in the absence or disability of the three officers named, the Board of Directors shall select from its own members, a President pro tem.

Section 3.
Treasurer:
The Treasurer shall be custodian of the Corporation funds and shall disburse, receive, keep account of and furnish faithful performance bond for all such sums as the Board of Directors may from time to time direct.

Section 4.
Secretary:
The Secretary shall perform or supervise the performance of the normal duties of the Corporation’s secretary including correspondence, documentary records, proceedings of the Corporation, its Board and several committees together with such other duties as the Board may prescribe for the best interests of the Corporation and the several business interests of its members; rendering reports to the board and to the members as the Board may specifically direct from time to time.

Section 5.
Executive Director:
The Executive Director shall be appointed by and hold office at the pleasure of the Board of Directors. Salary, responsibilities and performance shall be reviewed regularly by the Officers of the Corporation and approved by the Board of Directors.

Section 6.
Liability:
No liability against the Corporation or its officers as such shall be incurred by any member, director, officer or employee unless specifically authorized so to do by the Board.

Section 7.
Seal:
The Board of Directors shall approve a corporate seal.

ARTICLE X
Existence

Section 1.
Life:
The Corporation shall continue in perpetuity unless wound up by a vote of three-fourths of its active members in good standing.

Section 2.
Assets on Dissolution:
Upon dissolution of the Corporation any assets shall be liquidated. After payment of the expenses of winding up the corporation affairs, any balance shall be distributed pro rata to the active members in good standing at the Corporation’s last meeting.

ARTICLE XI

Amendments

Section 1.
These By-Laws may be amended at any semiannual election meeting of the membership or at any special meeting called for that purpose by approval of a majority or more of the members present at such meeting. Proposed amendments shall be furnished to the active members in good standing at least fourteen days prior to any meeting at which such are to be acted upon, at which meeting such proposed amendments may be adopted with or without modification or rejected.

ARTICLE XII

Indemnification

Section 1.
Any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of serving or having served as a director or officer of the Corporation, shall be indemnified by the Corporation, and the Corporation may advance such person’s related expenses to the full extent permitted by law.

 BY-LAWS OF THE ASSOCIATES OF THE EXECUTIVES' ASSOCIATION OF SAN DIEGO

ARTICLE I

Name and Object
Section 1. Name: The name of this association is the "Associate Executives of San Diego." It is a subsidiary organization of The Executives' Association of San Diego, hereinafter called the Executives, and may transact business under the name of "Associate Executives of San Diego"; its place of business is the City of San Diego.

Section 2. Object:: This association shall secure and exchange business information for the benefit of its members, and of the Executives; shall promote the business of its members; shall devise and carry out plans and campaigns that will increase the business of its members.

ARTICLE II

Membership and Classification
Section 1. Kinds of Membership: This association shall be composed of ACTIVE members, and there may be HONORARY members.

Section 2. Active Members: Any person of good character in the employ of, or a member of, the firm of an Executive membership is eligible for membership in this association. The number of members to represent one firm shall be limited to three (3), and each must be submitted by and endorsed by the Executive member from that firm.

Section 3. Honorary Membership: Any former member retiring from business who has been an active member for a substantial period of time is eligible for honorary membership. Such honorary membership shall require approval of the Board of Governors and subsequent approval of three-fourths (3/4) of the active membership.
Such an honorary membership may be terminated at any time by a three-fourths (3/4) vote of the Board of Governors.
No person shall be elected to honorary membership, nor having been elected retain an honorary membership, should such member become actively engaged or interested in any business which may conflict with any active Executive member, in the opinion of the majority of the Board of Governors. The Board of Governors shall determine when an honorary membership shall so terminate.

Section 4. Proposals of Membership: All members of this association must be proposed by an Executive member and accepted by a majority vote of any quorum of the Board of Governors.

Section 5. Duties of Members: The Board of Governors shall from time to time determine the minimum requirements of membership, bearing in mind that no rules shall be made which will conflict with the requirements of the Executives' By-laws.
Attendance at meetings, attendance at concentrations, and the sending of leads are recognized as primary requirements to make the association effective and profitable for its members.
The Board of Governors shall announce through the Corporation bulletin and by such means as it may deem best the current membership activity requirements. Any member failing to perform such minimum requirements may be dropped from membership by a majority vote of the Board of Governors.
When the Board proposes to so drop any members, such member shall be given a hearing before the Board, and the Executive member of that firm shall be duly notified of such hearing. The action and decision of the Board in such matter shall be final.

Non-attendance at four (4) consecutive meetings or four (4) consecutive concentrations (unless due to illness or absence from San Diego or providing other reasonable excuse) must be construed by the Board of Governors as non-compliance with the minimum requirements of membership activity.

Attendance at any Executive or Associate planned event will be counted for attendance credit.

ARTICLE III

Organization
Section 1. Governance: The governance of this association shall be vested in a Board of Governors to be composed of nine (9) members elected from the active membership as provided in these by-laws; except that when a President whose term as President and as a member of the Board ends at the same time, such member shall be the tenth (10th) Governor during the next President's term.

ARTICLE IV

Powers and Duties of Board of Governors
Sect ion 1. Rules: Governors may adopt rules for the conduct of the association, and shall have power to amend same.

Section 2. Committees : The President may appoint from active members of the association such committees as deemed necessary subject to the approval of the Board, and shall define the duties thereof. The President shall be an ex-officio member of all committees.
The term of all committees shall be during the term of the administration from which they receive their appointments. A special committee shall expire with the performance of the duty for which it was appointed.

Section3. Special Board Meetings: Special meetings of the Board may be called by the President or by three Governors.

Section 4. Miscellaneous: The Board of Governors shall meet regularly at least once a month at such time and place as it may from time to time determine.
Minutes of meetings and accounts of the Board shall be kept in permanent records and shall be available to any active member upon request.

An absent Governor's written approval of Board minutes subsequent to the meeting shall have the same effect as though any such Governor were present at such meeting and voted in conformity with the majority of the Board.
A majority of the Board of Governors shall constitute a quorum for any trans¬action of all business at any meeting of the Board of Governors, and the affirmative vote of a majority of the governors constituting the quorum shall be necessary to pass any resolution.
If the office of Governor, or of any officer, becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Governors then in office, though less than a quorum, by a majority vote, may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred, or until their successors shall have been chosen.

ARTICLE V

Election of Governors and Officers
Section 1. Election and Installation Dates: Governors and officers shall be elected semi-annually at a meeting called by the Board of Governors in April and October meeting, their terms to commence May 1 or November 1 . Governors and officers so elected shall be duly installed in conjunction with the Executives' installation, and shall continue in office until their successors' terms commence.

Section 2. Procedure for Nominating Governors: Twenty-one (21) days prior to the date of the election, the Corporation's secretary shall mail a nomination ballot to each active member. Such nomination ballot shall list the names of all members active and in good standing for the thirty (30) days prior to such mailing, omitting the names of governors continuing in office beyond the date of the election. Each such nomination ballot shall bear the following instructions:
1. Six (6) candidates shall be nominated by each active member and any ballot containing more or less than six candidates will not be counted.
2. Any incumbent first or second vice-president whose term as Governor expires while in office shall not have to stand for nomination but will be automatically nominated for Governor, and the membership will nominate only a sufficient number of candidates to place a total of six names on the final election ballot.
3. The ballots must be sealed in envelopes enclosed for that purpose and any ballot not delivered to the Association office personally or by mail by 5:00 p.m. of the 14th day after mailing of the ballots will not be counted.
4. Nomination ballots must not be signed or bear any mark of identification. 
Enclosed with each nomination ballot shall be a return-addressed stamped envelope.
All returned ballots shall be held in their condition of time of receipt by the Corporation's secretary and delivered to the Board upon demand at the next Board meeting.
The Board shall meet as soon as practical after the 14th day after mailing of the ballots to canvass the nomination ballot.
The President shall certify the results thereof to the Corporation's secretary, who shall prepare a list of candidates in order of number of votes received. A committee appointed by the President shall request those receiving the six (6) highest numbers of votes on such list to accept or refuse the nomination in writing.
After each refusal of nomination, the member next highest on the list shall be requested to accept or refuse the nomination in writing.
Ties shall be determined by lot by the President, the name or names losing thereby being placed next on the list.
The six candidates so determined shall be nominated for the Board.

Section 3. Election of Governors: The Corporation's secretary shall prepare ballots for the election of Governors, listing the candidates in alphabetical order. The ballot shall direct that three (3) candidates shall be voted for by each member and that any ballot voting for more or less than three (3) candidates shall not be counted.
Seven (7) days prior to election, the President shall appoint a committee of three (3) judges who are not officers or Governors or candidates, who shall supervise the election.
Polls shall be open 11:30 am to 12:30 pm on election day when elections are held at a luncheon or from 6:00 pm to 7:00 pm on election day if it is an evening election meeting. 
Voting shall be in person and shall be secret.

The committee of judges shall canvas the votes at a meeting open to the members and certify the results thereof to the Corporation's secretary. The three candidates receiving the highest number of votes shall be declared elected to the Board of Governors by the committee of judges. Tie votes shall be determined by lot by the committee of judges.

Section 4. Challenges: Any active member in good standing may challenge the election of any candidate. Such challenge shall be determined by the committee of judges. Challenger or challenger may appeal to the Board of Governors then in office whose decision will be final.

Section 5.Term of Office: The three (3) candidates elected to the Board of Governors shall hold office for eighteen (18) months.

Section 6. Election of Officers: The new Board of Governors shall meet forthwith after the election for the purpose of electing a president, a first vice-president, and a second vice-president from the Board's members, for the ensuing six (6) months. Election shall be by written secret ballot in a form approved by the Board.
The results shall be certified to the Corporation's secretary and placed on file in the office, and shall be announced in the Corporation's bulletin.

Section 7. Notice of Nominations and Elections: The Secretary shall give the members reasonable notice in writing of the following:
1. Time and place of elections.
2. List of candidates.
3. Closing date for ballot returns.
4. Result of nomination ballot
5. Result of election of governors.
6. Result of election of officers.
7. Date of installation.

ARTICLE VI

Meetings
Section 1. Regular Meetings: Members shall attend a minimum of two Executive Monday luncheon meetings or an Associates’ sponsored event each month. Associates are expected to attend the Associates’ sponsored luncheons.

Section 2. Semi-Annual Meetings: Within three weeks after each semi-annual election of Governors, a members' Installation Meeting shall be held, in conjunction with the Executives' installation.

Section 3. Report to Members: At the first regular meeting of May and November of each year, the outgoing President shall make a term report to the members.

Section 4. Special Meetings: A special meeting of the members may be called at any time by the President and shall be called at any time on written request of three governors or ten members filed with the Corporation's secretary and briefly stating the purpose of the meeting.
Notice of special meeting of the Associate Executives of San Diego and of its Board of Governors shall be in writing and state the purpose of such meeting. No action beyond such stated purpose shall be taken therein.

Section 5. Scope: No business, motion, or resolution discussed by the members at any regular or special meeting shall be adopted or become effective until submitted to the Board of Governors for its consideration and recommendation to members. Such matters shall be considered by the Board at its next regular meeting and the Board's recommendation given to the members at the members' next meeting.

Section 6. Proxies: There shall be no voting by proxy.

Section 7. Rules of Order: At all meetings of members of the Board and of its
committees, Robert's Rules of Order will govern.

Section 8. Quorum: A majority of active members in good standing shall constitute a quorum at any meeting.

ARTICLE VII

Officers
Section 1. President : The President shall be the presiding officer at all meetings of members, and of the Board of Governors and shall have the powers incident to such office.
Section 2. Vice President: In the absence of the President, the first Vice-President and the Second Vice-President, in the order named, shall assume the duties of the President, and in the absence or disability of the three officers named, the Board of Governors shall select from its members, a President pro tern.

ARTICLE VIII

Amendments

Section 1. Amendments: These By-laws may be amended by a majority vote of a quorum of the Board of Governors and Board of Directors at a board meeting or a special meeting called for that purpose.