BYLAWS of EMPIRE Z
A California Mutual Benefit Corporation
Article I
Recitals and Definitions
Section 1. Name of Corporation: The name of this Corporation shall be Empire Z and shall be referred to herein as the “Corporation.”
Section 2. Corporation is Nonprofit: This Corporation has been formed pursuant to the California Nonprofit Mutual Benefit Corporation Law as a
mutual benefit corporation.
Section 3. Objective and Purpose: The specific purpose of this Corporation shall be to promote interest in, aid to the owners and prospective
purchasers of, and fellowship for Datsun and Nissan Z/ZX automobiles through social, educational, technical, and competitive activities.
Article II
Offices
Section 1. Location of Principal Office: The principal office shall be located within the State of California at such place as the Board of
Directors shall from time-to-time designate. The Corporation shall continuously maintain within the State of California a registered office at such
place as may be designated by the Board of Directors.
The directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these
bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices: The Board of Directors may at any time establish branch or subordinate offices at any place or places where the
Corporation is qualified to do business.
Article III
Dedication of Assets
Section 1. Dedication of Assets: The properties and assets of this nonprofit corporation are irrevocably dedicated to fulfillment of the
Objectives and Purposes of this Corporation as set forth in Article I, Section 3 hereof. No part of the net earnings, properties, or assets of this
Corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual, or any member or director of this
Corporation except in fulfillment of said Obligations and Purposes. On liquidation or dissolution, all properties and assets and obligations shall be
distributed pursuant to the nonprofit provisions of the California Corporations Code then in effect.
Article IV
Membership
Section 1. Qualifications: The authorized membership of the Corporation shall consist of an unlimited number of memberships with subscription
open to all without regard to age, race, or religion. Membership in the Corporation shall be evidenced by payment of periodic membership dues.
Membership dues shall be set by the Board of Directors. The owner of such membership is hereinafter referred to as a “member.”
Section 2. Fees, Dues, and Assessments: Each member in good standing must pay within the time and on the conditions set by the Board of
Directors the annual dues in amounts which may be fixed from time to time by the Board of Directors. The dues and fees shall be equal for all regular
members, but the Board of Directors may, at its discretion, adjust the fees and dues for joint and/or family memberships, according to the number of
dependents belonging to the family.
Section 3. Members: The members shall consist of subscribers as have been approved for membership by the Board of Directors and who have paid
for their membership.
Section 4. Transfer of Membership: Except as approved by the Board of Directors, membership shall not be transferable.
Section 5. Termination of Membership: The membership of any member shall terminate upon occurrence of any of the following events:
(a) The resignation of the member.
(b) The failure of a member to pay annual dues in the amount and within the times set forth by the Board of Directors.
(c) The determination by the Board of Directors or a committee designated to make such determination that the member has failed in a material and
serious degree to observe the rules of conduct governing this Corporation as promulgated by the Board from time to time.
Section 6. Procedure for Expulsion: Following the determination that a member should be expelled under subparagraph (c) above, the following
procedure shall be implemented:
(a) A notice shall be sent by mail by prepaid, first-class, or certified mail to the most recent address of the member as shown on the Corporation’s
records, setting forth the expulsion and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective
date of the expulsion.
(b) The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five
(5) days before the effective date of the proposed expulsion. The hearing will be held by a special member expulsion committee composed of not fewer
than three (3) directors appointed by the president. The notice to the member of his proposed expulsion shall state the date, time, and place of the
hearing on his proposed expulsion.
(c) Following the hearing, the expulsion committee shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in
some other way. The decision of the committee shall be final.
(d) Any person expelled from the Corporation shall receive a refund of dues or assessments already paid. The refund shall be prorated to return
only the unaccrued balance remaining for the period of the dues payment.
Article V
Meeting of Members
Section 1. Place of Meeting: Meetings of the membership shall be held at such places as may be designated by the Board of Directors.
Section 2. Annual Meetings: The first annual meeting of the Corporation shall be held in the month of March, on the first Thursday of the month.
At such meeting there shall be elected by ballot of the members a Board of Directors in accordance with Article IV of these Bylaws. The members may
also transact such other business of the Corporation as may properly come before them. Subsequent annual meetings of the Corporation shall be held at
such time and place as the Board of Directors designates.
Section 3. Special Meetings: It shall be the duty of the President to call a special meeting of the members as directed by resolution of the
Board of Directors, or upon a petition signed by twenty (20%) percent of the members and presented to the Secretary. The notice of any special
meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated
in the notice.
Section 4. Notice of Meetings: It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose
thereof as well as the time and place where it is to be held, to each member of record, at his address as it appears on the membership books of the
Corporation, or if no such address appears, at his last known address, at least twenty (20) days prior to such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States Postal Service mail.
Section 5. Quorum: The presence, either in person or by proxy, of at least ten (10) of the members of record of the Corporation shall be
requisite for, and shall constitute a quorum for, the transaction of business of all meetings of members.
Section 6. Adjourned Meetings: If any meeting of members cannot be organized because a quorum has not attended, the members who are present,
either in person or by proxy, may, except as otherwise provided by law, adjourn the meeting to a time not less than twenty-four (24) hours from the
time the original meeting was called.
Section 7. Voting: At every meeting of the members, each member present, either in person or by proxy, shall have the right to cast one vote on
each question and never more than one vote. The vote of the majority of those present, in person or by proxy, shall decide any question brought
before such meeting, unless the question is one upon which, by express provision of statute or of these Bylaws, a different vote is required, in which
case such express provision shall govern and control. Voting on all matters, including the election and directors or officers where they are to be
elected by the members, may be conducted by mail.
Section 8. Cumulative Voting Prohibited: Cumulative voting shall not be permitted.
Section 9. Proxies: A member may appoint any person as a proxy. Proxies must be filed with the Secretary before the appointed time of each
meeting. Proxies shall expire eleven months after issue.
(a) Right of members: Each person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a
written proxy, signed by the person an filed with the Secretary of the Corporation. A proxy shall be deemed signed if the member’s name is placed
on the proxy (whether by manual signature, Typewriting, telegraphic transmission, or otherwise) by the member of the member’s attorney-in-fact.
(b) Revocability: A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked
by the member executing it, before the vote is cast pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is
revoked by a subsequent proxy executed by such member, or by personal attendance and voting at a meeting by such member, or (ii) written notice of the
death or incapacity of the maker of the proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided however, that
no proxy shall be valid after the expiration of eleven (11) months from the dale of the proxy, unless otherwise provided in the proxy. The
revocability if a proxy that states on its face that it is irrevocable shall be governed by the provisions of the California Nonprofit Corporation
Law.
(c) Form of solicited proxies: In any election of directors, any form of proxy that is marked by a member “withhold,” or otherwise marked in a
manner indicating that the authority to vote for the election of directors is withheld, shall not be voted wither for or against the election of a
director. Failure to comply with this paragraph shall not invalidate any corporate election taken, but may be the basis for challenging the proxy at
a meeting.
(d) Effect of member’s death: A proxy is not revoked by the death or incapacity of the maker or the termination of a member as a result
thereof unless, before the vote is counted, written notice of the death or incapacity is received by the Corporation.
Article VI
Directors
Section 1. Powers:
(a) General corporate powers: Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of
Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be
managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
(b) Specific powers: Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:
(i) select and remove all officers, agents, and employees of the corporation;
(ii) change the principal executive office of the principal business office in the conduct of business within or without the State of California; and
designate any place within or without the State of California for the holding of any members’ meeting;
(iii) adopt, make, and use a corporate seal; prescribe the forms of membership;
(iv) borrow money and incur indebtedness on behalf of the corporation and cause hypothecations, and other evidences of debt and securities.
Section 2. Number and Qualification: The affairs of the Corporation shall be governed by a Board of Directors composed of not less than one (1)
person nor more than five (5), each of whom shall be members of the Corporation.
Section 3. Powers and Duties: The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the
Corporation any may do all such acts and things as are not by law or by these Bylaws directed to be exercised and done by the members. The powers of
the Board of Directors shall include but are not limited to the following:
(a) to accept or reject all applications for membership; and,
(b) to set initial and continuous membership fees; and,
(c) to appoint persons to the Board of Directors to serve until elected at a duly constituted membership meeting.
Section 4. Election and Term of Office: The term of directors named in the First Meeting of the Directors shall expire at the annual meeting of
members in 2005. Subsequently elected Directors shall serve for a period of one (1) year, or until their successors are elected. Prior to the first
annual meeting of members at which a Board of Directors is elected, the Board of Directors may name additional directors to serve until the first
annual meeting of members. Following the initial election, board members shall be elected for a term of one (1) year.
Section 5. Vacancies: Vacancies on the Board of Directors shall be filled by vote of the majority of remaining directors, even though they may
constitute less than a quorum; and each person so elected shall be a director until a successor is elected by the members at the next annual
meeting.
Section 6. Removal of Directors: At any regular or special meeting duly called, any one or more of directors elected by the members may be
removed with or without cause by a vote of two-thirds (2/3rds) of the majority of the Board of Directors. Any director whose removal has been
proposed by the members shall be given an opportunity to be heard at the meeting.
Section 7. Compensation: No compensation shall be paid to directors for their services as directors.
Section 8. Reimbursement of Expenses: An officer of the Corporation may receive reimbursement for actual expenses incurred, as may be determined
by resolution of the Board of Directors to be just and reasonable.
Section 9. Director Meetings: A regular meeting of the Board of Directors shall be held immediately following each annual meeting of the
members. The Board of Directors may determine that other regular meetings be held at such time and place, including in by telephone conference call,
as shall be determined by the directors, but at least one regular meeting shall be held during each fiscal year. Notice of regular meetings of the
Board of Directors other than the one following each annual meeting shall be given to each director, personally, or by mail, telephone, or telegraph
at least ten (10) days prior to the day named for such meeting.
Section 10. Special Meetings: Special meetings of the Board of Directors may be called by the President on two days’ notice to each director,
given personally, or by mail, telephone, or telegraph, which notice shall state the time, place (as hereinabove provided), and purpose of the meeting.
Special meetings of the Board of Directors may be held at such time and place, including by telephone conference call, as the President shall
determine, and shall be called by the President or Secretary on the written request of a majority of directors.
Section 11. Waiver of Notice: Before or at any meeting of the Board of Directors, any director may, in writing, waive notice of such meeting and
such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the Board shall constitute waiver of
notice by that director of the time and place thereof. If all the directors are present at any meeting of the Board, no notice shall be required and
any business may be transacted at such meeting.
Section 12. Quorum: At all meetings of the Board of Directors, a majority of the directors present in person or by proxy shall constitute a
quorum for the transaction of business, and the acts of the majority of the directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, in person or by proxy, the
majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business, which might have been transacted at
the meeting as originally called, may be transacted without further notice.
Section 13. Committees: The Board of Directors may form standing or temporary committees composed of members of the Board.
Section 14. Advisory Committees: The Board of Directors may designate advisory committees composed of members of the Board and other members of
the Corporation to address such topics as the Board of Directors may determine.
Section 15. Action by Unanimous Written Consent: Any action that can be taken by the Board of Directors or any of its Committees may be taken
without a meeting, provided that each member of the Board or Committee assents to the action in a writing that indicates unanimous consent of the
members of the Board or Committee.
Article VII
Committees
Section 1. Committees of Directors: The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate
one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the
resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
(a) take any final action on matters which, under the Nonprofit Corporation Law, requires the authority of the Board;
(b) fill vacancies on the Board of Directors or in any committee;
(c) fix compensation of the directors for serving on the Board or on any committee;
(d) amend or repeal Bylaws, or adopt new Bylaws;
(e) amend or repeal any resolution of the Board of Directors;
(f) appoint any other committees of the Board of Directors;
(g) expend corporate funds to support a nominee for director
(h) approve any transaction to which the Corporation is a party and one or more directors have a material financial interest.
Section 2. Meetings and Action of Committees: Meetings and actions of committees shall be governed by, and held and taken in accordance with, the
provisions of Article VII of these Bylaws, concerning meetings of directors, with such changes in the context of those Bylaws as are necessary to
substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by
resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have
the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate
records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.
Article VIII
Officers
Section 1. Designation: The principal officers of the Corporation shall be a President, Vice President, a Secretary, a Treasurer, and a Sergeant
at Arms, all of whom shall be elected by the Board of Directors. With the exception of the first President of Empire Z to hold office, no member may
be elected to the office of President unless he or she is a current owner of a Datsun or Nissan Z/ZX automobile. The directors may appoint assistant
treasurers, assistant secretaries and such other officers as in their judgment may be necessary.
Section 2. Election of Officers: The officers of the Corporation shall be elected annually by the Board of Directors and shall hold office at
the pleasure of the Board. Officers must be Directors on the Board.
Section 3. Removal of Officers: Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed,
either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board
called for such purpose.
Section 4. Resignation of Officers: Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take
effect at the date of, the receipt of that notice or at any later time specified in that notice, and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the right, if any, of the
Corporation under any contract to which the officer is a party.
Section 5. Vacancies in Office: A vacancy in any office is because of death, resignation, removal, disqualification, or any other cause shall be
filled only in the manner prescribed in these Bylaws for regular appointments to that office.
Section 6. Responsibilities of Officers:
(a) President: The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the Board of
Directors. He shall have all of the general powers and duties which are usually vested in the office of president of a corporation, including, but
not limited to the power to appoint committees from among the membership of the Board of Directors and from among the members from time to time as he
may, in his discretion, decide is appropriate to assist in the conduct of the affairs of the Corporation.
(b) Vice President: The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or
unable to act. If neither the President nor Vice President is able to act, the Board of Directors shall appoint some other member of the Board of
Directors to do so on an interim basis. The Vice President shall perform such duties as shall from time to time be imposed on him by the President
and the Board of Directors.
(c) Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all the meetings of the
members of the Corporation; he shall have charge of the membership transfer books and of such other books and papers as the Board of Directors may
direct; and he shall, in general, perform all duties incident to the office of the Secretary.
(d) Treasurer: The Treasurer shall have the responsibility for corporate funds and securities and shall be responsible for keeping full and
accurate accounts of all receipts and disbursements in books belonging to the Corporation. He shall be responsible for the deposit of all moneys and
other valuable effects in the name, and to the credit, of the Corporation in such depositories as may from time to time be designated by the Board of
Directors.
(e) Sergeant at Arms: The Sergeant at Arms shall attend each monthly membership meeting and Board meeting, and ensure proper parliamentary
procedure is followed at those meetings, as given by Robert’s Rules of Order. The Sergeant at Arms shall remove any person present at a membership
or Board meeting who is acting in a rude, threatening, or generally annoying manner.
Article IX
Indemnification of Directors, Officers, Employees, and Other Agents
Section 1. Definitions:
For the purpose of this Article:
(a) “agent” means any person who is or was a director, officer, employee, or other agent of this Corporation, or is or was serving at the request
of this Corporation as a director, office employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other
enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation
or of another enterprise at the request of the predecessor corporation.
(b) “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative;
and
(c) “expenses” includes, without limitation, all attorney fees, costs, and any other expenses incurred in the defense of any claims or proceedings
against an agent by reason of his position or relationship as agent and all attorneys’ fees, costs, and other expenses incurred in establishing a
right to indemnification under this Article.
Section 2. Successful Defense by Agent: To the extent than an agent of this Corporation has been successful on the merits of defense of any
proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered
against him, then the provisions of Section 3 through 5 shall determine whether the agent is entitled to indemnification.
Section 3. Actions Brought by Persons Other Than the Corporation: Subject to the required findings to be made pursuant to Section 5 below, this
Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by,
or on behalf of this Corporation, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on
the ground that the defendant director was or is engaging in self-dealing within the meaning of California Corporations Code Section 9243, or by the
Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by
reason of the fact that such person is or was an agent of this Corporation, for all expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with the proceeding.
Section 4. Action Brought By Or On Behalf of the Corporation:
(a) Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this
Corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the
settlement or other disposition or for any expenses incurred in defending against the proceeding.
(b) Claims and suits awarded against agent. This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action brought by or on behalf of this Corporation by reason of the fact that the person is or was an agent of
this Corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following
are met:
(ii) The determination of good faith conduct required by Section 5 below, must be made in the manner provided for in that section; and
(iii) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent
should be entitled to indemnification for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate
amount of expenses to be reimbursed.
Section 5. Determination of Agents Good Faith Conduct:
The indemnification granted to an agent in Section 3 and 4 above is conditioned on the following:
(a) Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided below, that he acted in good faith, in a
manner he believed to be in the best interest of this Corporation, and with such care, including reasonably inquiry, as an ordinarily prudent person
in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of
nolo contendre or its equivalent shall not, of itself, create a presumption that the person did not act in goof faith or in a manner which he
reasonably believed to be in the best interest of this Corporation or that he had reasonable cause to believe that his conduct was unlawful. In the
case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.
(b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with paragraph (a) above shall be
made by:
i. the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding:
ii. the affirmative vote (or written ballot in accordance with Article VI, Section 9) of a majority of the votes represented and voting at a duly held
meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum).
iii The court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or
the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is
opposed by this Corporation.
Section 6. Limitations: No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5(b)(iii), in any
circumstance when it appears:
(a) That the indemnification or advance would be inconsistent with a provision of the Articles, a resolution of the members, or an agreement in effect
at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification; or
(b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 7. Advance of Expenses: Expenses incurred in defending any proceeding may be advanced by this Corporation before the final disposition of
the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that
the agent is entitled to be indemnified as authorized in this Article.
Section 8. Contractual Rights of Non-Directors and Non-Officers: Nothing contained in this Article shall affect any right to indemnification to
which persons other than directors and officers of this Corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
Section 9. Insurance: The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of
the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such,
whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Section.
Article X
Fiscal Management
Section 1. Fiscal Year: The fiscal year of the Corporation shall begin on March 6 every year.
Section 2. Books and accounts: Books and accounts of the Corporation shall be kept under the direction of the Treasurer.
Section 3. Inspection of books: Financial reports and the membership records of the Corporation shall be available at the principal office of the
Corporation for inspection at reasonable times by any member.
Article XI
Amendments
These Bylaws may be amended by a majority of the members present and voting at any annual or special meeting of the membership, provided that a
quorum as prescribed in Article V, Section 5, herein, is present at any such meeting, or by a majority of the Directors present and voting at any
Regular or Special Meeting of the Board of Directors, provided that a quorum as prescribed in Article VI, Section 12, herein is present.
CERTIFICATE OF ADOPTION OF BYLAWS
ADOPTION BY DIRECTORS
We, the undersigned, are all of the persons named as the initial directors in the Articles of Incorporation or all of the persons duly elected as
directors at the initial meeting of the Corporation, and consent to, and hereby do adopt the foregoing Bylaws, as the Bylaws of this Corporation.
Dated: May 16, 2004
/s/ Ronald C. Zurek, Director
_____________________________
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of the Corporation and that such Bylaws were duly adopted by the Board
of Directors of the Corporation on the date set forth above.
Dated: June 1, 2004
/s/ Ronald C. Zurek, Treasurer
_____________________________
[Edited on 10/19/2005 by rzurek]