19D - CMD ANNUAL REPORT - Laserfiche WebLink

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ARTICLE XV. DEDICATION AND DISSOLUTION SECTION 1. DEDICATION The property of this Corporation is irrevocably dedicated to exempt purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any Director, officer or member thereof or to the benefit of any private individual. SECTION 2. DISSOLUTION Upon dissolution or the conclusion of business of the Corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, foundation or Corporation within the City of Santa Ana operated exclusively for exempt purposes and which has established its tax exempt status under Section 501 (c) of the Internal Revenue Code, or the corresponding section of any future federal tax code, and which is qualified for exemption from taxation under appropriate sections of the California Revenue and Taxation Code. ARTICLE XVI. AMENDMENT OF BYLAWS SECTION 1. POWERS OF MEMBERS (a) Power to Amend. These Bylaws may be amended or repealed and new Bylaws adopted by the affirmative vote of a majority of the votes represented and voting at a duly noticed and held meeting of the members at which a quorum is present, or by the written assent of such members, except as otherwise provided by law or by the Articles of Incorporation. (b) Request to Amend. The membership may request that action be taken to change the Bylaws by submitting to the Board of Directors a petition signed by fifteen percent (15%) of the Regular membership. (c) Notice and Ballot. The Board shall provide all Regular Members with a notice of meeting accompanied by a statement about the proposed amendment clearly outlining the change, specifying the reason for the change, and if the change is requested by membership petition or by action of the Board of Directors. SECTION 2. POWERS OF DIRECTORS Subject to the rights of members as provided in Article XVI Section 1, these Bylaws may be altered, amended or repealed by a vote of a two-thirds (2/3rd) majority of the Board of Directors present in person at any valid meeting of the Board of Directors at which a quorum is present provided, however, that notice of the proposed amendment, as described in Article XVI Section 1(c) of these Bylaws, shall have been given to each Regular Member at least thirty (30) days before the meeting at which the proposed amendment is to be voted upon, and further provided that the Board of Directors may not adopt any amendment that would: 30 19D-42