San Francisco Paramedic Association - Northern California Training Facility. Phone 415-543-1161.

San Francisco Paramedic Association

ARTICLE 3 - MEMBERSHIP

Section 3.1. Members.

The membership of this corporation shall consist of voting members who comply with the requirements set forth in Section 3.2 of this Article. The Board of Directors may, at its discretion, accept members who do not comply with section 3.2 as non-voting members.

Section 3.2. Requirements for Membership.

A member must reside or work in California and pay the annual dues and assessments. A member must be a provider of pre-hospital care in California, or a California licensed EMT paramedic, a California certified EMT-Basic, or a holder of an equivalent licensing status as established by the state of California.

Section 3.3. Admission of Members.

A prospective member shall submit a written membership application to the Board of Directors. The Board of Directors, or its designees, shall review the application, verify that the candidate meets the requirements set forth in section 3.2 herein, and shall exercise its discretion whether to accept an applicant as a voting or non-voting member or to reject the application. Following a decision regarding a membership application the board of directors shall instruct its staff to add the applicant – if accepted – to the membership roster, indicating whether the member is a voting or a non-voting member, and to notify the applicant of the board of directors’ decision regarding his/her membership application. References to “member” in these by-laws shall be to voting members only.

Section 3.4. Dues.

The Board of Directors shall determine the annual dues, and notify the members of any change in the dues at least 60 calendar days before such changes are due to take place.

Section 3.5. Assessments.

Memberships shall not be assessable.

Section 3.6. Rights of Members.

In addition to any rights under the Articles, Bylaws and the California Corporation Code, members shall have the right (1) to elect the members of the Board of Directors, as provided in section 5.3 of these bylaws; (2) to approve by a majority vote the dissolution of this corporation or any sale, lease, exchange, transfer, or other disposition of substantially all of this corporation's assets; and (3) to vote on any other matter submitted to the membership by the Board of Directors. Each member shall be eligible to serve as a director, to hold office, and to serve on any committee of this corporation. No amendment to these bylaws may be made without the consent of a two thirds (2/3) majority of the members, as provided in section 10.6 of these bylaws.

Section 3.7. Membership Roster.

The corporation shall keep a membership list containing the name, address, telephone number and e-mail address of each member.

Section 3.8. Nonliability of Members.

No member of the corporation shall be personally liable for the debts, liabilities or obligations of the corporation.

Section 3.9.Nontransferability of Memberships.

Membership in the corporation is nontransferable and nonassignable.

Section 3.10. Termination of Membership.

A. Termination.

Membership in the corporation shall terminate upon the occurrence of any of the following events or conditions:
(1) Death. The member’s death.
(2) The member’s resignation. A member may resign from his/her membership upon the submission of a written notice of resignation delivered to the Board of Directors. Such notice of resignation shall not relieve the resigning member from any obligation, charges liabilities or dues incurred prior to the time the member’s resignation will take effect.
(3) Nonpayment of Dues. Upon failure to pay dues on their due date. The corporation may, but is not obligated to give a non-paying member a written notification of payment delinquency, which may be cured by payment of dues within thirty (30) calendar days of receipt of the written notification of delinquency. The corporation may terminate a member’s membership upon the failure to pay dues without prior notice of payment delinquency.
(4) Failure to Qualify. The member who no longer meets the qualifications set forth in section 3.2.
(5) Infamy. The member’s conviction of a felony or the member’s receipt of an official notice of reprimand or other sanction by a state regulatory body.

B. Expulsion.

Following a determination by a two thirds (2/3) majority of the Board of Directors that grounds exist for expulsion of a member for reasons other than those specified in subsection 3.10 A. above, the Board shall follow the procedures stated below:
(1) The Board of Directors shall cause a notice to be sent by first-class or registered mail, and by e-mail, if such is available, to the last address provided by the member to the corporation. The notice shall include a reasoned explanation of the Board of Directors’ decision to expel the member, the tentative date the expulsion is to take effect if not challenged, a statement that the board member has an opportunity to challenge the Board’s expulsion decision, the date, time and place of the member’s hearing to address such challenge of the expulsion decision.
(2) The expulsion notice shall be sent within ten (10) business days of the Board’s decision, and shall set a hearing date for the member to explain why he or she should not be expelled. The expulsion hearing shall be scheduled within ten (10) business days following the notice to the members, and in any event, for a time not less than five (5) business days before the expulsion is to take effect.
(3) The member shall be given an opportunity to explain to the Board of Directors orally or in writing why he or she should not be expelled.
(4) Within ten (10) business days following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended or otherwise sanctioned. The decision of the Board of Directors shall be final. The Board’s final expulsion decision shall be delivered to the member within no later than three (3) business days following the Board’s decision.
(5) Any member expelled shall receive a refund of dues paid for an unrealized membership term.

C. Rights on Termination of Membership.

All rights of a member in the corporation shall expire upon termination of membership as provided herein.

ARTICLE 4 - MEETINGS OF MEMBERS

Section 4.1. Place of Meeting.

Meetings of members shall be held at the principal office of the corporation or at such other place within or without the State of California as may be designated from time to time by the Board of Directors.

Section 4.2. Annual Meeting.

An annual meeting of the members will be held at a time and place designated by the Board of Directors. At the annual meeting the members shall consider reports of the affairs of the corporation, and transact other business as may properly be brought before the meeting, including but not limited to the election of directors of the corporation to serve for the ensuing year and until their successors are elected and qualified.

Section 4.3. Special Meetings of Members.

Special meetings of the members may be called at any time by the Board of Directors, the President or the Secretary of the corporation. A member may ask the President of the Board to call a meeting to address issues specified in the member’s written request to the President.

Section 4.4. Notice of Members’ Meetings.

A. Time of Notice.

Written notice of any meeting at which members are either required or permitted to take action shall be given not less than ten (10) calendar days nor more than ninety (90) calendar days before the date of the meeting, to each member who, on the record date for the notice of the meeting, is entitled to vote at the meeting.

B. Manner of Notice.

Notice of members’ meetings shall be delivered by first class, certified or registered mail or by electronic mail, addressed to each member at the address appearing on the membership roster or given by the member to the corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, or transmitted by e-mail. Notice shall also be deemed to have been given if published at the corporation’s newsletter and delivered to the member.

C. Contents of Notice.

Notice of meetings of members shall state the place, date and time of the meeting. In the case of a special meeting, notice shall state the general nature of the business to be transacted and that no other business may be transacted. In the case of an annual meeting, notice shall state those matters which the board, at the time notice is given, intends to present for action by the members. In a meeting held for election of directors, the notice shall include the names of all nominees. Subject to provisions in these Bylaws to the contrary, any proper matter may be presented at an annual meeting for action.

Section 4.5. Quorum.

The presence in person of ten (10) or more members shall constitute a quorum for the transaction of business.

Section 4.6 Adjournments.

If no quorum is present at any meeting of the members, the meeting may be adjourned by those present from day to day or from time to time until a quorum is obtained. In this case, no notice need be given of such adjourned meeting.

Section 4.7. Majority Action of Members.

Every decision or act made by a majority of voting members present at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation, or these Bylaws require a greater number of votes to constitute the majority.

Section 4.8 Action without Meeting/ Ballots.

(a) Any action required or permitted to be taken at any annual or special meeting of members may be taken without a meeting if the written ballot of every member is solicited, if the required number of signed approvals in writing, setting forth the actions so taken is received, and if the requirements of subdivision (c) of this section are satisfied.
(b) All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.
(c) Approval by written ballot pursuant to this section shall be valid only when the number of ballots cast on or before the time the ballot must be returned to be counted equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of ballots cast.

Section 4.9 Absentee Ballots.

Absentee ballots specifically setting forth the resolution to be voted on may be prepared for any regular or special meeting of members. These ballots may be used by voting members who request at least five (5) business days prior to the scheduled meeting to vote through an absentee ballot because they are unable to attend the meeting in person. By submitting a request to vote through an absentee ballot a member forfeits his/her right to vote in person in the scheduled meeting on the matters for which he/she requested to vote through an absentee ballot.

Section 4.10 Voting Rights.

Each member is entitled to one (1) vote on each matter submitted to a vote at any meeting.

Section 4.11 No Proxies.

No votes shall be made by proxy.

ARTICLE 5 - BOARD OF DIRECTORS

Section 5.1. Powers.

Subject to limitations set forth in the Articles, these Bylaws and the California Corporations Code, all the Corporation’s acts shall be executed by or under the direction of the Board of Directors. The Board’s powers shall include:
(a) Selection and removal of officers, agents and employees of the corporation, prescription of their respective duties, terms of engagement and compensation.
(b) Disbursements of funds as necessary to enable the Corporation to perform its day to day operations and achieve its goals and objectives.
(c) The borrowing of funds and the undertaking indebtedness in the corporate name, by executing promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities, to enable the Corporation to perform its day to day operations and achieve its goals and objectives.
(d) To the extent permitted by the exempt status of the organization, to carry on a business at a profit and apply any profit that results from the business activity to any activity in which it may legally engage.

Section 5.2. Number of Directors.

The board of directors shall consist of an uneven number of directors, a number not less than five (5) and not more than fifteen (15), to be determined from time to time by the Board of Directors.

Section 5.3. Nomination and Election of Directors.

Directors shall be elected at annual meetings of the members. If an annual meeting is not held, or the directors are not elected at an annual meeting, the directors may be elected at any special meeting of members held for that purpose. A member who wishes to be selected as a board member may communicate his qualifications and the reasons he/she wish to serve on the board to the membership and to the board of directors.

Section 5.4. Term of Office.

Each director shall be elected for a term of two years. Each director shall hold office until the expiration of the term for which elected and until a successor has been selected to replace that Board member. No director may serve for more than two (2) consecutive terms holding the same office.

Section 5.5. Qualifications.

A Director must be a member of the corporation in good standing.

Section 5.6. Vacancies.

A vacancy shall be deemed to exist in the event that the actual number of directors is less than the authorized number for any reason. Resignation of a director shall be effective upon receipt of a written notice to that effect by the secretary, or upon the effective resignation date stated in the written notice, whichever is later. Vacancies in the Board of Directors may be filled by a majority vote of the remaining directors for the unexpired portion of the departing director’s term.

Section 5.7. Removal.

The members may remove one or more directors for a reasonable cause by a vote of two thirds (2/3) of the members present at a members meeting duly convened, but only if all members are notified in writing of the proposed removal at least one 30 calendar days in advance of the meeting, the director is advised of the proposed removal and will be given an opportunity to present any contrary evidence or explanation he or she may have during the members meeting and before the vote takes place. Members may propose a replacement director at least 10 business days in advance of the members’ meeting.

Section 5.8. Regular Meetings.

Regular meetings of the Board of Directors shall be held no less than four (4) times a year at a place, date and time determined by the Board of Directors.

Section 5.9. Special Meetings.

Special meetings of the Board of Directors may be called by the chairperson or by any two directors. Special meetings shall be held at the date, place and time stated in the written notice sent at least 10 business days before it is to take place.

Section 5.10. Notice.

Written notice of the directors’ regular or special meetings shall be given to each director at least ten (10) business days before any such meeting. The notice shall be delivered personally or by first-class, registered or certified mail or shall be transmitted by electronic mail. The notice shall be addressed or delivered to each director or at the director's address as it is shown on the records of the corporation.

Section 5.11. Waiver of Notice.

Notice of a meeting 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 of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of a proper notice.

Section 5.12. Quorum.

A majority of the directors then in office shall constitute a quorum. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as provided in section 10.6 of these bylaws. A meeting at which quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 5.13. Action without a Meeting.

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 shall individually 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.

Section 5.14. Telephone Meetings.

Members of the Board of Directors may participate in a meeting through use of conference telephones or similar communications equipment so long as all participants in such meeting can communicate with one another and each participant is provided the means of participating in all matters before the Board of Directors. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.

Section 5.15. Presiding.

The president of the Board of Directors shall preside at the meeting and, if absent, a director designated by the president shall preside over the meeting.

Section 5.16. Rules.

Robert’s Rules of Order in their most current edition shall govern meeting of the Board of Directors and any subsidiary bodies of the Board of Directors, as along as they are not inconsistent with these bylaws, in which case the bylaws take priority.

Section 5.17. Standard of Care.

A. General.

A director shall perform the duties of a director, including duties as a member of any committee of the Board of Directors on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation 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:
(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented;
(2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence; or
(3) 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 any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
A person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.

B. Investments.

Except with respect to assets held for use or used directly in carrying out this corporation's charitable activities, in investing, reinvesting, purchasing, or acquiring, exchanging, selling and managing this corporation's investments, the board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of this corporation's capital. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.

Section 5.18. Prohibited Transactions

A. Loans.

This corporation shall not make any loan of money or property to guarantee the obligation of any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

B. Self-Dealing Transactions.

The Board of Directors shall not enter into any transaction in which any director has a material financial interest.

Section 5.19. Conflicts of Interest.

Directors must abstain from voting on matters affecting personal gain, gains for family members or organization where members of the Board of Directors are employees.

Section 5.20. Indemnification.

This corporation shall provide directors with indemnification to the full extent allowed by law as detailed in Article 7 of these Bylaws.

Section 5.21. Inspection

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents and to inspect the physical properties of this corporation.

Section 5.22. Compensation.

No director may receive compensation for services provided in his/her capacity as a director. The Board of Directors may reimburse directors for reasonable out-of-pocket expenses incurred in performing their obligations to the corporation. A board member may be compensated for teaching/training or other services provided outside of his/her duties as a board member.

Section 5.23. Official Board Committees.

Committees of the Board of Directors may be appointed by resolution passed by a majority of the whole Board of Directors. Committees shall be composed of two or more members of the Board of Directors, and shall have the powers of the Board of Directors as may be expressly delegated to it by resolution of the Board of Directors, except with respect to:
(a) The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires members' approval (must be approved by the Board of Directors as a whole);
(b) The filling of vacancies on the Board of Directors or on any committee;
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(d) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(e) The appointment of other committees of the Board of Directors or the members thereof;
(f) The approval of any self-dealing transaction, as these transactions are defined in Corporations Code section 5233.
The Board of Directors shall have the power to prescribe the manner in which proceedings of any committee shall be conducted. Any committee may be designated an Executive Committee or by another name as the Board of Directors shall specify. In the absence of a prescription, the committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board of Directors or the committee shall otherwise provide, the regular and special meetings and other actions of any committee shall be governed by the provision of this Article applicable to meetings and actions of the Board of Directors. Minutes shall be kept of each meeting of each committee.

Section 5.24. Directors attendance of meeting.

Directors shall attend all meetings of the Board of Directors. Absence from more than half of a meeting in one year shall subject the director to removal from the Board of Directors.

ARTICLE 6 - OFFICERS

Section 6.1. Officers.

The officers of this corporation shall be President, Vice-President, Secretary, and Treasurer. The corporation may also have, at the discretion of the Board of Directors, such other officers as may be appointed by the Board of Directors. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as the president or chairman of the Board of Directors.

Section 6.2. Election.

The officers of this corporation shall be elected, or shall be appointed by and serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold his or her office until the terms of his or her appointment expires, he or she resigns, is removed, or becomes otherwise disqualified to serve, or until his or her successor is elected or appointed.

Section 6.3. Removal.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors or, except in the case of an officer chosen by the board, by an officer on whom such power of removal may be conferred by the Board of Directors.

Section 6.4. Resignation.

Any officer may resign at any time by giving written notice to the secretary of this corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified by 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 rights, if any, of this corporation under any contract to which the officer is a party.

Section 6.5. Vacancies.

A vacancy in any office for any reason shall be filled in the same manner as these Bylaws provide for election to that office.

Section 6.6. President.

The president shall be the chief executive officer of the corporation and. shall, subject to control of the Board of Directors, generally supervise, direct and control the business and the officers of the corporation. The president shall preside at all meetings of the Board of Directors. The president shall be a member of all committees and. shall have the general powers and duties of management usually vested in the office of president of the corporation and shall have such other powers and duties as may be prescribed by the board or by the Bylaws.

Section 6.7. Vice President.

The vice president shall, in the absence of the president, carry out the duties of the president and shall have such other powers and duties as may be prescribed by the board or by the Bylaws.

Section 6.8. Secretary.

The secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors, shall supervise the giving of such notices as may be proper or necessary, shall supervise the keeping of the books of the corporation, and shall have such other powers and duties as may be prescribed by the board or by the Bylaws.

Section 6.9. Treasurer.

The treasurer shall supervise the charge and custody of all funds of the corporation, shall supervise the deposit of such funds in the manner required by the trustees, shall supervise the keeping and maintaining of adequate and correct accounts of the corporation's properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as may be prescribed by the board or by the Bylaws.

ARTICLE 7 - INDEMNIFICATION OF AGENTS OF THE CORPORATION

Section 7.1 Definitions.

For purposes of this section, "agent" means any person who is or was a director, officer, employee, or other agent of this corporation; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without limitation, attorney fees and any expenses of establishing a right to indemnification under Section 7.3 or 7.4(c) of this Article.

Section 7.2 Indemnification in Actions by Third Parties.

This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding (other than an action by or in the right of this corporation to procure judgment in its favor, an action brought under Corporations Code section 5233, or an action brought by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that the person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful.

Section 7.3 Indemnification of Expenses.

To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 7.2 of this Article in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 7.4 Required Indemnification.

Except as provided in Section 7.3 of this Article, indemnification under this Article shall be made by this corporation only if authorized by the Board of Directors upon a determination that indemnification of the agent is proper under the circumstances because the agent has met the applicable standard of conduct set forth in Section 7.2 by:
(a) A majority vote of a quorum consisting of directors who are not parties to the proceeding;
(b) Approval of the members, with the persons to be indemnified excluding the vote of the member seeking indemnification; or
(c) The court in which the proceeding is or was pending, on application made by this corporation or the agent, attorney, or other person rendering services in connection with the defense, whether or not the application by the agent, attorney, or other person is opposed by this corporation.

Section 7.5 Advance of Expenses.

Expenses incurred in defending any proceeding may be advanced by this corporation, pursuant to a decision of the board of directors to do so, prior to the final disposition of the proceeding. The board may condition such advanced payments on certain judicial determination.

Section 7.6. Other Indemnification.

No provision made by the corporation to indemnify its agents for the defense of any proceeding, whether contained in the Articles, Bylaws, a resolution of members or directors, an agreement or otherwise, shall be valid unless consistent with this Article.

Section 7.7. Forms of Indemnification Not Permitted.

No indemnification or advance shall be made under this Article, except as provided in Sections 7.3 or 7.4(c) in any circumstances where it appears that:
(a) It would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, 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) It would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 7.8. Insurance.

The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in the capacity or arising out of the agent's status as an agent whether or not the corporation would have the power to indemnify the agent against the liability under the provisions of this Article; provided, however, that this corporation shall have no power to purchase and maintain insurance to indemnify any agent of the corporation for a violation of Corporations Code section 5233.

ARTICLE 8 - CORPORATE RECORDS AND REPORTS

Section 8.1. Records.

The corporation shall maintain adequate and correct accounts, books and records of its business and properties. All these books, records, and accounts shall be kept at the corporation's principal place of business in California, as fixed by the Board of Directors from time to time.

Section 8.2. Inspection of Books and Records.

The membership register or duplicate membership register, the books of account, and minutes and proceedings of the members and the Board of Directors, shall be open to inspection on the written demand of any member at any reasonable time, for a specifically stated purpose reasonably related to his or her interests as a member, and shall be exhibited at any time when required by the demand of any members' meeting.

Section 8.3. Certification and Inspection of Bylaws.

The original or a copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the members and directors of the corporation at all reasonable times during office hours.

ARTICLE 9 - DISSOLUTION

On dissolution of this corporation, the Board of Directors shall cause the corporation's assets to be distributed to another corporation with purposes similar to that identified in the Articles of Incorporation, and Article 2 of these Bylaws.

ARTICLE 10 - MISCELLANEOUS

Section 10.1. Reports to Directors.

The president shall furnish a written report annually to all directors of this corporation containing the following information:
(1) The assets and liabilities, including the trust funds, of this corporation as of the end of the fiscal year;
(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(3) The revenue or receipts of this corporation, both unrestricted and restricted for particular purposes, for the fiscal year;
(4) The expenses or disbursements of this corporation, for both general and restricted purposes, during the fiscal year;
(5) Any such additional information required by law.

Section 10.2. Reports to Members.

The Board of Directors shall present to the members at a members’ meeting an annual report of the program and finances of this corporation.

Section 10.3. Fiscal Year.

The fiscal year of this corporation shall end each year on March 31.

Section 10.4. Contracts.

Any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing, and any assignment or endorsement thereof, entered into on behalf of this corporation must be authorized by the president. The Board of Directors, except as otherwise provided in the Bylaws, may authorize any officer or officers, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, and except as provided in this Section, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount.

Section 10.5. Execution of Checks.

Except as otherwise provided by law, every check, draft, promissory note, money order or other evidence of indebtedness of the corporation shall be signed by such individuals as are authorized by the Board of Directors.
Section 10.6. Amendments. These Bylaws may be amended from time to time by a vote of two thirds (2/3) of the members present at any meeting. The proposed amendments to these bylaws shall be submitted in writing to the members at least ten (10) business days in advance of the time at which the members will be asked to vote on such changes.

CERTIFICATE OF SECRETARY

I, the undersigned, being the Secretary of San Francisco Paramedic Association, hereby certify that the above Bylaws consisting of ________ pages were adopted as the Bylaws of this corporation. These Bylaws are, as of the date of this certification, the duly adopted and existing Bylaws of this corporation.
IN WITNESS WHEREOF, I have set my hand this ________ [ date].

_________________________
[Signature of secretary]