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BYLAWS OF
SacBB
ARTICLE 1
Name, Purpose and Principal Address
Name and Purpose
1.1 The association’s name shall be “Sacramento Brick Builders” which may operate and do
business as “SacBB” and/or “SacBB, a LEGO® User Group”. LEGO® is a trademark of The
LEGO Group and/or its affiliated entities, which are independent of and do not operate or control
SacBB.
1.2 SacBB is a formal club with members composed of LEGO® enthusiasts, adult and juvenile,
as well as enthusiasts of other popular and commercially available interlocking brick toy systems
compatible with the LEGO® standard.
1.3 SacBB is dedicated to creating and maintaining public awareness of, appreciation for, and
fellowship related to LEGO, LEGO Trains, and other LEGO related hobbies, primarily through
discussion and presentation at events that celebrate the historic and ongoing contribution of
LEGO to the hobbyist community.
1.4 The association may be referred to herein as “SacBB,” “association” or “club.”
1.5 These bylaws (the “Bylaws”) shall constitute the bylaws of the association, its governing
principles, and its Governing document within the meaning of California Corporations
Code section 18008 or any successor statute.
1.6 It is the intent of these Bylaws that the above referenced name of the association be in accord
with the publication “Guidelines for the Use of LEGO Group Intellectual Property Assets by
Recognized LEGO® User Groups” and the rules and policies stated therein promulgated by The
LEGO Group and/or its affiliated entities.
Principal Address
1.7 The principal address of SacBB is TBD. Such principal address shall be deemed the principal
office of SacBB for all purposes.
Other Addresses and Offices
1.8 SacBB may also have addresses or offices at other places within or without the
State of California where it is qualified to do business, as its needs may require and as the
Executive Committee may from time to time designate.
Change of Address
1.9 The Executive Committee has full power and authority to change the principal address of
SacBB from one location to another. Any change of address may be noted by the Secretary in
these Bylaws or other records of SacBB, and these Bylaws shall be deemed to be amended
accordingly.
ARTICLE 2
Members
Classes of Membership and Rights
2.1 SacBB will have two classes of membership as follows: Active Members and Associate
Members .
2.2 The “Membership” or individual “Member(s)” of SacBB for purposes of these Bylaws and
the California Corporations Code (including, but not limited to, Section 18015 thereof) shall
include those persons qualified to be, and duly admitted as, Active Members and Associate
Members in accordance with the provisions of these Bylaws.
2.3 Only Active Members have the rights set forth in Article 4.2 of these Bylaws. In all other
respects, the rights, interests, and privileges of all Members, regardless of class, shall be equal.
Qualifications
2.4 Qualifications for Membership are as follows:
(a) “ Active Member(s)” shall have the following qualifications:
(i) Be a person 18 years of age or older who is legally competent to
enter into binding contracts.
(b) “ Associate Member(s)” shall have the following qualifications:
(i) Be a person under 18 years old.
Types of Club “Memberships”
2.5 SacBB may, from time to time, change or restructure the “categories” or “types” of
club “memberships” within the discretion of the Executive Committee, especially with
respect to the payment of annual dues, the privileges of membership, and participation in
club activities. Such “categories” or “types” of club “memberships,” however designated,
including any “Youth” or “Family” memberships, shall not alter or amend the provisions
of these Bylaws, establishing the above described two classes of Membership.
(a) At the time of adoption of these Bylaws, the following club “memberships” exist:
(i) Individual Adult Memberships
(A) Individual Adult Members are adults 18 years of age or older.
(ii) Individual Youth Memberships
(A) Individual Youth Members are youths under 18 years of age who may be
Members of SacBB with the consent of their parent or legal guardian . An
Individual Youth Member’s parent(s) or legal guardian(s) are not required to be
club members, but may attend club meetings.
(iii) Family Memberships
(A) Family Memberships consist of up to six persons from the same immediate
family, and shall designate a “ Family Representative” to act as the primary
contact between SacBB and the family. The Family Representative shall be an
adult 18 years of age or older. The family members shall designate their Family
Representative in writing to the Vice President or by any such other procedure as
may be established by SacBB’s member intake policies or procedure.
(B) While all of the persons associated with Family Membership may be
generally referred to as club “members,” the family is considered to have one
membership and only the Family Representative shall be a Member of SacBB
for purposes of these Bylaws. A family membership shall not consist of just a
single person.
(b) All “Individual Adult Members” shall be Active Members.
(c) All “Individual Youth Members” shall be Associate Members.
(d) Any “ Family Representative” associated with a Family Membership shall be an
Active Member.
Initial Eligibility for Membership
2.6 Qualified persons will be admitted to Membership upon fulfillment of all of the following
requirements, except where one or more of such requirements is deemed waived or satisfied by
the Executive Committee:
(a) Submitting a completed application for membership. The application must be
made on an application form or forms as prescribed from time to time by SacBB.
(b) Payment of initial membership dues .
(c) Acceptance of these Bylaws . The application form or forms shall contain a statement
to the effect that the applicant has read these Bylaws and any other rules that may be
adopted from time to time, that the applicant is familiar with and understands them, and
that if admitted to Membership, the applicant and any parent or legal guardian
consenting to such applicant’s participation agrees to be bound by such instruments.
(d) Acceptance and approval of the application by any member of the Executive
Committee.
2.7 There is no geographic or residency requirement. SacBB welcomes members from anywhere.
2.8 At the time of acceptance of these Bylaws, all current Members are deemed to have satisfied
the eligibility requirements, but remain subject to the eligibility retention requirements below.
These Bylaws supersede any and all previous Bylaws, policies, procedures or agreements about
membership and dues.
2.9 SacBB shall not discriminate against applicants or members based on race, color, religion,
creed, sex, sexual orientation, gender identity, national origin, ancestry, age, veteran status,
disability, genetic information, military service, or other protected status.
Retention of Eligibility for Membership
2.9 Qualified persons retain eligibility for Membership by fulfillment of all of the following
requirements, except where one or more of such requirements is deemed waived or satisfied by
the Executive Committee:
(a) Prompt payment of membership dues for the current calendar year.
(b) Compliance with all other requirements set forth in these Bylaws.
2.10 Loss of eligibility for membership shall be corrected within 60 days, or may be grounds for
involuntary termination of membership in accordance with Section 2.17 below.
Associate Member Eligibility for Membership as Active Member
2.11 Any Associate Member who becomes qualified to be an Active Member upon turning 18
years old shall be deemed an Active Member.
Number of Members
2.12 There is no limit on the number of members that SacBB may admit.
Transferability of Membership
2.13 Neither Membership in SacBB nor any rights in the Membership may be transferred or
assigned for value or otherwise, without the express consent of the Executive Committee.
Membership Records
2.14 The Association will keep membership records containing the name, contact information
and other relevant information of each member. The membership records shall note if a
membership has terminated, the manner of termination, and the date on which that membership
ceased. The membership records may kept in electronic format and preserved in accordance with
the discretion of the Executive Committee, subject to any rights of inspection as may be required
by law.
Termination of Membership
2.15 Voluntary Termination of Membership. Any Member in good standing may apply for
voluntary membership termination at any time by postal or electronic mail notice to any member
of the Executive Committee. The Executive Committee shall deem such notice accepted on
evidence of return of all SacBB property and satisfaction of all obligations and shall strike the
Member from the membership book/roll of club Members maintained by SacBB.
2.16 Termination By Death . The membership of any Member of the SacBB automatically
terminates on the death of the Member.
2.17 Loss of Eligibility for Membership. Any Member who has not corrected the grounds for
loss of eligibility for membership, including, but not limited to, the failure to pay dues, within 60
days of notice of such loss of eligibility shall have their membership terminated.
(a) Such termination shall be within the discretion of the Executive
Committee. At the discretion of the Executive Committee, the Member may be given
further opportunity to remedy any cause or grounds for ineligibility.
(b) The involuntary termination of a Member’s membership shall bar the person from
future eligibility for membership, unless such future membership is approved by a
majority vote of the Executive Committee.
(c) Notice of loss of eligibility and any subsequent termination may be given to the
Member by mail or electronic mail to the postal address or email of record of the
Member.
2.18 Suspension and Expulsion for Good Cause. The Executive Committee is authorized to
suspend or expel from Membership, any Member for good cause.
(a) “Good cause,” as used in this section, means any of the following:
(i) Any conduct that brings SacBB into disrepute or violates the purposes for which
SacBB was formed.
(ii) Any failure or refusal to abide by these Bylaws or other rules and policies.
(iii) Failure to abide by SacBB’s standards of Member conduct, as set forth below in
these Bylaws.
(b) The Executive Committee shall have the discretion to establish any process or
procedure it deems necessary and appropriate to consider and enforce the suspension
or expulsion of any Member for good cause.
(c) Any individuals who are part of a Family Membership may be barred from
participation in club activities under the Family Membership without affecting the ability
of the rest of the family to participate in SacBB. If the Family Representative is
voluntarily or involuntarily terminated, the family may select a new Family
Representative who shall be qualified to be and who shall become the designated Active
Member in connection with the Family Membership.
Member Conduct
2.19 All Members shall abide by SacBB’s standards of Member conduct, both in person and
online, as follows:
(a) ASSS OR OTHER PARTICIPANTS 15
YEARS OLD AND UNDER SHALL BE DIRECTLY SUPERVISED BY A
PARENT OR LEGAL GUARDIAN AT ALL TIMES AT CLUB MEETINGS OR
FUNCTIONS. Such Associate Members’ or other participants’ parents or legal
guardian shall be fully responsible for their children’s conduct, and fully liable for
any and all damages caused by their children.
(b) THE ATTENDANCE OF A PARENT OR LEGAL GUARDIAN IS NOT
REQUIRED FOR AN ASSOCIATE MEMBER OR OTHER PARTICIPANT 16
TO 17 YEARS OLD TO PARTICIPATE IN CLUB MEETINGS OR FUNCTIONS
ON CONDITION THAT SUCH PERSON’S PARENT OR LEGAL GUARDIAN
CONSENTS AND AGREES THAT NEITHER SACBB NOR ANY OFFICER OR
OTHER MEMBER SHALL ASSUME ANY DUTY OR OBLIGATION TO
SUPERVISE SUCH PARTICIPATION. Such Associate Members’ or other
participants’ parents or legal guardians (i) shall be fully responsible for their
children’s conduct, and fully liable for any and all damages caused by their children
and (ii) shall be deemed to have fully consented to such unsupervised participation.
(c) It is the responsibility of the parents or legal guardians of any Associate
Members or other participants under the age of 18 to supervise any participation by
such Associate Members or other participants in any online discussion groups,
email or other internet based activities in connection with SacBB activities.
(d) All Members 18 years old and older are responsible for their own conduct and are
personally responsible for any and all damages they may cause.
(e) All Members shall respect common sense rules for public behavior, personal
interaction, common courtesy, and respect for private property. Harassing or offensive
behavior will not be tolerated.
Rights and Obligations on Termination
2.20 All rights and interests of a Member cease on the termination of membership. There shall be
no pro-rated dues return or fee refunds following termination.
2.21 Termination of membership does not relieve the Member, or the Member’s estate in the
event of termination by death, of the obligation to pay any dues or other charges that have
accrued and remain unpaid at the time of termination.
2.22 Upon termination of a Member’s membership, any SacBB club property in the possession
of the Member shall be returned to SacBB.
2.23 Termination of a Member’s membership, does not release the Member from his or her
obligations to SacBB, including, but not limited to, any obligation to return SacBB club property.
2.24 Guests are welcome to attend regular meetings but hold none of the rights that SacBB
Members enjoy.
ARTICLE 3
Meetings of Members
Place
3.1 Meetings of members will be held at any place as may be designated from time to time by the
Executive Committee.
Regular and Annual Meetings
3.2 Members generally meet on a monthly basis and on such dates and at such locations as may
be designated from time to time by the Executive Committee. Additional meetings and exhibits
may or may not allow public attendance. SacBB may from time to time present or participate in
events, exhibits, and/or shows. These events may be organized by SacBB or by other groups as
deemed appropriate by the Executive Committee.
3.3 Elections for Officers will be held at an annual meeting to be set by the Executive
Committee.
Special Meetings
3.4 Special meetings of Members may be called by the Executive Committee or any
two Officers of SacBB.
Notice of Meetings
3.5 Notice of regular Membership meetings is not required. However, as a matter of practice, the
date, time and location of all meeting shall be published online at www.sacbb.org or at such
other successor internet address as may be established hereafter and the Membership shall
generally be advised of the regular meeting schedule from time to time by email and/or other
communications.
3.6 Written notice of any annual or special meeting of the Membership shall be given by mail or
electronic mail to the postal address or email of record of all Members not less than 14 days
before the date of the meeting.
Quorum
3.7 A quorum at any meeting of Members shall consist of at least one member of the Executive
Committee and a number of Members not unreasonably disproportional to the usual attendance
at a similar Member meeting of the type of meeting being held. Such determination of quorum
shall be in the sole and absolute discretion of the Executive Committee member presiding over
or attending such meeting, subject to a majority vote of attending Executive Committee members
in the event of any disagreement over the existence of a quorum. Quorum shall be deemed met at
any meeting at which business is conducted or any vote taken if (i) such meeting is attended by
at least one member of the Executive Committee, (ii) no objection is heard among attendees as to
the number of attendees for the purpose of conducting business and taking any vote, and (iii) no
determination is otherwise made or announced as to the existence of a quorum.
Lack of Quorum
3.8 In the absence of a quorum, no business may be transacted or vote taken at any meeting of
Members, except as otherwise provided in these Bylaws.
Loss of Quorum
3.9 The Members present at a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment, unless enough members withdrawal leaving less
than a quorum.
Voting by Membership
3.10 Each Member, whether an Active Member or Associate Member, shall be entitled to one
vote on each matter submitted to a vote of the Members, including the election of
Officers.
(a) Up to and no more than two of the Active Members of a Family Membership shall be
entitled to cast votes. No other vote shall be cast or considered by any other individual
participating in SacBB as a member of a Family Membership or other group membership.
(b) Members entitled to vote are not permitted to vote or act by proxy.
3.11 Voting will be by voice vote for all matters other than the election of Officers, unless
otherwise specified by the person presiding over the meeting. The election of Officers shall be
conducted by secret ballot.
3.12 Unless otherwise specified by these Bylaws, any action that may be taken at any meeting of
Members may be approved, ratified and/or adopted by a majority vote of the Members present,
including the election of Officers.
3.13 In the case of a tie, a re-vote or runoff election may be held, in the discretion of the person
presiding over the meeting or election.
Conduct of Meetings
3.14 Any member of the Executive Committee or, in the absence of all members of the
Executive Committee, any other person designated by the Executive Committee may act as
chairperson of and preside over the meetings of the Members.
3.15 The presiding Executive Committee member or designee of the Executive Committee may
establish any rules of order he or she deems necessary or appropriate in the conduct of any
meeting of the Members. Robert’s Rules of Order may be adopted, but shall not be required.
Record Date of Membership
3.16 The record date for the purpose of determining the members entitled to notice of any
meeting of Members is 14 days before the date of the meeting of members. The record date for
the purpose of determining the members entitled to vote at any meeting of members is 14 days
before the date of the meeting of Members. The record date for the purpose of determining the
Members entitled to exercise any rights in respect to any other lawful action is 14 days before
that other action.
ARTICLE 4
Member Rights and Obligations
All SacBB Members
4.1 All Members shall have the following rights and privileges, as further set forth in these
Bylaws:
(a) To communicate with other club members and participate in online discussion groups
as described in these Bylaws;
(b) To manage his or her club membership;
(c) To nominate persons for club Officer positions;
(d) To cast ballots in Membership votes as described in these Bylaws;
(e) To submit a petition to initiate a Special Interest Group (SIG) as described
in Article 8; and
(f) To attend Club meetings and events and otherwise participate in club activities, on
condition that Associate Members (including those persons with a membership currently
designated as “Individual Youth Members”) abide by all rules promulgated by SacBB in
connection with the attendance and participation of persons under 18 years old. Parents or
legal guardians of Associate Members may also attend.
Active Members Only
4.2 Only Active Members shall have the following rights and privileges, as further set forth in
these Bylaws and any applicable law:
(a) To be nominated and serve as a club Officer as further set forth in these Bylaws.
(b) To petition for the removal of club Officers as further set forth in these Bylaws.
(c) Associate Members may be selected to chair ad hoc committees as provided for under
Article 8 of these bylaws.
(d) To otherwise exercise any and all rights and privileges as a member of the association
under California law, including, but not limited to, any rights and privileges pursuant to
Title 3 (Unincorporated Associations) of the California Corporations Code (Corp. Code §
18000 et seq .).
Member Liability
4.3 No Member, Officer or agent of this nonprofit association shall be liable for a debt,
obligation, or liability of the association solely by reason of being a Member, Officer or agent.
4.4 To the fullest extent permissible under California law, it is the express intent of these Bylaws
that no Member shall have any legal liability or obligation to any third party by virtue of such
Member’s participation in SacBB.
4.5 The parent(s) or legal guardian(s) of any Associate Member or other participant in club
meetings or activities under the age of 18 (“minors”) shall be fully and solely responsible and
liable for the safety and well-being of such minors. By accepting these Bylaws and/or giving
consent to such participation, parent(s) or legal guardian(s) of such minors waive and release any
and all claims against SacBB and any Officer or Member relating to or arising out of any alleged
failure to supervise the activities or participation of such minors.
THE PARENT(S) OR LEGAL GUARDIAN(S) OF ALL MINORS ARE HEREBY
EXPRESSLY ADVISED THAT NEITHER SACBB NOR ITS OFFICERS OR
MEMBERS UNDERTAKE ANY DUTY OR OBLIGATION TO SUPERVISE THE
ACTIVITIES OR PARTICIPATION OF SUCH MINORS IN ANY MEETING OR
CLUB ACTIVITY. YOU SHOULD NOT PERMIT THE UNSUPERVISED
PARTICIPATION OF ANY MINOR UNDER THE AGE OF 18 IF YOU HAVE
ANY CONCERN OR RESERVATION REGARDING THE MINOR’S ABILITY
OR CAPACITY TO ADEQUATELY SUPERVISE HIS OR HER OWN
PARTICIPATION. BY ACCEPTING THESE BYLAWS AND/OR ALLOWING
AND CONSENTING TO YOUR MINOR CHILD’S PARTICIPATION IN
MEETINGS AND CLUB ACTIVITIES, YOU AGREE TO WAIVE AND
RELEASE ANY AND ALL CLAIMS AGAINST SACBB AND ANY OFFICER
OR MEMBER RELATING TO OR ARISING OUT OF ANY ALLEGED
FAILURE TO SUPERVISE THE ACTIVITIES OR PARTICIPATION OF SUCH
MINOR CHILD.
ARTICLE 5
Notice to and Communication with Members
Electronic Discussion Groups
5.1 Members may subscribe to the electronic discussion groups that the Executive Committee
selects as means of communication. Provisions for Members without internet access may be
handled on a case-by-case basis. Members should keep all communications on any such
discussion groups confidential and between the Member and the other SacBB Members, unless
approved by the Executive Committee or otherwise consented to by the Members involved in the
communications or unless the nature of the communications is such that they are clearly intended
to be shared with others.
5.2 In the discretion of the Executive Committee, any Member who unsubscribes from the “All
Members” electronic discussion group or mailing list may be deemed an application for
voluntary membership termination pursuant to Section 2.15.
Member Electronic Mail (Email) Address
5.3 Members are responsible for ensuring that their electronic mail address of record is a good
and valid address capable of receiving and transmitting messages in a timely manner. SacBB
shall not be responsible for failures in delivery.
Member Mail Address and Telephone Number
5.4 Members are responsible for ensuring that their postal mail address and phone number of
record is valid and capable of receiving notifications in a timely manner. SacBB shall not be
responsible for failures in delivery.
Manner of Giving Notice to Members
5.5 Unless otherwise specified, notice to Members may be given by (i) mail to the postal address
of record of the Member; (ii) electronic mail to the email address of record of the Member; (iii)
or by telephone.
5.6 Where written notice is required by these Bylaws, such written notice to Members may be
given by either (i) mail to the postal address of record of the Member or (ii) electronic mail to the
email address of record of the Member.
5.7 The postal and email addresses “of record” for a Member shall be those addresses appearing
on the membership book/roll of club Members maintained by SacBB or at the addresses given by
the Member to the Association for the purpose of notice. If no address appears or was given by
the Member, notice will be given if made by posting of such notice at any regular or annual
meeting of SacBB.
5.8 Notice is deemed given for electronic mail when it is submitted for electronic transmission.
Notice is deemed given for postal mail when deposited with the U.S. Postal Service for delivery.
5.9 Except for extraordinary reasons, the Executive Committee shall endeavor to advise all
Members of any changes in the regular means of communication with Members so as to
reasonably keep all Members advised of SacBB affairs and to avoid disenfranchising any
Member if reasonably possible. Generally, the Executive Committee shall endeavor to provide
two months’ notice of any intended change in the regular means or medium of communication
with Members so as to facilitate an orderly transition to the new means or medium of
communication.
5.10 Notwithstanding the provisions of these Bylaws dispensing with notice of regular meetings,
no action may be taken on any of the following matters at any regular or special meeting unless
written notice of the general nature of the matter or proposal has been given to the Membership:
(i) any proposal to sell, lease, convey, exchange, transfer, or otherwise dispose of all or
substantially all of the property or assets of SacBB;
(ii) any proposal to incur any indebtedness and/or to disburse funds above the threshold
set forth in Article 9;
(iii) any proposal to incorporate or otherwise change the structure of SacBB’s business
entity;
(iv) any proposal to amend the SacBB’s Bylaws; or
(v) any proposal to wind up and dissolve SacBB.
Contents of Written Notices
5.11 Where written notice of a meeting is required by these Bylaws, the notice must state the
place, date, and time of the meeting. In the case of special meetings, the notice must specify the
general nature of the business to be transacted.
ARTICLE 6
Board / Executive Committee
Number
6.1 The association will have four (4) elected board members who shall serve as the “Officer(s)”
of SacBB and who shall be deemed the “Executive Committee.”
Qualifications
6.2 Any Active Member of SacBB is qualified to be an Officer. All Executive Committee
members must be Active Members of SacBB.
Terms of Office
6.3 The term of office of all Officers shall run concurrently and shall be for two years, coinciding
with SacBB’s annual meeting. There shall be no restriction on the number of consecutive or total
terms of office that an Officer may hold. No Member may be selected to hold more than one
office unless the Membership of SacBB is less than four (4) Members.
Nominations
6.4 Any person qualified to be an Officer may be nominated by the method of nomination
authorized by the Executive Committee or by any other method authorized by law.
6.5 The current process for the making of nominations, which shall be subject to change or
modification at any time by the Executive Committee, is as follows:
(a) Nominations for the election of Officers shall open no less than two months prior to
the scheduled election of Officers.
(b) Nominations may be submitted in writing to any member of the current Executive
Committee, or made public on the electronic communication medium then in use by
the association.
(c) A nomination shall consist of the name of the Member, the office for which the
Member is being nominated. A supporting statement may be included by the nominee.
The nominator shall be a Member in good standing, and a Member may nominate himself
or herself. A nomination is subject to acceptance by the nominee.
(d) Any Officer elected by a vote of Members entitled to vote in any given election shall
be deemed to have been regularly and properly nominated for such office unless
otherwise determined by the Executive Committee.
Election
6.6 The Officers of the Executive Committee shall be elected in accordance with Section 7.2 of
these Bylaws.
Compensation
6.7 The Officers serve without compensation, except that they shall be allowed and paid their
actual and necessary expenses incurred in accordance with any provisions of these Bylaws
allowing compensation for such expenses.
Duties
6.8 The duties of the Officers of the Executive Committee include the following:
(a) To perform any and all duties imposed on them collectively or individually by law, by
these Bylaws and/or any other applicable organizing documents of the association.
(b) To employ agents and/or employees as may be authorized from time to time by a vote
of the Members.
(c) To supervise all agents and employees to ensure that their duties are properly
performed.
(d) To take all other lawful actions in the management and conduct of the affairs and
business dealings of SacBB.
Meetings of the Executive Committee
6.9 Meetings of the Executive Committee may be called by the President or any two Executive
Committee Members.
6.10 A majority of the authorized number of Officers constitutes a quorum of the Board for the
transaction of business, except as otherwise provided in these Bylaws.
6.11 Except as otherwise provided in these Bylaws, or by law, every act or decision done or
made by a majority of the Officers present at a meeting duly held at which a quorum is present is
the act of the Executive Committee.
6.12 At any meeting at which a quorum was initially present, the Executive Committee may
continue to transact business notwithstanding the withdrawal of Officers if any action taken is
approved by at least a majority of the required quorum for that meeting, or any greater number as
is required by the law or these Bylaws.
6.13 The President or, in his or her absence, any Officer selected by the members of the
Executive Committee then present, will preside at meetings of the Executive Committee. The
Secretary or, in the Secretary’s absence, any person appointed by the presiding Officer will act as
Secretary of the Board. Members of the Executive Committee may participate in a meeting
through use of conference telephone or similar communications equipment, so long as all
members participating in the meeting can hear one another. This participation constitutes
personal presence at the meeting.
6.14 The presiding Officer may establish any rules of order he or she deems necessary or
appropriate in the conduct of any meeting of the Executive Committee. Robert’s Rules of
Order may be adopted, but shall not be required.
Action Without Meeting
6.15 Any action required or permitted to be taken by the Executive Committee may be taken
without a meeting, if all members of the Executive Committee consent to that action, recorded in
writing. Action by written consent has the same force and effect as the unanimous vote of the
Executive Committee.
Removal
6.16 The entire Executive Committee, or any individual Officer, may be removed from office at
any time by the vote of a majority of the voting Members of SacBB. If any or all Officers are so
removed, new Officers may be elected at the same meeting and the new Officers hold office for
the remainder of the terms of the removed Officers. If new Officers are not elected at the
meeting, the vacancy or vacancies created by the removal will be filled as provided by these
Bylaws.
6.17 Any Active Member may petition for removal of the entire Executive Committee or any
individual Officer.
Vacancies
6.18 Vacancies on the Executive Committee exist
(i) on the death, resignation, or removal of any Officer;
(ii) whenever the number of authorized Officers is increased by amendment; and
(iii) on failure of the Members in any election to elect the full number of Officers
authorized.
6.19 The Board may remove and declare vacant the office of an Officer if
(i) the Officer is declared of unsound mind by an order of court, or charged with or
finally convicted of a felony;
(ii) the Officer either fails to accept the office after notice of election or fails to
adequately fulfill his or her duties as an Officer; or
(iii) the Officer becomes ineligible for membership.
6.20 Vacancies caused by the death, resignation, or disability of an Officer or Officers, or by
removal as provided in these Bylaws, or by an amendment increasing the authorized number of
Officers shall be filled by appointment by the President, or if the office of President is vacant, by
a majority vote of the remaining Officers even if less than a quorum, or by appointment by any
sole remaining Officer.
6.21 If the entire Executive Committee has become vacant and no Officer is left to fill the
vacancies, the vacancies shall be filled by a majority of the voting Members present at a meeting
of Members called for that purpose.
(a) Persons elected to fill vacancies hold office for the unexpired terms of their
predecessors and until their successors are qualified and elected.
ARTICLE 7
Officers
Titles
7.1 The Officers of the association and their duties will be as follows:
(a) President. The President is the primary executive Officer of SacBB and, in general
but subject to the control of the Executive Committee, supervises and controls the affairs
of SacBB. The President shall be the representative of SacBB on any occasion when a
person is required to act in that capacity. The President shall be responsible for SacBB
marketing and public relations, and may appoint assistants in these areas at his or her
discretion. The President shall be an authorized signatory on the Club’s bank accounts.
The President shall have the discretion and authority to appoint volunteer coordinators for
such purposes as the President may see fit, subject to the management authority of the
Executive Committee.
(b) Vice President. The Vice President shall maintain the official membership book/roll
of club Members and make it available to Officers in accordance with the performance of
their duties. The Vice President is responsible for overseeing the signing-up of new
Members and retaining existing Members. The Vice President shall perform the duties of
the President at meetings, and other occasions as appropriate, should the President be
unable to attend.
(c) Treasurer. The Treasurer shall be an authorized signatory on, and the primary
caretaker of, SacBB’s bank account(s). The Treasurer shall
(i) manage all financial transactions,
(ii) maintain a correct record of SacBB’s available funds and debts outstanding (including
Member debts to SacBB),
(iii) maintain the dues and fees schedule and the petty cash fund,
(iv) be responsible for the initiation, management, and termination of accounts in
accordance with good and prudent financial practice, and
(v) be responsible for oversight of disbursement of funds.
The Treasurer shall report financial activity status at the annual meeting. The Treasurer
shall also be responsible for producing and reporting other financial reports and analyses
as requested by the Executive Committee and ensuring the filing of any required tax or
other regulatory compliance filings. The Treasurer shall assume the duties to the Vice
president at meetings or other events should the Vice President be unable to attend or has
assumed the duties of the President.
(d) Secretary. The Secretary shall keep
(i) a record (the minutes) of meeting activities, including votes, and shall make same
reasonably available to the Executive Committee and Membership and
(ii) the original or a copy of SacBB’s operative bylaws as amended or otherwise altered
to date. The Secretary shall be responsible for meeting room/venue scheduling, notifying
the Membership of meetings, and coordinating meetings as may be required. The
Secretary shall be responsible for maintaining an inventory of SacBB property and
Member owned property loaned to SacBB.
Election of Officers
7.2 The Officers will be elected by the vote of a majority of the voting Members of
SacBB at SacBB’s annual meeting coinciding with the expiration of the two year terms of the
current Officers pursuant to Section 6.3 of the Bylaws.
7.3 The procedures for conducting the election of Officers shall be determined by the
Executive Committee.
General Duties of Officers
7.4 All Officers must perform all duties incident to their office and any other duties as may be
required by law, by the organizational instruments, or that may be assigned to him or her from
time to time by the Executive Committee or by vote of the Members.
Officer Conflict of Interest Policy (COI)
7.5 No Member shall be disqualified from holding any club office by reason of any interest in
any other club or concern. However, whenever a club Officer has a financial or personal interest
in any matter(s) coming before the Executive Committee, including participation in events or
disbursement of club funds, the Officer shall:
(a) Fully disclose the nature of the interest; and
(b) Recuse himself or herself from voting on the matter(s) if he or she believes that such
interest may materially affect his or her ability to impartially vote on the matter(s) in
good faith. If the Officer fails to recuse himself or herself from voting on the matter(s)
despite having a potential conflict of interest that may materially affect his or her ability
to impartially vote on the matter(s) in good faith, he or she may be barred from
participation in any decision making on the matter(s), including any vote in connection
therewith, by a majority vote of the other disinterested members of the Executive
Committee.
7.6 Any vote involving a potential conflict of interest shall be approved only when a majority of
disinterested Executive Committee officers determine that it is in the best interest of the club to
do so. The Secretary shall record minutes of meetings where votes involving a potential conflict
of interest are taken that shall record such disclosure, recursion, and rationale for approval. In the
event that there are insufficient disinterested officers to constitute a quorum, then a vote of the
Members shall be taken to decide the matter(s).
ARTICLE 8
Committees and Special Interest Groups
Ad Hoc Committees
8.1 Ad hoc committees for specific purposes or activities may be designated from time to time
by resolution of the Executive Committee. Chairs will be appointed by the Executive Committee
Board. Members of ad hoc committees will be appointed by their respective chairs in the number
deemed advisable, unless otherwise provided by the Executive Committee in its resolution
designating an ad hoc committee.
Terms of Office
8.2 Chairs and members of ad hoc committees serve as such for the life of the committee unless
they are sooner removed, resign, or cease to qualify as the chair or a member of the committee.
Rules
8.3 Each Committee may adopt rules for its own government and procedure not inconsistent with
law, with these Bylaws, or with the rules, regulations, and resolutions adopted by the Executive
Committee.
Special Interest Groups (SIGs)
8.4 Any Member may propose the creation of a Special Interest Group (SIG) by submitting a
petition to the Executive Committee. The petition shall define the name, purpose, powers, and
duties of the SIG. The SIG will come into existence if the Executive Committee approves the
petition. All Members of the club are also Members of the SIG without limit.
8.5 Each Special Interest Group shall have the powers and duties defined in the petition or
resolution adopting it, and shall have a designated representative (the “SIG chairperson”) to
report to the Executive Committee and the rest of the club at least annually. Such SIG
chairperson serves at the pleasure of the Executive Committee and may be appointed by the
President. The SIG chairperson may be any Active Member, including any current club Officer.
8.6 Special Interest Groups shall not have separate treasuries. Their expenditures, if any, shall
come from the general club treasury, and their revenues, if any, shall likewise accrue to the club
treasury.
8.7 A Special Interest Group may be dissolved by vote of the Executive Committee.
ARTICLE 9
Records, Dues, SacBB Property, Reimbursements,
Budgets and Fiscal Year Keeping Records
9.1 SacBB shall keep adequate and correct records of account and minutes of the proceedings of
its Executive Committee and any other committees.
9.2 SacBB shall also keep a record of its Members, including their names and addresses and the
class of membership held by each. This membership book/roll shall be kept in written form,
though it may be kept electronically.
Annual Dues
9.3 All Members shall pay annual dues in the amount and on such dates as determined by the
Executive Committee.
Assessments
9.4 Memberships in the Association are non-assessable.
Property of Association
9.5 Dues paid to SacBB and any other funds collected by SacBB in the ordinary course of its
operation, such as event or admissions fees, are the property of SacBB.
9.6 All club funds shall be kept in a recognized financial institution, except for a small amount of
petty cash held by the Treasurer or other member of the Executive Committee as the Executive
Committee may deem appropriate or convenient.
9.7 In accordance with the club purpose as set forth in Article 1 of these Bylaws, SacBB may
acquire and dispose of property as necessary to support operations. Modification or disposal of
club property must be approved by the Executive Committee in advance.
9.8 The Secretary shall establish and maintain a master inventory of club property. Subject to the
discretion of the Executive Committee, such master inventory shall include any club property
with a value of more than $20.00. Notwithstanding the foregoing, the master inventory need not
include any property the Executive Committee deems to be consumable property, which shall
generally consist of property intended to be consumed or distributed to others within one year,
including property such as supplies, LEGO parts and sets to be used as prizes or giveaways,
t-shirts, etc.
9.9 The club can accept gifts, donations, loans, or similar of property or items consistent with its
purpose, or furthering of its goals, subject to a review and their acceptance by the Executive
Committee. Such property may be added and maintained as part of the club’s property inventory
by the Secretary, and used by the club for its purposes as determined by the Executive
Committee and/or applicable SIG chairperson.
9.10 The Executive Committee may from time to time determine that some property in the club’s
possession are no longer needed, and/or in the club’s interest. In such cases, property loaned to
the club shall be returned to its original owner via a means determined by the Executive
Committee. Club owned property so determined may be disposed of by the club by sale,
donation, or destruction, as determined by the Executive Committee. If disposal by sale is
determined, the property availability shall be announced to all Members in good standing for
purchase, in a manner chosen by the Executive Committee. If no Member(s) wish to purchase
such property, it shall be disposed of as determined by the Executive Committee.
9.11 Any disbursement or loan of club funds or property greater than $1,000 or 50% of the club
funds (whichever is higher) for any purpose requires approval by a majority vote of
Members prior to such disbursement or loan.
Reimbursements
9.12 If an expense authorized in advance by the Executive Committee is incurred by a Member,
that Member is eligible for reimbursement, provided that the Member provides adequate receipts
for the expenditure. The Executive Committee may authorize other reimbursements provided
that such reimbursements do not otherwise violate these Bylaws or any other applicable law.
Budgets
9.13 The club shall operate on a cash basis for accounting purposes and shall not expend funds if
the club does not already hold the funds.
9.14 There is no requirement for a club budget. Should the Executive Committee so decide and
direct, a budget may be developed.
Fiscal Year
9.15 SacBB’s fiscal year is the calendar year.
Club Insignia, Seal and/or Logo
9.16 The Board may adopt, use, alter, or cancel an association insignia, seal, or logo. The Board
may adopt rules prescribing the time, manner, and place in which the insignia, seal, or logo may
be worn or used.
ARTICLE 10
Execution of Instruments and Funds
Execution of Instruments
10.1 The Executive Committee, except as otherwise expressly provided in these Bylaws, may by
resolution authorize any officer or agent of the association to enter into any contract and deliver
any instrument in the name of and on behalf of the association. This authority may be general or
confined to specific instances.
Checks and Notes
10.2 Except as otherwise specifically determined by resolution of the Executive Committee or as
otherwise required by law or by these Bylaws, checks, drafts, promissory notes, orders for the
payment of money, and other evidences of indebtedness of this association must be signed by the
Treasurer or President.
Deposits
10.3 All funds of the association must be deposited from time to time to the credit of the
association in banks, trust companies, or other depositories as the Executive Committee may
select.
ARTICLE 11
Dissolution
11.1 SacBB may be dissolved in accordance with the provisions of California Corporations Code
sections 18410 and 18420, or any successor statutes.
11.2 Upon the dissolution of SacBB, its assets remaining after payment, or provision for
payment, of all its debts and liabilities, shall be distributed to a non-profit fund, foundation, or
corporation which is organized and operated for charitable purposes, as directed in the resolution
that authorizes the dissolution of the club. Any Member-owned property shall be returned to
such Member if possible.
ARTICLE 12
Bylaws
Adoption, Amendment, and Repeal
12.1 These Bylaws become effective on their being signed by the President and certified by the
Secretary following their adoption by the vote or written consent of the voting Members in
accordance with the then existing bylaws of the association. These Bylaws may be amended or
repealed, in whole or in part, and new bylaws adopted by the vote or written consent
of a majority of the voting members of the association.
12.2 Revision History of Bylaws. The following is the revision history of SacBB’s
operative bylaws:
Initial Revision approved by membership vote; released TBD
Certification and Inspection
12.3 The original or a copy of the Bylaws, as amended or otherwise altered to date, shall be
recorded and kept by the association. The Bylaws shall be open to inspection by the Members
upon reasonable request or other made available for inspection including via SacBB’s website.
I, the undersigned, am the current President of this association and a member of the
Executive Committee. The foregoing is a true and correct copy of the Bylaws presented to the
Membership for consent and adoption as the bylaws of this association.
Date: ___________________
Isaac Gonzalez
President, SacBB
CERTIFICATE OF SECRETARY OF
SacBB
I hereby certify that I am the duly elected and acting Secretary of this association and that
the foregoing Bylaws, comprising 21 pages, constitute the Bylaws of this association as duly
adopted by vote of the Membership on TBD .
Date: ___________________
Secretary, SacBB