JAPANTOWN BUSINESS ASSOCIATION
ARTICLE I. OFFICES
Section 1.01. The principal office of the Corporation for its transaction of business is located in the City of San Jose and County of Santa Clara, California located at 198 Jackson Street. Street, #2, San Jose, California 95112.
Change of Address
Section 1.02. The Board of Directors may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these bylaws, or this section may be amended to state the new location.
Classification of Members
Section 2.01. Membership in this Association shall be primarily of the active class as defined herein. There will be three other types of membership, non-profit, corporate, and associate, which will be defined later.
Section 2.02. Active membership in the Association shall be conferred automatically upon property or business owners who are located in the area from N. First Street on the west to the railroad tracks on the east and including N. Taylor Street on the north and up to but not including E. Empire Street on the south.
Active members of the Association shall be considered members in poor standing immediately upon being designated delinquent in Business Improvement District by the City of San Jose. Members in poor standing will not be allowed to participate in the Association until their assessment is paid in full. Participation includes but is not restricted to Association advertisements and promotional events. Members in poor standing are not allowed to vote on any Association business.
Section 2.03. Non-profit members of the Association shall be any non-profit located within the district boundaries expressing interest in participating in the Association. Dues for non-profit members shall be determined by a quorum of the Board of Directors of the Association. Non-profit membership shall last for one year, billable at the beginning of the Association's fiscal year. Non‑
profit members shall enjoy the same status as active members of the Association.
Corporate & Associate Members
Section 2.04. Corporate and associate members of the Association shall be any interested person or company located outside the district boundaries expressing interest in participating in the Association. Dues for corporate and associate members shall be determined by a quorum of the Board of Directors of the Association. Corporate dues shall be higher than associate member dues. Corporate and associate memberships shall last for one year, billable at the beginning of the Association's fiscal year. The Board of Directors of the Association will determine the benefits accorded to corporate and associate members. Neither of these memberships are voting memberships.
Eligibility for Membership
Section 2.05. Any person, as defined in Section 5065 of the corporations Code, is eligible to be a member of the corporation.
Admission to Membership
Section 2.06. Any person, as defined in Section 5065 of the Corporations Code, qualified for membership under Section 2.01, 2.02, 2.03, or 2.04 of these Bylaws, and eligible for membership under Section 2.05 of these Bylaws, shall be admitted to membership only on the approval fo the Board of Directors of an application submitted by such person in such form and in such manner as shall be prescribed by the Board of Directors.
Section 2.07. There shall be no fee for applying for membership in the Corporation.
Section 2.08. The annual dues payable to the Corporation by members shall be in such amounts as shall be determined by resolution of the Board of Directors. Dues shall be payable for the first year on admission to membership and annually thereafter at such a time or times as may be fixed by the Board of Directors. A member, on learning of the amount of dues determined by the Board of Directors and the time or times of payment fixed by the Board of Directors, may avoid liability for the dues by promptly resigning from membership, except where the member is, by contract or otherwise, liable for the dues.
Section 2.08(b). The annual dues may be waived by vote of the Board of Directors for non-profit organization members.
Section 2.09. Active memberships are subject to assessments which may be levied and collected in amounts to be fixed yearly by the Board of Directors.
Number of Members.
Section 2.10. There shall be no limit to the number of members the Corporation may admit.
Section 2.11. The Corporation shall keep in written form or in any form capable of being converted into written form a membership book containing the name, address, and class of each member. The book shall also contain the fact of termination and the date on which such membership ceased. Such book shall be kept at the principal office of the Corporation and shall be subject to the rights of inspection required by law as set forth in Section 2.12 of these Bylaws.
Inspection Rights of Members Demand
Section 2.12(a). Subject to the Corporation's right to set aside a demand for inspection pursuant to Section 8331 of the Corporations Code and the power of the court to limit inspection rights pursuant to Section 8332 of the Corporations Code, and unless the Corporation provides a reasonable alternative as permitted by Section 2.12(c) of these Bylaws, a member satisfying the qualifications set forth hereinafter may do either or both of the following:
(1) Inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, on five (5) business days' prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested; or
(2) Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of the date of demand. The demand
,,shall state the purpose for which the list is requested. The membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.
Members Permitted to Exercise Rights of Inspection
Section 2.12(b). The rights of inspection set forth in Section 2.12(a) of these Bylaws may be exercised by the following:
(1) Any member, for a purpose reasonably related to such person's interest as a member;
(2) The authorized number of members for a purpose reasonably related to the members' interest as members; and
Alternative Method of Achieving Purpose
Section 2.12(o). The Corporation may, within ten (10)' business days after receiving a demand pursuant to Section 2.12(a) of these Bylaws, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made pursuant to Section 2.12(a) of these Bylaws without providing access to or a copy of the membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made pursuant to Section 2.12(a) of these Bylaws shall be deemed reasonable, unless within a reasonable time after acceptance of the offer, the Corporation fails to do those things which it has offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Corporation does not meet the proper purpose of the demand made pursuant to Section 2.12(a) of these Bylaws.
Certificates of Membership
Section 2.13. The Corporation shall not issue membership certificates; however, the Corporation reserves the right to issue identity cards or similar devices to members which serve to identify members qualifying to use the facilities or services of the Corporation.
. Nonliability of Members
Section 2.14. A member of the Corporation shall not solely because of such membership be personally liable for the debts, obligations, or liabilities of the Corporation.
Transferability of Membership
Section 2.15. Neither the membership in the Corporation nor any rights in the membership may be transferred for value or otherwise.
Termination of Membership
Section 2.16(a). The membership and all rights of membership shall automatically terminate on the occurrence of any of the following causes:
(1) The voluntary resignation of a member with notice as prescribed by Section 2.16(b) of these Bylaws;
(2) Where membership is issues for a period of time, the expiration of such period of time;
(3) The death of a member;
(4) The nonpayment of dues, subject to the limitations set forth in Section 2.16(c0 of these Bylaws.
(5) Member no longer qualifies under Sections 2.02 or 2.03.
Resignation by Giving Notice
Section 2.16(b). The membership of any member of the Corporation shall automatically terminate on such member's written request for such termination delivered to the President or Secretary of the Corporation personally or deposited in United States first-class mail, postage prepaid.
Nonpayment of Dues
Section 2.16(c). The membership of any member who fails to pay his or her dues when due and within sixty (60) days thereafter shall automatically terminate at the end of such sixty (60) day period, provided such member was given both a fifteen (15) days' prior written notice of the termination stating the reasons therefore and a timely opportunity to be heard on the matter of the termination. The notice shall be given personally to such member or sent by first-class mail to the last address of such member as shown on the records of the corporation. The opportunity to be heard may, at the election of such member, be oral or in writing and shall occur not less than five (5) days before the effective date of the termination. The hearing shall be conducted at offices of the Corporation by a committee composed of the President, Secretary, and Treasurer of the Corporation. The hearing shall be presided over by the President of the Corporation, who shall perform the following duties:
(1) Read the charges against the subject member;
(2) Require the charges be verified by the testimony of the person or persons making them;
(3) Hear any other witnesses against the subject member;
(4) Allow the subject member to cross-examine each witness Bylaws - Japantown Business Association - page 5
following the testimony of that witness;
(5) Allow the subject member to make a statement in his or her own behalf;
(6) Allow the subject member to call witnesses in his or her own behalf; and
(7) Allow the members of the committee conducting the hearing to question the witnesses after they have been questioned by the subject member.
The committee conducting the hearing shall conduct the hearing in good faith and in a fair and reasonable manner. The committee shall have the exclusive power and authority to decide that the proposed termination not take place.
Effect of Termination
Section 2.16(d). All rights of a member in the Corporation and in its property shall cease on the termination of such member's membership. Termination shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, or fees, or arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
III. MEETINGS OF MEMBERS
Section 3.01. Meetings of members shall b- held at the principal office of the Corporation or at such location within the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 3.02. The members shall meet annually for the purpose of transacting such proper business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 4.03 of these Bylaws.
Section 3.03. Special meetings of members shall be called by the Board of Directors and held at such place within the State of California as is fixed in Section 3.01 of these Bylaws for regular meetings of members. Five (5) percent or more of the members of the Corporation may call special meetings for any lawful purpose.
Notice of Meetings
Section 3.04. Written notice of every meeting of members shall be either personally delivered or mailed by first-class United States mail, postage pre-paid, fifteen (15) days before the date of the meeting to each member who on the record date for the notice of the meeting is entitled to voted thereat.
In the event given by mail or other means of written communication, the notice shall be addressed to the member at the address of such member appearing on the books of the Corporation or at the address given by the member to the Corporation for the purpose of notice. Where no such address appears or is given, notice shall be given at the principal office of the Corporation. The Secretary of the Corporation, shall execute an affadavit of the giving of the notice of the meeting of members. In the case of a specially called meeting of members, notice that a meeting will be held at a time requested by the person or persons calling the meeting not less than thirty-five (35) days nor more than ninety (90) days after receipt of the written request from such person or persons by the President of the Corporation shall be sent to the members forthwith and in any event within twenty (20) days after the request was received.
No meeting of members may be adjourned more than 45 days. If a meeting is adjourned to another time or place, and thereafter a new record date is fixed for notice or voting, a notice of adjourned meeting shall be given to each member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.
Contents of Notice
Section 3.05. The notice shall state the place, date, and time of the meeting. In the case of regular meetings, the notice shall state those matters which the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.
Waivers, Consents, and Approvals
Section 3.06. The transactions of any meetings of members, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be made a part of the minutes of the meeting.
Section 3.07. A quorum at any meeting of members shall consist of twenty (20) percent of the voting power, represented in person or by proxy. For purposes of this bylaw, "voting power" means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred.
Loss of Quorum
Section 3.08. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.
Adjournment for Lack of Quorum
Section 3.09. In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority fo the votes represented either in person or by proxy, but no other business may be transacted except as provided in Section 3.08 of these Bylaws.
Section 3.10. Active and non-profit members are entitled to one vote on. each matter submitted to a vote of the members. Associate members shall not be entitled to vote on any matter submitted to a vote of the members.
Indivisible Interest in a Single Membership
Section 3.10(b). Single memberships in which two or more persons have an indivisible interest shall be voted as set forth in Section 3.10(c) o these Bylaws relating to the voting of memberships in two or lore names.
Memberships in Two or More Names
Section 3.10(c). Where a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, or otherwise, or if two or more persons including proxyholders have the same fiduciary relationship respecting the same membership, unless the Secretary of the Corporation is given written notice to the contrary and is
Bylaws - Japantown Business Association - page 8
furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: if only one member votes, such act shall bind all members; and if more than one member vote, the act of the majority so voting shall bind all members.
Record Date of Membership
Section 3.10(d). The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of and to vote at any meeting of the members. Such former record date shall not be more than ninety (90) nor less than ten (10) days before the date of the meeting. Such latter record date shall not be more than sixty (60) days before the date of the meeting. The Board shall also fix, in advance, a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. Such record date shall not be more than 60 days prior to such other action.
Section 3.10(e). Cumulative voting shall not be authorized for the election of directors or for any other purpose.
Section 3.10(f). Members entitled to vote, as set forth in Section 3.10(a) of these Bylaws, shall have the right to vote either in person or by a written proxy executed by such person or his or her duly authorized agent and filed with the Secretary of the Corporation, except as otherwise expressly provided in the Articles of Incorporation of this Corporation or in these Bylaws, provided, however, that a proxy shall not be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. The maximum term of any proxy shall be three (3) years from the date of its execution. Every proxy shall continue in full force and'effect until revoked by the person executing it prior to the vote pursuant thereto.
Limitations Pertaining to Election of Directors
Section 3.11(a). Directors may be elected by written ballot, except that election of Directors by written ballot shall not be permitted where the Directors are elected by cumulative voting pursuant to Section 7615 of the Corporations Code.
Section 3.12(a). The President of the Corporation or, in his or her absence, any other person chosen by a majority of the voting members present in person or by proxy shall be Chairman of and shall preside ov'Vr the meetings of the members.
Secretary of Meetings
Section 3.12(b). The Secretary of the Corporation shall act as the secretary of all meetings of members; provided that in his or her absence, the Chairman of the meetings of members shall appoint another person to act as secretary of the meetings.
Rules of Order
Section 3.12(c). The Robert's Rules of Order, as may be .amended from time to time, shall govern the meetings of members insofar as such rules are not inconsistent with or in conflict with these Bylaws, or the Articles of Incorporation of this Corporation.
Section 4.01. The Corporation shall have nine (9) to twenty-one (21) Directors and collectively they shall be known as the Board of Directors. Within the range of eleven to twenty-one the Board may increase the number of Directors at any regular Board meeting during the year. The Board shall establish a minimum number of Board members for the next twelve months at the Board meeting one month prior to the annual membership meeting.
Section 4.02. The Directors of the Corporation shall be residents of the State of California. The Directors shall also be members of the Corporation. Non-voting members i.e. Corporate or Associate member may not be a Director.
Terms of Office
Section 4.03. Each Director Shall hold office for two (2) years except as described in Section 4.05. In the event a Director is removed at a special meeting of the members called and held as prescribed by Section 3.03 of these Bylaws, such Director shall hold office until his or her removal and his or her successor is elected and qualifies and no longer.
Section 4.04. Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.
Section 4.05, Except as provided below the term of office of each director shall be two .(2) years or until a successor is elected. Successors for directors whose terms are then expiring shall be elected at the annual meeting of the members in the year such terms expire. The Directors receiving the highest number of votes up to the number of directors to be elected are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve.
At the first board meeting of Directors elected under this provision, the Directors shall, by lot, classify themselves into two (2) groups. The first group shall consist of one-half (1/2) the directors whose initial term of office shall be one year. The second group shall consist of the other half of the directors whose initial term of office shall be two years. This classification and the short initial term are for the purpose of providing as nearly as numerically possible, for the election of one-half (1/2) of the Board of Directors in each year.
. Section 4.06. The Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending meetings of the Board.
Call of Meetings
Section 4.07(a). Meetings of the Board may be called by the Chairman of the Board or the President or any Vice-President or the Secretary or any twQ (2) Directors.
Place of Meetings
Section 4.07(b). All meetings of the Board shall be held at the principal office of the Corporation as specified in Section 1.01 of these Bylaws or as changed from time to time as provided in Section 1.02 of these Bylaws.
Time of Regular Meetings
Section 4.07(c). Regular meetings of the Board shall be held, Bylaws - Japantown
without call or notice on the fourth Thursday of each month at 7:30 PM at the principal office of the corporation.
Section 4.07(d). Special meetings of the Board may be called by the Chairman of the Board or the President or any Vice-President or the Secretary or any two (2) Directors. Special meetings shall be held on four (4) days notice by first class mail, postage prepaid, or on forty-eight hours' notice delivered personally or by telephone or telegraph. Notice of the special 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 thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All waivers, consents, and approval shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 4.07(e). One-third (1/3) of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
Transactions of Board
Section 4.07(f). Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, provided, however, that any meeting at which a quorum was 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.
Conduct of Meetings
Section 4.07(g). The President shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary's absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such a meeting can hear one another. Such participation shall constitute personal presence at the meeting.
Section 4.07(h). A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four
(24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Action Without Meeting
Section 4.08. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by'written consent shall have the same force and effect as the unanimous vote of such Directors.
Removal for Cause
Section 4.09(a). The Board may declare vacant the office of a Director on the occurrence of any of the following events:
(1) The Director has been declared of unsound mind by a final order of the court;
(2) The Director has been convicted of a felony; or
(3) The Director has been found by a final order or judgement of any court to have breached duties imposed by Section 7238 of the Corporations Code on Directors who perform functions with respect to assets held in charitable trust.
(4) Where the Director has attended less than 75% of the meetings in which the Director is eligible to attend.
Removal Without Cause
Section 4.09(b). Any or all of the Directors may be removed without cause if, where the Corporation has fewer than fifty (50) members, such removal shall be approved by a majority of all members pursuant to Section 5033 of the Corporations Code; or where the Corporation has more than fifty (50) members, such removal shall be approved by the members within the meaning of Section 5034 of the Corporations Code.
Resignation of Director
Section 4.10. Any Director may resign effective on giving written notice to the Chairman of the Board of Directors, the President, the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
in the Board
Section 4.11(a). Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the members in any election to elect the full number of Directors authorized.
Filling Vacancies by Directors
Section 4.11(b). Except for a vacancy created by the removal of a Director pursuant to Section 4.09 of these Bylaws, vacancies on the Board of Directors may be filled by approval of the Board of Directors, or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office; (2) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice. or waivers of notice as provided in Section 4.07(d) of these Bylaws, or (3) a sole remaining Director. A successor Director shall serve for the unexpired term of the predecessor Director.
Filling Vacancies by Members
Section 4.11(c). Vacancies created by removal of Directors shall be filled only by the approval of the members within the meaning of Section 5034 of the Corporations Code. The members may elect a Director at any time to fill any vacancy not filled by the Directors.
Number and Titles
Section 5.01. The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Chief Financial Officer, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The President is the general manager and chief executive officer of the Corporation. Any number of officer may be held by the same person.
Appointment and Resignation
Section 5.02. The officers shall be chosen by and serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
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VI. CORPORATE RECORDS AND REPORTS
Section 6.01. The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Corporation shall also keep a record of its members giving their names and addresses and the class of membership held by each. The minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form.
Section 6.02. The Corporation shall notify each member yearly of the member's right to receive a financial report pursuant to Corporations Code Section 8321(a).
ARTICLE VII. AMENDMENTS
Section 7.01. The Board may adapt, amend, or repeal bylaws unless the action would:
(a) Materially and adversely affect the members' rights as to voting, dissolution, redemption, or transfer;
(b) Effect an exchange, reclassification, or cancellation of all or part of the memberships; or
(c) Authorize a new class of membership.
CERTIFICATE OF SECRETARY OF
JAPANTOWN BUSINESS ASSOCIATION
I hereby certify that I am the duly elected and acting Secretary of said Corporation and that the foregoing Bylaws, comprising sixteen (16) pages, constitute the Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors thereof held on March 28, 1991 and by written vote of the general membership culminating on September 26, 1991.