Section 8: Corporate Records, Reports, and Seal
8 Corporate Records, Reports, and Seal
8.1 Maintenance of Corporate Records.
Unless otherwise authorized by these Bylaws, the corporation shall keep at its principal office:
8.1.1 Minutes of all meetings of Directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
8.1.2 Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
8.1.3 A record of the membership of the Board of Directors, indicating their names, addresses, and telephone numbers;
8.1.4 A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors at all reasonable times during normal office hours.
8.2 Corporate Seal.
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
8.3 Inspection Rights of Directors.
Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and to inspect the physical properties of the corporation.
8.4 Right to Copy and Make Extracts.
Any inspection under the provisions of this Article may be made in person or by agent or attorney. The right to inspection includes the right to copy and make extracts.
8.5 Annual Report.
The Board of Directors shall cause an annual report to be furnished not later than ninety (90) days after the close of the corporation’s fiscal year to all Directors of the corporation which report shall contain the following information in appropriate detail:
8.5.1 The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
8.5.2 The principal changes in assets and liabilities, including trust funds, during the fiscal year;
8.5.3 The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
8.5.4 The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
8.5.5 Any information required by Section 8.6 and subsequent Sections of these Bylaws.
The annual report shall be accompanied by any report thereon of independent accountants, or, if these is no such report, the certificate of an authorized Officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
8.6 Annual Statement of Specific Transactions.
The corporation shall mail or deliver to all Directors a statement within ninety (90) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind: Any transaction in which the corporation or its subsidiaries, was a party, and in which any of the following had a direct or indirect material financial interest:
8.6.1 Any Director or Officer of the corporation or its subsidiaries (a mere common Directorship shall not be considered a material financial interest);
8.6.2 Any holder of more than ten percent (10%) of the voting power of the corporation or its subsidiaries.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than fifty thousand dollars ($50,000). Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any Director or Officer, except that no such statement need be made if such indemnification was approved pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
If this corporation has any members and provides all members with an annual report according to the provisions of Section 8.5 and subsequent Sections of these Bylaws, then such annual report shall include the information required by this Section.
