The principal office for the transaction of its business is located in the County of Los Angeles, California.

The county of the corporation’s principal office can be changed only by amendment of the Articles of Incorporation of this corporation and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county of these Bylaws.

The corporation may also have offices at such other places, within or without the State of California where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.

The corporation shall have six (6) classes of members as follows: (1) Full Members; (2) Life Members; (3) Associate Members; (4) Sponsor Members; (5) Supporting Members; (6) Honorary Members. Only Full Members and Life Members have the voting rights specified in Section 3.08 hereof. Associate Members, Sponsor Members, Supporting Members, and Honorary Members have no voting rights. In all respects except voting rights, the rights, interests, and privileges of each member, regardless of his or her classification, in the corporation are equal with the exception of the membership due that member must pay. No member shall hold more than one (1) membership in the corporation.

1. Any person age fifteen (15) or older who is a member of any Southern California

the counties of Ventura, Santa Barbara, Los Angeles, Orange, Riverside or San

Bernardino is qualified to become a Full Member of the corporation.

2. Any Full Member is qualified to become a Life Member upon the additional payment of $100.00.

 

3. Any sport diving retail sales shop, repair shop, sport diving association, charter sport diving boat or manufacturer of sport diving equipment is qualified to become an Associate Member.

 

4. Any Associate Member is qualified to become a Supporting Member upon the annual payment of $100.00.

 

5. Any person or entity is qualified to become a Supporting Member upon the annual payment of dues as determined from time to time by the Board of Directors.

 

6. Any person, other than an Associate or Sponsor Member, is qualified to become an Honorary Member (1) on nomination therefor by any Director or member of the corporation; (2) adoption of a resolution by the Board of Directors naming him or her as such; and (3) approval of the resolution by a majority of the voting members of the corporation present (in person or by proxy) at any meeting of members at which a quorum, as defined in Section 3.07 hereof, is present.

 

7. Any unemancipated person must provide the corporation with parental consent satisfactory to the corporation.

Applicants shall be admitted to membership on making application therefor in writing and payment of the first annual dues as herein specified, on approval of the chairperson of the Membership Committee.

1. No fee shall be charged for making application for membership in the corporation.

 

2. DUES – The annual dues payable to the corporation by members (of each class) shall be in such amount(s) as may be determined from time to time by resolution of the Board of Directors. No fees, dues, or assessments of any kind shall be required of, or levied against, Honorary Members. The first annual dues shall be payable and submitted in full with the application for membership. Future annual dues shall be payable in advance on the anniversary date of the most recent membership application or as the Board shall otherwise prescribe.

 

3. ASSESSMENTS – Memberships shall be nonassessable.

The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation. Each such certificate shall state the calendar years for which it is valid and shall have printed on its face in clear type that the corporation is nonprofit. The form, size and contents of the certificate in all other respects shall be as fixed from time to time by resolution of the directors.

There is no limit on the number of members the corporation may admit.

The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date on which such membership ceased. Such book shall be kept at the corporation’s principal office.

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

Membership in the corporation is nontransferable and nonassignable.

1. The membership of any member of the corporation shall automatically terminate (1)

on his written request for such termination delivered to the President or Secretary of

the corporation personally or by United States mail, such membership to terminate

when the request is delivered personally or deposited in the United States mail; or (2)

on his or her death.

(b) The membership of any member who fails to pay his or her dues when they become

due and within thirty (30) days thereafter shall automatically terminate at the end of

such thirty (30) day period.

(c) All rights of a member on the corporation or in its property shall cease on termination

of membership as herein provided.

4. Dues are nonrefundable.

(e) REINSTATEMENT – Any member whose membership is terminated as provided in

this section, other than by death, may have his or her membership reinstated by filing

a written request therefor with the President or Secretary of the corporation and

payment of the annual dues.

1. Any member can be suspended or expelled from this corporation for good cause,

upon the vote of two or more elected officers. Thereafter that member shall be given

an opportunity to be heard on appeal in his own defense, before the Board of

Directors and by the vote of a majority of the Directors present at the meeting at

which a quorum, as hereinafter defined, is present. Each Director present shall have

one vote on the question of suspension or expulsion.

 

2. Notwithstanding any other provision in these Bylaws, notice of the meeting at which

the hearing is first scheduled or subsequently scheduled must be given to all Directors as required by these Bylaws for special meetings of Directors.

 

3. The hearing shall be informal and shall be presided over by the Person so appointed by the Directors present at the meeting. Such person shall (1) read the charges against the subject member; (2) allow the subject member to make a statement in his own behalf; (3) allow the subject member to call witnesses in his own behalf; and (4) allow the Directors present, when and as recognized by the chair, and subject to the control of the chair, to question the witnesses after they have been questioned by the subject member and to call witnesses hostile to the appellant.

(d) "Good cause", as used herein requires that the member: (1) have failed and

continues to abide by the Articles of Incorporation or Bylaws of the corporation or

with the Rules and Regulations of the Board of Directors; or (2) have committed or is

in the course of committing some act or acts prejudicial to the purposes of the

corporation including the conviction for any violation of the fish and game laws or

allowed by the Board of Directors in California or Mexico.

5. All rights of a member in the corporation or in its property shall cease on his or her

expulsion.

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

Regular meetings shall be held at least twice each calendar year, one of which shall be known as the annual meeting. At such annual meetings, reports of the corporation shall by considered and any of the affairs of the corporation shall be considered and any other business may be transacted which is within the power of the members. At such annual meetings, elected directors may be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the members. If the election of Directors shall not be held at any such annual meeting or at an adjournment thereof, or pursuant to Section 3.08, the Board of Directors shall cause the election to be held at a special meeting of members called and held for that purpose as soon thereafter as conveniently may be.

Written or printed notice of the time and place of every special meeting shall by given to each member or sent to him by United States mail, postage prepaid, or by telegram, at least seven (7) days prior to such meeting. If sent by mail or telegram, the notice shall be addressed to the member at his address as shown on the books of the corporation and shall be deemed given at the time it is deposited in the mail or delivered to the telegraph company. The notice shall be given by the Secretary or other person designated by the President. Notice of all regular meetings, including annual meetings, is hereby dispensed with, except that it shall be so stated in the corporation’s newsletter which is published prior to such meeting.

The transactions of any meeting of members, however called and noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum, as hereinafter defined, is present and if, either before or after the meeting, each of the persons entitled to vote but not present in person signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filled with the corporate records or made part of the minutes of the meeting.

The members holding ten (10) percent of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.

Where directors or officers are to be elected by members, such election may be conducted by mail in such manner as the board of directors shall determine.

Cumulative voting for the election of Directors or otherwise shall not be authorized. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.

1. Meetings of members shall be presided over by the President of the corporation or, in his absence, by the Vice President or, in the absence of both, by a chairman chosen by a majority of the members present. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that in his absence the presiding officer shall appoint another person to act as Secretary of the meeting.

 

2. Meetings shall be governed by Robert’s Rules of Order, as such rules may be

revised from time to time, insofar as such rules are not inconsistent with or in

conflict with these Bylaws, with the Articles of Incorporation of this corporation, or

with the law.

Whenever the law, the Articles of Incorporation of this corporation, or these Bylaws authorize members to give their written assent or consent to action of the corporation in lieu of attending and voting at duly held meetings, such written consents may be given by, and shall be accepted from, persons who are voting members, as shown by the books of the corporation, at the time their consents are given. Any member giving a written consent may revoke the consent prior to the time that written consents of the number required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter.

Any action which may be taken at a meeting of members may be taken without a meeting if authorized by a writing signed by all members who would be entitled to vote on such action at a meeting and filed with the Secretary of the corporation, except as otherwise expressly provided in the Articles of Incorporation or in these Bylaws.

The corporation shall have five (5) Directors, which will be elected by the voting members as provided in Section 2.01, and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, provided in Section 10.02 of these Bylaws.

The words "Directors" and "Board", as used in the Articles of Incorporation of this corporation or in these Bylaws in relation to any power or duty requiring collective action, mean "Board of Directors".

The affairs of the corporation shall be managed by its board of directors. Directors must be residents of the greater Los Angeles area and members of this corporation.

Any person over the age of twenty-one (21), is eligible to be elected a Director thereof.

Each Director shall hold office until the next meeting of members or until his successor is elected and qualifies.

Elected Directors shall be elected at the annual meeting as defined in Section 3.02 hereof or by mail in such manner as may be determined by the Board of Directors, and the candidates receiving the highest number of votes are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve.

Directors shall serve without compensation.

1. Meetings shall be held as provided by the Board within or without the State of

California.

 

2. REGULAR MEETINGS – A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately after, and at the same place as, the annual meeting of members.

 

3. SPECIAL MEETINGS – Special meetings of the Board of Directors may be called

by the President, or, if he is absent or refuses to act, by the Vice President or by any two Directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation at the principal office of the corporation

 

 

4. NOTICE – The Secretary of the corporation, or other person designated by the

President, shall deliver written or printed notice of the time and place of meetings of

the Board to each Director personally or by the United States mail or telegram at

least seven (7) days prior to the date of the meeting except that notice of all regular

meetings of Directors is hereby dispensed with. If sent by mail or telegram, the

notice shall be deemed to be delivered on its deposit in the United States mail or on

its delivery to the telegraph company. Such notice shall be addressed to each

Director at his address as shown on the books of the corporation.

 

5. VALIDATION OF MEETING DEFECTIVELY CALLED OR NOTICED – The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless required by law or these Bylaws.

 

6. QUORUM – A quorum shall consist of a majority of the Board of Directors.

Every act or decision done or made by a majority of the Directors under any provision of law may be taken without a meeting, if all members of the Board shall 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. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Articles of Incorporation and Bylaws of this corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

1. Vacancies in the Board of Directors shall exist (1) on the death, resignation, or removal of any Director; and (2) whenever the number of Directors authorized is increased.

 

2. DECLARATION OF VACANCY – The Board of Directors may declare vacant the

office of a Director (1) if he is declared of unsound mind by an order of court, or finally convicted of a felony, or a violation of the fish and game laws; (2) if within sixty (60) days after the notice of his election he does not accept the office either in writing or by attending a meeting of the Board of Directors.

 

3. FILLING VACANCIES BY DIRECTORS – Vacancies caused by death, resignation, or disability of a Director or Directors, or by his or their removal as provided in these Bylaws, or by an amendment of the Articles of Incorporation or of these Bylaws increasing the number of Directors authorized shall be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director.

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Should any person be sued, either alone or with others, because he or she is or was a Director, officer, or employee of the corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation, indemnity for his reasonable expenses, including attorney’s fees incurred in the defense of the proceeding, may be assessed against the corporation, its receiver, or its trustee, by the court in the same or a separate proceeding if (1) the person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court; and (2) the court finds that his conduct fairly and equitably merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney’s fees, incurred in the defense of the proceeding, as the court determines and finds to be reasonable.

The officers of the corporation shall be a President, an Executive Vice President, a Secretary, and a Treasurer. The Board of Directors shall appoint the President, Secretary, and Treasurer. The Competitive Committee Chairman, upon election by the Competitive Committee, pursuant to provisions of Section 7.01, shall automatically assume the office of Executive Vice President. The corporation may also have, at the discretion of the Board of Directors, one or more Assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this article. One person may hold two or more offices, except those of the President and Secretary.

Any Full Member or Life Member of the corporation is qualified to be an officer of the corporation. Officers, other than the Executive Vice President and those appointed pursuant to Section 5.03 or Section 5.05 of this article, shall be elected annually by the Board of Directors at the first annual election of Directors, and each officer shall hold office until he resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

Any officer, other than the Executive Vice President, may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, whenever in its judgement the best interests of the corporation would be served thereby. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any vacancy other than the office of Executive Vice President, caused by death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors for the unexpired portion of the term. Any vacancy in the office of the Executive Vice President shall be filled by the Competitive Committee pursuant to provisions of Section 7.01.

The President shall be the chief executive officer of the corporation and shall in general, subject to the control of the Board of Directors, supervise and control the affairs of the corporation. He shall perform all duties incident to his office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. He shall preside at all meetings of the members and of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. He or she shall also, ex officio, be a member of all standing committees of the corporation.

In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Executive Vice President shall have such other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. The Executive Vice President shall serve as liaison with the Underwater Society of America.

The Secretary shall:

1. CERTIFY BYLAWS – Certify and keep at the principal office of the corporation the

original, or a copy, of these Bylaws as amended or otherwise altered to date.

2. KEEP MINUTES OF MEETINGS – Keep at the principal office of the corporation

or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Directors and members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at meetings of members, and the proceedings thereof.

 

3. GIVE NOTICES – See that all notices are duly given in accordance with the

provisions of these Bylaws or as required by law.

 

4. BE CUSTODIAN OF RECORDS – Be custodian of the records of the corporation

and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws.

 

5. KEEP MEMBERSHIP BOOK – Keep a membership book containing the name and

address of each member, and , in any case where membership has been terminated, he shall record such fact in the book together with the date on which the membership ceased.

 

6. EXHIBIT RECORDS TO DIRECTORS – Exhibit at all reasonable times to any

Director of the corporation, or to his agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the corporation.

 

7. PERFORM OTHER DUTIES – In general, perform all duties incident to the office

Subject to the provisions of Article 7 of these Bylaws, the Treasurer shall:

1. HAVE CUSTODY OF AND DEPOSIT FUNDS – Have charge and custody of, and

be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected by the Board of Directors.

 

2. RECEIVE FUNDS – Receive, and give receipt for, moneys due and payable to the

corporation from any source whatever.

 

3. DISPERSE FUNDS – Disburse or cause to be disbursed the funds of the corporation

as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

 

4. MAINTAIN ACCOUNTS – Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, receipts, disbursements, gains, and losses.

 

5. EXHIBIT RECORDS TO DIRECTORS – Exhibit at all reasonable times the books

(f) PREPARE FINANCIAL STATEMENT – Prepare, or cause to be prepared, and

certify the financial statements to be included in the annual report to members.

7. PERFORM OTHER DUTIES – In general, perform all duties incident to the office

Officers of the corporation shall serve without compensation.

The Board of Directors, by a majority vote of its members, may designate two (2) or more of its number to constitute an Executive Committee and shall thereafter designate the chairman of that committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, except the power to adopt, amend, or repeal the Bylaws, and provided that the designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director, of any responsibility imposed on it or him or her by law, by the Articles of Incorporation of this corporation, or by these Bylaws. By a majority vote of its members, the Board may at any time modify or revoke any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall establish rules and regulations for its meetings and meet at such times as it deems necessary, provided that a reasonable notice of all meetings of the Committee shall be given to its members, and no act of the Committee shall be valid unless approved by the vote or written consent of a majority of its members. The Committee shall keep regular minutes of its proceedings and report the same to the Board from time to time as the Board may require.

The corporation shall have the following Standing Committees, each of which shall be chaired by a Director or designated officer of the corporation:

1. CONSERVATION COMMITTEE – The Conservation Committee shall be chaired

by an officer appointed by the President and shall consist of as many additional members of the corporation as selected by him or her. Its duty shall be to establish liaison with private and governmental sport conservation organizations. It shall report to the Board any recommendations. The recommendation shall set forth the reasons therefor but shall be advisory only and not binding on the Board.

 

2. PUBLICITY COMMITTEE – The Publicity Committee shall be chaired by an

officer appointed by the President and shall consist of such additional members of the corporation selected by him. It shall plan and execute such programs for obtaining new members from all sport diving clubs, independent divers and retail outlets for the corporation, give notice to each member whose membership requires renewal, collect dues, account to the Treasurer of the corporation for all moneys received by it, and perform such other duties as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

 

3. MEMBERSHIP COMMITTEE – The Membership Committee shall be chaired by

an officer appointed by the President and shall consist of such additional members of the corporation selected by him. It shall plan and execute programs for obtaining new members from all sport diving clubs, independent divers and retail outlets for the corporation, give notice to each member whose membership requires renewal, collect dues, account to the Treasurer of the corporation for all moneys received by it, and perform such other duties as may be directed from time to time by the Board of Directors. Any expenditure of corporate funds by the Committee shall require prior approval of the Board.

 

4. SAFETY COMMITTEE – The Safety Committee shall be chaired by an officer

appointed by the President and shall consist of such additional members of the corporation selected by him or her. It shall plan and execute safety programs and establish liaison with private and governmental sport diving safety organizations. Any expenditure of corporate funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman or by the Board.

 

5. LEGISLATIVE INFORMATION COMMITTEE – The Legislative Information

Committee shall be chaired by a member appointed by the President and shall consist of such additional members of the corporation selected by him or her. It shall inform the corporation of all proposed and pending legislation which could affect sport diving and shall determine the feasibility of such legislation. It shall advise the corporation of all pending or approved legislation which could adversely affect the sport of skin and SCUBA diving. Any expenditure of corporate funds by the Committee shall require the prior approval of the Board. The Committee shall meet at such times and places as directed by its Chairman, the President, or by the Board.

 

6. INTERCLUB COMMITTEE – The Interclub Committee shall be chaired by a

The Chairmen and each member of the Executive Committee and each Chairman of a Standing Committee shall serve until the next annual election of Directors and until his or her successor is appointed, or until such Committee is sooner terminated, or until he or she is removed as a Director or officer of the corporation, or until his or her membership in the corporation terminates, or until he or she shall otherwise cease to qualify as a member, as the case may be, whichever occurs first. Each member of a Standing Committee shall serve as such until a new Chairman is appointed or until he or she is removed from the Committee by its Chairman, resigns, ceases to be a member of the corporation, or otherwise ceases to qualify as a member of such Committee. Chairmen and members of Ad Hoc Committees shall serve as such for the life of the Committee unless they are sooner removed, resign, or cease to qualify as the Chairman or member, as the case may be, of such Committee.

Vacancies on any Committee may be filled for the unexpired portion of the term in the same manner as provided in the case of original appointments.

Unless the Committee adopts its own rules, a majority of the whole Committee shall constitute a quorum of such Committee and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee. Unless otherwise provided in the resolution of the Board of Directors designating the Committee, Ad Hoc Committees shall act under the direction of their respective Chairmen without any requirement as to a quorum.

Each Committee may adopt rules for its own government and procedure not inconsistent with law, with these Bylaws, or with the resolutions adopted by the Board of Directors.

The corporation shall have a voluntary Competitive Committee which will elect its own Chairman and other officers. The Competitive Committee shall establish rules and regulations for its meetings, election of officers and other activities. Such rules and regulations may only be amended by members of the Competitive Committee.

The purpose of the Competitive Committee is to expend property and funds for charitable and eleemosynary purposes by conducting competitive spearfishing by skin divers (without the aid of SCUBA) in corporation sponsored spearfishing competitions. All fish taken in competitive spearfishing must be donated to charitable organizations.

Any Southern California GLACD dive club one or more of whose members have competed in meets leading to Underwater Society of America – United States National Spearfishing Championship the previous year is qualified to become a member of the Competitive Committee.

There is no limit on the number of members of the Competitive Committee.

The Chairman of the Competitive Committee shall serve as Executive Vice President of the corporation and will serve without compensation. The chairman must be a resident of the greater Los Angeles area, a member of the corporation and over the age of twenty-one (21). The chairman shall hold office until the election of the successor chairman of the Competitive Committee and until his successor assumes the offices of Executive Vice President of the corporation.

The Competitive Committee may adopt rules, regulation and by-laws which are not in conflict with these Bylaws or the Articles of Incorporation. Such rules, regulations and by-laws, if adopted, must be placed on file in the records of the corporation, including changes or amendments, as they are made.

The corporation shall have a Ocean Projects Section ("OPS") which will elect its own Chairman. OPS shall establish rules and regulations for its meetings. Such rules and regulations may only be amended by members of the corporation who qualify as OPS members.

The purpose of OPS is to implement projects which are intended to obtain oceanographic data or improve the ecological balance in the marine environment. Examples of such projects are: Palos Verdes Underwater Reclamation Project ("PURP"), Ocean Monitoring, Kelp Restoration, Abalone Surveys. The further purpose of OPS is to provide opportunities to the recreational divers of the greater Los Angeles area to become involved with worthwhile ocean – oriented projects which are intended to conserve resources or to obtain oceanographic Community (government, university, and industry).

Members in the corporation are automatically qualified to become members of OPS, subject to such separate requirements for OPS membership as may from time to time be established by the OPS Chairman. However, participation in OPS projects or activities, or payments of separate OPS assessments which may from time to time be established, does not confer membership in the corporation.

There is no limit to the number of members of OPS.

OPS may adopt rules and regulations which are not in conflict with these Bylaws or the Articles of Incorporation. Such rules and regulations, if adopted, must be placed on file in the records of the corporation, including changes or amendments, as they are made.

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specified instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Except as otherwise specifically determined by resolution of the Board of Directors, as provided in Section 7.01, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporation shall be signed by the Treasurer, President or the Vice President of the corporation as authorized by the Board of Directors.

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose of the corporation.

The corporation shall keep a book of minutes of all meetings of Directors and of all meetings of members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at Directors’ meetings, the number of members present at members’ meetings, and the proceedings thereof.

The corporation shall keep and maintain adequate and correct accounts of its assets, liabilities, receipts, disbursements, gains, and losses.

On request of an assessor, the corporation shall make available at its principal office in California or at a place mutually acceptable to the assessor and to the corporation a true copy of business records relevant to the amount, cost, and value of property, subject to local assessment, which it owns, claims, possesses, or controls within the county.

The books of account shall at all reasonable times be open to inspection by any Director. Every Director shall have the right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.

The books of account, and the minutes of meetings of the Directors, members, and Executive and Standing Committees shall be open to inspection on the written demand of any member at any reasonable time, for a purpose reasonably related to the interests of the member. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts. Demand of inspection other than at members’ meetings shall be made in writing on the President or Secretary of the corporation.

The Board of Directors shall cause to be prepared and submitted to the members a written annual report including a financial statement. The financial statement shall consist of a balance sheet as of the close of business of the corporation’s fiscal year, contain a summary of receipts and disbursements, be prepared in such a manner and form as is sanctioned by sound accounting practices, and be certified by the President, Secretary, Treasurer, or a public accountant.

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal, if adopted, shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

These Bylaws shall become effective immediately on their adoption. Amendments to these Bylaws shall become effective immediately on their adoption unless the Board of Directors or members, in adopting them as hereinafter provided, provide that they are to become effective at a later date.

Subject to any provisions of law applicable to the amendment of Bylaws of non-profit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

BY DIRECTORS

1. Subject to the power of the members to change or repeal them, by the vote of a

Majority of Directors at which a quorum is present, provided that written notice of such meeting and of the intention to change the Bylaws thereat is delivered to each Director at least seven (7) days prior to the date of such meeting, or by the written consent of all Directors without a meeting and in Article SIXTH, of the Articles of Incorporation, provided that a Bylaw fixing or changing the number of Directors may not be adopted, amended, or repealed except as provided in Paragraph (b) hereof; or

BY MEMBERS

2. By the vote or written assent of a majority of the members or the vote of a majority

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

The President of this corporation, or in his absence or on his refusal or inability to act, such other officer as may be designated by resolution of the Board of Directors, shall have full power and authority on behalf of this corporation to vote in person or by proxy all shares of any corporation standing in the name of this corporation and shall, on behalf of the corporation, at any shareholders’ meeting, exercise all rights incident to the ownership of such shares.

The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest funds held by it, according to the judgement of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction, provided however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction under Sections 4941 through 4945 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

No member, Director, officer, employee, or other person connected with this corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, that this provision shall not prevent payment to any such person of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by resolutions of the Board of Directors and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.

As used in these Bylaws:

1. The present tense includes the past and the future tenses, and the future tense

includes the present.

 

2. The masculine gender includes the feminine and neuter.

 

3. The singular number includes the plural, and the plural number includes the singular.

 

4. The word "shall" in mandatory and the word "may" is permissive.

 

5. The words "Directors" and "Board" have the meaning stated in Section 4.02 of these

We, the undersigned, are all of the persons named as first Directors in the Articles of Incorporation of GREATER LOS ANGELES COUNCIL OF DIVERS, a California corporation, and, pursuant to the authority granted to the Directors in Articles SIXTH, of said Articles, to take action by unanimous written consent without a meeting, we consent to, and hereby do, adopt the attached Bylaws, consisting of 40 pages, as the Bylaws of said corporation.

Dated: June 15, 1978

George C Hughes; Director

Mary Ellen Hughes, Director

Paul Nordin, Director

John Lachlan Brown, Director

James Hall, Director