By-Laws

ARTICLE I – NAME

Section 1. Name: Under the authority of the By-Laws of the AMERICAN FENCE ASSOCIATION, INC. (hereinafter referred to as the “National” or “Association”) there is hereby established the California Fence Contractors Association, Chapter of the American Fence Association, Inc. (hereinafter referred to as the “Chapter”).

ARTICLE II – PURPOSES

Section 1. General: The purpose of the Chapter shall be the promotion, protection, and advancement of the fence, deck and railing industry, including, but not limited to, promoting the highest levels of professionalism and ethics; developing and disseminating information and education to members and consumers; advancing safety and voluntary product standards; and addressing problems and opportunities that face the industry.

Section 2. Powers and Duties. The Chapter shall develop and implement programs to serve the needs of its members and the industry, and advance its purposes. The Chapter shall do and perform such things that it may deem necessary, advisable, suitable and proper for the conduct of business of the Chapter and for carrying out its purposes. The Chapter shall exercise all the implied powers and rights it may possess in the conduct of its activities as a Chapter of a membership trade association.

Section 3. Organization. The Chapter is not organized for pecuniary profit and shall not declare dividends, or other financial distributions to members other than insurance refund/rebate programs. Upon dissolution of this chapter, all remaining assets shall be distributed to the National within the meaning of Section 501 (c) (6) of the Internal Revenue Code, or corresponding section of any future federal tax code. Said assets shall be held in trust for a period of five years. In the event that a new chapter is formed in the same general area, the assets shall be released to the new chapter. If no chapter is re-formed within five years, the assets will be used by the National for chapter development purposes.

ARTICLE III – OFFICES

The Chapter shall maintain a registered office in the State of California as the Board of Directors shall determine.

ARTICLE IV – MEMBERS

Section 1. Composition: The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President who shall serve in an ex-officio voting capacity, and at least four (4) other directors called director(s)-at-large. The maximum number of combined officers and directors-at-large is eleven (11). Each director must be the voting representative of a member company.

Section 2. Terms: For the initial Board of Directors of the Chapter, half of the directors-at-large shall serve two (2) year terms, with the other half serving one-year terms. Thereafter, directors-at-large whose terms are expired shall be elected by the Chapter membership at its regular election to serve a two-year term. Other directors/officers terms shall be as described in Article VI, Section 3. Terms shall begin the 1st of April following his/her election confirmation and ending the 30th of March or until their successors has been elected. The normal two (2) year term cycle of directors-at-large shall run concurrently, but directors may be elected at the mid-term annual meeting to serve out the remainder of the regular term. The Vice-President automatically becomes the President at the end of the current President´s term. At this same time the President automatically becomes the Immediate Past President. All other directors are to be elected by the Chapter members.

(a) Active Members – Any business entity, firm or organization that is engaged in the fence, deck and railing business, manufacture, supply, sale of parts or components thereof, or provision of services related to the fence, deck and railing industry may be admitted to full and active membership. Each designated voting representative of an Active member shall be entitled to hold elective office upon satisfying qualifications for officer positions. Each Active member shall be entitled to one vote on each matter submitted to a vote of the general Chapter membership; provided, however, that all parents, subsidiaries and divisions of one company under common ownership or economic control shall have only one vote among them for all matters submitted for vote at the general Chapter membership level. The Board of Directors shall, in its sole discretion, determine whether the business entity or organization is under common economic control.

(b) Branch Members – Any branch or affiliate of an Active member who does business in a location other than that of the main or headquarters office of the Active member. Such members′ representatives are not eligible to hold an elective office in the Chapter and shall not be entitled to vote for any purpose.

(c) Allied Members – Any associations/organizations having common interest in the fence, deck and railing industry may become Allied members. Such members’ representatives are not eligible to hold an elective office in the Chapter and shall not be entitled to vote for any purpose.

(d) Associate Members – Professionals engaged in a business supplying services to the fence, deck and railing industry. Such members′ representatives are not eligible to hold an elective office in the Chapter and shall not be entitled to vote for any purpose.

(e) Retired Members – Any member′s representative who has retired from an Active member and is not eligible for membership under any other classification may become a Retired member. This membership is held by the individual only, not a firm or corporation. Such members cannot be affiliated with a fence, deck and railing company or any other related fence, deck and railing business. They shall have full privilege and recognition as that of an Active member′s representative, but are not eligible to hold an elective office in the Chapter and shall not be entitled to vote for any purpose.

(f) Honorary Members − All Past Presidents of the Chapter shall be awarded honorary membership without further action of the Board of Directors. This membership is held by the individual only, not a firm or corporation. Honorary members are only eligible to hold an elective office in the Chapter and entitled to vote for any purpose if they are also the designated voting representatives of Active members.

Section 3. Application Procedure: Any business entity, firm, organization or individual eligible for membership in the Chapter under the Bylaws may apply for membership in the appropriate category by submitting a written application to Association headquarters on such forms as may be prescribed, agreeing to be bound by all the Bylaws and such other terms and conditions. Each application for membership shall be accompanied by remittance covering dues, and any other fees and assessments.

Section 4. Suspension for Failure to Pay Financial Obligations: Any member who shall be in default for three (3) months or more in the payment of dues, fees or assessments from the due date shall be suspended from membership unless the Board of Directors, by a majority vote of all the members of the Board present at a regular or special meeting, directs other action.

Section 5. Reinstatement of Membership: A member suspended from the Chapter or Association for non-payment of dues, fees or assessments may be reinstated to membership without break in years of service upon payment of all amounts in arrears.

Section 6. Voluntary Resignation: Any member may, at any time, resign from membership in the Chapter by delivering to the Chapter headquarters a written or electronic resignation, and paying in full to the Association all previously accrued and unpaid financial obligations, including any dues, fees, assessments or other charges.

Section 7. Termination of Membership: The Board of Directors of the Chapter may, by affirmative vote of two-thirds (2/3) of all the members of the Board, censure, suspend or terminate a member for cause after an appropriate hearing, conducted in accordance with procedures adopted by the Board of Directors. All rights, privileges and interest of Chapter membership shall cease upon termination of membership. Such termination shall not relieve the member of its obligations for dues, fees, assessments or other charges accrued and unpaid. The Board may, by a majority vote of the members present at a regular or special meeting, terminate the membership of any member who becomes ineligible for membership.

Section 8. Transfer of Membership: Membership in the Chapter is not transferable or assignable, except to another business entity that purchases substantially all of the assets of a member and is eligible for membership. When such a transfer occurs, the transferring member shall promptly notify the Chapter.

Section 9. Additional Classes of Membership: The Board of Directors may, at its option, create additional classes of membership.

ARTICLE V – MEETINGS OF MEMBERS

Section 1. Annual Meeting: One annual meeting of the Chapter membership shall be held at a time and place to be determined by the Board of Directors.

Section 2. Special Meetings: In general, there shall be 3 additional general meetings held throughout the year. Special meetings of the Chapter membership may be called by the President or by the Board of Directors, or upon written request by not less than one-third (1/3) of the members having voting rights.

Section 3. Notice of Meetings: Written notice stating the place, date and hour of any meeting of members shall be delivered to each member at least ten (10) days before the date of such meeting, unless otherwise provided by law, the Articles of Incorporation, or by these Bylaws. In the case of a special meeting or when required by law or these Bylaws, the purpose(s) for which the meeting is called shall be stated in the notice.

Section 4. Quorum: A majority of members present at meetings of the membership shall constitute a quorum. A properly executed proxy can be counted as a member present for a quorum count. Unless five (5) percent or more of the members entitled to vote are present in person or by proxy, the only matters that may be voted upon at an annual meeting of the members are those matters that are described in the meeting notice. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

Section 5. Manner of Action: The act of a majority of the members having voting rights present at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 6. Voting Rights: Each Active member shall be entitled to one vote on each matter submitted to a vote of the general Chapter membership. Although Branch, Allied, Associate, Retired and Honorary members shall not have voting rights on matters submitted to a vote of the general Association membership, they may remain present when matters are submitted to a vote of the members.

Section 7. Voting by Mail or Other Means: Any vote, including the election of Directors, may be conducted by mail, facsimile or other electronic means in such manner as the Board of Directors shall determine, consistent with these Bylaws, or as may otherwise be allowed by law.

Section 8. Proxies: At any meeting of the general Chapter membership, a member entitled to vote may vote either in person or by proxy executed in writing by the member. A proxy shall be valid only with respect to the specific meeting of members for which it is given. All proxy forms must be signed by the voting member representative and received by the Chapter no less than five (5) days before the scheduled meeting to be considered valid proxies.

Section 9. Informal Action by Members: Any action required to be taken at a meeting of the general Chapter membership, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, describing the action taken, shall be signed by at least the minimum number of votes that would be necessary to take such action at a meeting at which all members entitled to vote on the subject were present and voting, or as otherwise allowable under the law.

Section 10. Telephonic Meetings: Members may participate in and act at any general membership meeting of the Association through use of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can communicate with each other or through any technology allowed by law, but only to the extent allowed by the Board of Directors. Such participation in the meetings shall constitute attendance in person at the meeting.

ARTICLE VI – CHAPTERS

Section 1. Establishment of Chapters: Each AFA member shall be assigned to an established Chapter. A Chapter may be organized in any area where there are five (5) members and the Board of Directors determines the need exists. In order to be recognized as a Chapter, the organization of members must be capable of operating its internal affairs.

Section 2. Organization and Authority of Chapter: Each Chapter shall elect a President, President Elect, Vice President, Treasurer, and Secretary, and adopt Chapter Bylaws that do not conflict with the National Bylaws. Any two (2) or more offices may be held by the same person, except the office of President. Each Chapter shall have the power and authority to determine its own agenda and policies on matters relating to its Chapter’s activities, to establish its own requirements for calling meetings, to prepare its own budget and determine its own Chapter dues, and to spend its Chapter budget on matters relating to its Chapter and its activities, all subject to the general oversight of the Association Board of Directors. The Chapter President must be the designated voting representative of the Association member. Each Chapter may establish the procedure for who may cast votes at the Chapter level. Each Chapter member that qualifies for membership under Article IV, Section 1 of these Bylaws shall become a member of the American Fence Association.

Section 3. Charter of Chapter: Chapters will be chartered by the Association only after approval by a majority vote by the Board of Governors, and confirmed by a majority vote by the Board of Directors.

Section 4. Dissolution of Chapter: Upon dissolution of a Chapter, all remaining assets shall be distributed to the Association within the meaning of Section 501(c) (6) of the Internal Revenue Code, or corresponding section of any future federal tax code. Chapter assets shall be held in trust for a period of five (5) years. In the event that a new chapter is re-formed in the same general area, the assets will be released to the new chapter. If no chapter is re-formed within five (5) years, the assets will be used by the Association for chapter development purposes.

ARTICLE VII – DIVISIONS

Not applicable to Chapter.

ARTICLE VIII – MEETINGS OF DIVISION MEMBERSHIP

Not applicable to Chapter.

ARTICLE IX – DIVISION STEERING AND OTHER COMMITTEES

Not applicable to Chapter.

ARTICLE X – DIVISION OFFICERS

Not applicable to Chapter.

ARTICLE XI – BOARD OF GOVERNORS

Not applicable to Chapter.

ARTICLE XII – BOARD OF DIRECTORS

Section 1. General Powers: The affairs of the Chapter shall be managed by its Board of Directors. The Board of Directors shall have general strategic planning and policy-making authority with respect to the interests of the Chapter. All such explicit and implied powers of the Chapter not regulated by the Articles of Incorporation, or these Bylaws, may be exercised by the Directors.

Section 2. Number: The Board of Directors shall consist of not less than five (5) and not more than nine(9) elected members, and the Immediate Past President.

Section 3. Qualifications: Each Director position must be filled by a designated voting representative of a Chapter active member which has paid its current dues, fees and other assessments and is qualified to be elected a Director, as provided in these Bylaws.

Section 4. Election: Each Director shall be elected at the annual meeting or in default of such meetings, at special meetings called for that purpose.

Section 5. Terms of Office: Each elected Director shall serve a two (2) year term and then be eligible for a second re-election. The Directors terms shall begin on April 1st following their election, and shall expire on March 31st of the second year following their election. No Director shall be eligible to serve more than two (2) consecutive two (2) year terms without the interruption of at least one year. No member shall have more than one representative on the Board of Directors. For purposes of the preceding sentence, a “member” shall include any affiliate of that member.

Section 6. Regular Meetings: A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw in conjunction with, and at the same place as, the annual meeting of the Chapter general membership. A regular meeting of the Board of Directors likewise may be held without other notice than this Bylaw immediately after, and at the same place as, any other regular meeting of the Chapter general membership. The business to be transacted at any regular meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 7. Special Meetings: Meetings of the Board of Directors may be called by the order of the President or upon the written request of one third (1/3) of the Directors, at such time and place as they may determine or may be fixed by resolution of the Board of Directors.

Section 8. Notice of Directors’ Meetings: Written notice stating the place, date and hour of any regular or special meetings of the Board of Directors shall be delivered to each Director at least ten (10) days before the date of such meeting, unless otherwise provided by law, the Articles of Incorporation, or by these Bylaws. In the case of a special meeting or when required by law or these Bylaws, the purpose(s) for which the meeting is called shall be stated in the notice. Any Director may waive notice of any meeting. If all the Directors are present or those absent have waived notice or have otherwise signified in writing their consent to the meeting being held in their absence, such special meetings may be held without written notice.

Section 9. Quorum: Two thirds (2/3) of the total number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a quorum is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the Directors present at a meeting when a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws. Withdrawal of Directors from any meeting shall not cause failure of a duly constituted quorum at that meeting. Directors may not vote by proxy on any matter submitted to the Board for Directors.

Section 10. Manner of Action: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 11. Vacancies: Any vacancy occurring in the Board of Directors shall be filled as an appointment by the President upon approval by the Board of Directors at the next meeting. A Director appointed to fill a vacancy shall serve the unexpired term of the predecessor, and shall thereafter be eligible for election for a full term office.

Section 12. Removal: The Board of Directors may remove a Director before the expiration of his/her term of office by a two-thirds (2/3) vote of the remaining Directors at any regular or special meeting. In the event that the Board of Directors removes a Director before the expiration of his/her term of office, the Board of Directors may, by a majority of votes cast at the meeting at which the resolution removing such Director was passed, appoint any qualified person in the Director’s place for the remainder of the unexpired term of the predecessor.

Section 13. Informal Action by Directors: Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, describing the action to be taken, shall be signed by all of the Directors entitled to vote on the subject.

Section 14. Telephonic Meetings: Members of the Board of Directors or of any committee of the Board may participate in and act at any meeting of the Board or committee through use of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can communicate with each other or through any technology allowed by law. Such participation in the meetings shall constitute attendance in person at the meeting.

Section 15. Compensation: Directors shall not receive any salaries or other compensation for their services as such, but by resolution of the Board of Directors, may be reimbursed for expenses incurred in the performance of their duties as Directors.

ARTICLE XIII -OFFICERS

Section 1. Officers: The elective officers of the Chapter shall be a President, President Elect/Vice President, Treasurer, Secretary, and Immediate Past President. They shall also be referred to as the Executive Committee.

Section 2. Terms of Office: The terms of office of the President, President Elect/Vice President, Secretary, and Treasurer shall be two (2) years. The Board of Directors shall be required to reconfirm the 2nd year term of all officers at the end of the first year. The terms shall begin on April 1st following their election, and shall continue to March 31st, two years hence. At such time, the current President Elect/Vice President shall become President, and the incumbent President shall become the Immediate Past President. No elected officer shall be eligible to hold the same office for more than two (2) consecutive terms without the interruption of at least one year from the date the officer ceased holding such office.

Section 3. Qualifications: The President Elect shall have served at least two (2) years as a Director and/or officer. The President Elect/Vice President, Treasurer, and Secretary shall each have served at least one year as a Director. Each officer position described above must be filled by a designated voting representative of an Active member of the Chapter.

Section 4. Election: The President, President Elect/Vice President, Treasurer, and Secretary shall be elected by a simple majority vote of those Directors present, or in default of such meeting, at a special meeting called for that purpose in accordance with these Bylaws and such policies as may be adopted by the Board of Directors.

Section 5. Vacancies: Any vacancy of any elective officer of the Chapter shall be filled as an appointment by the President upon approval by the Board of Directors at the next meeting. An officer appointed to fill a vacancy shall serve the unexpired term of the predecessor, and shall thereafter be eligible for election for a full term office.

Section 6. Removal: Every officer of the Chapter shall hold office at the pleasure of the Board of Directors and may be removed by the Board of Directors whenever in its judgment the best interests of the Chapter would be served. Such removal shall be by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided notice of such proposed removal is provided to the Directors with the notice of the meeting. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 7. President’s Duties: The President shall be the chief elected officer of the Chapter and shall in general supervise and control the affairs of the Chapter subject to the direction of the Board of Directors. The President shall preside at all meetings of members and of the Board of Directors of the Chapter. The President may sign, with the Chapter Management or any other proper officer of the Chapter authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by law, by these Bylaws, or as may be assigned by the Board of Directors from time to time. He or she shall also serve as Governor to the National Board of Governors, and must be a member in good standing of the National Association.

Section 8. President Elect/Vice President’s Duties: In the absence of the President, or in the event of his/her inability or refusal to act, the President Elect/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 of the President. The President Elect/Vice President shall perform all duties incident to the office of President Elect/Vice President and such other duties as may be prescribed by law, by these Bylaws, or as may be assigned by the President or by the Board of Directors from time to time.

Section 9. Vice President’s Duties: The position of Vice President has been combined with the position of President Elect.

Section 10. Treasurer’s Duties: The Treasurer shall remain fully advised as to the financial condition of the Chapter, have charge and custody of all funds and securities of the Chapter, and be responsible for the receipt and disbursement thereof. The Treasurer shall regularly report to the Boards of Directors and the membership on the financial conditions of the Chapter, and shall perform all duties incident to the office of Treasurer and such other duties as may be prescribed by law, by these Bylaws, or as may be assigned by the President or by the Board of Directors from time to time.

Section 11. Secretary’s Duties: The Secretary shall be responsible for authenticating the records, documents and resolutions of the Chapter, the Boards of Directors, and its members. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be prescribed by law, by these Bylaws, or as may be assigned by the President or by the Board of Directors from time to time.

Section 12. Not applicable to Chapter.

Section 13. Not applicable to Chapter

Section 14. Chapter Management: The Chapter Management shall: 1) keep the minutes of the meetings of the members, and Board of Directors; 2) ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; 3) be custodian of the corporate records and seal of the Chapter; 4) keep a register of the post office and email addresses of each member which shall be given to the Chapter Management by such member; 5) be responsible for the financial administration of the Chapter, subject to the oversight of the Treasurer; and 6) in general, perform all duties incident to the office of Chapter Management and such other duties as may be prescribed by law, by these Bylaws, or as may be assigned by the President or by the Board of Directors from time to time.

Section 15. The Executive Committee: The Executive Committee, upon approval of the Board of Directors, is authorized to engage the services of an Executive Director or management firm to administer the affairs and activities of the Chapter when the Chapter’s activities reach the extent that such management services are required. The Executive Committee shall fix the compensation and tenure of office of the Executive Director or management firm and determine the scope of power and duties. The Executive Committee shall assure that available physical facilities are adequate for the Chapter.

ARTICLE XIV -OFFICERS

Section 1. Executive Committee: The Executive Committee shall be comprised of the officers. It shall report actions taken and/or make recommendations to the Board of Directors by communication or at the next scheduled meeting for Board of Directors.

Section 2. Nominating Committee: The President shall appoint a nominating committee to prepare nominations for the election of officers and directors.

Section 3. Other Committees: The President may appoint appropriate ad hoc committees to accomplish their goals and objectives. There may be additional standing committees appointed by a majority vote of the Board of Directors in accordance with the Board’s adopted policies.

Section 4. Nominating Committee: The President shall appoint a nominating committee to prepare nominations for the election of officers and directors.

The following Standing Committees are:
PROJECTS
EDUCATION
GOLF
GOVERNMENT RELATIONS
INSURANCE
SPECIAL OLYMPICS
MEMBERSHIP AND PUBLIC RELATIONS
BUDGET/FINANCE

ARTICLE XV – DUES, FEES AND ASSESSMENTS

Dues, fees and assessments shall be determined from time to time by the Board of Directors.

ARTICLE XVI – GENERAL PROVISIONS

Section 1. Contracts: Chapter Management with the approval of the Board of Directors may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances.

Section 2. Deposits, Checks, Drafts, Etc.: All funds of the Chapter shall be deposited from time to time and in a timely manner to the credit of the Chapter in such banks, trust companies, or other depositories as the Board of Directors may select. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter shall be signed by such officer or officers or agent or agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Fiscal Year: The fiscal year of the Chapter shall be as determined by the Board of Directors.

Section 4. Books and Records: Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees, and shall keep a record giving the names and addresses of all members at the Chapter headquarters.

Section 5. Audit: The accounts of the Chapter shall be audited on an annual basis by an independent auditor approved by the Board of Directors.

Section 6. Seal: The corporate seal, if any, shall be inscribed with the name of the Chapter and the words “Corporate Seal” and “California”.

Section 7. Delivery of Notice: Any notice required to be given by law, the Articles of Incorporation or these Bylaws, shall be deemed to be delivered according to the following rules: upon personal delivery; if by mail, when deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid; if by facsimile, when the facsimile is sent via the facsimile number shown for the member/Director on the records of the Chapter; if by overnight mail, when deposited with the shipping company in a sealed envelope, properly addressed, with shipping charges prepaid or billed to sender’s account; and if by any other means allowable under the law and approved by the Board of Directors, as provided by law or the Board of Directors in approving that means.

Section 8. Waiver of Notice: Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed, or otherwise approved as allowed under the law, by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the holding of the meeting because proper notice was not given.

Section 9. Use of Funds and Dissolution: The Chapter shall use its funds only to accomplish the objectives and purposes specified in its Articles of Incorporation, and no part of its funds shall inure or be distributed to the members of the Chapter except for insurance refunds. Upon dissolution of the Chapter, any funds remaining after payment of outstanding liabilities and expenses shall be distributed to the Association as stated herein.

Section 10. Compliance with I. R.C. Section 501(c) (6): The Chapter shall operate and conduct its activities in accordance with those permitted a nonprofit association under Internal Revenue Code Section 501(c) (6).

Section 11. Bonding: The Board of Directors may require any officer, employee, or agent of the Chapter, to furnish at the expense of the Chapter, a fidelity bond, in such a sum as the Board shall prescribe.

Section 12. Procedure: All meetings of the Chapter shall be governed by parliamentary law as set forth in the most recent edition of Robert’s Rules of Order when not inconsistent with law or these Bylaws or any special rules of order the Chapter Board of Directors may adopt.

Section 13. References: Any reference in these Bylaws to the masculine gender shall be read and understood to include the feminine gender.

ARTICLE XVII – LIABILITY, INDEMNIFICATION AND INSURANCE

Section 1. Limitation of Liability: No Director, officer, employee, or agent of the Chapter acting in his/her official capacity shall be liable for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such Director, officer, Division officer, employee or agent, except to the extent dictated by law.

Section 2. Indemnification: The Association or Chapter shall indemnify and hold harmless to the full extent permitted by law any person who is or was acting in his/her official capacity as a Director, officer, employee, or agent of the Chapter, or who is or was serving in his/her official capacity at the request of the Chapter as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 3. Insurance: The Association shall be required to purchase and maintain insurance for such indemnification of such “Chapter” Directors, officers, employees, or agents against any liability asserted against such person and incurred in any such capacity, or arising out of such person’s status as such, regardless of whether the Association would have the power to indemnify against such liability.

ARTICLE XVIII – AMENDMENTS

The power to alter, amend, or repeal the Bylaws, adopt new bylaws, or amend the Articles of Incorporation shall be vested in the Board of Directors. Such action may be taken by a two-thirds (2/3) majority vote of the Board of Directors at a regular or special meeting of the Board of Directors, or as otherwise provided in the Bylaws, provided notice of the proposed changes are submitted to all Directors with the written notice of the meeting.

ARTICLE XIX – ALLEGIANCE TO NATIONAL ORGANIZATION

California Fence Contractors Association, Chapter of The American Fence Association, Inc. is organized and exists under the provisions of the National By-laws, acknowledges its allegiance to, and affiliation with, and hereby subscribes to the jurisdiction of the National, with modifications shown herein.

ARTICLE XX – CHAPTER INSIGNIA

Section 1. The Chapter shall approve and adopt an insignia which shall appear on the Chapter’s stationery and shall be of a design suitable to the fence industry and in the character of the Chapter and which shall clearly indicate the affiliation of the Chapter with the National either by family resemblance or in words.

Section 2. The Association shall take such steps as may be necessary and appropriate to register the insignia as the Chapter trademark and to reserve its use to the Chapter and membership in accordance with these By-Laws.

Section 3. In addition to the Executive Office of the Chapter and authorized sub-chapters, the insignia may be used by current members only, on their stationery, buildings, job signs, equipment and elsewhere, but may not be employed in a grotesque or facetious fashion or in any manner that will adversely reflect upon the dignity or prestige of the Chapter. In no case may the emblem be used to indicate an affiliation or relationship with any agency unless such agency is owned or officially controlled by the Chapter.

Section 4. When used as per Section 3 by an Associate or Honorary member, his status shall be so indicated.