ALL THE LEGAL STUFF

To be perfectly lucid - the CWUEVC is in fact TWO SEPARATE ORGANIZATIONS that act as one mostly, but there are distinct differences between what the two different orgs are able to do legally.

One organization is the "Club," which acts as a Central Washington University Club.

The other organization is the "Chapter," which acts as a Chapter of the Electric Auto Association. The EAA is a 501c3, and therefore Historical precedence and and rules governing a 501(c)(3) organization do not allow the EAA or its chapters to own hard assets such as vehicles.

There are three different UBI's which we must consider when receiving donations, monies, or obtaining assets. Those three UBIs are: University Involvement, EAA, and CWU Foundation.

Here is the breakdown:

Club = University (since 2007)

Chapter = EAA (since 2019)

• Garage: Club
• Racing Team: Club
• LADS: Club
• Infrastructure Push: Chapter and Club
• Ride and Drives: Chapter
• Cars and Coffee: Chapter
• Car Shows: Chapter
• Conferences: Chapter and Club
• Paid dues: Chapter
• Free membership: Club
• Solar project: Club
• Pavegen project: Club
• Advocacy: Chapter and Club

Electric Vehicle Club

ORGANIZATIONAL CONSTITUTION

Description:

To be an advocate for the future of motion, and the future is electric. We work to develop EVs and EV infrastructure both on campus and in the larger community. We also work on interdisciplinary projects to decrease our reliance on fossil fuels and increase our penetration of renewable energies and micro grid technologies. We are the campus chapter of the Electric Auto Association.

To be a community of purpose-driven advocates for driving electric, electric vehicle infrastructure, and electric vehicle autosport. We run the Central Washington University Electric Vehicle Racing Team. We participate in the Electrathon America racing circuit.

To provide a public engagement forum where anyone can learn about the future of motion. We host public speakers, car shows, and more, so that we can teach as we learn about Electric Vehicles.

ARTICLE I – Name

Central Washington University Electric Vehicle Club, or Electric Vehicle Club, CWUEVC, or EVC

ARTICLE II – Purpose

To be an advocate for the future of motion, and the future is electric. To be a community of purpose-driven advocates for driving electric, electric vehicle infrastructure, and electric vehicle autosport. To provide a public engagement forum where anyone can learn about the future of motion.

ARTICLE III – Membership

A) Any student of CWU is encouraged to come to a meeting. Members are those who have been to at least one meeting prior. EAA membership is not required but encouraged to be an EVC member.

B) To be recognized as a full member, the member shall show up to at least one prior meeting, and/or become a dues paying member of the Electric Auto Association.

C) Each member has the right to vote, the right to be heard, the right to organize petitions and subcommittees.

ARTICLE IV - Meeting

A) Meetings will be held once a week during the academic year.

B) The members will be informed at the prior meeting if any changes have occurred in the schedule. Otherwise, we will meet at the same time every week.

ARTICLE V – OFFICERS AND THE BOARD

A) THE EXECUTIVE BOARD:

a. The President of the Club shall perform the duties of the Executive director and delegate tasks accordingly to the following;

i. The Vice President shall also act as Head of Racing, meaning that they will - for now - act as the Team Captain of the Racing Team and as liaison to Electrathon America.

ii. The Secretary shall record the histories and records of the club for legacy, in addition to handling all administrative responsibilities, branding issues, and making sure every member has their qualified safety certifications if they participate in activities where they are required.

iii. The Treasurer shall make the money move, meaning that they every expenditure will be approved of by them, and they will also work with the other officers to create sponsorship packages with each sponsor.

B) In the event of a vacancy within the Executive Board, with the caveat that we don't want poor leaders, emergency elections will be held at the earliest convenience to find new leaders, however in the interim those tasks will fall under the auspices of the President to delegate evenly per Executive privilege.

C) THE OFFICERS:

a. The President of the Club shall perform the duties of the Executive director and delegate tasks accordingly to the following;

i. The Vice President of the CWUEVC shall also act as the Head of Racing and shall be officially the Team Captain of the Racing Team and act as liaison to Electrathon America, and other Racing organizations.

ii. The Vice President of Engagement and Recruitment shall actively seek out proved methods to enroll new recruits, recitivize memberships, and shall organize all public forums to include keynote addresses and public debates on the future of motion, and shall act as Liaison to the Electric Auto Association.

iii. The Webmaster and Graphic Designer shall make us look all swag AF.

iv. The Secretary shall record the histories and records of the club for legacy, in addition to handling all administrative responsibilities, branding issues, and making sure every member has their qualified safety certifications if they participate in activities where they are required.

v. The Treasurer shall make the money moves, meaning that they every expenditure will be approved of by them, and they will also work with the other officers to create sponsorship packages with each sponsor.

D) The only office of Succession is Team Captain (VP of Racing), as appointed by majority vote of the Executive Board. All other positions are by vote of majority in a scrap-paper ballot held the last meeting of the current academic year, duties of which will be absorbed for the next academic year. No term limits apply, but votes of no confidence can occur. Officers can also step down for personal reasons.

E) Under the normal circumstances, meaning where no emergency elections need to occur, voting will be as according to the suggestions of the ASCWU and following the election cycle listed above.

a. There will only be one set of elections. No "parties" or "primaries." Only one General Election shall occur.

F) The nominees will stand and give a 30 second speech at a meeting. They will also (for two weeks only) have profiles on the website where remote or overseas (study abroad, internships, travel, etc.) members can vote. Advertising (the practice of spending money to promote candidacy) is strictly FORBIDDEN in every sense. This club is dedicated to motion, and political advertisements are the opposite of that.

G) THE PROCEDURES IN CASE A RUNOFF IS NECESSARY:

a. Rock-paper-scissors.

i. In the event of a tie - A.k.A, a runoff runoff: heads-or-tails.

ARTICLE VI – Memberships and Affiliations

A) State any affiliations with local, state, regional, or national organizations.

· "Electrathon America" is a national collegiate and community EV racing organization.

· "Electric Auto Association" is worldwide and has been promoting and advocating for driving Electric Vehicles since 1967 and is now the largest of its kind in the world.

· "Now You Know" is a large YouTube Channel dedicated to promoting EV driving and ownership.

· Several local chapters, and chapter Presidents of the EAA.

B) List any Fees associated with these memberships (Both for the club and the individual).

· Electrathon America has CLUB FEES: $30 for the first team vehicle, and $15 for each vehicle thereafter of the same team. Event entry fees range from free and up, averaging around $25.00 per car.

· Electric Auto Association INDIVIDUAL: basic membership dues are $35 every 12 months.

ARTICLE VII - Qualifications and Selection of an Advisor/Instructor and the function(s) and duties of said person(s).

A) Faculty Advisors are chosen as experts in their fields of study, but more importantly, they are chosen because they are GENUINELY INTERESTED in what we're doing as a club.

B) Faculty Advisors are expected to have a head full of wizardry when we get stuck in a rut (literally or otherwise), and will be able to use their professional contacts and skillset to help us succeed.

ARTICLE VIII – Membership dues

A) CWUEVC membership is free, however, to participate in EAA activities, the Annual Fee is required. Also, certain individuals may choose to pay out-of-pocket for club items, such as pizza or energy drinks. The club Treasurer will monitor all club monies - if in the future they deem dues to be necessary, they can create an amendment to be voted on by the Executive Board.

B) EAA Memberships will be paid at the beginning of that Academic Year. An appeal can be made by every member, and if the treasurer deems it appropriate, individual dues for financially stressed students can be paid through the club account, with the approval of the President.

C) All financial transactions must be approved by the membership and signed off on by two officers on the approved signatory list. Every financial action must be approved by the Treasurer, who may act as one of those two officers on the approved signatory list.

ARTICLE IX – Ratification

A) The Constitution shall be ratified at the first meeting of the CWUEVC. At least all members of the Executive Board shall ratify it. If a member is not present, we will bring it to them for signature. Digital Signatures from Adobe Acrobat or Apple Preview are also accepted.

ARTICLE X – Amendments

A) Amendments may be presented at a meeting, to club email group, and ratified both by the membership, and the Officers, at the next meeting or later during that same meeting.

ARTICLE XI – Bylaws

· Writing Bylaws:

All bylaws will first be presented as Bills by the membership, much in the same fashion as Amendments. During the first meeting of the Academic year, the Officers shall read through the bylaws for any erroneous or contradictory information first, and after correcting them, shall prepare to adopt any new Bills. Any member at any time can create a Bill. At the next meeting, the membership shall vote to approve or disprove of a Bill becoming a Bylaw. Bills don't have to be complicated. They can be one sentence long, to as

• As a recognized club or organization of the Associated Students of Central Washington University, you are representing Central Washington University at all times. Keep this in mind while attending, promoting and planning all events.
• Your club or organization should be aware of the potential risks of the use of alcohol during trips and / or meetings. The club organization and its members are responsible for their actions while on trips and activities and are expected to act in a responsible manner that is consistent with the laws of the United States, Washington State and Central Washington University.
• The use of State vehicles to transport alcohol, or to transport persons to and from establishments with the primary purpose of selling alcohol, is prohibited.
• It is expected that all recognized Central Washington University clubs/organizations will behave in a responsible manner in regards to drinking and driving, and will work to assure a safe ride home for those intoxicated.
• The Senate for Student Organizations wants to promote the idea of “Responsible Freedom” and allow clubs organizations to participate in any activity in which they choose. However, we ask you to remember that you are representing Central Washington University in all activities in which you participate.

ACKNOWLEDGEMENT OF RISK AND HOLD HARMLESS AGREEMENT

• I hereby acknowledge that I have voluntarily chosen to participate in the authorized student club hereinafter called “club") stated below.
• I understand the risks involved with my participation in the authorized student club. I recognize that the club and its activities involves risk of injury and I agree to accept any and all risks associated with it, including but not limited to property damage or loss, minor bodily injury, severe bodily injury, and death. Furthermore, I recognize that participation in the club invoIces activities and risks incidental thereto, including but not limited to, physical exertion for which I am not prepared, forces of nature; travel, whether in civilized or remote, domestic or international areas, by plane, train, auto, boat or other conveyance, or on bicycle, horseback, sky, by foot or other form of active travel, civil unrest, terrorism, breakdown of equipment; fundraising, competitions, practices, community service projects, accident or illness without access to means of rapid evacuation or availability of medical supplies; limited availability of medical assistance and the possible reckless conduct of other participants. I am voluntarily participating in the club activities with the knowledge of the risks involved and hereby agree to accept any and all inherent risks of property damage, bodily injury, or death.
• In consideration of my participation in the club and to the tallest extent permitted by law, I agree to indemnify, defend and hold harmless Central Washington University, its trustees, officers, directors, employees, agents and volunteers and the Associated Students of Central Washington University Board of Directors (ASCWU), its officers, agents, employees, volunteers from and against all claims arising out of or resulting from my participation in the below named. (Claim as used in this agreement means any financial loss, claim, sue, action, damage or expense, including but not limited to attorney’s fees, attributable to bodily injury, sickness, disease or death, or injury to or destruction of tangible property including loss of use resulting there from. In addition, I hereby voluntarily hold harmless Central Washington University, its trustees, officers, directors, employees, agents, volunteers and assigns from any and all claims, both present and future, that may be made by me, my family, estate, heirs or assigns.
• I also understand that Central Washington University does not provide any medical, dental, or life insurance to cover bodily injury, illness or death, nor insurance for personal property damage or loss, nor insurance for liability arising out of my or my clubs negligent acts or omissions, and I acknowledge that I am completely responsible for my own insurance to cover these expenses.
• I further understand that this assumption of risk and hold harmless is intended to be as broad and inclusive as permitted be the laws of the State of Washington and that if any portion thereof is held invalid, agree that the balance shall notwithstanding continue in full legal force and effect.
• All members must sign the Acknowledgment of Risk and Hold Harmless Agreement form.

1. The Electric Auto Association will conduct itself in a professional manner in all public and private actions; respecting the rights and beliefs of all parties.

2. The Electric Auto Association will make every effort to ensure the information provided to its members and the public is true, reliable and accurate and will not wilfully misrepresent any material fact when disseminating that information.

3. Gathering and disseminating information about products and policies is one of the primary functions of the Association. Under no circumstances will a member of the EAA violate any law to obtain information nor distribute information by an illegal means.

4. The EAA will respect the confidentiality and intellectual property rights of all members of the EAA as well as member and non-member business. The Association will not willingly release, reproduce or distribute restricted information provided to the EAA under non-disclosure without the consent of the owner.

5. The EAA will inform members and the public of developments and availability of products and services related to electric vehicles, but will not endorse any product or service.

6. The Association's name should not be used or implied in the promotion of any product or service.

7. All officers and board members will use the resources of the Association to achieve the Association's goals to the best of their ability; personal gain shall not be a consideration in conducting the Association's business.

8. Any officer or member of the Board of Directors of the EAA who has a potential conflict of interest between EAA activity and other activities or relationships, shall 1) inform the membership that elects them of the potential conflict; and 2) abstain from participating in balloting or other determination of Association business related to the potential conflict.

9. All members have a responsibility to report unlawful or unethical conduct associated with any Electric Auto Association activity to the officers or the Board of Directors of the Association.

1O. The EAA is open to all individuals regardless of sex, age or ethnic background, discrimination or harassment by or toward any member will not be tolerated.

(A California Nonprofit Public Benefit Corporation With Members)

I. CORPORATION PURPOSES:

A. To act as a source of information for the membership, other organizations and the public, on the current state of electric vehicle technology worldwide.

B. To encourage experimentation in the building of electric vehicles, particularly to improve energy and resource efficiency, reduce emissions and improve vehicle safety.

C. To promote and organize public exhibits of electric vehicles built by members and others for the purpose of informing the public on the progress of electric vehicle technology and conducting public opinion polls.

D. To use all media, such as newsletters, web sites, information packages, and other paper and electronic media designed to inform the public and promote the cause of electric vehicles.

II. OFFICES:

A. The principal office and any other office(s) shall be located at such place(s) as the Board of Directors shall authorize. [5160]*

III. MEETINGS AND VOTING RIGHTS:

A. REGULAR MEETINGS: The annual meeting of the members of the corporation shall be held each year at a place, date and time arranged by the Board of Directors. Notice of the meeting shall be sent to each member of record, as of the date of notice, by mail not less than 20, nor more than 90 days prior to the meeting date. At each annual meeting directors shall be elected and any other business may be transacted which may properly come before the meeting. [5510 (a), (c)]

B. CHAPTER MEETINGS: For the convenience of participation, groups of members may form chapters in geographic regions. Meetings of chapters shall be held at times and places determined by the chapter officers and its members. [5510(a)].

C. SPECIAL PURPOSE MEETINGS of members may be called by the Board of Directors, the Chairman, the President or by 5% or more of the members. Special purpose meetings shall be held not less than 35 nor more than 90 days after receipt of a valid request. [5510(e), 5512)

D. NOTICE OF SPECIAL PURPOSE MEETINGS of members shall be sent by EAA to all members of record, by mail, not less than 20, nor more than 90 days prior to the meeting date. Meeting notices shall state the business to be transacted and nominees for positions, if an election is to be held, as well as the time and place of the meeting and date by which proxies must be received. Business at special purpose meetings shall be limited to that stated in the meeting notice. A proxy form shall be furnished to each member with the meeting notice with which the member may vote absentia on the business or the candidate. [5511]

E. QUORUM FOR THE TRANSACTION OF BUSINESS: At any meeting of the members those present plus those represented by proxy shall constitute a quorum, if 5% or more of the members are represented. The affirmative vote of a majority of those voting in person and by proxy shall be the act of the members. [5510(d), 5512]

F. ACTION BY WRITTEN BALLOT WITHOUT A MEETING: Any action, including election of directors, which may be taken at a meeting of members maybe taken without a meeting by mailing to each member of record a ballot describing the proposed action with an opportunity for the member to specify approval or disapproval of the proposal(s). A reasonable time limit for the return of the ballots shall be stated. Approval on a majority of the ballots received by the stated time shall be the act of the members if 5% or more of the members voted. If directors are to be elected by mailed ballot, without a meeting, the number to be elected shall be stated and that number of candidates receiving the highest numbers of votes on ballots received by the stated time shall be considered elected. Written ballots are irrevocable. [5513(d)]

G. VOTING: Each member shall be entitled to one vote on proposals and for candidates at general meetings of members in person or by proxy or by mailed ballot if a meeting is not held.. [5610]

H. PROXIES: Each member entitled to vote, may do so by sending a proxy to the Secretary of the corporation, which must be received by the date set in the meeting notice. A proxy shall be valid only for the specific meeting and proposal(s) stated in the meeting notice. Proxies must be delivered in a sealed envelope and are to be opened only by a teller committee appointed by the Board of Directors.[5613]

IV.BOARD OF DIRECTORS:

A. POWERS OF THE BOARD: The activities and affairs of the corporation shall be conducted by or under the direction of the Board of Directors subject to any limitations in the Articles of incorporation or these bylaws. [5210, 5150 (a)]

B. NUMBER OF DIRECTORS: The authorized number of directors of the corporation shall be an odd number not less than three(s) nor more than eleven (11). The exact number of directors shall be set within these limits from time to time by affirmative vote of a majority of the directors or by affirmative vote of a majority of members voting at a duty held meeting and by proxy or by mail received by the time limit stated in the notice. The maximum and/or minimum number of directors may be only changed by approval of the members. [5151]

C. DIRECTORS NOMINATION, ELECTION AND TERM: Nominations of candidates for director may be made to the Board of Directors by any member at any time to fill vacancies or to replace members whose term has expired. Nominations shall close 60 days prior to the date of the meeting at which the election is to occur or the date by which written ballots must be received. The Board shall provide nominee a reasonable opportunity to accept or reject nomination, communicate to members their qualifications and reasons for candidacy and to solicit votes. Directors shall be elected at each annual meeting of members and shall hold office until the expiration of the term for which elected and until their respective successors are elected and qualified or until death, resignation, or removal. Directors shall be elected for terms not exceeding three (3) years. Terms shall be arranged so that no more than one half will expire in a single year any bylaw amendment increasing the terms of directors or extending any director's term, must be approved by the members. [5220]

D. RESIGNATIONS: Any director may resign effective upon giving written notice to the Chairman of the Board or to the Secretary of the Board. However, no director may resign if such resignation would leave the corporation without a duly elected director in charge of its affairs. [5224, 5226]

E. REMOVAL: The Board of Directors may declare vacant the office of a director, elected subsequent to the adoption of this bylaw, who fails to attend or otherwise actively participate in three consecutive board meetings. If not in attendance, active participation may be by written input to the upcoming meeting. The entire Board of Directors, or any individual member of the board, may be removed from office by affirmative vote of the majority of members voting by written ballot or in person and by proxy at a duly held meeting for which such removal was stated in the meeting notice as a proposal to be decided at the meeting. If the members act to remove the entire board they must immediately elect a replacement board. [5221, 5222]

F. VACANCIES:A vacancy(s)on the Board of Directors shall be deemed to exist whenever there are fewer directors than the authorized number Such vacancies may be filled by a majority of the remaining directors or by a sole remaining director. The members may elect a director at any time to fill any vacancy not filled by the Board of Directors. [5075, 5224(b)]

G. REGULAR MEETINGS: The board shall meet at least quarterly. One board meeting shall be held immediately after each regular meeting of members for the purpose of organization, appointment of officers and transaction of other business. [5211]

H. SPECIAL MEETINGS OF THE BOARD OF DIRECTORS may be called by the Chairman or the President or any Vice President or the Secretary of the corporation or by any two (2) directors or by five (5) percent or more of the members. [5211(a)(1)]

I. NOTICE OF MEETINGS: Notice of the time, date and place of all meetings of the Board of Directors shall be delivered to all directors at least one week in advance by first class mail or 48 hours notice, before a special urgent meeting, by personal delivery or telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. [5211(a)(2)]

J. ACTION WITHOUT A MEETING:Anyactionwhichmaybetaken by the Board of Directors, may be taken without a meeting if all directors consent in writing to such action. Such consent shall be filed with the minutes of proceedings of the Board of Directors. [5211(b)]

K. QUORUM AND TRANSACTION OF BUSINESS: A majority of the authorized number of directors present in person or participating by phone shall constitute a quorum for the transaction of business. Every act done or decision made by a majority of Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors. Any board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if all of the following apply:

1. Each member participating the meeting can communicate concurrently with all other members.

2. Eachmemberisprovidedthemeansofparticipatinginall matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

3. The board has adopted and implemented a means of verifying both of the following:

a) A person participating in the meeting is a director of other person entitled to participate in the board meeting.

b) All actions of or votes by the board are taken or cast only by the directors and not by persons who are not directors. [5211 (a)(6)(7),(8)]

L. MEETINGS: The Chairman of the Board shall preside at every meeting of the board, if present. If no chairman is present a chairman chosen by a majority of directors present shall act as chairman. The Secretary of the corporation or in the absence of the Secretary, any person appointed by the Chairman shall act as secretary of the meeting.

EAA-bylaws.PDF

M. COMPENSATION: Directors and members of any committees shall serve without compensation except for reimbursement of expense incurred on behalf of the corporation and subject to prior approval by the Board of Directors. [5235]

N. COMMITTEES: The Board of Directors may create one or more committees each consisting of two or more directors and may include other members of the association. The board shall define the responsibilities and authority of each committee. [5212]

V. ORGANIZATION

A. OFFICERS: The corporation shall have a Chairman of the Board, or a President or both, a Secretary, a Treasurer and such other officers with such titles and duties as the Board of Directors shall determine. All officers shall be chosen and appointed by the Board of Directors and serve at the pleasure of the Board. [5212, 5213]

B. THE CHAIRMAN OF THE BOARD shall exercise such powers and perform such duties as may be assigned by the Board of Directors. The Chairman may sign and execute, in the name of the corporation, any instrument authorized by the Board of Directors. The Chairman shall have all the general powers and duties of management usually vested in the President or Chief executive Officer of a corporation.

C. THE SECRETARY shall keep, or cause to be kept, in a place and form readily available to any director:

1. Minutesofallmeetingsofthe Corporation Members,Board of Directors and committees of the Board of Directors.

2. Names And Addresses Of All Members.

3. The original or copy of the Articles of Incorporation.

4. These Bylaws Including Any Revisions.

D. THE TREASURER shall be responsible for maintaining accurate and correct books and records of moneys of the corporation received and disbursed and for depositing same in the name to the credit of the corporation and shall provide a statement of financial condition of the corporation to the Board of Directors when called upon to do so.

E. CHAPTERS: Members may form Chapters. Each Chapter has its own meetings, procedures and activities, Chapters must establish and maintain a relationship as affiliates of the EAA and agree to abide by the bylaws and Code of Ethics of the Electric Auto Association.

CONTRACTS AND LOANS:

A. CONTRACTS: The Board of Directors may authorize any director, committee of directors or officer of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Without such expressed and recorded authorization no director, committee, officer or other person shall have the power or authority to bind the corporation or to render it liable for any purpose or in any amount. [5141,5210]

B. LOANS: No loans shall be contracted on behalf of the corporation unless authorized by the Board of Directors.

VII. MEMBERSHIPS:

A. ADMISSION OF MEMBERS: The corporation, shall admit as a member anyone who pays the annual membership fee and shall consider each such person a member for one year following receipt by the corporation of each membership fee. Certain institutions, organizations and individuals may be granted complimentary memberships at the discretion of the Board of Directors. Any member may resign at any time by written notice to the Board of Directors. [5310]

B. CLASS OF MEMBERS: The corporation, shall have one class of members and each member shall have one vote on matters to be voted on by the members. [5330]

C. DUES: The Board of Directors may levy upon members such dues, assessments and fees as it may deem appropriate. [5351]

VIII. INSPECTION OF CORPORATE RECORDS:

A. Every director shall have the right to inspect and copy all books, records and documents of the corporation and to inspect the physical properties of the corporation at any reasonable time. Each member shall have the same right of inspection for purposes reasonably related to the business of the association and in the interests of the membership, upon written request stating the purpose, to the Board of Directors. No director or member shall use any record, such as members' names and addresses, for any purpose not in the best interests of the corporation or any member.

IX. MISCELLANEOUS:

A. FISCAL YEAR: The fiscal year of the corporation shall end on the last day of December of each calendar year.

B. ANNUAL REPORT: The Board of Directors shall cause an annual report to be prepared and sent to members, within 120 days after the close of each fiscal year. The report shall include, in appropriate detail: summaries of the corporation, chapter and member activities and corporation income and expenses.

C. BYLAWS: It is the intent of these bylaws to comply with mandatory requirements of the California Nonprofit Corporation Law. The Board of Directors will correct any noncompliance brought to its attention. These bylaws may be adopted, amended, revised or repealed by the Board of Directors or by the members unless the action would materially and adversely affect the rights of the members. [5150]

D. CODE OF ETHICS: The Association will adopt and abide by a Code of Ethics published to the membership as a separate document.

E. AWARDS: The association may grant awards for meritorious service, technical achievement, or other purposes as determined by the Board of Directors.

* Numbers in brackets refer to California Nonprofit Corporation Law. If this law should change, the intent of these sections in this document is to follow the law as modified.