About MVGC

Our Mission

Membership is focused on celebrating, playing and preserving the Mill Valley Golf Course. We gather year round for competitions, meetings, dinners and holiday-inspired events. MVGC is a unique environment for those who love the game and all that surrounds the Mill Valley Golf Course.

All are welcome!

Our Board of Directors

Tad Inouye

President

Darin - Treasurer

Gavin Polite Fisco

Vice-President

Alex

Mark Poppen

Treasurer

Jon

Mackenzie Chapman

Communications Director

Laura Gibble

Secretary

Jon

Jon Gregg

Tournaments Director

Alex

Alex Cushner

Fundraising Director

Frank Minena

Entertainment Director

Jeffrey Kraft

Handicap and Rules Director

Abbas Maroofi

Membership Director

Troy Rothewell

General Director

Mill Valley Golf Club

(Not the Golf Course)
PO Box 2398 Mill Valley, CA 94942

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MILL VALLEY GOLF CLUB (MVGC) CONSTITUTION AND BYLAWS

Article I – NAME AND LOCATION

 The name of this golf club shall be the Mill Valley Golf Club (MVGC) with its principal office at 35 Miller Avenue #240, Mill Valley, CA 94941, City of Mill Valley, County of Marin, State of California. The Association may have such other offices as may from time to time be designated by its members or Board.

 

Article II – PURPOSE

 

Section 2.1. General Purpose.

The specific purpose of MVGC is as follows:

 

  • To stimulate interest in golf at the Mill Valley Golf Course by bringing together a group of golfers desirous of forming a golfing organization.
  • To promote and foster among the members a closer bond and society for their joint and mutual benefit, and to promote and conserve the best interests and true spirit of the game of golf as embodied in its ancient and honorable traditions.
  • To encourage conformance to the USGA Rules of Golf by creating a representative
  • To maintain a uniform system of handicapping as set forth in the NCGA/USGA Handicap System and issue NCGA/USGA Handicap Indexes to the members.
  • To provide an authoritative body to govern and conduct club competitions at various

 

Article III – CONSTRUCTION; ELECTRONIC TRANSMISSION

 

Section 3.1. Construction and Definitions.

Without limiting the generality of the above, the singular number includes the plural, and the plural number includes the singular.

 

Section 3.2. Electronic Transmission.

Subject to any guidelines and procedures that of Board members of MVGC (the “Board”) may adopt from time to time, the terms “written,” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions, such as facsimile or email, provided (a) for electronic communications from MVGC, MVGC has obtained an unrevoked written consent from the recipient to the use of such means of communication; (b) for electronic transmissions to MVGC, MVGC has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (c) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.

 

Article IV – BOARD OF DIRECTORS

 

Section 4.1. General Powers and Duties.

The corporate powers of MVGC shall be exercised and its business and activities managed by or under the direction of the Board. Furthermore, the following shall be among the duties of the Board:

 

  • Perform any and all duties imposed on them collectively or individually by law, by these Bylaws;
  • Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of MVGC;
  • Supervise all officers, agents, and employees of MVGC to assure that their duties are performed properly;
  • Meet at such times and places as required by these Bylaws; and
  • Register their email and mailing addresses with the

 

Section 4.2. Number, Term, and Qualifications of Directors.

  • Number of Board The authorized number of Board members shall consist of a minimum of seven (7) and a maximum of fifteen (15) members unless changed by amendment to these Bylaws. The exact number of authorized board members shall be fixed from time to time within those limits by a resolution of the Board; provided, however that for the purposes of avoiding deadlock, the Board shall exercise best efforts to authorize an odd number of Board members.
  • Term of Office of Directors. Each Board member shall hold office for a term of one (1) year. Each Board member shall hold office until expiration of the term for which elected and until his or her successor shall have been appointed or elected. Board members may be elected for an unlimited number of consecutive
  • Qualifications of Directors. All Board members must be in good standing of the MVGC and they shall exercise all posers of management of the club not specifically excepted by these Bylaws.

 

Section 4.3. Vacancies on the Board.

A Vacancy on the Board shall be deemed to exist at the occurrence of any of the following:

  • The death, resignation, or removal of any director
  • The increase of the authorized number of

 

Section 4.4. Resignation of Board members.

Any Board member may resign, which resignation shall be effective upon receipt of written notice by the President, if any, Vice President, or the Secretary, unless the notice specifies a later effective date for the resignation. No Board member may resign when MVGC would then be left without a duly elected Board or Board member in charge of its affairs.

 

Section 4.5. Removal of Directors.

  • The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached a fiduciary duty under California law.
  • Any Board member who does not attend three consecutive Board meetings shall, following advance written notice by the Secretary to such director, be removed from the Board automatically without Board resolution unless:
    1. The Director requests a leave of absence for a limited period of time, and the leave is approved by a majority of the other directors at a regular or special. If such leave is granted, the number of Board members shall be reduced by one in determining whether a quorum is or is not present during such leave.
    2. The director suffers from an illness or disability that prevents him or her from attending meetings, and the Board by resolution waives the automatic removal procedure of this subsection (b).
    3. The Board by resolution of a majority of the other Board members agrees to reinstate the director who has missed three consecutive Board meetings.
    • Any or all directors may be removed without cause if the removal is approved by a majority of all MVGC
    • Any Board member shall be removed from the Board automatically without Board resolution if such Board member has been suspended from the MVGC.
    • Any vacancy caused by the removal of a director shall be filled as provided in Section 6.

     

    Section 4.6. Filling of Vacancies.

    Any vacancies occurring in the office of a Board member may be filled by a vote of a majority of the remaining Board Members at any regular meeting or special meeting called for that purposes at which a quorum is present. Any reduction of the authorized number of Board members shall not result in any Board member being removed before his or her term of office.

     

    Section 4.7. Quorum.

    Except as otherwise provided in these Bylaws, a majority of the Board members then in office shall constitute a quorum for the transaction of business and every act or decision of a majority of the Board members present at a meeting at which a quorum is present may be considered as an act of the Board. Attendance at and participation in a Board meeting may be by means of telephone and/or video and shall count in the determination of a quorum if the means are available at the meeting site.

     

    Section 4.8. Meetings of Board Members.

    Meetings of the Board shall be held monthly. Said regular meetings shall be held at such place on the day of each such month and at such hour as may be set by the President at the annual retreat and notice of any change in meeting date shall be provided to all members of the Board at least seven (7) days in advance of such meeting, or unanimously agreed upon by the Board. Said regular meetings are open to members, but the President may declare a closed session to be attended only by Board members for the discussion of particular issues that, in the sole discretion of the President, require private discussion.

     

    Section 4.9. Special Meetings of the Board.

    Special meetings of the Board shall be held at such place as shall be determined by the President and shall be called by the Secretary on the order of the President or on the order of at least three Board members. Notice thereof shall be delivered by the Secretary by telephone, text message, personal delivery, email, or in writing by mail to those so requesting notice by mail, to each Board members, giving the time and place of the meeting. The notice shall be mailed, delivered in person, or emailed at least forty-eight (48) hours in advance of the special meeting. Notice of such meeting may be waived by any Board member, either before or after the meeting. Special meetings are open to members, but the President may declare a closed session to be attended only by Board members for the discussion of particular issues that, in the sole discretion of the President, require some private discussion. No notice of these meetings need be given to any person or entity except as provided herein.

     

    Section 4.10. Board Action Without a Meeting.

    With the exception of amendments to these Bylaws, changes in the authorized number of Board members, and approvals of expenditures in excess of $500, any action that the Board is required or permitted to take may be taken without a meeting if the request for consent describing the action to be taken is delivered in writing, including by email and text message, to all of the Board members then in office and at least two-thirds of the Board members then in office consent in writing, including by email and text message, to the action; provided, however, that the consent of any Board member who has a material financial interest in a transaction to which MVGC is a party shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board by the Secretary.

     

    Section 4.11. Contracts with Board Members.

    No Board member or officer of MVGC, nor any other corporation, firm, association, or other entity in which one or more of MVGC Board members or officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with MVGC, unless:

    • the material facts regarding such Board member’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the minutes or are known to all Board members before consideration by the Board of such contract or transaction;
    • such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for such purpose without counting the vote of the interested Board member;
    • prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under the circumstances that MVGC could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and
    • MVGC enters into the transaction for its own benefit, and the transaction is fair and reasonable to MVGC at the time the transaction is entered into.

    The provisions of this Section 4.11 of this Article IV do not apply to a transaction that is part of a charitable program of MVGC if it: (i) is approved or authorized by MVGC in good faith without unjustified favoritism; and (ii) results in a benefit to one or more Board members or officers or their families because they are in a class of persons intended to be benefited by the charitable program of MVGC.

     

    Article V – OFFICERS AND COMMITTEES

     

    Section 5.1.

    Within 10 (ten) days after the Annual Meeting and election, the Board of Directors shall meet and elect theofficers.

     

    Section 5.2.

    The officers shall consist of President, Vice-President, Secretary, Treasurer, Tournaments, Social, Handicap/Rules, Membership, Communications, Fundraising, and Entertainment/Social, and their duties shall be such as their titles would indicate, or such as may be assigned to them respectively from time to time. Any office may be held jointly.

    Any number of offices may be held by the same person, except that the Secretary and the Treasurer may not serve concurrently as the President.

    • All officers shall be selected from among the members of the Board.
    • Nomination; Election; The officers shall be nominated and elected pursuant to Article VIII.
    • Removal of Officers. Any officer may be removed, with or without cause, at a meeting called for such
    • Resignation of Officers. Any Officer may resign at any time by giving written notice to the Secretary, or if the Secretary is resigning, to the President or Vice-President. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.
    • Vacancies in Offices. A vacancy in any office because of death, resignation, removal, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur and not on an annual In the event of a vacancy in any office other than the President, such vacancy shall be filled temporarily by appointment by the President, or if none, by the Vice President, or if none, by the Secretary, and the appointee shall remain in office for 60 days, or until the next regular meeting of the Board, whichever comes first. Thereafter, the position can be filled only by action of the Board.

    Section 5.3. Duties of Officers.

    • The President shall be the chief executive officer of MVGC and shall, subject to the control of the Board, supervise and control the affairs of MVGC and the activities of MVGC. The President shall preside at all meetings of the members, programs sponsored by MVGC, and meetings of the Board and to perform such other duties as pertain to this office or as the Board may specify.
    • Vice President/Assistant Treasurer. It shall be the duty of the Vice President/Assistant Treasurer to assist the President in the discharge of his or her duties, and in his or her absence, to officiate and act in his or her place.
    • It shall be the duty of the Secretary to keep a true record of the proceedings of MVGC and of the Board, and to authenticate the same by his or her signature; and, subject to Article XVI (Execution of Instruments, Deposits and Funds), with the acting President sign and execute all written contracts, conveyances and obligations of MVGC; to keep a correct roll of all members; to file all documents, records, reports and communications, to maintain the records of MVGC consistent with the record retention policies approved by the Board, and generally, to perform such other duties as may be required by the Board.
    • Subject to Article XVI (Execution of Instruments, Deposits and Funds), it shall be the duty of the Treasurer to keep all funds of MVGC in a bank account in the name of MVGC, and deposit therein all money received by him or her as Treasurer; to keep an account of all expenses of MVGC in a book for that purpose; to pay all bills which have been approved by the Board out of such funds; to file all appropriate tax returns; to provide a current accounting at each meeting and a copy to be submitted for inclusion with the meeting minutes; and generally, to perform such other duties as may be imposed upon him or her by the Board.
    • Per NCGA guidance, the Tournament Officer shall coordinate with the NCGA to participate in Regular or Associate MVGC tournaments and events; coordinate with the NCGA to learn and utilize USGA TM powered Golf; genius to manage MVGC tournaments and events; organize and manage MVGC Championship; implement interesting, fun, and challenging tournaments for MVGC members; and head the tournaments committee as outlined in section 5.5(a).
    • Entertainment/Social. It shall be the duty of the Entertainment/Social Officer to plan, coordinate, promote, execute, and manage the club’s social activities designed to enhance the overall enjoyment of the membership and to retain membership in the club; collaborate with other members of the Board of directors to create exciting, interesting events for the club constituency; ensures the fiscal viability of all events; maintain a list of events and statistics throughout the year for inclusion in club forms for review; will work closely with the Secretary, Membership Officer, and Communications Officer to promote upcoming events, will create informational items to alert members of upcoming events with details; shall organize or recruit volunteers to organize, obtain, and execute all necessary food and beverage items for membership dinners, holiday events, and/or other membership functions; shall recruit volunteers and/or hire all appropriate individuals necessary to execute successful membership events; shall maintain records of all food and beverage providers and costs associated with each event; and head the social committee as outlined in section 5.5(d).
    • Handicap/Rules. Per NCGA guidance, the Handicap/Rules Officer shall attend and/or pass USGA/NCGA Handicap Certificate to ensure knowledge of the duties and responsibility of handicap chairperson as described in the USGA Handicap Manual; ensure that all acceptable member scores for handicap purposes are posted and available for peer review; help educate members on items such as the proper procedure for filling out a scorecard, the penalties for improper scoring, online score posting, Equitable Stroke Control, reduced handicap indexes, and other associated rules; periodically review members’ scores and scorecards to ensure accurate entry of scores and rounds; perform necessary file maintenance for the club score correction; communicate with the NCGA regarding membership index/handicap problems that cannot be solved locally; learn and educate the membership regarding all new rules and/or regulations implemented; maintain and administer the MVGC’s online information as needed to support NCGA updates; and head the handicap committee as outlined in section 5.5(b).
    • It shall be the duty of the Membership Officer to develop and implement programs, projects, and activities designed to increase and retain membership in the club; represent the club in its relationships with external organizations; maintain the club’s database (membership register) of members’ files; develop and ensure that established procedures for processing prospective members’ applicants are consistently followed; plan and implement strategies to meet club membership goals; greet/welcome existing, new, and prospective club members; coordinate with the Entertainment/Social Officer and Communications Officer to keep the club’s master calendar updated; process member resignations and membership revocation as outlined under Article VII; serve on applicable club committees to assure members’ interests are consistently addressed; respond to any member questions and/or concerns; report membership updates to the Board at monthly meetings; coordinate with Communications Officer on all club public relations efforts, members’ newsletters, news and media events, use of social media, and club promotional materials; takes and/or acquires photographs of members and club officers at social events for promotional purposes; and head the membership committee as outlined in section 5.5(c).
    • It shall be the duty of the Communications Officer to coordinate the development and production of all club communications, including, but not limited to, newsletter (bulletin), press releases, and other internal and external written communications; publicize club activities through email, social media, and the club website; work closely with the Secretary to maintain records of correspondence; find ways to use technology to improve the organization’s operations (e.g., communications and outreach); develop and maintain club website and social media sites; work closely with Membership Officer to make sure all members and included in communications; coordinate with Entertainment/Social Officer and Membership Officer to keep the club’s master calendar up-to-date; coordinate with Membership Officer on all public relations efforts, members’ newsletters, news and media events, use of social media, and club promotional materials;
    • It shall be the duty of the Fundraising Officer to coordinate fundraising events and initiatives for MVGC; develop and, upon approval, implement a fundraising action plan; identify and suggest fundraising opportunities; coordinates with the Communications Officer and Membership Officer membership and community fundraising outreach, including, but not limited to, email, newsletters, bulletins, website posts, meetings, booths, letters, and published advertisements; in conjunction with the Treasurer keep records relating to fundraising monies; provide monthly updates to the Board regarding fundraising duties and events; maintain details of funds received, funds pledged, and sources of the funds; and recommend methods of improving fundraising or club adjustments to encourage member and non- member contributions.

     

    Section 5.4.

    The Board of Directors shall authorize and define the powers and duties of all committees. Chairman and members of all committees shall be by volunteer basis or by Board appointment. The President, Vice-President, or Secretary shall each be ex-officio members of all committees except the nomination committee for purposes of overview and guidance.

     

    Section 5.5.

    Except as modified by the Board members, all appointed committees shall function as recommended in the USGA Golf Committee Manual. The Following Committees shall be appointed each year, with such other committees as the president may deem necessary or advisable:

    • Tournament Committee to arrange and schedule with the management of any golf course as necessary and conduct all intra-club and inter-club competitions including NCGA qualifying events.
    • Handicap Committee composed primarily of members with the responsibility to establish a fair and proper system of handicaps in accordance with procedures set forth in the NCGA/USGA Handicap System
    • Membership Committee to investigate and act upon all applications for membership and to recommend appropriate action to the Board of Directors.
    • Social Committee to encourage and arrange social entertainment features and events for special

     

    Article VI – MEMBERSHIP

     

    Section 6.1.

    Membership shall be available to all at all years of age. There shall be a minimum of twenty members in the club at any given time.

     

    Section 6.2.

    Memberships in the club are individual and non-transferable. Dues include membership in the Northern California Golf Association. The NCGA provides $1 toward a subscription to the quarterly magazine (NCGA Golf), monthly computerized handicap updates, NCGA tournament eligibility and any other special membership services available. All members of this club must register for NCGA membership.

     

    Section 6.3.

    Golfers with a reasonable and regular opportunity to play golf with fellow members and who can personallyreturn scores for posting may be members and receive NCGA/USGA Handicap Indexes from the club as well as individuals supporting the sport of golf in a social dynamic.

     

    Section 6.4.

    Memberships in the club are for a calendar year only, with all memberships expiring on December 31st of each year.

     

    Section 6.5.

    The fiscal year for the club will be January 1st – December 31th .

     

    Section 6.6.

    In the event that any member of the club shall commit any act which reflects discredit or disrepute there on or shall refuse or neglect to comply with the rules and regulations adopted by the Board of Directors or the Duly appointed officers, such member shall be subject to suspension or expulsion after Ten (10 days) written notice and the right to beheard, by a vote of two thirds of the Board members at any regular meeting called for such purpose.

     

    Section 6.7.

    The annual meeting of the MVGC membership shall be held in the month of July. The Board of Directors shall provide forthe holding of regular and special meetings as may be deemed necessary or desirable as outlined in Sections 4.8 and 4.9.

     

    Section 6.8.

    All membership fees and dues shall be established by the Board of Directors from time to time in such amounts as they deem to be adequate to operate and maintain the club. Members shall be liable for dues until their written resignation has been received and accepted. All monies collected shall accrue to the benefit of the membership.

     

    Article VII – SUSPENSION AND TERMINATION OF MEMBERSHIP

     

    Section 7.1. Termination of Membership.

    Membership in MVGC is terminated by any of the following events:

    • Resignation of the member;
    • Expiration of the fixed term of the membership;
    • Any event that renders the member ineligible for membership, with the exception of the residency or work location requirement, or any other failure to satisfy membership qualifications;
    • Expulsion of the member pursuant to the procedure set forth in Section 2; or
    • Death of the

     

    Section 7.2 Procedure for Suspension or Termination.

    If grounds appear to exist for suspending or expelling a member, the following procedure shall be followed (Cal. Corp. Code section 18320.):

    • The member to be expelled or suspended is given notice, including a statement of the reasons for the expulsion or suspension. The notice shall be delivered at least 15 days before the effective date of the expulsion or suspension.
    • The member to be expelled or suspended is given an opportunity to be heard by the Board, orally or in writing, not less than five days before the effective date of the expulsion or suspension.
    • A notice pursuant to this Section 7.2 may be delivered by any method reasonably calculated to provide actual notice. A notice delivered by mail shall be sent by first-class, certified, or registered mail to the last address of the member shown on the unincorporated association’s records.
    • A member may commence a proceeding to challenge the expulsion or suspension of the member, including a claim alleging defective notice, within one year after the effective date of the expulsion or suspension. The court may order any relief, including reinstatement, it determines is equitable under the circumstances. A vote of the Board may not be set aside solely because a person was wrongfully excluded from voting by virtue of the challenged expulsion or suspension, unless the court determines that the wrongful expulsion or suspension was in bad faith and for the purpose, and with the effect, of wrongfully excluding the member from the vote or from the meeting at which the vote took place, so as to affect the outcome of the vote.

     

    Article VIII – NOMINATION AND ELECTION OF DIRECTORS AND OFFICERS

     

    Section 8.1. Nomination of Directors and Officers.

    Each year in the month of May, the Board members shall appoint no less than three members of the Board, including the Vice President, to serve on the Nominating Committee, and such committee shall be chaired by the Vice President. The President shall be an ad hoc member of the Nominating Committee. The Nominating Committee shall nominate a slate of officers for the following calendar year and request Board positions and requests from the membership at large via letter, email, posting, or some other widespread form of communications with the assistance of the Communications Officer. The report of the Nominating Committee, which shall contain individual nominations for President, Vice President/Assistant Treasurer, Treasurer, Secretary, Entertainment/Social, Handicap/Rules, Communication, Fundraising, and Membership, together with a minimum of seven candidates for Board members five to ten of which shall be those candidates nominated for the foregoing officer positions, and the remainder shall be for Board-member-at-large positions, shall be presented for approval or modification at a regular or special meeting of the Board in June preceding the annual membership meeting in July. After approval by the Board and at least two weeks prior to the annual membership meeting, the suggested nominations of the Nominating Committee shall then be published to the members, the Secretary shall forward, or cause to be forwarded in connection with the Communications Officer, to each member, with the notice of meeting required by these Bylaws, a list of all candidates nominated by the Nominating Committee. The slate shall also be posted on MVGC website if it is operating and available in time for the election. Any member entitled to vote may make further nominations by submitting that nomination to the Secretary prior to the announcement of the slate two weeks prior to the annual membership meeting in July. If such nomination receives a second from any other member entitled to vote, such nomination shall be added to the ballot.

     

     

    Section 8.2. Election of Board members and Officers.

    At the annual membership meeting in July, the membership shall vote on the slate of directors and officers presented by the Nominating Committee, as amended to include any nominations received by members pursuant to the last sentence of Section 8.1, and the Board members and officers elected shall serve for a term of one (1) year. Each member is entitled to one vote and said votes may be made in person or submitted by written proxy or by e-mail proxy by members not in attendance. Said proxy votes must have been received by the Secretary prior to the vote at the annual membership meeting. Individuals submitting proxy votes shall be counted as present at the annual membership meeting for purposes of establishing a quorum for the election only. Officers and Board members may be elected for an unlimited number of consecutive terms; provided, however, that neither the President nor the Vice President shall serve more than two (2) consecutive terms unless there are no persons willing and able to take on the roles. Each director and officer shall take office following the election by the vote of eligible members.

     

    Article IX – MEMBER MEETINGS

     

    Section 9.1. Annual Member Meetings.

    There shall be a regular annual meeting of members of MVGC each year, at such date, hour and place as may be fixed by the Board. This regular meeting is for the specific purposes of (a) electing officers and Board members from the nominations made, to hold office for the following year; and (b) conducting such other business as may be brought before the membership.

     

    Section 9.2. Special Meetings of the Members.

    Special meetings of the members may be called by the Secretary on the order of the President, at the request of the majority of the Board, or at the request of 10% or more of the Regular Members. A special meeting called by any person entitled to call a meeting of the members shall be called by written request, specifying the general nature of the business proposed to be transacted, and addressed to the attention of and submitted to the President and/or Secretary. The Secretary shall cause notice to be given promptly to the Regular Members entitled to vote, stating that a meeting will be held at a specified time and date fixed by the Board.

     

    Section 9.3. Member Meeting Notices.

    The Secretary shall send, or cause to be sent working with the Communications Officer, written notice of regular and special member meetings to each Regular Member that is entitled to vote by email, or by U.S. mail if such Regular Member has not provided MVGC with his or her email address. Said notice shall state the place, date and hour of the meeting and, (a) in the case of special meetings, the general nature of the business to be transacted, and no other business may be transacted, or (b) in the case of regular meetings, those matters which the Board, at the time the notice is given, intends to present for action by the members, and (c) in the case of any meeting at which directors and officers are to be elected, the names of the nominees intended at the time notice is given to members. Notice of member meetings, together with a proposed agenda, shall also be published on the website of MVGC.

     

    Section 9.4. Member Voting.

    Each Regular Member in Good Standing shall be entitled to vote at any meeting of members. At any meeting of members, each vote eligible member in good standing shall be entitled to one vote on each question submitted. Voting may be by voice or by ballot. Voting by proxy shall be permitted for election of officers and directors and may be allowed on other questions only when published on the agenda and on the vote of the Board permitting a proxy vote on such question.

     

    Section 9.5. Quorum.

    Fifteen percent (15%) of the Regular Members of MVGC in Good Standing, and in no event less than twenty (20) Regular Members, shall be present in person in order to constitute a quorum at any meeting of the members called by the Secretary. Proxy votes shall constitute attendance for a quorum count only for the issues that are the subject of the proxy vote.

     

    Section 9.6. Good Standing.

    A member shall be deemed to be in “Good Standing” who is not in arrears as to any dues, charges or assessments, who continues to meet the eligibility requirements of such member’s class of membership and whose membership has not been suspended.

     

    Article X – COMMITTEES

     

    Section 10.1. Creation of Board Committees.

    The Board has full discretion to establish permanent committees and ad hoc committees to serve at the discretion of the Board. If a permanent committee, then its chair must be a member of the Board; however, a permanent committee may also have non-Board members appointed. The chairperson and composition of any committee shall be by volunteer and appointed by the President. Any committee established or created shall be provided a written mandate as to its purpose and a timeline for accomplishing such purpose. Any committee, to the extent provided in the resolution of the Board, may be given the authority of the Board except that no Board Committee may:

    • Fill vacancies on the Board or in any Board Committee which has the authority of the Board;
    • Fix compensation of the directors for serving on the Board or on any Committee;
    • Amend or repeal Bylaws or adopt new Bylaws;
    • Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
    • Appoint any other Board Committees or the members of these Committees; or
    • Approve any transaction (i) between MVGC and one or more of its directors or (ii) between MVGC and any entity in which one or more of its directors have a material financial interest.

     

    Section 10.2. Nominating Committee.

    MVGC shall have a Nominating Committee, which shall be charged with the duties set forth in Article VIII above.

     

    Section 10.3. Other Committees.

    The Board may create one or more committees that do not exercise the authority of the Board to serve at the pleasure of the President. The President then in office shall make appointments to such advisory committees. Appointments to such advisory committees need not, but may, be directors. All actions and recommendations of an advisory committee shall require ratification by the Board before being given effect.

     

    Article XI – COMPENSATION AND REIMBURSEMENT

     

    Section 11.1 Compensation and Reimbursement.

    Board members and members of committees of the Board shall not receive compensation for their services as Board members or members of committees of the Board but may receive such reimbursement of expenses as may be fixed or determined by the Board to be just and reasonable as to MVGC.

     

    Article XII – AMENDMENTS

     

    Any of these Bylaws may be amended or repealed, and new Bylaws may be adopted by a vote of two thirds (2/3) of the Board at a regular meeting; provided, however, that the President may appoint a Bylaws Committee to review and propose updates and changes to the Bylaws for approval by the Board.

    Article XIII – ASSETS AND PROPERTY RIGHTS

     

    Section 13.1.

    The property of MVGC is irrevocably dedicated to charitable purposes and no part of the net income or assets of MVGC shall ever inure to the benefit of any Board member, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of MVGC, its assets remaining after payment, or provision for payment, of all debts and liabilities of MVGC shall be distributed to one or more nonprofit funds, foundations, or corporations that are organized and operated exclusively for charitable purposes and that have established tax exempt status under Internal Revenue Code section 501(c)(3).

     

    Article XIV – INDEMNIFICATION

     

    Section 14.1.

    MVGC may indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an officer, Board member, employee, or agent of MVGC, to the fullest extent permitted under California law; provided, however that no Board member, officer, or member of MVGC shall have any personal liability for such indemnification obligations of MVGC.

    Article XV – INSURANCE

     

    Section 15.1.

    MVGC shall have the right, but is not obligated, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Board members, employees, and other agents, to cover any liability asserted against or incurred by any officer, Board member, employee, or agent in such capacity or arising from the officer’s, Board member’s, employee’s, or agent’s status as such, whether or not MVGC would have the power to indemnify the agent against such liability under Article XIV of these Bylaws.

     

    Article XVI – EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

     

    Section 16.1. Execution of Instruments.

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

     

    Section 16.2. Checks and Notes.

    Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of MVGC in excess of $500 shall be signed by the Treasurer and countersigned by the Vice President/Assistant Treasurer.

     

    Section 16.3 Deposits.

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