Sunny Dunes Inc. Bylaws

Bylaws of Sunny Dunes, Inc. 

UPDATED 3.23.22

To resign and submit board consent

  1. PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of California and the Articles of Incorporation of Sunny Dunes, Inc. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of California, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation, it shall then be these Bylaws which shall be controlling.

  1. NAME

The name of the non-profit organization is Sunny Dunes, Inc., herein referred to as the “Clubhouse”.

  1. PURPOSE

To provide and maintain a safe environment to conduct and hold 12-step meetings and related events for the LGBTQ+ community and their Allies in Palm Springs and the greater Coachella Valley. 

  1. SUPPORTING MEMBERSHIP
  1. Requirements of supporting membership in the Clubhouse are current affiliation in a 12-step program, completion of an application and payment of dues. 
  2. Membership shall in no way be conditioned upon or affected by race, color, gender, national origin, age, creed or sexual orientation. 
  3. The Board of Directors may terminate an individual’s membership in the Clubhouse for an egregious violation of Clubhouse rules by a majority vote of the Board. 
  4. Members in good standing shall be eligible to vote at the annual meeting for the election of the Board of Directors and at any special membership meetings that require a vote.  
  5. Good standing shall be measured by supporting membership in the Clubhouse of at least thirty (30) days and current payment of dues; that is with no more than one (1) month’s dues in arrears.
  1. GOVERNMENT 
  1. The Clubhouse is a charitable nonprofit corporation that is organized exclusively for charitable purposes as is written in the Internal Revenue Code Section 501(c)(3), or corresponding sections of any future federal tax code and is organized pursuant to the provisions of the California Nonprofit Corporation Code.
  2. The corporation shall be neither organized nor operated for financial gain or profit. No part of the net earnings of the corporation shall benefit, or be distributable to, any Member, Director, Officer, or Trustee of the corporation, or any other private person and shall have no capital stock and no shareholders.  
  3. Nothing herein shall authorize any Director or the Board to take any action inconsistent with these Bylaws.
  4. No Member may receive compensation merely for action as a Member or Director.
  5. The Clubhouse is supported by group rent and the dues of supporting members but does not participate in the autonomous decisions of each individual meeting.
  1. BOARD OF DIRECTORS
  1. The governing body of the Clubhouse shall be the Board of Directors, herein referred to as the “Board”.  The Board will consist of Directors elected from and by the supporting membership. The Board of Directors shall consist of a Chair, Co-Chair, Secretary, Treasurer, Co-Treasurer, Membership Chair and Operations Chair. The Board shall have up to 15 members.
  2. All appointments to the Board shall be for a term of one (1) year. A Director may be reelected for up to one (1) consecutive term of one (1) year in the same position. No Director may serve more than two (2) consecutive terms in the same position. Nothing herein shall preclude an existing Director from being elected to a different Board position even if they have served two (2) terms in another position.
  3. All Board members may serve a total of six (6) consecutive terms on the Board, but then must take at least a one (1) year hiatus before serving on the Board again.  
  4. Any Director who fails to maintain continuous recovery while serving on the Board shall be automatically and immediately removed from office. 
  5. Any Director who fails to attend three (3) consecutive monthly meetings of the Board shall be automatically and immediately removed from office unless the Chair (or Co-Chair if it is the Chair who fails to attend), with the consent of the majority of the Board, determines that special circumstances warrant retaining such a Director.
  6. Any Director may be removed from office with or without cause by the affirmative vote of a majority of the Board entitled to vote at any special meeting of the Board called for that purpose.
  7. If a supporting member in good standing presents a petition to the Secretary signed by no fewer than twenty-five (25%) percent of the supporting members who are in good standing for the purpose of recalling any Director, the Board shall call a special meeting of the supporting members to consider removing the Director from the Board with no less than ten (10) days written notice. The Director can be removed only by a two-thirds (2/3) majority vote of the supporting members eligible to vote at the special meeting.
  8. The latest edition of Robert’s Rules of Order will be used as a guide for conducting all Board and General meetings.
  9. The Board has full authority to create, maintain, and update policies and procedures affecting the operations and finances of the Clubhouse.
  1. NOMINATIONS AND ELECTIONS OF THE BOARD OF DIRECTORS
  1. Nominations for the Board of Directors (Chair, Co-Chair, Secretary, Treasurer, Co-Treasurer, Membership Chair and Operations Chair) shall be made from the floor at the Annual Elections Meeting which occurs in January. Notification of the meeting must be posted on the Clubhouse website, bulletin board, and sent via email to the supporting membership no later than thirty (30) days prior to the meeting. 
  2. Requirements for Chair, Co-Chair, Secretary, Treasurer, Co-Treasurer, Membership Chair and Operations Chair: 
    1. The nominee shall be a supporting member in good standing of the Clubhouse, with a minimum of six (6) months of continuous membership. 
    2. The nominee shall have a minimum of three (3) years of continuous recovery for Chair, Co-Chair, Secretary, Treasurer and Co-Treasurer and a minimum of (1) year of continuous recovery for Membership Chair and Operations Chair.
  3. Should a vacancy occur the Chair shall nominate a replacement to the position subject to the approval by a majority of the Board. With Board approval, the nominee will then serve out only the remaining portion of the current one (1) year term. 
  1. DUTIES OF THE BOARD OF DIRECTORS
  1. Chair: 
    1. To preside over all meetings, to call special meetings, to coordinate activities discussed by the Board, and to call special elections.
    2. Subject to the control of the Board of Directors, shall in general manage, supervise, and control all of the business affairs of the Clubhouse.  
    3. May co-sign, with any other proper officer or agent of the Clubhouse any and all contracts or other documents which the Board has authorized to be executed, except in cases where signing the execution thereof shall be expressly delegated by the Board or the Bylaws to some other officer or agent of the Clubhouse, or shall be requested by law to be otherwise signed or executed.
  2. Co-chair: 
    1. Shall work in conjunction with the Chair overseeing the day-to-day operations of the Clubhouse.  The Co-Chair shall carry out the Chair’s duties in their absence or inability to serve. 
    2. Co-sign, with any other proper officer or agent of the Clubhouse any and all contracts or other documents which the Board has authorized to be executed, except in cases where signing the execution thereof shall be expressly delegated by the Board or the Bylaws to some other officer or agent of the Clubhouse, or shall be requested by law to be otherwise signed or executed.
    3. In the interest of continuity, it is customary that the former year’s Co-Chair replace the Chair for the following term if the position is open.
  3. Secretary:  
  1. Shall act as the principal recording officer of the corporation.  
  2. Attend, keep and distribute the minutes of the Board meetings and supporting membership meetings.  
  3. Record all votes taken at all meetings.  
  4. Post a summary of the Board minutes within ten (10) days following the regular monthly Board meeting on the Clubhouse bulletin board and sent via email to the supporting membership.
  5. See that all notices of any meetings are posted in accordance with the provisions of the Bylaws.  
  6. Be responsible for all clubhouse correspondence.  
  7. Co-sign, with any other proper officer or agent of the Clubhouse any and all contracts or other documents which the Board has authorized to be executed, except in cases where signing the execution thereof shall be expressly delegated by the Board or the Bylaws to some other officer or agent of the Clubhouse, or shall be requested by law to be otherwise signed or executed.
  8. Treasurer: 
  1. Shall be the principal financial officer of the corporation, and as such, is responsible to supervise and oversee the assets, budget  and  financial records of the corporation.
  2. Maintain all necessary records concerning monies collected and disbursed, including overseeing or maintaining the general ledger.
  3. Pay all debts incurred by the Clubhouse (i.e., rent, utilities, supplies, etc.).
  4. Maintain portions of funds from groups meeting in the Clubhouse in escrow for distribution.
  5. Present a financial report monthly to the Board, posting the monthly financial report on the Clubhouse bulletin board and making available to the supporting membership.
  6. Reconcile bank statements.
  7. Shall work with and train the Co-Treasurer in all aspects of the Treasurer’s duties.
  8. Shall work with the accountant and provide liaison between the accountant and the Board of Directors.
  9. Co-Treasurer:
  1. Shall work in conjunction with the Treasurer in order to learn the duties and the responsibilities of the Treasurer position.
  2. Assists the Treasurer in preparing bank deposits and depositing the money into the proper accounts. 
  3. Assists in checks and balances of budgetary oversight. 
  4. In the interest of continuity, it is customary that the former year’s Co-Treasurer replace the Treasurer for the following term if the position is open.
  1. Membership Chair: 
    1. Promotes supporting membership in the Clubhouse, recruits new members.
    2. Maintains all necessary records related to supporting membership and certifying members for voting privileges.
    3. Works in conjunction with the Treasurer to track payment of dues.
    4. Submits a membership report monthly to the Board.
    5. Notifies supporting members with dues in arrears, with additional notification ten (10) days prior to any election.
    6. Works with various committee chairs to promote supporting membership in the Clubhouse.
  2. Operations Chair:
    1. Responsible for day-to-day clubhouse operations.
    2. Orders and maintains supplies.
    3. Oversees building maintenance and repairs.
    4. Submits receipts for all purchases to the Treasurer.
    5. Presents a summary of the past month’s expenses at each Board meeting.
  1. BOARD MEETINGS
  1. The Board shall hold a regular monthly Board meeting with the date and time as agreed by the majority of the Board. Notification of regular monthly Board meetings must be posted on the Clubhouse website, bulletin board, and sent via email to the supporting membership no later than five (5) days prior to the meeting. 
  2. The Board meetings shall be open to all members as observers. 
  3. Supporting members are welcome to send questions or concerns to be brought up at a Board meeting. Questions or concerns must be submitted to the Secretary of the Board via email at least three (3) days in advance of the meeting. A maximum of ten (10) minutes of each Board meeting shall be set aside to address these questions or concerns (if any).
  4. Special Board meetings consisting of only Directors may be called by either the Chair of the Board or by a minimum of three (3) Board members. Notice will be given to each member of the Board as to the meeting place, time, and date of special meetings at least forty-eight (48) hours in advance.
  5.  Quorum  
    1. At each meeting of the Board of Directors a majority of the currently serving Board members shall constitute a quorum for the transaction of business. 
    2. If a quorum is not present at a meeting, the Board members present may adjourn the meeting without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting. 
  6. Voting
    1. A simple majority of all Board Directors present at the meeting is required to pass the vote. 
    2. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the Board shall be the deciding vote.
    3. There shall be no vote by proxy. 
    4. Voting by email
      1. For time sensitive matters of importance that cannot wait until the next Board meeting, voting via email is permitted under these Bylaws.
      2. All Board members shall submit a vote within no more than 48 hours.
      3. All motions are subject to the “in-person” quorum voting rules. 
      4. All email votes must be documented in the next Board meeting minutes. 
  1. SUPPORTING MEMBERSHIP MEETINGS
    1. An annual meeting for the election of the Board of Directors shall be held once per year with the date, time, and place agreed by a majority of the Board. Notification of the annual elections meeting must be posted on the Clubhouse website, bulletin board, and sent via email to the supporting membership no later than thirty (30) days prior to the meeting.
    2. Special membership meetings consisting of Directors and the supporting members may be called by either the Chair of the Board or by a minimum of three (3) Board members, or if a supporting member in good standing presents a petition for a special meeting to the Secretary signed by no fewer than twenty-five (25%) percent of the supporting members who are in good standing. In any of these cases, a special meeting shall be called within ten (10) days.
    3. The only business that may be transacted at a Special Board meeting is business pertaining directly to the purpose for which the Special Meeting was called.
    4. A quorum shall consist of all supporting members eligible to vote and present at the time of the meeting. 
    5. Motions will carry if they receive a simple majority of the votes.
    6. Votes can be by secret ballot whenever the Chair in their discretion so decides.
    7. There shall be no vote by proxy. 
    8. No business shall be conducted when the majority of the Board finds, and states for the  record that unusual circumstances have prevented or delayed a substantial number of  normally expected members from being in attendance at a business meeting.
  1. COMMITTEES
    1. The Board of Directors may organize standing or ad hoc committees as needed.
    2. All committee functions and/or operations are subject to review by the Board.
  1. FINANCIAL POLICIES
  1. The Board shall put in place systems that protect and safeguard funds collected from groups and all members.
  2. A financial report must be given at each monthly Board meeting by the Treasurer, and as necessary, at the request of the Chair at the Board at any time 
  3. The books of the Board shall be open and available for inspection by the current Board members or by any accountant so appointed by the Board for that purpose at any time.
  4. The Board of Directors shall retain an accountant.  
  5. The accountant is responsible for the timely filing of all required tax returns as well as any forms required for the maintaining of the non-profit status.
  6. All financial accounts shall be maintained, executed, signed, and/or endorsed by the Chair and Co-Chair as required co-signers.
  7. Additional accounts, including investment accounts may be opened, with a majority of Board approval.
  8. EXECUTION OF CORPORATE INSTRUMENTS
  1. The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Clubhouse.
  2. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Clubhouse, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Clubhouse, other Clubhouse instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Clubhouse shall be executed, signed, and/or endorsed by the Chair and Co-Chair as co-signers, however if either the Chair or Co-Chair is unavailable to co-sign, the Secretary shall be the alternate co-signer.
  3. Loans and Contracts: No loans or advances shall be contracted on behalf of the Clubhouse and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no Director or other agent of the Clubhouse may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Clubhouse.
  1. STANDARD OF CARE
  1. General
    1. In the performance of the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by one or more Directors, employees or agents of the Clubhouse whom the Board deems to be reliable and competent in the matters presented.
    2. Any person who performs the duties of a Director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a Director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which the Clubhouse, or assets held by it, are dedicated.
  2. Indemnification
    1. The Directors, officers, agents and employees of the Clubhouse shall not be personally liable for the debts, liabilities, or other obligations of the Clubhouse. 
    2. Each Director, officer, agent or employee of this Clubhouse shall be indemnified by the Clubhouse against all costs and expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she may be involved or to which he or she is made a part by reason of their being or having been a Director, officer, agent or employee unless the person fraudulently and intentionally violated the law and/or maliciously conducted acts  to damage and/or defraud the Clubhouse, or as otherwise provided under applicable statute. 
  1. RECORDS AND REPORTS
  1. The Clubhouse shall keep at its principal office or safe deposit box the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors at all reasonable times during office hours.
  2. The Clubhouse shall keep at its principal office or safe deposit box a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.
  3. The Clubhouse shall keep adequate books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board, or in the absence of such designation, at the principal office of the Clubhouse. The minutes shall be kept in any form capable of being converted into printed form. Upon leaving office, each agent of the Clubhouse shall turn over to their successor or the Chair of the Board, in good order, such Clubhouse monies, books, records, minutes, lists, documents, contracts or other property of the Clubhouse as have been in the custody of such agent during their term of office.
  4. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Clubhouse and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.
  5. The Clubhouse shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards. The Clubhouse shall make these financial statements available to the California Attorney General and members of the public for inspection no later than ninety (90) days after the close of the fiscal year to which the statements relate.
  6. The Board shall ensure an annual report is sent to all Directors within ninety (90) days after the end of the fiscal year of the Clubhouse, which shall contain the following information:
  1. The assets and liabilities of the Clubhouse at the end of the fiscal year.
  2. The principal changes in assets and liabilities during the fiscal year.
  3. The expenses or disbursements of the Clubhouse for both general and restricted purposes during the fiscal year.
  4. The information required by Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year.
  5. The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized Director or employee of the Clubhouse that such statements were prepared without audit from the books and records of the Clubhouse.
  1. AMENDMENTS AND REVISIONS
  1. Proposals for amendments to these Bylaws are authorized only at a special meeting of the supporting membership duly called by the Board of Directors or if a supporting member in good standing presents a petition for a special meeting to the Secretary signed by no fewer than twenty-five (25%) percent of the supporting members who are in good standing.
  2. The supporting members must have received thirty (30) days notice of proposed amendments.  Notice must be posted on the Clubhouse website, bulletin board, and be sent via email to the supporting members.
  3. Amendments proposed at the original special meeting called for that purpose will be emailed to the supporting members, and the vote will be taken at the next special meeting called for that purpose in no less than thirty (30) days.
  4. The Bylaws may only be amended by a two-thirds (2/3) majority vote of the supporting members attending the special meeting.  
  1. DISSOLUTION:
  1. In order to dissolve Sunny Dunes, Inc., the Board of Directors must first approve a proposal and a plan of dissolution and then submit it to the supporting members.
  2. The Clubhouse shall notify supporting members of the proposed meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. Notice must be posted on the Clubhouse website, bulletin board, and be sent via email to the supporting members.
  3. The supporting members eligible to vote must approve the proposal to dissolve by a two-thirds (2/3) majority vote of those present. 
  4. In the event of the complete liquidation or dissolution of the Clubhouse, whether voluntary or involuntary, no member, Director or employee shall be entitled to any  distribution or division of the Clubhouse property or its proceeds, and the balance of all money and other property received by the Clubhouse from any source shall, after the payment of all debts and obligations of the corporation, be distributed and paid by the Board of Directors to other related charitable 501(c)(3) organizations with such designations to be determined by a two-thirds (2/3) majority vote of the supporting members eligible to vote at the meeting.
  1. CERTIFICATE OF SECRETARY

I,_________________________, certify that I am the current elected and acting Secretary of the benefit Clubhouse, and the above Bylaws are the Bylaws of this Clubhouse as adopted by the Board of Directors on February  ___,  2022, and that they have not been amended or modified since the above.

EXECUTED on this ________ day of ______, 2022, in the County of Riverside in the State of California.

Amended Section 3 and Section 12  on March 26, 2022. ___________________ Secretary.