BY-LAWS OF
THE KERN COUNTY BASQUE CLUB-BAKERSFIELD, INC.

SECTIONS
Name | Object | Offices | Members | Meetings of Members | Directors | Officers | Committees | Execution of Instruments, Deposits, and Funds | Corporate Records, Reports and Seal | Fiscal Year | Bylaws | Construction

WHEREAS the members and the Board of Directors have reviewed all of the by-laws and the members, by a majority vote, and the Directors, by a majority vote, have adopted and approved the following amendments to the by-laws, which shall supersede and replace all prior by-laws and amendments:
ARTICLE 1. NAME
The name of this corporation shall be the KERN COUNTY BASQUE CLUB-BAKERSFIELD, INC.
ARTICLE II. OBJECT
The corporation is a social club and its object is to promote social association among its members and to do and perform and obtain all of the matters and things set forth in paragraphs "Second" and "Third" of its Articles of Incorporation, reference to which articles is hereby made for- the further particulars. It shall be a non-profit corporation.
ARTICLE III. OFFICES
Section 3.01: The principal office of the corporation for the transaction of business is located in the City of Bakersfield, County of Kern, P. 0. Box 416, 93302.
Section 3.02: The county of the corporation's principal office can be changed only by amendment of the Articles of Incorporation of this corporation and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county without amendment of these by-laws or the Articles of Incorporation, simply by resolution, noting the change of address.
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Section 3.03: The corporation may also have offices at such other places, within or without the State of California where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.
ARTICLE IV. MEMBERS
Section 4.01: The corporation shall have two classes of members. The rights or interests and privileges of each member, regardless of his classification in the corporation are equal. No member shall hold more than one membership in the corporation. Any person meeting one or more of the following requirements is subject to recommendation and nomination by the Board of Directors for honorary membership:
(1) The nominee must be over 80 years of age and of Basque descent regardless of whether said nominee is a club member or not. Prior to designation as a honorary member, the nominee shall be contacted and his prior written consent to initiation and honorary membership shall be obtained.
(2) The nominee shall be over the age of 70 years and have been a dues paying and regular member for a period of 20 years without regard to national descent or origin.
(3) The nominee must have done some noteworthy deed or donated cash in the amount of $5,000.00 or more. Which act or acts qualify for a noteworthy deed or deeds shall be determined in the sole discretion of the Board of Directors.
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During the monthly meeting of the Board of Directors during January of each year, the Board of Directors shall take recommendations and make nominations, vote upon and select the honorary members for the following year. Lifetime honorary cards are to be presented at the annual dinner/dance meeting held in February of each year.
Section 4.02: Applicants for regular membership shall be admitted to membership on making application therefore in writing and endorsed by one or more members of the corporation and payment of the first annual dues as herein specified and on approval of a majority of the Directors present and at duly held meeting of Directors in which a quorum is present.
Section 4.03:
(1) No fee shall be charged for making application for membership in the corporation unless otherwise directed by the Board of Directors pursuant to a resolution. Any fee adopted by the Board shall be uniform in amount and uniformly applied and enforced.
(2) The annual dues payable to the corporation by members shall be such amounts as may be determined from time to time by resolution of the Board of Directors.
Section 4.04: Any person over the age of 18 is qualified to become a member of the corporation. With respect to membership, the corporation shall not discriminate on the basis of descent, origin, religion, creed, age or sex.
Section 4.05: Memberships shall not be subject to assessment.
Section 4.06: There shall be a limit on the number of
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members the corporation may admit. The limit shall be set from time to time by resolution of the Board of Directors.
Section 4.07: The corporation shall keep a membership book containing the names and addresses of each member, designating regular and honorary members. Termination of the membership of any member shall be recorded in the book, together with the date on which such membership ceased. Such book shall be kept in the corporation's principal office and shall be available for inspection by any Director or member of the corporation before or after the regular meetings of the Board of Directors.
Section 4.08: No member of this corporation shall be personally liable for the debts, liabilities or obligations of the corporation.
Section 4.09: Membership in the corporation is nontransferable and non-assignable. Section 4.10:
(a) The membership of any member of the corporation shall automatically terminate: (1) Upon his written request for such termination delivered to the President or Secretary of the corporation personally or by United States mail, such membership to terminate when the request is delivered personally or deposited in the United States mail; or (2) On his death.
(b) The membership of any member who fails to pay his dues when they become due and within thirty (30) days thereafter, shall automatically terminate at the end of such thirty (30) day period, provided he was given written notice delivered to him personally or by the United States mail within ten
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(10) days before the due date that such dues were due and payable as of said due date. In the event that such written notice is not given as herein required, then such membership shall automatically terminate for non-payment of dues only if they were not fully paid within thirty (30) days after such written notice is eventually given and delivered to the member in person or deposited in the United States mail, postage prepaid and sent to him at his address as it appears on the books of the corporation. Dues shall be payable on or before February 10th of each year.
(c) All rights of a member in the corporation or in its property shall cease on termination of membership as herein provided.
(d) Any member whose membership is terminated as provided in this Section, other than by death, may have his membership reinstated upon such terms as the Board of Directors may deem appropriate by filing a written request therefore with the President or Secretary of the corporation or with any Director and upon approval of the request of a majority of Directors present at such meeting, at which the request is considered. Section 4.11:
(a) Any member can be expelled or suspended for a period not to exceed 180 days and a fine in a sum not to exceed $200.00, or both suspended and fined, or expelled from this corporation for good cause upon notice and a hearing and an opportunity to defend as herein below provided, upon a vote of the majority of Directors present at a hearing at which the
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matter is heard.
(b) Proceedings under this Section shall be initiated by resolution of the Board of Directors, or by a petition of at least 20% of the voting members of the corporation presented to the President or Secretary of the corporation. Upon adoption of the resolution or receipt of the petition, the President or Secretary shall schedule the matter to be heard at the first regular or special meeting of Directors held not less than twenty (20) days nor more than forty (40) days after the date the resolution is adopted or the petition is received. The Secretary, or other person appointed by the President for the purpose, shall deliver, at least ten (10) days prior to the date of the hearing, a copy of the resolution or petition, together with a notice of the time and place of the hearing, to the subject member either in person or by United States mail addressed to him at his address as it appears on the books of the corporation. Should the person whose duty it is to serve the notice, fail or refuse to do so, such copy and notice may be delivered as herein provided by any Director of the corporation, or by any member signing the petition where proceedings are initiated by petition, and, in such event, the matter shall be heard at the next regular or special meeting of Directors or members at which a quorum is present held not less than ten (10) days after the copy and notice are personally delivered or deposited in the United States mail. If a quorum fails to attend such meeting, the matter shall be heard at the next succeeding regular or special meeting,
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provided, however, that if a quorum fails to attend such next succeeding regular or special meeting, the matter against the member shall be dismissed on the ground that failure to secure a quorum at either of the two meetings constitutes a tacit vote of the Directors or members against imposition of discipline. Such dismissal of the matter shall be automatic and final, except that the alleged conduct giving rise to the proceeding may be considered in any subsequent proceeding under this Section based on future alleged misconduct of the member.
(c) Notwithstanding any other provision in these Bylaws, notice of the meeting at which the hearing is first scheduled or subsequently scheduled must be given to ail Directors or voting members as required by these Bylaws for special meeting of Directors or members.
(d) The hearing shall be informal and shall be presided over by the President of the corporation who shall (1) Read the charges against the subject member; (2) Require that the charges be verified by the testimony of the person or persons making them; (3) Hear any other witnesses against the subject member; (4) Allow the subject member to cross-examine each witness following the testimony of that witness; (5) Allow the subject member to make a statement in his own behalf; (6) Allow the subject member to call witnesses in his own behalf; and (7) Allow the Directors or members present, when and as recognized by the chair, and subject to the control of the chair, to question the witnesses after they have been questioned by the subject member.
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(e) If a majority of the Directors or voting members present at the hearing vote to impose discipline but cannot agree on the nature and extent thereof, the discipline imposed shall be a reproval in letter form, signed by the President of the corporation. The original letter shall be filed with the minutes of the meeting at which the hearing was held and a copy thereof sent by registered or certified mail, return receipt requested, which receipt shall be filed with the original letter, addressed to the member at his address as it appears on the books of the corporation. The vote imposing discipline or dismissing the matter shall in either event be final.
(f) Expelled members shall not be eligible for reinstatement or readmission to the corporation.
(g) "Good cause" as used herein requires that the member (1) Have failed and continues to fail to abide by the Articles of Incorporation or Bylaws of the corporation or with the Rules and Regulations of the Board of Directors; or (2) Have committed or is in the course of committing some act or acts prejudicial to the purposes of the corporation; or (3) Have failed and continues to fail to pay any fine imposed on him in proceedings under this Section. In the latter case, the member shall be automatically expelled on failure to pay the fine within the time limits stated in the resolution imposing that discipline or within such other longer period as may be allowed by the Board of Directors.
(h) All rights of a member in the corporation or in its property shall cease on his expulsion.
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ARTICLE V. MEETINGS OF MEMBERS
Section 5.01: Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 5.02: The members shall meet annually on the third Sunday of February of each year for the purpose of transacting such business as may come before the meeting for the purpose of electing Directors and officers and transacting such other business as may come before the meeting.
Section 5.03: Special meetings of members shall be called by the President, by the Secretary, by any two Directors of the corporation or by any members who hold not less than 10% of the voting power of the corporation and held at such times and places within or without the State of California as may be ordered by resolution of the Board of Directors or by members holding 10% or more of the voting power of the corporation.
Section 5.04: Written or printed notice of the time and place of every special meeting shall be delivered personally or by United States mail, postage prepaid, or by telegram at least seven (7) days prior to such meeting. If sent by mail or telegram, the notice shall be addressed to the member's address as shown on the books of the corporation and shall be deemed given at the time it is deposited in the mail or delivered to the telegraph company. The notice shall be given by the Secretary or other person designated
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by the President or, on the neglect or refusal of the person charged with such duty to do so, by any Director or member of the-corporation who, for the purpose of giving such notice, shall have made available to him at the principal office of the corporation during regular business hours the membership books. Notice of the annual meeting is hereby dispensed with.
Section 5.05: Notice of meetings of members not hereby dispensed with shall specify the place, the day and the hour of the meeting and, in the case of special meetings, the general nature of the business to be transacted.
Section 5.06: The transactions of any meeting of members, however called and noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum, as hereinafter defined, is present in person and if, either before or after the meeting, each of the persons entitled to vote but not present in person signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Members may conduct business and approve transactions on a simple majority of the quorum of members present.
Section 5.07: A quorum shall consist of 15% of the voting members.
Section 5.08: In the absence of a quorum, any meeting of the members may be adjourned from time to time by a vote of the majority of the voting members present but no other
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business shall be transacted.
Section 5.09: When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. When a meeting is adjourned for less than thirty (30) days, it is not necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which the adjournment is taken.
Section 5.10:
(a) Each member, whether regular or honorary, is entitled to one vote on each matter submitted to a vote of the members. Voting at duly held meetings shall be by voice vote, except as otherwise expressly provided for in these Bylaws.
(b) Notwithstanding the provisions of sub-paragraph (a) above, any vote, including the election of Directors and officers may be conducted by mail in such manner as the Board of Directors shall determine. Provided, however, no such mail vote shall be valid unless at least twenty percent (20%) of the members entitled to vote cast votes.
(c) There shall be no splitting of single votes into fractional votes, and no cumulative voting is authorized, and members shall not be permitted to vote or act by proxy. Section 5.11: •
(a) Meetings of members shall be presided over by the President of the corporation or, in his absence, by a Vice-President or in the absence of both, by a chairman chosen by
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the majority of the members present. The Secretary of the corporation shall act as the Secretary of all meetings of members provided that in his absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
(b) Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time insofar as such rules are not inconsistent with or in conflict with these Bylaws and with the Articles of Incorporation of this corporation or with the law.
Section 5.12: Whenever the law, the Articles of Incorporation of this corporation, or these Bylaws authorize members to give their written assent or consent to action of the corporation in lieu of attending and voting at duly held meetings, such written consent may be given by, and shall be accepted from, persons who are members, as shown by the books of the corporation, at the time their consents are given. Any member giving a written consent may revoke the consent prior to the time that written consents of the number required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter.
Section 5.13: Any action which may be taken at a meeting of members may be taken without a meeting if authorized by a writing signed by all members and filed with the Secretary of the corporation, except as otherwise expressly provided in the Articles of Incorporation or in these Bylaws.
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Section 5.14:
(a) In advance of any meeting of members, or any circumstance requiring a vote of the members, the Board of Directors shall appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed in advance, the presiding officer of any such meeting may, and on the request of any member shall, appoint inspectors of election at the meeting. The number of inspectors shall be three, consisting of at least one member of the Board of Directors. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the presiding officer.
(b) The inspectors of election shall determine the number of members present, the existence of a quorum, receive votes, ballots, or consent, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all members. The inspectors shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.
(c) If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act, or certificate of all.
(d) On request of the presiding officer or of any member, the inspectors shall make a report in writing of any
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challenge or question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them is prima facie evidence of the facts stated therein.
ARTICLE VI. DIRECTORS
Section 6.01: The corporation shall have a total of II Directors and a President, Vice President, Secretary and Treasurer (who shall be officers and serve as well as Directors) and collectively they shall be known as the Board of Directors. The number may be changed by amendment of the Articles of Incorporation or by amendment of this Bylaw or by the repeal of this Bylaw and the adoption of a new Bylaw.
Section 6.02: The words "Directors" and "Board" as used in the Articles of Incorporation of this corporation or in these Bylaws in relation to any power or duty requiring collective action means "Board of Directors" which again consists of the Directors.
Section 6.03: The Directors shall exercise the powers of the corporation, control its property and conduct its affairs except as otherwise provided for by law and except as limited by these Bylaws or the Articles of Incorporation of this corporation.
Section 6.04: It shall be duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the
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duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are properly performed.
(d) Meet at such times and places as required by these Bylaws.
(e) Require that special meetings of members be called whenever and as often as they deem necessary and whenever demanded by the required number of members as in these Bylaws provided.
(f) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Section 6.05: Any person over the age of 18 and a member in good standing, and who is of Basque descent, is eligible to be elected as an officer or Director of this corporation.
Section 6.06:
(a) The term of office for each Director shall be a period of two (2) years.
(b) The term of office for each officer shall be a period of one (1) year and each officer shall serve until the next annual meeting of members.
Section 6.07: Directors whose terms expire at the
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annual meeting and officers shall be elected at the annual meeting or by mail in advance of such annual meeting as may be determined by the Board of Directors.
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Section 6.08: All Directors and officers shall serve without compensation.

Section 6.09:
(a) Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the principal office of the corporation, provided that any such meeting held elsewhere shall be valid if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation.
")( (b) Regular meetings shall be held on the first Tuesday of each month beginning with the first Tuesday of the month of March of each year, unless such date falls on a legal holiday.
(c) Special meetings of the Board of Directors may be called by the President, or, if he is absent or is unable or refuses to act, by the Vice-president or by any two Directors, and such meetings shall be held at the place, within the State of California, designated by the person or persons calling the meeting, and in the absence of such designation at the principal office of the corporation.
(d) The Secretary of the corporation, or other person designated by the President, shall deliver written or printed notice of the time and place of meetings of the Board to each Director personally or by United States mail or telegram
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at least seven (7) days prior to the date of the meeting, except that notice of all regular meetings of Directors is hereby dispensed with. If sent by mail or telegram, the notice shall be deemed to be delivered on its deposit in the United States mail or on its delivery to the telegraph company. Such notice shall be addressed to each Director at his address as shown on the books of the corporation. If the address of a Director is not so shown and is not readily ascertainable, the notice shall be addressed to him at the city or place in which the meetings of Directors are regularly held. Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned. y (e) The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each of the Directors not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(f) Except as otherwise expressly provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business snail be considered by the Board at any meeting at which a quorum, as hereinafter defined is not present, and the only motion which the Chair shall entertain
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at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.
(g) All meetings of Directors shall be governed by Robert's Rules of Order, as such rules may be revised from time to time insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with the law.
(h) Meetings of Directors shall be presided over by the President of the corporation, and in his absence, by the Vice-president or in the absence of both, by a chairman chosen by a majority of the Directors present. The Secretary of the corporation shall act as Secretary of the Board of Directors. In case the Secretary is absent from any meeting of Directors, the presiding officer may appoint any person to act as Secretary for the meeting.
(i) A quorum shall consist of eight (8) members of the. Board being present at any meeting.
Section 6.10: Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number.
Section 6.11: Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to
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act, and such statement shall be prima facie evidence of such authority.
Section 6.12: The entire Board of Directors, or any individual Director may be removed from office at any time
by the vote of at least 200 paid members of the corporation. If any or all Directors are so removed, new Directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed Directors. If new Directors are not elected at such meeting, the vacancy or vacancies created by the removal shall be filled as provided in Section 6.13 hereof.

Section 6.13:
(a) Vacancies in the Board of Directors shall exist
(1) on the death, resignation or removal of any Director;
(2) whenever the number of Directors authorized is increased; and (3) on failure of the members in any election to elect the full number of Directors authorized.
(b) The Board of Directors may declare vacant the office of a Director (1) if he is declared of unsound mind
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by an order of court, or finally convicted of a felony; or (2) if within sixty (60) days after notice of his election, he does not accept the office either in writing or by attending a meeting of the Board of Directors.
(c) Vacancies caused by the death, resignation or disability of a Director or Directors, or by his or their removal as provided in these Bylaws, or by an amendment of the Articles of Incorporation or of these Bylaws increasing the number of Directors authorized shall be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director.
(d) If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, either the Board or the members may elect a successor to take office when the resignation becomes effective.
(e) A majority of the members of the corporation may elect a Director at any time to fill any vacancy not filled by the Directors as provided in Paragraphs (c) and (d) of this Section. Should the offices of all Directors become vacant and there is consequently no Director left to fill vacancies, the vacancies shall be filled by a majority of the members of the corporation at a regular or special meeting called for that purpose at which a quorum is present.
(f) A person elected Director to fill a vacancy as in this section provided, shall hold office for the unexpired term of his predecessor, or until his removal or resignation as in these Bylaws provided.
(g) A reduction of the authorized number of Directors
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does not remove any Director prior to the expiration of his term of office.
Section 6.14: The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
ARTICLE VII. OFFICERS
Section 7.01: The officers of the corporation shall be the President, the Vice President, the Secretary, and the Treasurer. The corporation may also have, at the discretion of the Board of Directors, one or more additional Vice Presidents, or one or more Assistant Secretaries, or one or more Assistant Treasurers, and such officers as may be in the discretion of the Board, desired by the Board. No person may hold more than one office, as officer.
Section 7.02: Officers shall also be Directors of the Corporation as provided in Article VI above, and they shall be elected annually by the members as provided in Article VI above. Each officer shall hold office until he resigns or is removed or otherwise disqualified to serve, or until a successor shall be elected and qualified, whichever is first to occur. Each officer shall be of Basque descent.
Section 7.03: Any officer, other than the President, Vice President, Secretary and Treasurer (who shall be subject to the rules of removal of Directors), may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, and such officer shall be removed, should he cease to be qualified for the office as herein required. Any officer may resign at
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any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Officers shall be removed according to the provisions of Article VI, particularly Section 6.12.
Section 7.04: Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors for the unexpired portion of the term. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section 7.05: The President shall be the chief executive officer of the corporation and shall in general, subject to the control of the Board of Directors, supervise and control the affairs of the corporation. He shall perform ail duties incident to this office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. He shall preside at all meetings of the members (and of the Board of Directors). Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
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Section 7.06: In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have such other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 7.07: The Secretary shall:
(a) Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
(b) Keep at the principal office of the corporation or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Directors and members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at the meeting of Directors, the number of members present at meetings of members, and the proceedings thereof.
(c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
(d) Be custodian of the records (and of the seal) of the corporation (and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws).
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(e) Keep at the principal office of the corporation a membership book containing the name and address of each member, and, in any case, where membership has been terminated, he shall record such fact in the book together with the date on which the membership ceased.
(f) Exhibit at all reasonable times, to any Director of the Corporation, or to his agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the Directors and of the members of the Corporation.
(g) Exhibit at ail reasonable times to any member, or to his agent or attorney, on written demand therefore for a purpose reasonably related to the interests of such member, the Bylaws and the minutes of meetings of the Directors or of the members, and shall exhibit said records at any time when required by the demand of ten (10) percent or more of the members of the corporation.
(h) in general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors. Among other things the Secretary shall be required to keep all of the correspondence, documents, records and minutes of the corporation, in a safe, orderly, and secure manner.
Section 7.08: The Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all
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such funds in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected by the Board of Directors.
(b) Receive, and give receipt for moneys due and payable to the corporation from any source whatever.
(c) Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
(e) Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his agent or attorney, on request therefore.
(f) Exhibit at all reasonable times to any member, his agent, or attorney, on written demand therefore, for a purpose reasonably related to the interests of such member, the books of account and financial records of the corporation, and shall exhibit said records at any time when required by the demand of ten (10) percent or more of the members of the corporation.
(g) Render to the President and Directors, whenever he or they request it, an account of any or all of his transactions as Treasurer and of the financial condition of the corporation. In addition thereto, the Treasurer, shall prepare in advance of each monthly meeting, a statement of
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the financial condition of the corporation, including information relating to ail expenditures during the preceding month. Expenditures are to be reviewed by the Board of Directors, or by a committee selected by the President each month to review the expenditures and to recommend approval at each monthly meeting of the Board of Directors.
(h) Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to members.
(i) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.
Section 7.09: Officers of the corporation shall serve without compensation.
ARTICLE VIII. COMMITTEES
Section 8.01: The Board of Directors may, from time to time, designate such standing committees as the Board in their discretion deem necessary. Such standing committees may be, but are not limited to the following: A Ways and Means Committee, which would determine the financial feasibility of corporate projects, acts, and undertakings referred to it by the Board of Directors; A Publicity Committee which would plan and execute publicity campaigns; A Public Relations Committee which would answer complaints against the Corporation by non-members and would plan and execute public relations programs; A Membership Committee which would plan and
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execute programs for obtaining new members, give notice of membership renewals, collect dues, and other tasks involving membership to the corporation.
Section 8.02 Ad Hoc Committees for specific purposes or activities may be designated from time to time by resolution of the Board of Directors. Chairmen of such Committees shall be appointed by the Board. Members of such Committees shall be appointed by their respective Chairmen in such number as the Chairmen deem advisable, unless otherwise provided by the Board in its resolution designating any such Committee. Except as otherwise provided in such resolution. Committee Chairman and members shall be members of the Corporation. The Chairman or any member may be removed from the Committee by the person or persons authorized to appoint him whenever in his or their judgment the best interests of the corporation will be t served by such removal.
Section 8.03 The term of office for each member of each standing committee, established by the Board of Directors, shall be for the term commencing upon appointment and terminating at the next annual election of Directors, or until termination of the standing committee by the Board of Directors or upon removal by the Board of Directors. Chairmen and members of the Ad Hoc Committees shall serve as such for the life of the committee, unless they are sooner removed, resigned or cease to qualify as the Chairmen or member as the case may be, as such committee. Vacancies on any committee may be filled for the expired term in the same manner as provided in the case of original
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appointments. A majority of the whole of any appointed standing committee shall constitute a quorum of such committee, and the act of the majority of the members present at each meeting, at which a quorum is present, shall be the act of the committee. Any such act is subject to the review and approval of the Board of Directors, Unless otherwise provided in the Resolution of the Board of Directors, designating the committee. Ad Hoc Committees shall be under the direction of their respective Chairmen without any requirement as to a quorum.
Section 8.04 Each standing committee or Ad Hoc Committee may adopt rules for its own government and procedure not inconsistent with the law, with these bylaws, or with the rules and regulations adopted by the Board of Directors.

ARTICLE IX. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
Section 9.01 The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
Section 9.02 Except as otherwise specifically determined by resolution of the Board of Directors, as provided in
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Section 9.01, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President or the Vice President of the corporation.
Section 9.03 All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.
Section 9.04 The Board of Directors may accept on behalf of the corporation, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
ARTICLE X. CORPORATE RECORDS, REPORTS, AND SEAL
Section 10.01 The corporation shall keep at its principal office, or at such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and of all meetings of members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at Directors' meetings, the number of members present at members' meetings, and the proceedings thereof.
Section 10.02 The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
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Section 10.03: The books of account shall at all reasonable times be open to inspection by any Director. Every Director shall have the absolute right at any reasonable time, to inspect all books, records, documents of every kind, and the physical properties of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts.
Section 10.04: The books of account, and the minutes of the Directors, members, and Executive and Standing Committees shall be open to inspection on the written demand of any member at any reasonable time, for a purpose reasonably related to the interests of the member, and shall be exhibited at any time when required by the demand, in writing or made orally at a meeting, of ten (10) percent or more of the members of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts. Demand of inspection other than at a members ' meeting shall be made in writing on the President, Secretary, or Assistant Secretary of the corporation.
Section 10.05: The Board of Directors may cause to be prepared and submitted to the members, a written annual report, including a financial statement. Such report shall summarize the corporation's activities for the preceding year and activities projected for the forthcoming year; the financial statement shall consist of a balance sheet as of the close of business of the corporation's fiscal year, contain a summary of receipts and disbursements, be prepared
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in such manner and form as is sanctioned by general accepted accounting principles, and be certified by the President, Secretary, or Treasurer.
Section 10.06: The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.
ARTICLE XI. FISCAL YEAR
Section 11.01 The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XII. BYLAWS
Section 12.01 These Bylaws shall become effective immediately on their adoption. The shall supersede any prior Bylaws or amendments thereto and any such prior amendments and amendments thereto are hereby repealed. Amendments to these Bylaws shall become effective immediately upon their adoption, unless the Board of Directors or members, in adopting them as hereinafter provided, provided they are to become effective at a later date.
Section 12.02 Subject to the limitations contained in the Articles of Incorporation and any provisions of law applicable to the amendment of Bylaws of non-profit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
(a) Subject to the power of the members to change or repeal them, by the vote of a majority of Directors present at any special or regular meeting of Directors at which a
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quorum is present, provided that written notice of such meeting and of the intention to change the Bylaws thereat is delivered to each Director at least seven (7) days prior to the date of such meeting, as provided in Section 6.09(d) of these Bylaws, or by the written consent of all Directors without a meeting as provided in Section 6.11 hereof, provided in Bylaw fixing or changing the number of Directors may not be adopted, amended,-or repealed except as provided in „.- i Paragraph (b) hereof; or
(b) By the vote or written assent of a majority of the members, or the vote of a majority of a quorum at a meeting duly called and noticed for the purpose in accordance with Section 5.04 hereof.
Section 12.03 The original, or a copy, of the Bylaws, as amended or otherwise altered to date, certified by the Secretary of the corporation, shall be recorded and kept in a book which shall be kept in the principal office of the corporation, and such book shall be open to inspection by the members at all reasonable times during office hours.
ARTICLE XIII. CONSTRUCTION
Section 13.01 As used in these Bylaws:
(a) The present tense includes the past and the future tenses, and the future tense includes the present.
(b) The masculine gender includes the feminine and neuter.
(c) The singular number includes the plural, and the plural number includes the singular.
(d) The word "shall" is mandatory and the word "may"
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is permissive.
(e) The words "Officers", "Directors", and "Board" have the meaning stated in Section 6.02 of these Bylaws.
We, the undersigned, are all of the persons who are Directors of the KERN COUNTY BASQUE CLUB-BAKERSFIELD, INC., a California corporation, pursuant to the authority granted to the Directors herein, to take action by unanimous written consent without a meeting, we consent to, and hereby do, adopt the following Bylaws, consisting of 33 pages, as the Bylaws of the Corporation. These Bylaws replace and supersede all prior Bylaws and Amendments thereto and any such prior Bylaws or Amendments thereto are hereby repealed. DATED: 6-5-1979
Signed: Marcel Membrede - President, Jeanne Castanchoa - Secretary, B. Igoa - Treasurer, Jean Bernard Bidart, Sebastien Minaberri, Albert Falxa, Henri Duhart, Jose Irigoyen, Pampi Urrutia, Jo Frances Ansolabehere, Martin Etchamendy, Bernard Arduain
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