Saturday, December 16th, 2017

By-Laws of ONE, Incorporated

Official Documents of

ONE, INCORPORATED

Founded: Los Angeles, California
October 15, 1952

BY-LAWS

Filed: With Secretary of State, Sacramento, California —October 16, 1953


As provided in Article VII of the “Articles of Incorporation of ONE, Incorporated,” as filed with the Secretary of State, Sacramento, California, October 16, 1953, we, the undersigned Directors of said corporation do hereby adopt the following By-laws:

ARTICLE I, Board of Directors

  1. As provided in Article 5, “Articles of Incorporation of ONE, Incorporated,” the “First Directors” shall “act in the capacity of directors until the selection of their successors.”
  2. Three Directors shall be elected at the Annual Meeting, January 1954 and at each third annual meeting thereafter.
  3. A majority of the members present and voting shall be necessary to elect a Director.
  4. Should a Director resign, or the position become otherwise vacant, the remaining Directors shall appoint a member to serve as a Director until the following Annual Meeting, at which time an election shall be held to fill the unexpired term.

ARTICLE II, Officers

  1. The Directors shall annually elect a chairman, a vice chairman, and a secretary-treasurer who shall also be chairman, vice chairman, and secretary- treasurer respectively of the Corporation.
  2. Duties of Officers.
    1. The Chairman shall preside at all Director’s and Corporation meetings. He shall annually report to the members on the affairs of the Corporation.
    2. In the absence of the Chairman, the vice chairman shall act in the capacity of chairman.
    3. The secretary- treasurer shall:
      1. Keep minutes of the Corporation and Director’s meetings.
      2. Prepare and file such official reports for the Corporation as may be required.
      3. Submit a financial report to the members annually.
  3. In the event of a vacancy in any office the Directors shall fill the vacancy not later than at the monthly Director’s meeting following the date of the vacancy.

ARTICLE III, Meetings

A. The Annual Meeting of the Corporation shall be held in January of each year.

B. Regular meetings of the Board of Directors shall be held once each month.

C. Special meetings of the Corporation, or of the Board of Directors, may be called by any officer, providing three days’ written notice shall have been given each member thereof.

D. The Board of Directors may invite persons other than Directors to attend any of its meetings.

E. Failure to attend an Annual, or other, corporate meeting, shall render a member liable to dismissal from the corporation, at the discretion of the Board of Directors. Absence from two consecutive meetings of the Board of Directors shall automatically dismiss a Director from his office, the remaining Directors concurring.

F. Meetings shall be conducted in accordance with Robert’s Rules of Order, except as herein provided.

ARTICLE IV, Members

A. The number of voting members, including Directors, shall not exceed nine.

B. Should a member resign, or the position otherwise become vacant, the Board of Directors shall propose a name, or names, to fill the vacancy at the Annual Meeting next following the date when the position became vacant. At least two-thirds of the members present and voting shall be necessary to elect a member. Failing this affirmative vote, the vacancy shall remain until the following Annual Meeting.

C. For reasons deemed sufficient, a member may be removed from membership by the unanimous vote of the Directors present and voting at any regular Director’s meeting, provided said member shall have been notified of the intended action prior to the meeting and shall have been invited to appear and speak in his own behalf.

D. Duties, of Members:

1. The Corporation will hold each member responsible for the satisfactory execution of the duties assigned to him.

2. A member may be named by the Board of Directors as head of a department. He shall make reports to the Directors of the activities of his department at their request.

a. A head of a department may submit to the Board of Directors recommendations concerning his department for adoption by the Board as corporate, policy.

b. A head of a department may submit to the Board of Directors names of persons recommended for employment in his department.

E. Special Non-voting Members.

1. Privileges and duties of non-voting Annual Members shall be determined by the Board of Directors and announced at each Annual Meeting for publication in the February issue of ONE Magazine.

2. Privileges and duties of non-voting Contributing Members shall be determined by the Board of Directors and announced at each Annual Meeting for publication in the February issue of ONE Magazine.

3. Privileges and duties of non-voting Associate Members shall be determined by the Board of Directors and announced at each Annual Meeting for publication in the February issue of ONE Magazine.

4. Non-voting Life Members are entitled to receive a life-time subscription to ONE Magazine, with duties and other privileges to be determined by the Board of Directors and announced at each Annual Meeting for publication in the February issue of ONE Magazine.

5. The privileges of non-voting Honorary Membership may be extended by the Board of Directors to persons rendering signal financial or other services to the Corporation.

ARTICLE V, Dues and Assessments

The Board of Directors shall fix the amount of dues and assessments, if any, and the terms of payment thereof, for the various classes of members and announce the same at each Annual Meeting for publication in the February issue of ONE Magazine.

ARTICLE VI, Financial Policies and Compensation

The Board of Directors shall-determine the fiscal policies of the Corporation and fix all rates of compensation and salaries to be paid to Directors, officers, members, employees, or others.

ARTICLE VII, Employees

Employees shall be engaged, and their respective duties determined, by the Board of Directors solely.

ARTICLE VIII, Amendments

A two-thirds affirmative vote of the members present and voting at any Annual Meeting shall be necessary to amend these by-laws, provided notice of the proposed change shall have been given each member at least one month previously.

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