BEAR CREEK RANCH PATIENT’S COLLECTIVE
Member Terms and Conditions
As express conditions to (a) becoming a member of the medical marijuana collective operated by Bear Creek Ranch Patient’s Collective, Inc., a California nonprofit mutual benefit corporation (“BCRPC”), (b) entering BCRPC’s facility, and/or (c) obtaining medical cannabis, or any other product, herb, food, oil, or concentrate (collectively, “Cannabis Products”) from BCRPC, the undersigned for himself/herself, his/her heirs, agents, representatives, and assigns, hereby irrevocably and forever releases and discharges, waives, relinquishes, quitclaims, settles and forgives all rights, interests, claims, demands, causes of action or choses in action of whatsoever kind or nature, whether absolute, contingent, known, unknown, suspected or otherwise, and whether now existing or arising in the future, which they may now or hereafter have against BCRPC, its members, directors, officers, employees, agents, representatives, assigns, landlords, operators, managers, attorneys, growers, providers, wholesalers, and other members arising from or in any way related to:
- The undersigned’s use of any Cannabis Products obtained from BCRPC;
- The strength, potency, purity, toxicity, appropriateness for your condition of any Cannabis Products obtained from BCRPC;
- The undersigned’s storage or handling of Cannabis Products obtained from BCRPC;
It is the intention of the undersigned that these Terms and Conditions shall be given full force and effect in accordance with each and all of the terms and provisions hereof, with respect to all claims, demands and causes of action which are subject to the provisions of paragraph and subparagraphs above, including, without limitation, all unknown or unsuspected claims, demands and causes of action, if any, and, in this regard, and without limiting the generality of any other term or provision hereof, the undersigned on behalf of his/her heirs, agents, representatives, and assign, does hereby expressly and irrevocably waive the provisions of California Civil Code Section 1542, and all of the rights and benefits conferred thereby, which provides as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known must have materially affected his settlement with the debtor.”
AS EXPRESS CONDITIONS TO (A) BECOMING A MEMBER OF THE COLLECTIVE, (B) ENTERING THE COLLECTIVE’S FACILITY, AND/OR (C) OBTAINING CANNABIS PRODUCTS FROM THE COLLECTIVE AND/OR THE LLC, THE UNDERSIGNED FOR HIMSELF/HERSELF, HIS/HER HEIRS, AGENTS, REPRESENTATIVES, AND ASSIGNS, HEREBY IRREVOCABLY AND FOREVER WAIVES AND DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
Any Cannabis Products obtained from BCRPC’s facility may be inspected prior to leaving the facility, however since medical purity so requires, all transactions are final. The Cannabis Products are offered solely on an “AS-IS” basis with no warranty whatsoever.
To the fullest extent permitted under the law, the undersigned shall indemnify, defend and hold the BCRPC, its agents, employees, directors, officers, representatives, and any and all other persons working at BCRPC’s direction (collectively, the “Indemnified Parties”) harmless from and against all liabilities, obligations, damages, judgments, fines, fees, penalties, claims, costs, charges, and expenses, including reasonable attorneys’ and consultants’ fees, which may be imposed upon, incurred by, or asserted against any of the Indemnified Parties and arising, directly or indirectly, out of or in connection with the undersigned’s acquisition or use of Cannabis Products from BCRPC or the undersigned’s entry into a BCRPC facility provided that the same (i) is attributable to bodily injury, sickness, disease, or death, or patent infringement, or to injury to or destruction of tangible property including the loss of use resulting therefrom, and (b) is caused in whole or in part by any negligent act or omission of the undersigned or anyone directly or indirectly employed by it or anyone for whose acts it may be liable, or is caused by or arises out of the use of any equipment furnished by the undersigned (collectively, the “Claims”) regardless of whether any of the foregoing is caused in whole or in part, passively or actively, by an Indemnified Party. The undersigned, however, shall not be obligated under this Agreement to indemnify the Indemnified Parties from any Claims arising from the sole negligence or willful misconduct of any Indemnified Party. If any action or proceeding is brought against any of the Indemnified Parties by reason of any of the foregoing, upon the Indemnified Parties request and at the undersigned’s sole cost and expense, resist and defend such action or proceeding by counsel approved by BCRPC in its sole discretion. The undersigned will reimburse the Indemnified Parties, upon demand, for any costs and expenses, including attorneys’ fees, of any nature incurred by the Indemnified Parties in connection enforcement of this Agreement and the indemnity obligations of the undersigned herein.
KEEP MEDICINE FAR, FAR AWAY FROM CHILDREN OR ANYONE ELSE, UNDER LOCK AND KEY. ANY DEVIATION FROM THIS RULE IS DONE AT THE SOLE RISK AND RESPONSIBILITY OF THE PATIENT.
BYLAWS OF BEAR CREEK RANCH PATIENT’S COLLECTIVE, INC.
A California Nonprofit Mutual Benefit Corporation
The name of the nonprofit Corporation is Bear Creek Ranch Patient’s Collective, Inc. It is hereinafter in these bylaws referred to as the “Collective.”
The principal office of the Collective shall be fixed and located at 131 E. Anapamu St., Santa Barbara, California 93101. The Board is granted full power and authority to change the principal office from one location to another within the state of California. Any change of location of the principal office shall be noted by the Secretary on these Bylaws, or this section may be amended to state the new location.
Section 1. Overall Purpose.
The Collective is organized to help ensure that seriously ill Californians, as defined by Proposition 215 commonly known as theCompassionate Use Act, codified as California Health & Safety Law Section 11362.5, and by Senate Bill 420 commonly known as the Medical Marijuana Act, codified as California Health & Safety Law Sections 11362.7, et seq., and as interpreted by the Guidelines For The Security And Non-Diversion Of Marijuana Grown For Medical Use (August 2008) (collectively, “California’s Medical Marijuana Laws”), have the ability to obtain and use marijuana for medical purposes where that medical use is deemed appropriate and recommended by a licensed physician consistent with the requirements of the California Health & Safety Code.
Section 2. Specific Purposes.
- The Collective through its members seeks to associate within the State of California in order to collaboratively, cooperatively and collectively cultivate, transport, process, and distribute medical marijuana to “qualified patients” and their “primary caregivers,” as those terms are defined and understood under California’s Medical Marijuana Laws, and in particular California Health & Safety Code Section 11362.775, and to take all other actions necessary to effectuate such cultivation, transportation, processing and distribution of medical cannabis.
- The Collective seeks to act at all times within the scope of California’s Medical Marijuana Laws, the California Penal Code, the California Health & Safety Code, and all other applicable requirements under the laws of the State of California. Where those legal requirements are vague or ambiguous, the Collective and its Directors, Officers, Employees and Agents will seek to obtain the advice of competent legal counsel regarding its rights and obligations under the applicable laws.
- The Collective will endeavor at all times to only make available and distribute to its members medical cannabis that is cultivated by its members.
- The Collective will endeavor at all times to prevent the diversion of medical cannabis for non-medical purposes.
- The Collective may also offer other holistic, alternative pain management, and caregiving services to its members, as well as other merchandise and social and community services related to the provision of medical cannabis to its members, to the extent permitted by applicable law.
- The Board of the Collective and any officers or members that it so designates will work with competent legal counsel on an ongoing basis to ensure that the Collective and its agents are acting in compliance with California’s Medical Marijuana Laws, and other applicable laws governing its conduct related to the cultivation and distribution of medical cannabis to its members.
Section 3. Limitations.
- The Collective is organized solely for nonprofit purposes and, as such, the Collective will not operate to create a gain, profit or return on investment for any director, officer, member or agent of the Collective (excluding any person who provides a loan to the Collective entitling said lender to a non-usurious interest rate, or whom leases premises to the Collective entitling said lessor to a reasonable rental rate).
- The foregoing limitation in subsection (A) shall not limit the Collective, to the extent deemed reasonable and appropriate by its Board (or those officers delegated by the Board) in consultation with appropriate financial and legal professionals, from providing fair and reasonable compensation to its directors, officers, employees and agents to achieve its purposes, and from providing reimbursement of any costs, risks, lost opportunities and expenses incurred by any members in furtherance of these purposes. Compensation paid to any officer or director shall be specified in an Employment Agreement.
- Any medical marijuana cultivated by the Collective for the purposes set forth in Section 2 above may only be distributed to members who are qualified patients or primary caregivers as those terms are defined and understood under California’s Medical Marijuana Laws.
MEMBERSHIP CONDITIONS AND FEES
Section 1. Closed Circuit Membership.
- The Collective will operate as a “closed-circuit” with respect to its cultivation, transportation, processing and distribution of medical marijuana, and will not make any purchases of medical cannabis from non-members (subject to Article III, Section 2(C), and it will not make any distributions to non-members under any circumstance whatsoever.
- To help insure compliance with the foregoing directive and the non-diversion of medical marijuana to non-medical markets, the Collective will employ recordkeeping protocols and/or software programs to validate the source of any medical marijuana distributed to its members and the amounts distributed to each member.
Section 2. Restrictions on Membership.
- Membership in the Collective is restricted to “qualified patients” and their “primary caregivers,” those terms are defined by California’s Medical Marijuana Laws.
- No person shall be granted membership in the Collective until such time as the Board, or its designee, verifies that the applicant meets the following qualifications:
- California resident with valid California ID, driver’s license, or other California or Federally issued photo identification;
- Received a written recommendation from a California licensed physician in good standing stating that the person has been diagnosed with a serious medical condition and authorized to use medical cannabis, or a recommendation to act as a “primary caregiver” for a qualified patient, which recommendation has been verified by the Collective to be valid and in effect;
- At least 21 years of age (unless accompanied by a parent or exigent circumstances exist); and
- Agrees to the terms of the Collective Services Agreement for the Collective, including the promise not to distribute or divert marijuana to non-members and not to use the marijuana for other than medical purposes.
- Each member of the Collective is expected to make a contribution to the Collective to help insure realization of its purposes, its continuity and its sustenance. Those contributions will necessarily vary in nature, based on the needs of the Collective and other variable such as the time and limitations of the various members.
- Not all members will be expected to make equal contributions and some members will only be able to make monetary contributions in exchange for medicine consistent with its nonprofit purposes and limitations.
- Member contributions which may entitle said member to fair and reasonable compensation and/or reimbursement include, but are not be limited to the following conduct:
- Service as a director, officer, employee, agent or contractor of the Collective with respect to its management, day-to-day operations, or any other function necessary to fulfill its purposes.
- Bookkeeping, payroll processing, day-to-day operations and recordkeeping.
- Provision of real property or leased premises in furtherance of the Collective’s objectives.
- Cultivation, transportation, processing, inventory, maintenance, inspection and/or distribution of the medicine collectively cultivated and provided to members, andother functions and services necessary to effectuate the cultivation, transportation, processing, inventory or distribution of medical cannabis to members, provided that the provision of such services to the Collective must be with the express written permission of the Collective and/or pursuant to a written agreement entered into between the member and the Collective.
- Entry into a binding covenant not to compete with the Collective and a Confidentiality Agreement as required by the Board on advice of counsel.
Section 3. Admission to Membership.
- All persons applying to become members of this Collective must meet the requirements in Section 2 and complete the Collective’s Collective Services Agreement, including a consent to permit the Collective’s management to verify the physician’s recommendation to use medical cannabis.
- No person shall obtain any medicine from the Collective prior to having their membership application approved.
- Members whose physician recommendation is invalid or has expired, or are caught diverting marijuana for non-medical use will be excluded.
- The Collective shall have the discretion to deny membership to any person when deemed to be in the best interests of the Collective, its members and/or the Community. A member shall continue to be in good standing as long as he or she remains in compliance with Section 2 above and does not engage in conduct prohibited by Section 7 below.
Section 4. Membership Fees.
All members of the Collective are required to pay a membership fee as a condition of admission into the Collective, which fee shall be set from time to time by the Board of Directors and reflected in the Membership Agreement. The membership fee may be waived as deemed necessary by the Board of Directors.
Section 5. Transfer of Membership.
No member may transfer a membership or any right arising therefrom to any other person or member, except insofar as a member provides another member with a voting proxy as set forth in Section 10 below.
Section 6. Resignation of Membership.
A member may resign his or her membership at any time, for any reason, by providing written notice to the Collective. However, under no circumstances shall resignation relieve the resigning member of any obligation for charges incurred, services or benefits rendered, or give rise to any refund of any assessments or fees already paid to the Collective, unless such resignation is provided to the Collective within three (3) days of admission to membership and the member has not obtained any medicine from the Collective within that three (3) day period.
Section 7. Membership Rules; Termination or Suspension of Membership.
The following shall constitute sufficient grounds for the termination or suspension of the membership of any member:
- Failure to timely pay the membership fees and/or dues;
- Smoking or consuming any marijuana or related products on Collective premises or in the immediate vicinity of the Collective’s premises, including in a parked car in the immediate vicinity of the Collective’s premises;
- Loitering on or in the vicinity of the Collective’s premises after completing a transaction within the Collective;
- If it should be discovered after admission of membership is granted that a member is no longer in compliance with any condition for membership, such as the validity of a physician recommendation;
- Obtaining or renewing a physician’s recommendation or membership in the Collective under false pretenses;
- If it should be discovered after admission of membership that any member provided false information to the Collective in connection with applying for membership;
- The re-sale or diversion of any medical marijuana obtained from the Collective;
- Solicitation of any business from any other member without the advance approval of the Collective;
- The carrying of any firearms or weapon on collective premises;
- The use of any pesticides or other harmful products in any medicinal product manufactured or cultivated for the Collective or its members;
- Operating a motor vehicle under the influence of medical cannabis obtained through the Collective;
- Violating any laws relating to possession, cultivation, possession for sale, transportation and/or sale of marijuana, in violation of California Health & Safety Code §§ 11357, 11358, 11359 and 11360;
- Undertaking any action or conduct that endangers the legal defenses and immunities enjoyed by the Collective or any other Collective members under California’s Medical Marijuana Laws;
- If a member violates any other term of the Collective Services Agreement; or
- By the decision of the Board of Directors or a designated committee thereof that such termination or suspension is in the best interests of the Collective, its members and/or the community.
Items (B), (C) and (D) will result in termination of membership. Items (A), (E) and (F) may result in suspension or termination of membership and will be decided by the Board on a case-by-case basis.
Section 8. Procedure for Membership Termination or Suspension.
- On the occurrence of an event that constitutes grounds for termination or suspension of membership, the Collective will provide the member with written notice of the termination or suspension, either by hand delivery, certified mail, first class mail, or electronic mail, at that members most recent address on record.
- In the event a member seeks to challenge the basis for the suspension or termination and request a hearing, the member must within 15 days of receiving such notice of termination or suspension make a written request for a hearing to any Officer or Director of the Collective. The hearing shall take place in-person and shall be heard by the Board of Directors or designated committee, to be held within 30 days after a timely request for a hearing is provided by the member. Following the hearing, the Board of Directors and/or the designated committee shall make a final decision to either continue member’s membership, or to maintain the suspension or termination.
Section 9. Distributions.
No member, including a Director, Officer, agent or Employee member of the Collective, shall receive any distributions of profit or net income from the Collective, except in the event of a dissolution event subject to the terms and conditions imposed by the Board in accordance with the applicable laws. Any member, including a Director, Officer, agent or Employee member of the Collective, shall be liable to the Collective for receipt of any improper distribution consistent with California Corporations Law § 7420. The foregoing does not apply to or affect any payments made to a Director, Officer, agent, contractor or Employee member of the Collective representing salary, other compensation, expense or cost reimbursement, proper employee benefits or other payments made to such members consistent with the nonprofit purposes and limitations of the Collective.
Section 10. Member Meetings and Voting.
- The members of the Collective shall have a regular meeting each year on the last day of the month of August at 5:30 pm. The meeting shall be held at the Collective’s principal offices unless the Board fixes another place in advance of the meeting. In addition to the regular meeting, the Board or the President or 5% or more of the members may call a special meeting of the members.
- At any meeting at which the members are required or permitted to take any action (i.e., elect directors), they shall be provided written notice of the meeting at least 10 days in advance of the meeting, either in person, by first class mail, by electronic mail, or by facsimile, at the address of the member appearing on the books of the Collective or given by the member to the Collective for purposes of notice; or if no such address appears at the place where the principal office of the Collective is located. The notice shall state the date, place and time of the meeting, and shall also include for special meetings the general nature of the business to be transacted, and for regular meetings those matters which the Board intends to present for action by the members.
- A quorum of members for purposes of transacting business at meetings shall consist of 1/5 (20%) of the voting power (i.e., members), represented in person or by proxy, provided that the only matters to be voted on at a regular meeting attended by less than 1/3 of the members are those matters set forth in the notice for the meeting. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting entitled to vote shall be the act of the members.
- Any action which may be taken at a regular or special meeting of the members may be taken without a meeting if the Collective distributes a written ballot to every member entitled to vote on that matter. Such written ballot may be distributed to the members and returned to the Collective by first class mail, facsimile or electronic mail at the address of the member appearing on the books of the Collective or given by the member to the Collective for purposes of notice; or if no such address appears at the place where the principal office of the Collective is located. Such a ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide reasonable time within which to return the ballot to the Collective. The ballot shall state the matters to be voted on, and indicate the number of responses needed to meet the quorum requirements and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. It shall also specify the time by which the ballot must be received in order to be counted. Directors may be elected by written ballot. The Board will count the written ballots and determine whether the quorum requirement has been met.
- Notwithstanding the foregoing, any action required or permitted to be taken by the members may be taken without a meeting if all the members shall individually or collectively consent in writing to the action.
- The members entitled to vote on any matter shall be limited to those who are members within 30 days before the meeting at which such action to be voted upon is to take place.
- Any member may authorize another member, including a Director or Officer, to act by proxy with respect to such membership voting. Any such proxy must be in writing. Any proxy provided to a non-member shall be invalid.
BOARD OF DIRECTORS
Section 1. Powers of the Board.
Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any limitations in the Articles of Incorporation or these Bylaws requiring approval of members for specific actions, the activities and affairs of the Collective shall be conducted and exercised by or under the direction of the Board. Such powers, subject to any limitations in the Articles of Incorporation, these Bylaws or any contracts entered into by the Collective, include but are not limited to the following:
- Appointment and removal of all officers, agents, members and employees of the Collective, and prescribing powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws.
- Fix the compensation of the Board and all Officers, Agents and Employees and require from them security for faithful performance of their duties.
- Change the principal office of the Collective from one location to another.
- Designate the place for the holding of any meeting, including annual meetings.
- Borrow money and incur indebtedness on behalf of the Collective and cause to be executed and delivered for those purposes underlying documentation and agreements.
A Director is expected to perform the duties of a director in good faith, in a manner such director believes to be in the best interests of the Collective and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would make under similar circumstances. In the event that a Director is called upon to take action with respect to a transaction or contract in which the Director has a material financial interest independent of his or her involvement in the Collective, the Collective and said Interested Director shall proceed pursuant to California Corporations Code §§ 7233-7235.
Section 2. Authorized Number and Term of Office of Directors.
The Collective shall have not less than one (1) and no more than five (5) Directors. Each Director shall serve for a four-year term.
Section 3. Selection of Directors.
The initial Board members shall be designated by the incorporators named in the Collective’s Articles of Incorporation. At the expiration or earlier termination of the terms of office of the initial Board members, their successors shall be elected by a vote of the members.
Section 4. Meetings of the Board.
- Time and Place. All meetings of the Board of Directors shall be held at the principal office of the Collective at 6:30 pm, unless these Bylaws or the Notice for the specific meeting, if applicable, states otherwise.
- Annual Meeting. There shall be an Annual Meeting of the Board of Directors to be held on the third Monday of the month of September, for purposes of organization, election of officers and the transaction of other business; provided however that the Board may at its discretion fix another time and place for the holding of its annual meeting. Notice of this meeting is not required if it takes place at the place and time specified herein.
- Regular Meetings. The Board shall hold at least three (3) other regular business meetings throughout the year to be held quarterly, or on a date to be fixed by resolution of the Board; provided, however, that such regular meetings may be dispensed with by majority vote of the Board. Such regular meetings may be held without notice.
- Special Meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the President or any Vice President, or the Secretary or any two Directors. Four (4) days’ notice of special meetings is required to be provided to each Director by first-class mail delivery, or 48 hours’ notice delivered personally, by telephone, including by voice mail, or through electronic mail delivery or facsimile. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the Collective. It need not specify the purpose of the meeting. Notwithstanding the foregoing, notice of a special meeting is not required for any Director who provided a waiver of notice or consent to holding the meeting or an approval of the minutes thereof in writing, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director.
- Directors may participate in a meeting through use of a telephone conference, electronic video or electronic transmission so long as all members participating in the meeting are able to hear one another, each member participating in the meeting can communicate with all of the other members concurrently and each member has the means to participate in discussion of all matters before the Board, including without limitation the capacity to propose or interpose an objection to specific action.
Section 5. Adjournment of Meetings.
A majority of the Directors present at any regular, special or adjourned meeting of the Board of Directors, whether or not a quorum is present, may adjourn the meeting to meet again at a specified time and place. The Secretary shall give immediate notice to each absent Director by fax or email of such adjournment and of the time and place of the adjourned meeting. Notice of the time and place of holding an adjourned meeting need not be given, unless the original meeting is adjourned for more than 24 hours, in which case notice of any adjournment to another time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 6. Quorum.
A majority of the authorized number of Directors shall constitute a quorum for the transaction of business unless the number of directors authorized is one (1) in which case one (1) constitutes a quorum. Subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to (A) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (B) approval of certain transactions between corporations having common directorship, (C) creation of an appointment of committees of the Board and (D) indemnification of Directors, 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 shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 7. Action without a Meeting.
Any action by the Board of Directors required or permitted to be taken may be taken without a meeting if all Directors shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
Section 8. Board Vacancies; Filling Board Vacancies.
- Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: The death, removal, or resignation of any Director; or the declaration by resolution of the Board of a vacancy in the office of a Director who has dies or been declared of unsound mind by an order of court or convicted of a felony.
- Resignations. Any Director may resign effective upon giving written notice to the President or the Secretary of the Board, unless such notice specifies a later time for the resignation to become effective.
- Removal. Removal of Directors shall be governed by California Corporations Code §§ 7222(a) and 7223.
- Filling Vacancies. Any vacancy on the Board shall be filled by unanimous written consent or majority vote of the remaining Directors, or by a sole remaining Director. Notwithstanding the foregoing, a vacancy created by Removal of a Director may only be filled by approval of the members.
Section 9. Director Compensation.
The Directors shall each receive compensation for their service to the Collective, which compensation shall be consistent with the nonprofit purposes of the Collective, and commensurate with various factors, including but not limited to the time devoted to the Collective in his or her capacity as a Director, the related legal and personal security risks incurred; any opportunity benefits forgone; and any unique strains or demands placed on said Director as a consequence of his or her service to the Collective. Each Director’s particular compensation will be reflected in a separate employment agreement.
Section 1. Authorized Positions.
The officers of the organization shall include a President, a Secretary, and a Chief Financial Officer. The Collective may also have, at the Board’s discretion, one or more Vice Presidents, one or more assistant Secretaries, a Treasurer, and such other officers as may be deemed necessary by the Board. Any number of offices may be held by the same person. A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.
Section 2. Designation and Term of Office.
The officers of the Collective shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. As such, subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, at any time, by the Board of Directors.
Section 3. Resignation.
Any officer may resign at any time by giving written notice of resignation to the Board of Directors. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein, and, unless otherwise specified in such notice, no acceptance of such resignation shall be necessary to make it effective. Any such resignation shall be without prejudice to the rights, if any, of the Collective under any contract of employment with the resigning officer.
Section 4. Responsibilities of the Officers.
- President. The President shall be the chief executive officer of the Collective and shall preside at all meetings of the members and of the Board of Directors. Subject to any limitations imposed by the Board of Directors, the President shall have the general supervision, direction, and control of the business and affairs of the Collective, and shall have the general powers and duties of management usually vested in the office of the president of a nonprofit corporation and such other powers as may from time to time be delegated to him by the Board of Directors.
- Vice President. The Vice President, if any, shall in event of the President’s absence or disability preside at any meeting of the members or of the Board of Directors and generally perform the duties of the President subject to the same restrictions upon the powers of the President. The Vice-President shall have such other powers and duties as may from time to time be delegated to him or her by the President or Board of Directors.
- Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors, shall keep the minutes of such meetings, and shall give all of the notices to members and Directors provided for in the By-Laws. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings and actions of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the principal office in the State of California, a copy of the Articles of Incorporation and Bylaws, as amended to date. The Secretary shall also be responsible for the maintenance of a complete and accurate record of the membership of the Collective. The Secretary shall also have such other powers and duties as may from time to time be delegated to him or her by the Board of Directors or the President.
- Chief Financial Officer. The Chief Financial Officer of the Collective shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the Collective, including full and accurate accounts of all receipts and reimbursements of expenses, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times. The Chief Financial Officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Collective with such depositories as may be designated by the Board, shall disburse the funds of the Collective as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Chief Financial Officers and of the financial condition of the Collective and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
Section 8. Compensation.
Officers and employees of the Collective shall each be reasonably reimbursed for their services rendered to the Collective consistent with the nonprofit purposes of the Collective. Reimbursement will be calculated based upon hours worked and the nature of their particular contribution made to the Collective, including cultivation, as well as the time devoted to the Collective in his or her capacity as a Officer or employee, the related legal and personal security risks incurred; any opportunity benefits forgone; and any unique strains or demands placed on said member as a consequence of his or her employment by or service to the Collective. Each officer’s and employee’s particular compensation will be reflected in a separate employment agreement.
Section 9. Execution of Instruments.
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Collective to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Collective, and such authority may be general or confined to specific instances.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER CORPORATE AGENTS
Section 1. Right of Indemnity.
Except as otherwise provided in a separate agreement for employment, this Collective shall indemnify its Directors, Officers, Incorporators, employees and “agents”, as that term is defined in Section 7237(a) of the California Corporations Code, including persons formerly occupying such positions, against expenses actually incurred by them in connection with any “proceeding” as that term is used in Section 7237(a) of the California Corporations Code, only to the extent that an agent of the Collective has been successful on the merits in defense of any proceeding referred to in 7237(b) and (c). “Expenses” shall have the same meaning as described in Section 7237(a), and includes without limitation attorney’s fees.
Section 2. Approval of Indemnity.
On written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corporations Code, such request for indemnification shall be determined pursuant to the procedures set forth in Section 7237(e), (g) and (h).
CORPORATE RECORDS AND REPORTS
Section 1. Corporate Records.
The Collective shall keep at its principal office the following either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the foregoing (i.e., computer hard drive):
- Minutes of all meetings of Board of Directors and committees of the Board, and meetings of members;
- Adequate and correct books and records of account;
- A record of members, indicating their names and addresses; and
- A copy of the Collective’s Articles of Incorporations and Bylaws as amended to date, which shall be open to inspection by members of the Collective at all reasonable times during office hours.
Section 2. Required Filings.
- The Collective, within 90 days after filing the original articles of incorporation and biennially thereafter, shall file with the Secretary of State during the applicable filing period (meaning the calendar month during which the original articles were filed and the immediately preceding 5 months) a statement containing (i) the names and complete business or residence addresses of its Chief Executive Officer, Secretary, and Chief Financial Officer; (ii) the street address of its principal office in this state, if any; and (iii) the mailing address of the Collective, if different from the street address of its principal executive office or if the Collective has no principal office address in this state.
- The statement required by subdivision (A) shall also designate, as the agent of the Collective for the purpose of service of process, a natural person residing in this state or any domestic or foreign or foreign business Collective that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If a natural person is designated, the statement shall set forth the person’s complete business or residence street address. If a corporate agent is designated no address need be set forth.
Section 3. Annual Financial Statements.
- The Collective shall prepare an annual report within 120 days after the close of the Collective’s fiscal year, except to the extent the Collective receives less than ten thousand dollars ($10,000) in gross revenues or receipts during the fiscal year. That report shall contain in appropriate detail the following: (i) A balance sheet as of the end of that fiscal year and any income statement and a statement of cash flows for that fiscal year; and (ii) a statement of the place where the names and addresses of the current members are located; and any information required by Section 8322 of the California Corporations Code. The report shall be accompanied by any report thereon of independent accountants, or, if there is no report, the certificate of an authorized officer of the Collective that the statements were prepared without audit from the books and records of the Collective.
- The Collective shall notify each member yearly of the member’s right to receive a financial report. Upon written request of a member, the board shall promptly cause the most recent annual report to be sent to the requesting member. That report and any accompanying material may be sent by electronic transmission by the Collective
Section 4. Rights of Inspection.
- Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Collective. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
- The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the written demand on the Collective of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.
- Subject to Sections 8331 and 8332 of the California Corporations Code, a member may (i) inspect and copy the record of all the members’ names, addresses and voting rights, at reasonable times, upon five business days’ prior written demand upon the Collective which demand shall state the purpose for which the inspection rights are requested; or (ii) Obtain from the secretary of the Collective, upon written demand and tender of a reasonable charge, which demand shall state the purpose for which the list is requested, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of a date specified by the member subsequent to the date of demand, which membership list shall be made available on or before the later of ten business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.
- The member rights of inspection may be exercised only by a member, and only for a purpose reasonably related to such person’s interest as a member. Where the Collective reasonably believes that the information will be used for another purpose, or where it provides a reasonable alternative it may deny the member access to the list.
- In response to a member’s proper request to exercise a right to inspection, the Collective may, within ten (10) business days after receiving a demand, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand shall be deemed a reasonable alternative, unless within a reasonable time after acceptance of the offer the Collective fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Collective does not meet the proper purpose of the demand made.
AMENDMENT OF BYLAWS
The Bylaws may be adopted, amended or repealed and new Bylaws may be adopted by a majority vote of the Board, to the fullest extent permitted by the California Corporations Code, including without limitation Sections 7150 and 7151 of the California Corporations Code.
I, the undersigned, constitute the sole member of the initial Board of Directors of this nonprofit mutual benefit corporation, and I consent to, and hereby do adopt the foregoing bylaws, consisting of 15 preceding pages, as the Bylaws of this corporation