SOCC, Inc By-Laws 2023

required number of signed approvals in writing, setting forth, the action so taken, is received, (c) the number of ballots cast within the time period specified equals or exceeds the quorum to be present at a meeting authorizing the action, and (d) the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting assuming the number of ballots cast equals the total number of votes which would have been cast in a meeting. Ballots shall be solicited in a manner consistent with the requirements of subdivision (b) of Section 7511 and Section 7514 of the California Law, or such other sections which may be in effect from time to time. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for election of Governors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted. Except as provided by the Board or the notice of the action by written ballot, any Equity Member casting a ballot may revoke the ballot, or substitute another, by a written notice received by the Club prior to the time specified in the solicitation pursuant to the preceding paragraph, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary. After tabulation of the ballots, the Board shall notify all Equity Members of the outcome of the election. If insufficient votes were cast to constitute a quorum, the Board shall so certify, and the election shall be of no effect.

Article 4 Board of Governors

Section 4.1 Corporate Powers . The corporate powers of the Club shall be vested in, exercised by and under the authority of, and the affairs of the Club shall be controlled by, a Board of Governors, who shall have the exclusive right and responsibility to perform the duties and obligations and to exercise the powers and authority of the Club as set forth in the Articles and these Bylaws. The Board may delegate the management of the activities of the Club to any person or persons, executive company, or committee however composed, provided that the activities and affairs of the Club shall be managed, and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 4.2

Qualification and Election .

Section 4.2.1 Number of Governors . The exact number of Governors shall be fixed from time to time by approval of the Board; provided that at any time there shall be at least nine Governors. Section 4.2.2 Qualifications . Equity Members interested in serving as a Governor must be an Equity Member and have served on a standing committee for at least (1) full year and must be a Member in good standing . “ Good standing ” for this purpose only means the Member must be current in their financial obligations to the Club and have no written infractions noted in their membership file within the last two years from the date of submission of their candidacy. Section 4.2.3 Nominations Committee . Not more than one hundred fifty (150) days and not less than ninety (90) days before each Annual Meeting, the Board shall appoint a Nominations Committee consisting of the immediate past President acting as Chairperson, one

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