|Camp Lockett Event and Equestrian Facility, Incorporated
ARTICLE I NAME
The name of this Corporation shall be:
Camp Lockett Event and Equestrian Facility
ARTICLE II OBJECTIVE/MISSION STATEMENT
The specific, primary purpose and aim of this Corporation is to provide assistance to the youth and seniors in the Campo and Lake Morena communities.
ARTICLE III OFFICE
The office of the Corporation shall be located in the community of Campo, County of San Diego, and State of California.
ARTICLE IV MEMBERS
Any person at least eighteen (18) years of age and sincerely interested and dedicated to the objective of the Corporation, and makes written or verbal application, becomes an Associate Member. They shall have no voting rights in the control and management of the Corporation.
A Regular Member must have been an Associate Member for at least twelve (12) months and must have attended at least 80% of the regular scheduled meetings in the same twelve (12) month period immediately prior to his/her voting eligibility. Only Regular Members shall have voting rights.
A Regular Member must attend a majority (51%) of the regular scheduled meetings over a four (4) month period, in order to maintain his/her voting rights.
All Officers and Board of Directors shall have been Regular Members for the preceding twelve (12) months to be eligible to take office, except the initial Officers and Directors at the time of incorporation.
Any class of membership, regardless of capacity, may be terminated by resignation or by two-thirds (2/3) majority vote of the total members of the Board of Directors, at a regularly held or specially called meeting.
A voting member may be excused by notifying the Secretary or any Officer prior to the meeting and shall retain voting privileges. Not to exceed six (6) consecutive regular meetings. Missing four (4) unexcused consecutive regular scheduled meetings will require reinstatement of voting privileges. Voting rights will be reinstated after attending at least 75% of the regular scheduled meetings for a three (3) month period. Missing five (5) unexcused consecutive regular scheduled meetings, a member status will revert to a new Associate Member per "A" above.
A Regular Member may be excused for an extended period of time (up to a nine (9) month period) due to governmental, illness, educational, family or job related requirements. For the Regular Member to be excused for this period, a written request must be submitted to the Board, prior to or within two (2) weeks after the starting date.
Any challenge, concern over excused absence, request for extension of excused absence or concern over voting rights, will be submitted to the Board in writing. These requests will be considered by the Board at a regularly held or specially called meeting. All requests will be considered on a case by case basis. A majority (51%) vote of the Board members then serving will be necessary to pass or deny the request.
An excused absence will be considered the same as an attendance.
ARTICLE V MEETINGS
Regular meetings of the membership shall be held on the first
Tuesday of each month at 7:00 PM and shall require a quorum of the
The annual meeting of the Corporation shall be held on or before the first
Tuesday in July of each year.
Regular meetings of the Board of Directors shall be held quarterly during the
fourth (4) week of the month at 7:00 PM. The day of the week to be
determined by the Board of Directors.
The Secretary shall notify each Board Member of each meeting by telephone
or written word, at least seven (7) days prior to the date thereof.
An agenda shall be prepared for each regular meeting of the membership.
All agenda items shall be submitted to the Secretary prior to any regularly
scheduled meeting. A simple majority (51%), of the Regular Members, is all
that is necessary to pass an item of business at a membership meeting, unless
otherwise stipulated in these By-Laws. An account of the vote (for, against,
& abstained) shall be recorded for all business items at all membership and
There shall be no smoking during any membership, committee or Board
A special meeting of the membership may be called by the President or any
Officer when necessary for the benefit of the Corporation. No other item of
business shall be discussed other than that for which the meeting was called.
A quorum shall consist of a simple majority (51%) of the regular voting
At all meetings of the membership, it shall be prominently posted, the
number of Regular Members eligible to vote and the number of Regular
Members necessary to constitute a majority (51%) vote.
ARTICLE VI OFFICERS
The officers of the Corporation shall be:
Other Officers and/or assistants may be elected (a majority vote (51%) of the
members then serving) by the Board of Directors as necessary.
Any Officer may hold two (2) or more offices except the President and
Vacancies of offices shall be filled by the Board (a majority vote (51%) of
the members then serving) to serve for the unexpired term of the
The PRESIDENT shall have general control and supervision of the affairs
and business of the Corporation. He/she shall preside at all meetings, except
the Board of Directors meeting. He/she will sign, with any other proper
officer, all business documents of any nature whatsoever pertaining to the
Corporation unless such authority has been delegated to other Officers as
directed by the Board or the public laws, statutes or regulation then in force.
He/she shall perform all duties incident to the PRINCIPLE EXECUTIVE
OFFICER and such other duties as may be directed by the Board.
The VICE PRESIDENT shall act for the President in his/her absence and
shall have full authority and power vested in that office and shall be subject
to all restrictions imposed upon the office. He/she shall assist the President
of the Board.
The TREASURER shall perform all the duties normal incident to the office
of Treasurer, and duties as assigned by the President and approved, by majority vote (51%) of the members then serving, by the Board. He/she will receive and account for all monies and securities of the Corporation and deposit them in a depository approved by the Board. He/she shall be co-signer on all checks issued by the Corporation. He/she shall sign all other documents of whatever nature affecting the activities of the Treasurer. He/she may also be required to post bond as directed by the Board. He/she shall inform the President immediately of any matters of concern that may come to his/her attention. He/she shall make a monthly financial statement in triplicate: one copy to the President, one copy to the Secretary and the third copy to be retained for his/her records. The financial records may be checked for accuracy, by an accountant appointed by the Board, each quarter, and a report made at the Board of Directors meeting. An AUDIT shall be made at the close of the calendar year and at the request of a newly elected Treasurer, at the end of the election year.
The SECRETARY shall record the proceedings of all meetings of the membership and all meetings of the Board of Directors. Immediately after the election of Officers, the Secretary shall file a report each year to the Secretary of State, State of California, setting forth the names of the Officers and the location or the principle office of the Corporation. He/she shall conduct such correspondence and perform such duties as the President and the Board of Directors shall direct. The Secretary shall keep the President informed of ALL matters requiring his/her attention and shall give timely notice of all meetings, as stated in these By-Laws.
I. The EVENT COORDINATOR will allocate the facility availability against all use requests and provide a direct communication link to all requesting organizations and agencies. The event coordinator will ensure proposed events/activities are consistent with the intended use of the facility and assist organizations with logistical requirements of their event. The event coordinator will maintain an on-line scheduling system to prevent conflicts and keep the Board appraised regarding proposed and scheduled events and activities. The event coordinator will maintain records of all events at the facility.
ARTICLE VII DIRECTORS
The DIRECTORS of the Corporation shall be elected in accordance with
Article IX; by and from the members of the Corporation and shall be known as the Board. There shall be Chairman of the Board, elected by the Board.
Their number shall not be less than seven (7) and not more than eleven (11),
of which two (2) shall be President and the immediate past President of the Corporation.
Director's meetings may be held only if a simple majority of the Board of
Directors are present. If a simple majority (51%) is not present, the Chairman of the Board shall call a meeting at the earliest possible date following the non-convened meeting.
The continued absence, after three (3) months without justifiable cause, from
regularly scheduled meetings shall be considered reason for termination of office.
Special meetings may be called by the Chairman of the Board, President or
any two (2) members of the Board of Directors and shall have full force and effort, providing a majority of the Board Members are present and providing further, that no matters are considered which require a greater number of members to act. If a majority is in attendance and discussion of an issue requires a greater majority (i.e. 2/3) and is the purpose of the meeting, that matter may be discussed but no vote (consideration) of any kind, may be taken. Only matters stated as reason for the special meeting shall be considered and all transactions shall be recorded and presented to the Corporation at the next regularly scheduled meeting, by the posting of the minutes of the Board meeting by the Secretary.
Vacancies shall be filled by a majority (51%) vote of the members then
serving at a regular or special meeting of the Board.
Board members may be re-elected for as many terms as he/she desires.
The Board may at any regular or special meeting, by a two-thirds (2/3)
majority vote of the Directors then serving, amend and/or change any Article of Incorporation and add or delete any Article of Incorporation, as may be deemed necessary.
Full control of the affairs of the Corporation shall be exercised by or under
the direction of the Board as prescribed in SECTION 300 – General Corporation Law and SECTION 5210 – Corporations for Non-Profit Public Benefit of the State of California.
ARTICLE VIII COMMITTEES
The Board may designate committees considered necessary to further the
objectives of the Corporation by a majority vote of the members then serving. Committees shall consist of three (3) or more persons, one of which shall be designated as Chairman. Committees shall have the authority, powers and duties as given to them by the President/Board, but this shall in no manner relieve them of any responsibility imposed by Public Law, Statue of Regulation, then in force. They may be removed or replaced as provided for in these Articles of Incorporation.
Committees shall serve for periods as determined by the membership. Those
of a continuing nature will ordinarily serve for an indefinite period.
Vacancies will be filled in the same manner as original appointment.
Unless, otherwise specified, a majority of the committee in regular meetings
shall have the authority and power of a full committee.
Committee Chairman will ordinarily attend the meetings of the membership,
a report of the activities of the committee will be made at this time. Brief memorandum reports will be in writing and submitted to the Secretary to be included in the minutes of the meetings.
The President shall appoint a standing committee of two (2) members of the Board and one (1) general member in good standing to a Nominating Committee to investigate and recommend eligible candidates for election to offices of the Corporation. The President will designate the Chairman for that Committee.
The President may delegate authority and powers to Officers and Committee
Chairman, as deemed necessary for the efficient operation of the Corporation.
ARTICLE IX NOMINATIONS AND ELECTIONS
The Nominating Committee shall present a slate of Officers and Directors at
the meeting on the first Tuesday in June. Elections shall take place on the first Tuesday of July.
The Candidates presented by the Nominating Committee shall be elected by secret ballot, one office at a time.
The installation of Officers and Directors shall be held in August. The Vice-
President shall be charged with the installation arrangements.
The President shall appoint three (3) members, not standing for election, to
count ballots and report the results of the election.
The Duly Elected President shall be a member of the Board of Directors and
shall vote only in the case of a tie. The immediate past President shall automatically become a member of the Board of Directors.
A minimum of three (3) Board of Directors shall be elected on the even
calendar years to a two (2) year term of office. A minimum of four (4) Board Directors shall be elected on the odd calendar years to a two (2) year term of office.
The term of office for all elected Board members shall be from August 1
through July 31, two (2) years thereafter.
The term of office for all elected Officers shall be from August 1 through July 31 of the next year.
ARTICLE X DISSOLUTION
Any official of the Corporation may resign office or membership at any time
by submitting a request to the Secretary in writing. Such submission of request shall not relieve said person from responsibility for turning over to the Board all monies, records, materials and information and any other matter that may be of value to the Corporation, which may have come into the resigning persons possession as a result of their activities, as a member of the Corporation. The Board must approve, by a majority vote (51%) of the members then serving, all resignations wherein said person resigning's activities while in the Corporation will in any way adversely affect the Corporation.
The disposal of the property deeded to the Corporation will require a two-
thirds (2/3) majority vote of the regular members at a regular scheduled meeting.
Upon the winding up and dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE XI CONDUCT OF THE CORPORATION AND OFFICERS
A. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any of its members, trustees, officers or other private persons, except that the corporation shall be authorized to pay reasonable compensations for services rendered and make payments and distributions in furtherance of the except purposes.
B. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
C. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
I (we), the undersigned, do hereby certify:
That I am duly elected and acting Secretary of the CAMP LOCKETT EVENT AND EQUESTRIAN FACILITY, INC. a California Corporation.
That the foregoing Articles of Incorporation comprising of nine (9) pages, including this page, constitute the Articles of Incorporation of said Corporation as adopted by the Board of Directors.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation:
Randolph S. Lenac Clifford L. Northcote
2627 Cameron Truck Trail 2292 Lake Morena Drive
Campo, CA 91906 Campo, CA 91906
Past President Vice President
(None) Sherrill E. Vick
31310 Hwy 94
Campo, CA 91906
Event Coordinator Treasurer
Walter W. Palmer Daniel M. Lawrence
2333 Lake Morena Drive 33743 Scenic Mountain Drive
Campo, CA 91906 Campo, CA 91906
Board Member Board Member
Doug Paul Ben Tulloch
915 Camino Del Mar, Suite 225 P.O. Box 100
Del Mar, CA 92014 Pine Valley, CA91962