Chapter 9 Corporate Records and Reports

9.1       This corporation shall keep and maintain:  (a) the original or a copy of the articles of incorporation and bylaws, as amended to the current date, (b) adequate and correct books and records of account; (c) written minutes of the proceedings of its members, board, and committees of the board; and (d) a record of each members name, address, and class of membership.

9.2       The Nonprofit Corporation Law shall govern the rights of inspection of corporate records by directors and members.

9.3       The board shall cause an annual report to be prepared within 120 days after the end of the corporations fiscal year. That report shall contain the following information in appropriate detail:

9.3.1    A balance sheet as of the end of the fiscal year, an income statement, and statement of changes in financial position for the fiscal year, accompanied by an independent accountants report or, if none, by the certificate of an authorized officer of the corporation that they were prepared without an audit from the corporations books and records; and

9.3.2    A statement of the place where the names and addresses of current members are located.

This corporation shall annually notify each member of the members right to receive a copy of the financial report under this Section. Except as provided in the next paragraph of this bylaw, on written request by a member, the board shall promptly

cause the most recent annual report to be sent to the requesting member.

This Section shall not apply if the corporation receives less than $10,000 in gross revenues or receipts during the fiscal year.

9.4       As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall annually prepare and mail or deliver to its members and furnish to its directors a statement of any transaction or indemnification of the following kinds within 120 days after the end of the corporations fiscal year:

9.4.1    Unless approved by members under Corporations Code section 7233(a), any transaction (i) to which the corporation, its parent, or its subsidiary was a party, (ii) which involved more than $50,000 or was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and (iii) in which either of the following interested persons had a direct or indirect material financial interest (a mere common directorship is not a material financial interest):  (1) Any director or officer of the corporation, its parent, or its subsidiary; (2) Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary.  The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, except that, in a partnership in which such person is a partner, only the partnership interest need be stated.

9.4.2    A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation, unless the loan, guaranty, indemnification, or advance has already been approved by the members under Corporations Code section 5034, or the loan or guaranty is not subject to Corporations Code section 7235(a).