WASHINGTON, D.C. – The U.S. Consumer Product Safety Commission (CPSC) announced today that Gree Electric Appliances Inc., of Zhuhai, China; Hong Kong Gree Electric Appliances Sales Co. Ltd., of Hong Kong; and Gree USA Sales Ltd., of City of Industry, Calif., have agreed to pay a $15.45 million civil penalty to the government.
The penalty settles charges that Gree:
Barber v. State
Georgia Court of Appeals, Criminal Case (10/26/2012, 11/5/2012) A12A1624
CRIMINAL PRACTICE: Arson, Accident, Jury Charges, Intent, Insurance Fraud
Alert: The statute defining first degree arson, OCGA § 16-7-60 (a) (3), does not require that the accused set the fire with the intent to defraud the insurer, only that the accused knowingly damage[d] by fire or explosive any insured dwelling without the insured's consent.
Headnote: The Court of Appeals affirmed Kelvin D. Barber Jr.'s conviction for first degree arson, as the evidence supported it. The Court held that the trial court did not erred in failing to charge the jury on Barber's sole defense of accident. Barber argued that he did not have the requisite intent under OCGA § 16-7-60 (a) (3) because he set the fire in order to commit suicide, not to burn or damage the house or cause loss to the insurer. He further argued that the evidence was insufficient to show that he set the fire knowing it would spread to or cause damage to other parts of the house. But the Court explained that § 16-7-60 (a) (3) does not require that the accused set the fire with the intent to defraud the insurer, only that the accused knowingly damage[d] any insured dwelling without the insured's consent by fire or explosive. Here, the evidence, including Barber's statement to the fire investigators, showed that Barber: poured gasoline and lighter fluid throughout the house and garage, and not just on his person, ripped up books and papers and spread them throughout the upper levels of the house as well, and told investigators that he intended for the house to burn, in addition to the vehicle he was inside. Barber also argued that the trial court should have charged the jury on his sole defense of accident, arguing that there was at least slight evidence to warrant the charge. But the Court found that the trial court's charge, given pursuant to Barber's request at trial, included the accident theory of defense.
From Out of the Abyss...
This week's article is from the June 1950 Vol V, No. 5 issue of the California Conference of Arson Investigators newsletter and was written by Lowell W. Bradford.
Physical Evidence Aspects of Fire Investigation
Bugatti is recalling certain model year 2006-208 Veyron vehicles manufactured October 3, 2006, to December 22, 2006. In the affected vehicles, the positive battery (B+) cable and the connection to the alternator may corrode.
The corrosion may result in the battery positive cable overheating, increasing the risk of a fire.
Click here for details.
This recall involves Ryobi 40-Volt Brushless Snow Blowers. Item number RY40802 is printed on the data label on the back of the blowers. The snow blowers are black and green with two LED lights located on the front of the unit and are approximately 22 inches wide by 43 inches tall. “RYOBI” is printed on the front of the snow blowers. The models included in this recall are RY40802, RY40802A and RY40822. The model numbers are printed on the packaging. “40 V” is printed on each side of the snow blowers.
Go to CPSC for more details.
Jaguar Land Rover North America, LLC (Jaguar) is recalling certain model year 2010 Jaguar XF vehicles manufactured December 17, 2008, to April 15, 2009. The affected vehicles have a fuel tank with an outlet flange that may crack, allowing fuel to leak onto the ground.
A fuel leak in the presence of an ignition source may increase the risk of a fire.
California Conference of Arson Investigators
Constitution and By Laws
ESTABLISHED JUNE 20, 1960
REVISED MARCH 30, 2015
The name of this Corporation shall be:
California Conference of Arson Investigators
A California Mutual Benefit Corporation
This Corporation is Chapter 22 of the International Association of Arson Investigators
SECTION 1. PRINCIPAL OFFICE
The Principal Office for the transaction of the business of the Corporation (“Principal Office”) shall be located in the State of California at places from time to time designated by the Board of Directors. The Directors may change the Principal Office from one location to another within the State of California. As of February 1, 2006, the Principal Office of the Corporation is located at 1279 N. White Ave., Pomona, California 91768.
SECTION 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.
This Corporation has been formed under the California Mutual Benefit Corporation Law for the purposes described herein below at Article XV, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation except as allowed by law, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.
The Association shall not be operated for profit, and its funds may not be used to align with any political body, group or person to advance the candidacy of any individual for public office.
DEDICATION OF ASSETS
The properties and assets of this non-profit Corporation are irrevocably dedicated to fulfillment of the Objectives and Purposes of this Corporation as set forth in Article XV hereof. No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise, shall inure to the exclusive benefit of any private person or individual or any member or Director of this Corporation except in fulfillment of said Objectives and Purposes. On liquidation or dissolution, all properties and assets and obligations shall be distributed pursuant to the nonprofit provisions of the California Corporations Code then in effect.
There shall be five classes of membership in the Corporation: Active Membership, Associate Membership, Life Membership for Distinguished Service, Sustaining Membership, and Student Membership.
SECTION 1. MEMBERSHIP QUALIFICATIONS
Active Membership: Any person eighteen years of age or over, of good moral character, who is a representative of a governmental agency, the military, a public utility, the legal profession, an insurance company, a business, or an industrial concern, who is at the time of application, or who was for a period of five consecutive years, actively engaged in some phase of fire suppression, fire investigation, or the prevention of arson.
Associate Membership: Any person eighteen years of age or over, not otherwise qualified for Active Membership may become an Associate Member after review and determination of qualifications by the Membership Committee. Associate Members shall have the rights and privileges of Active Members, except voting and holding office.
Life Membership for Distinguished Service: The Board of Directors may bestow Life Membership status upon the following that shall then have all rights and privileges of an Active Member without payment of dues:
Sustaining Membership: Any person eighteen years of age or over, as well as any corporation, business or other organization interested in furthering the purposes and objectives of the Corporation may be granted Sustaining Membership in the Corporation. Sustaining Members shall have the rights and privileges of Active Members, except voting and holding office.
Student Membership: A student membership may be awarded to a student eighteen years old or over, currently enrolled in a college level Fire Science, Fire Engineering, Criminal Justice, or Administration of Justice. The student membership is not open to anyone that qualifies for other membership classes. Student Members shall have the rights and privileges of Active Members, except voting and holding office.
All membership applications shall be reviewed by the Membership Committee. In the sole discretion of the Membership Committee, if such applicant possesses qualifications for a membership class, the Committee shall recommend to the Board of Directors that the applicant be accepted for membership. If, in the sole discretion of the Membership Committee, the applicant does not possess qualifications for membership, the Committee shall recommend to the Board of Directors that the applicant be denied membership. Each applicant must submit such additional information as may be required by the Membership Committee to determine eligibility for membership. All information submitted on the written application shall be subject to verification by the Membership Committee. Concealment of information material to the determination of membership qualifications, or submission of false information on the membership application shall be grounds for denial or termination of membership in the Corporation.
Once approved by the Membership Committee, all applicants for membership will receive temporary status as such until the next meeting of the Board of Directors. During this temporary status period, an applicant’s membership may be revoked in the sole discretion of the Board of Directors.
Each membership application, together with the recommendation of the Membership Committee, shall be submitted to the Board of Directors for final determination at the next regularly scheduled meeting of the Board of Directors. The Board of Directors shall then, in its sole discretion, accept or deny the applicant’s membership in the Corporation.
Personal Qualifications: To be eligible for membership in CCAI, the following qualifications shall be applicable:
Good Standing: A member is considered to be in good standing if the member is current with payment of annual dues and if membership in the Corporation has not been terminated or suspended.
Transfer of Memberships: Members may not transfer their membership to any other person or organization.
Active Pending Membership: Pending members will have full rights and responsibilities for their membership class, pending full approval of their application by the Board of Directors.
Cost of Membership: The annual cost and level of membership classes shall be determined and established by the Board of Directors from year to year.
SECTION 2. ADVERSE ACTIONS OR GRIEVANCES AGAINST A MEMBER OR THE CORPORATION
All adverse actions that may result in suspension or termination will follow the Procedures of the Ethical Practice and Grievance Committee. These procedures are in place to insure that all members receive fair consideration while maintaining and protecting the high degree of professionalism and integrity of the membership of the CCAI and, additionally, to protect the public and the association membership from violations of rules or codes of CCAI.
The Board of Directors may place on probation, censure, suspension, or terminate the membership of any member or revoke a CCAI CFI certification, accreditation or designation. All adverse actions or a grievance taken against a member or the Corporation will be reviewed by the Ethical Practice and Grievance Committee. (Refer to EP&G SOG)
The Board of Directors may, upon receipt and after initial review of the circumstances, temporarily suspend the membership of any member pending evaluation by the Ethical Practices and Grievances Committee.
Actions requiring referral to the Ethical Practices and Grievances Committee shall include but are not limited to:
SECTION 3. TERMINATION OF MEMBERSHIP
CAUSES OF TERMINATION. The membership of any Active, Associate, Life, Sustaining, or Student member shall be terminated upon the occurrence of any of the following events:
Reinstatements. Any former member may be reinstated in the Corporation at the discretion of and by the consent of a majority of the Board of Directors, provided, however, that if such a former member shall have been in arrears in the payment of dues or other financial obligation to the Corporation at the time of his separation, he shall be required to pay to the Corporation all such arrears as a condition to his reinstatement, unless the Board of Directors, by majority and for good cause, shall waive the payment thereof. In this instance, the member's original join date shall be retained. If a member has been terminated for more than one year for nonpayment of dues only, the member shall have the option of reapplying for membership, subject to meeting the qualifications outlined in this article, without paying arrearage. In such cases, the member shall be assigned a new join date. The member shall not be able to claim, advertise or otherwise reference his/her join date to imply uninterrupted membership.
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETING
Meetings of the membership shall be held at any place or time within or outside the state of California designated by the Board of Directors. In the absence of any such designation, members’ meetings shall be held at the Principal Office of the Corporation.
SECTION 2. ANNUAL MEETING
The Annual Meeting of members shall be held during the first seminar of the year as determined by the Board of Directors, unless the Board of Directors fixes another date and so notifies the members as provided in Article VI, Section 4. General and Special Meetings of members shall be held, as ordered by the Directors, from time to time as stated below.
SECTION 3. SPECIAL MEETING
Authorized Persons Who May Call a Special Meeting. A Special Meeting of the members may be called at any time by any of the following: The Board of Directors or the President. Special Meetings of the members may also be called by ten percent (10%) or more of the members.
Calling Meetings by Members. If a Special Meeting is called by members other than the President, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail to the President, any Vice-President or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the members, in accordance with the provisions of Article VI, Sections 4 and 5, that a Special Meeting will be held, and the date for such Meeting, which date shall be not less than 30 nor more than 90 days following the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons requesting the Special Meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a Meeting of members, whether a Special Meeting or otherwise, may be held if the Meeting is called by action of the Board of Directors.
SECTION 4. NOTICE OF MEMBERS’ MEETING
General Notice Contents. The notice shall specify the place, date, and hour of the Meeting. In the case of a Special Meeting, the general nature of the business to be transacted shall be stated in the notice, and in that case, no other business may be transacted. In the case of the Annual Meeting, the notice need not contain a list of specific items of business to be transacted.
Manner of Giving Notice. Notice of any Meeting of the membership shall be given by any or all of the following methods:
SECTION 5. QUORUM
Quorum: The members present at a duly noticed Membership Meeting shall constitute a quorum and may transact the business of the Corporation.
SECTION 6. ADJOURNED MEETING
Any Annual or Special Membership Meeting may be adjourned by the vote of the majority of the members present at the Meeting. No other business may be transacted at the Meeting, except as provided in this Article.
SECTION 7. VOTING
Eligibility to Vote. All active and life members present and in good standing as of the date of the vote, are entitled to vote. No proxy votes shall be allowed.
Manner of Casting Votes. Manner of casting votes shall be determined by Board of Directors.
Majority Vote Required. Unless Otherwise Specified, the affirmative vote of a simple majority of the voting members, in good standing and physically present at the Meeting shall be the act of the members.
ELECTION OF OFFICERS AND DIRECTORS
SECTION 1. NOMINATIONS AND SOLICITATIONS FOR VOTES
Nominating Committee. The President shall, upon assuming office, appoint the Nominating Committee which shall include but not be limited to the two most immediate Past-Presidents of the Corporation, to solicit qualified candidates for election as Officers and Directors of the Corporation.
Time for Submission of Nominations. The Nominating Committee shall receive nominations for office by a date established by the Board of Directors.
Submission of Slate of Candidates. Upon the close of nominations, the Nominating Committee shall then present a proposed slate of candidates for election as Officers and Directors of the Corporation, verified by the Nominating Committee as meeting the qualifications for office as established by the Board of Directors. Prior to the General Election, the membership shall be notified of the list of candidates, by office, posted in any Corporation publication and/or on the Corporation website.
Nominations by Members. Members in good standing, possessing the qualifications established by the Board of Directors, may be nominated by any Active Member then in good standing, or personally, by completing and submitting the Nomination Qualification Form to the Principal Office of the Corporation for dissemination to all members of the Nominating Committee.
Publications. If the Corporation now or hereafter publishes, owns, or controls a magazine, newsletter, or other publication, or a website, and publishes or posts information regarding any candidate for office or Director, it shall make space available of reasonably equal size and prominence, to all other candidates for that election, with such costs or limitations as established by the Board of Directors.
Use of Corporate Funds to Support Nominee. No Corporation funds may be expended to support a candidate for Officer or Director.
SECTION 2 ELECTIONS AND TERM OF OFFICE
Officers and Directors shall be elected at each Annual Meeting of the members. Directors shall hold office for a three (3) year term; however, if any Annual Meeting is not held or the Directors are not elected at any Annual Meeting, they may be elected at any Special Meeting held for that purpose.
Term of Office. Each Officer and Director, including an Officer and/or Director appointed to fill a vacancy or elected at a Special Meeting shall hold office until expiration of the term for which appointed or elected and until a successor has been appointed or elected.
The term of office of the President, the two Vice-Presidents, the immediate Past-President, and all ex officio officers shall be for one (1) year.
The positions of Secretary and Treasurer are ex officio Board of Directors positions with voting privileges, which will be appointed by each incoming President with the approval of the Board of Directors. The President, with the approval of the Board of Directors, is also authorized to appoint ex officio, non-voting, members of the Board of Directors.
SECTION 3. VOTE REQUIRED TO ELECT OFFICERS AND DIRECTORS
Candidates receiving the highest number of votes shall be elected as Officers and Directors.
SECTION 4. REMOVAL OF OFFICER OR DIRECTOR
Any Officer or Director may be removed, for cause, by a 2/3 vote of the voting members of the Board of Directors physically or telephonically in attendance at any regular or special Meeting the Board of Directors.
SECTION 1. POWERS
General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation, or the Constitution and Bylaws of the Corporation relating to action required to be approved by the members, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
Board of Directors. The Board of Directors shall consist of the following 12 individuals: President, First Vice President, Second Vice President, Treasurer, Secretary, Immediate Past President, and the six Directors.
Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Board of Directors shall have the power to:
SECTION 2. NUMBER AND QUALIFICATIONS OF DIRECTORS
The authorized number of the Board of Directors shall be six (6). Officers and Directors need not be residents of the State of California. Ex officio members of the Board need not be residents of the State of California or hold membership in the Corporation. Ex officio members of the Board of Directors shall serve at the will of the President, for terms of one year. Other Qualifications shall be established by the Board of Directors.
SECTION 3. VACANCIES
Events Causing Vacancy. Vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following:
Resignations. Any Director may resign, which resignation shall be effective on giving written or verbal notice to the President. The President shall acknowledge and confirm all resignations in writing to the resigning Officer or Director. The President, subject to the approval of the Board of Directors, shall then appoint a qualified successor to fill the vacancy for the unexpired term. No Director may resign if such resignation would leave the Corporation without a quorum of duly elected Directors in charge of its affairs.
No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.
SECTION 4. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular Meetings of the Board of Directors may be held at any place within or outside the state of California that has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, Regular Meetings shall be held at the Principal Office of the Corporation. Special Meetings of the Board shall be held at any place within or outside the state of California that has been designated in the notice of the Meeting or, if not stated in the notice, or if there is no notice, at the Principal Office of the Corporation. Notwithstanding the above provisions of Article VIII, Section 5, a Regular or Special Meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the Meeting. If consents are given, they shall be filed with the minutes of the Meeting.
Meeting by Electronic Medium. Any Meeting, whether Regular or Special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the Meeting can hear one another, in which case all such Directors shall be deemed to be present in person at such Meeting.
SECTION 5. ANNUAL BOARD OF DIRECTORS MEETING
At each Annual General Membership Meeting of members, the Board of Directors shall hold a Regular Meeting for the purpose of organization, and the transaction of other business.
SECTION 6. OTHER REGULAR MEETINGS
Other Regular Meetings of the Board of Directors shall be held at such time and location as fixed by the President.
SECTION 7. SPECIAL MEETINGS
Authority to Call. Special Meetings of the Board of Directors, for any purpose, may be called at any time by the President or any Vice-President, the Secretary or one-third of the authorized number of Directors.
Notice, Manner of Giving. Notice of the time and place of Special Meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first- class mail, postage prepaid; (c) telephone or, (d) other digital methods, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director. All such notices shall be given or sent to the Director's address or telephone number as shown on the membership records of the Corporation.
Notice of Contents. The notice shall state the time and place for the Meeting. However, it need not specify the purpose of the Meeting, or the place of the Meeting, if it is to be held at the Principal Office of the Corporation.
Any action required or permitted to be taken by the Board of Directors may be taken at a Special Meeting called by the President, or any Vice-President, the Secretary, or one-third of the authorized number of Directors. Such action, taken at a Special Meeting, shall have the same force and effect as action taken at any Regular Meeting of the Board of Directors. The action taken at any Special Meeting shall be recorded in the minutes, which shall then be subject to approval at the next Regular Meeting of the Board of Directors.
SECTION 8. DIRECTORS QUORUM
A majority of the authorized number of Officers/Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Officers/Directors present at a Meeting duly held, at which a quorum is present, shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law.
SECTION 9. WAIVER OF NOTICE
The transactions of any Meeting of the Board of Directors, however called and noticed, and wherever held, shall be as valid as having taken place at a Meeting duly held after regular call and notice, if a quorum is present. The waiver of notice or consent need not specify the purpose of the Meeting. All waivers, consents and approvals shall be filed with the Corporate records or made a part of the minutes of the Meeting. Notice of a Meeting shall also be deemed given to any Director who attends the Meeting without protesting before or at its commencement about the lack of adequate notice.
SECTION 10. ADJOURNMENT
A majority of the Directors present, whether or not constituting a quorum, may adjourn any Meeting to another time and place. Notice of the time and place of holding an adjourned Meeting need not be given unless the Meeting is adjourned for more than 24 hours, in which case personal notice of the 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 11. FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable.
SECTION 1. COMMITTEES
With the sole exception of the Executive Board Committee, all committees shall be appointed by and serve at the will of the President.
SECTION 2. EXECUTIVE BOARD COMMITTEE
The Executive Board Committee shall, from year to year, be comprised of the current President, First Vice President, Second Vice President, Secretary, Treasurer and Immediate Past President of the Corporation.
Executive Board Committee’s Function. The Executive Board Committee’s function is to lead the Corporation using a team-management approach. The Executive Board Committee’s function is to provide policy recommendations to the Board of Directors, from which corporate policies can be established and implemented. The Executive Board Committee is empowered to implement tasks and assignments as may from time to time be needed. However, the Executive Board Committee is not empowered to unilaterally establish corporate policies nor shall the Executive Board Committee independently take any final action on matters requiring Board approval.
SECTION 3. STANDING COMMITTEES
All committees shall research and report to the President and/or Board of Directors their findings on assigned subjects. Committees shall not independently take any final action on matters requiring Board approval. The following Standing Committees shall be appointed annually by the President:
The President may also appoint other Ad Hoc committees as needed.
SECTION 1. OFFICERS
The Officers of the Corporation shall be comprised of the following five individuals: the President, the First Vice President, the Second Vice President, the Secretary, and the Treasurer. The Officers of the Corporation, together with the Immediate Past President, are members of the Executive Board as well as the Board of Directors of the Corporation.
SECTION 2. TERM OF OFFICE
The Officers of the Corporation shall hold office from the time of their election and qualification, for terms of one year, or until the elections and qualification of their respective successors. Officers shall assume their respective offices upon installation.
SECTION 3. DUTIES AND RESPONSIBILITIES OF OFFICERS
President. Subject to such supervisory powers as may be given by the Board of Directors, the President shall direct the execution of the activities of the Corporation and preside at meetings of the Corporation, the Executive Board, and the Board of Directors. The President shall generally supervise, direct, and control the business and the officers of the Corporation. The President shall preside at all Meetings of the members and at all Meetings of the Board of Directors. The President shall appoint appropriate committees for the conduct of the activities of the Corporation. At each Annual Meeting of the Corporation, the President shall also announce to the members the names of those individuals appointed to serve on the Nomination Committee. The President shall have such other powers and duties as may be prescribed by the Board of Directors and/or the Bylaws.
Vice President(s). In the absence or disability of the President, the Vice President(s), if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President(s) shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors and/or the President.
Secretary. The secretary shall attend to the following:
Treasurer. The Treasurer shall attend to the following:
SECTION 4. VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled only in the manner prescribed in these Bylaws. In the event of a vacancy in any office, the President, subject to the approval of the Board of Directors, shall appoint an Active Member, in good standing, to fill the unexpired term of the vacant office.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
SECTION 1. DEFINITIONS
For the purpose of this Article XI:
"Agent" means an Officer, Director or ex officio member of the Board of Directors while acting on behalf of and in the course and scope of the business of the Corporation.
"Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative.
"Expenses" include, without limitation, attorney's fees, costs, and other documented expenses incurred in any proceeding to which an Agent is a party by reason of his status as an Agent of this Corporation.
SECTION 2. INDEMNIFICATION OF AGENT
In the event an Agent of this Corporation is a party to and is required to defend any proceeding referred to in this Article, and to the extent not covered by insurance, this Corporation may, but is not obligated to defend and/or indemnify, or contribute to the defense and indemnification of, such Agent.
SECTION 3. INSURANCE
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent of the Corporation against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such. Any insurance so procured shall be independent of, primary to and non-contributing with any defense, indemnification or contribution to same, as may be extended by this Corporation.
SECTION 4. FIDUCIARIES OR CORPORATE EMPLOYEE BENEFIT PLAN
This Article XI does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the Corporation as defined in section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
RECORDS AND REPORTS
SECTION 1. INSPECTION RIGHTS
Any member of the Corporation in good standing may submit a written request to the Board of Directors to inspect the records of Members' names and such contact information as may be approved by the Board for general distribution to the general membership. The Board of Directors shall, in its sole discretion, determine whether and to what extent requested information shall be released or withheld. The Board of Directors, also in its sole discretion, may delegate the power to respond to such information requests to a Special Committee or individuals, but within Board approved parameters.
SECTION 2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS
The Corporation shall keep at its Principal Office, the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the members’ at all reasonable time during office hours.
SECTION 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
The accounting books, records, and minutes of proceedings of the members and the Board of Directors and any committee(s) of the Corporation shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the Principal Office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. The minutes and accounting books and records shall be open to inspection on the written demand of any member, in good standing, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member.
SECTION 4. INSPECTION BY DIRECTORS
Every Director shall have the right at any reasonable time to personally inspect all books, records and documents of every kind and the physical properties of the Corporation.
SECTION 5. ANNUAL REPORT
The annual report to the members referred to in the California Nonprofit Corporation Law is expressly dispensed with insofar as allowed by law, but nothing in these Bylaws shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the members of the Corporation as they consider appropriate. The President, Board members and other responsible individuals shall provide a report of the fiscal responsibility and other issues deemed important as well as any information required by the California Corporations Code, Section 6322 by the President/Board of Directors at the Annual Meeting.
CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the Corporation and a natural person.
SECTION 1. AMENDMENT BY MEMBERS
New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members.
SECTION 2. AMENDMENT BY DIRECTORS
Subject to the right of members under Article XIV, Section 1, above, other than a Bylaw fixing or changing the authorized number of Directors, these Bylaws may be adopted, amended, or repealed by the Board of Directors. However, if the Articles of Incorporation or Bylaws adopted by the members provided for an indefinite number of Directors within specified limits, the Directors may adopt or amend a Bylaw fixing the exact number of Directors within those limits.
SECTION 3. SPECIAL RULES, STANDING RULES, AND POLICIES
From time to time Special Rules, Standing Rules, Guidelines, and Policies may be adopted and abolished by a majority of the Directors at a Board of Directors meeting, as long as these are not in conflict with these Bylaws.
SECTION 4. PARLIAMENTARY GUIDENCE
Parliamentary guidance for rules of order, procedures, and actions will be established by the Board of Directors.
SECTION 5. PROFESSIONAL CONDUCT
All members of the Association shall comply with the Code of Ethics, which shall set out the personal and professional conduct expected of members. The Code shall be established and may be amended from time to time by the Board of Directors by Resolution.
OBJECTIVES AND PURPOSES
The objectives of this Corporation shall be as set forth in the original Articles of Incorporation filed with the Secretary of State of the State of California on June 20, 1960.
CERTIFICATE OF SECRETARY
I, the undersigned, certify that I am the presently appointed and acting Secretary of the CALIFORNIA CONFERENCE OF ARSON INVESTIGATORS, a California Mutual Benefit Corporation, and the above revised Bylaws, consisting of ____pages, are the Bylaws of this Corporation as adopted at a Meeting of the General Membership held on the ____Day of ________ 2015, in the City of San Luis Obispo, California.
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