BYLAWS for the regulation, except as otherwise provided by statute or its Articles of Incorporation of
SOUTHWEST CHULA VISTA CIVIC ASSOCIATION, INC.
a California Nonprofit Public Benefit Corporation
ARTICLE I - OFFICES
Section 1. Principal Office. The corporation's principal office is fixed and located at 571
Third Avenue, Chula Vista, California 91910. The Board of Directors (herein called the "Board")
is granted full power and authority to change said principal office from one location to another. Any
such change shall be noted on the Bylaws opposite this section, or this section may be amended to
state the new location. The name of the corporation shall be the Southwest Chula Vista Civic Association (hereinafter referred to as the “Corporation”)
ARTICLE II - MEMBERSHIP
Section 1. Members. The corporation shall have two classes of members, voting and
associates (non-voting members). Applicants shall be admitted to membership by filling out an
application and paying dues. Memberships shall be for a fiscal year and expire the day before each
Annual Meeting of the Corporation. Memberships may be renewed for the following year as of the
day of the Annual Meeting. The suggested donations for annual dues are to be set by the Board of
Directors and may be changed from time to time.
(a) Voting members: Must be residents and/or owners of businesses and/or property in
Southwestern Chula Vista. For purposes of this corporation Southwestern Chula Vista is hereinafter
defined as: south of L street and west of the Otay Landfill 1700 Maxwell Road, Chula Vista. Voting
members may vote, hold office, or hold a directorship in the Corporation. Voting members are
entitled to vote by proxy.
(b) Associates / Non-voting members: Associates are persons and or business owners that
live outside of the Southwestern Chula Vista area that would like to support the Corporation
financially or otherwise.
(c) Termination of Membership: Membership rights shall terminate upon the occurrence of
any of the following events:
(i) Upon his or her notice of such termination delivered to the president or secretary
of the corporation personally or by mail, such membership to terminate upon the date of delivery of
the notice or date of deposit in the mail.
(ii) Failure to renew membership, such termination to be effective thirty (30) days
after a written notification of delinquency is given personally or mailed to such member by the
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secretary of the corporation. A member may avoid such termination by paying the amount of
delinquent dues within a thirty (30) day period following the member's receipt of the written
notification of delinquency.
(iii) Expulsion based on the determination by the board of directors that the member
has engaged in conduct materially and seriously prejudicial to the interests or purposes of the
Procedure for Expulsion. Following the determination that a member should
be expelled under subparagraph (a)(2) of this section, the following procedure shall
(1) A notice shall be sent by first-class or registered mail to the last address
of the member as shown on the corporation's records, setting forth the expulsion and
the reasons therefore. Such notice shall be sent at least fifteen (15) days before the
proposed effective date of the expulsion.
(2) The member being expelled shall be given an opportunity to be heard,
either orally or in writing, at a hearing to be held not less than five (5) days before the
effective date of the proposed expulsion. The hearing will be held by the board of
directors in accordance with the quorum and voting rules set forth in these bylaws
applicable to the meetings of the board. The notice to the member of his or her
proposed expulsion shall state the date, time, and place of the hearing on his or her
(3) Following the hearing, the board of directors shall decide whether or not
the member should in fact be expelled, suspended, or sanctioned in some other way.
The decision of the board shall be final.
(4) If this corporation has provided for the payment of dues by members, any
person expelled from the corporation shall receive a refund of dues already paid. The
refund shall be prorated to return only the unaccrued balance remaining for the period
of the dues payment.
(d) All rights of a member in the corporation shall cease on termination of membership as
(e) Notwithstanding any other provision of these bylaws, if any amendment of the articles
of incorporation or of the bylaws of this corporation would result in the termination of all
memberships or any class of memberships, then such amendment or amendments shall be effected
only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit
Section 2. Associates. Nothing in this Article shall be construed as limiting the right of the
corporation to refer to persons associated with it as "members" even though such persons are not
members, and no such reference shall constitute anyone a member, within the meaning of Section
5056 of the California Nonprofit Corporation Law. The corporation may confer by amendment of
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its Articles or of these Bylaws some or all of the rights of a member, as set forth in the California
Nonprofit Corporation Law, upon any person or persons who do not have the right to vote for the
election of directors or on a disposition of substantially all of the assets of the corporation or on a
merger or on a dissolution or on changes to the corporation's Articles or Bylaws, but no such person
shall be a member within the meaning of said Section 5056.
ARTICLE III - DIRECTORS
Section 1. Powers. Subject to limitations of the Articles and these Bylaws, the activities and
affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under
the direction of the Board. The Board may delegate the management of the activities of the
corporation to any person or persons, a management company, or committees however composed,
provided that the activities and affairs of the corporation shall be managed and all corporate powers
shall be exercised under the ultimate direction of the Board. Without prejudice to such general
powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have
the following powers in addition to the other powers enumerated in these Bylaws:
(a) To select and remove all the other officers, agents, and employees of the
corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles,
or these Bylaws, fix their compensation, and require from them security for faithful service.
(b) To conduct, manage, and control the affairs and activities of the corporation and
to make such rules and regulations therefor not inconsistent with law, the Articles, or these Bylaws,
as they may deem best.
(c) To adopt, make, and use a corporate seal and to alter the form of such seal from
time to time as they may deem best.
(d) To borrow money and incur indebtedness for the purposes of the corporation, and
to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and
(e) To carry on a business at a profit and apply any profit that results from the
business activity to any activity in which it may lawfully engage.
Section 2. Number of Directors. The authorized number of directors shall be 13 until
changed by amendment of these Bylaws.
Section 3. Selection and Term of Office. Directors shall be Members of the Corporation and
are elected at each annual meeting of the Board. Each director shall serve until the next annual
meeting of the Board and until a successor has been elected and qualified.
Section 4. Vacancies. Subject to the provisions of Section 5226 of the California Nonprofit
Corporation Law, any director may resign effective upon giving written notice to the Chairman of
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the Board, the President, the Secretary, or the Board, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future time, a successor may be
selected before such time, to take office when the resignation becomes effective.
Vacancies in the Board shall be filled in the same manner as the director(s) whose
office is vacant was selected, provided that vacancies to be filled by election by directors may be
filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining
director. Each director so selected shall hold office until the expiration of the term of the replaced
director and until a successor has been selected and qualified.
A vacancy or vacancies in the Board shall be deemed to exist in the case of death,
resignation, or removal of any director, or if the authorized number of directors is increased.
The Board may declare vacant the office of a director who has been declared of
unsound mind by a final order of court, or convicted of a felony, or found by a final order of
judgment of any court to have breached any duty arising under Section 2, Article 3, of the California
Nonprofit Corporation Law.
No reduction of the authorized number of directors shall have the effect of removing
any director prior to the expiration of the director's term of office.
Section 5. Place of Meeting. Meetings of the Board shall be held at any place within or
without the State of California which has been designated from time to time by the Board. In the
absence of such designation, regular meetings shall be held at the principal office of the corporation.
Section 6. Annual Meetings. The Board shall hold an annual meeting for the purpose of
organization, selection of directors and officers, and the transaction of other business. Annual
meetings of the Board shall be held without call or notice on the third Thursday of January.
Section 7. Regular Meetings. Regular meetings of the Board shall be held without call or
notice on such dates and at such times as may be fixed by the Board.
Section 8. Special Meetings. Special meetings of the Board for any purpose or purposes may
be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary,
or any director.
Special meetings of the Board shall be held upon four (4) days notice by first class
mail or forty-eight (48) hours notice given personally or by telephone, email, telegraph, telex, or
other similar means of communication. Any such notice shall be addressed or delivered to each
director at such director's address as it is shown upon the records of the corporation or as may have
been given to the corporation by the director for purposes of notice or, if such address is not shown
on such records or is not readily ascertainable, at the place in which the meetings of the directors are
Notice by mail shall be deemed to have been given at the time a written notice is
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deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to
have been given at the time it is personally delivered to the recipient or is delivered to a common
carrier for transmission, or actually transmitted by the person giving the notice by electronic means,
to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in
person or by telephone or wireless, to the recipient or to a person at the office of the recipient who
the person giving the notice has reason to believe will promptly communicate it to the receiver.
The notice shall state the time and place of the meeting. It need not specify the
purpose of the meeting, or the place if it is held at the principal executive office.
Section 9. Quorum. A majority of the authorized number of directors constitutes a quorum
of the Board for the transaction of business, except to adjourn as provided in Section 12 of this
Article. 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, unless a greater number
is required by law or by the Articles, except as provided in the next sentence. 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 such
Section 10. Participation in Meetings by Conference Telephone. Members of the Board may
participate in a meeting through use of conference telephone or similar communications equipment,
so long as all members participating in such meeting can hear one another.
Section 11. Waiver of Notice. Notice of a meeting need not be given to any director who
signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or who attends the meeting without protesting the lack
of notice prior to the meeting or at its commencement. All such waivers, consents, and approvals
shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 12. Adjournment. A majority of the directors present, whether or not a quorum is
present, may adjourn any directors' meeting to another time and place. Notice of the time and place
of holding an adjourned meeting need not be given to absent directors if the time and place is fixed
at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for
more than 24 hours, notice of any adjournment to another time or place shall be given prior to the
time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Section 13. Action Without Meeting. Any action required or permitted to be taken by the
Board may be taken without a meeting if all members of the Board shall individually or collectively
consent in writing to such action. Such consent or consents shall have the same effect as a
unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
Section 14. Committees. The Board may appoint one or more committees, each consisting
of two or more directors, and delegate to such committees any of the authority of the Board except
with respect to:
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(a) The approval of any action for which the California Nonprofit Public Corporation
Law also requires approval of the directors or approval of a majority of all directors;
(b) The filling of vacancies on the Board or on any committee;
(c) The fixing of compensation of the directors for serving on the Board or on any
(d) The amendment or repeal of Bylaws or the adoption of the new Bylaws;
(e) The amendment or repeal of any resolution of the Board which by its express
terms is not so amendable or repealable;
(f) The appointment of other committees of the Board or the members thereof;
(g) The expenditure of corporate funds to support a nominee for director after there
are more people nominated for director than can be elected; or
(h) The approval of any self-dealing transaction, as such transactions are defined in
Section 5233(a) of the California Nonprofit Corporation Law.
Any such committee must be created, and the members thereof appointed, by
resolution adopted by a majority of the authorized number of directors then in office, provided a
quorum is present, and any such committee may be designated an Executive Committee or by such
other name as the Board shall specify. The Board may appoint, in the same manner, alternate
members of any committee who may replace any absent member at any meeting of the committee.
In the absence of any such prescription, such committee shall have the power to prescribe the manner
in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise
provide, the regular and special meetings and other actions of any such committee shall be governed
by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be
kept of each meeting of each committee.
Section 15. Fees and Compensation. Directors and members of committees may receive
such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed
or determined by the Board.
Section 16. Interested Directors.
(a) Not more than 49% of the persons serving on the Board may be interested
(b) As used in this section, an "interested person" means either:
(i) Any person currently being compensated by the corporation for services
rendered to it within the previous 12 months, whether as a full- or part-time employee, independent
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contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
(ii) Any brother, sister, ancestor, descendant, spouse, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
(c) The provisions of this section shall not affect the validity or enforceability of any
transaction entered into by this corporation.
ARTICLE IV - OFFICERS
Section 1. Officers. The officers of the corporation shall be Members of the Corporation and
consist of a President, a Secretary, and a Treasurer. The corporation may also have, at the discretion
of the Board, a Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as may be elected or appointed
in accordance with the provisions of Section 3 of this Article. Any number of offices may be held
by the same person except as provided in the Articles or in these Bylaws and except that neither the
Secretary nor the Treasurer may serve concurrently as the President or Chairman of the Board.
Section 2. Election. The officers of the corporation, except such officers as may be elected
or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be
chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective
offices until their resignation, removal, or other disqualification from service, or until their respective
successors shall be elected.
Section 3. Subordinate Officers. The Board may elect and empower the President to appoint
such other officers as the business of the corporation may require, each of whom shall hold office
for such period, have such authority, and perform such duties as are provided in these Bylaws or as
the Board may from time to time determine.
Section 4. Removal and Resignation. Any officer may be removed, either with or without
cause, by the Board at any time or, except in the case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board. Any such removal shall
be without prejudice to the rights, if any, of the officer under any contract of employment of the
Any officer may resign at any time by giving written notice to the corporation, but
without prejudice to the rights, if any, of the corporation under any contract to which the officer is
a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later
time specified therein and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for
regular election or appointment to such office, provided that such vacancies shall be filled as they
occur and not on an annual basis.
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Section 6. Chairman of the Board. The Chairman of the Board, if there is such an officer,
shall, if present, preside at all meetings of the Board and exercise and perform such other powers and
duties as may be from time to time assigned by the Board.
Section 7. President. Subject to such powers, if any, as may be given by the Board to the
Chairman of the Board, if there is such an officer, the President is the general manager and chief
executive officer of the corporation and has, subject to the control of the Board, general supervision,
direction, and control of the business and officers of the corporation. In the absence of the Chairman
of the Board, or if there is none, the President shall preside at all meetings of the Board. The
President has the general powers and duties of management usually vested in the office of president
and general manager of a corporation and such other powers and duties as may be prescribed by the
Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents,
if any are appointed, in order of their rank as fixed by the Board or, if not ranked, the Vice President
designated by the Board, 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 Presidents shall
have such other powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board.
Section 9. Secretary. The Secretary shall keep or cause to be kept, at the principal office or
such other place as the Board may order, a book of minutes of all meetings of the Board and its
committees, with the time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at Board and committee meetings,
and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office in
the State of California, the original or a copy of the corporation's Articles and Bylaws, as amended
The Secretary shall give, or cause to be given, notice of all meetings of the Board and
any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board.
Section 10. Treasurer. The Treasurer is the chief financial officer of the corporation and
shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the corporation. The books of account shall at all times be
open to inspection by any director.
The Treasurer shall deposit all monies and other valuables in the name and to the
credit of the corporation with such depositories as may be designated by the Board. The Treasurer
shall disburse the funds of the corporation as may be ordered by the Board, shall render to the
President and the directors, whenever they request it, an account of all transactions as Treasurer and
of the financial condition of the corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board.
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ARTICLE V - INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
Section 1. Definitions. For the purpose of this article,
(a) "agent" means any person who is or was a director, officer, employee, or other
agent of this corporation, or is or was serving at the request of this corporation as a director, officer,
employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation
that was a predecessor corporation of this corporation or of another enterprise at the request of the
(b) "proceeding" means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative, or investigative; and
(c) "expenses" includes, without limitation, all attorneys' fees, costs, and any other
expenses incurred in the defense of any claims or proceedings against an agent by reason of his
position or relationship as agent and all attorneys' fees, costs, and other expenses incurred in
establishing a right to indemnification under this Article.
Section 2. Successful Defense by Agent. To the extent that an agent of this corporation has
been successful on the merits in the defense of any proceeding referred to in this Article, or in the
defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection with the claim. If an agent either settles
any such claim or sustains a judgment rendered against him, then the provisions of Sections 3
through 5 shall determine whether the agent is entitled to indemnification.
Section 3. Actions Brought by Persons Other than the Corporation. Subject to the required
findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who
was or is a party, or is threatened to be made a party, to any proceeding other than an action brought
by, or on behalf of, this corporation, or by an officer, director or person granted related status by the
Attorney General, or by the Attorney General on the ground that the defendant director was or is
engaging in self-dealing within the meaning of the California Nonprofit Corporation Law, Section
5233, or by the Attorney General or a person granted related status by the Attorney General for any
breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or
was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with the proceeding.
Section 4. Action Brought by or on Behalf of the Corporation.
(a) Claims settled out of court. If any agent settles or otherwise disposes of a
threatened or pending action brought by or on behalf of this corporation, with or without court
approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms
of the settlement or other disposition or for any expenses incurred in defending against the
proceeding, unless it is settled with the approval of the Attorney General.
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(b) Claims and suits awarded against agent. This corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending, or
completed action brought by or on behalf of this corporation by reason of the fact that the person is
or was an agent of this corporation, for all expenses actually and reasonably incurred in connection
with the defense of that action, provided that both of the following are met:
(i) The determination of good faith conduct required by Section 5, below,
must be made in the manner provided for in that Section; and
(ii) Upon application, the court in which the action was brought must
determine that, in view of all of the circumstances of the case, the agent should be entitled to
indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine
the appropriate amount of expenses to be reimbursed.
Section 5. Determination of Agent's Good Faith Conduct. The indemnification granted to
an agent in Sections 3 and 4 above is conditioned on the following:
(a) Required standards of conduct. The agent seeking reimbursement must be found,
in the manner provided below, to have acted in good faith, in a manner he believed to be in the best
interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use in similar circumstances. The termination of any proceeding by
judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not,
of itself, create a presumption that the person did not act in good faith or in a manner which he
reasonably believed to be in the best interest of this corporation or that he had reasonable cause to
believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have
had no reasonable cause to believe that his conduct was unlawful.
(b) Manner of determination of good faith conduct. The determination that the agent
did act in a manner complying with Paragraph (a) above shall be made by:
(i) the Board by a majority vote of a quorum consisting of directors who are
not parties to the proceeding; or
(ii) the court in which the proceeding is or was pending. Such determination
may be made on application brought by this corporation or the agent or the attorney or other person
rendering a defense to the agent, whether or not the application by the agent, attorney, or other
person is opposed by this corporation.
Section 6. Limitations. No indemnification or advance shall be made under this Article,
except as provided in Sections 2 or 5(b)(ii), in any circumstance when it appears:
(a) That the indemnification or advance would be inconsistent with a provision of
the articles, a resolution of the members, or an agreement in effect at the time of the accrual of the
alleged cause of action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or
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(b) That the indemnification would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be
advanced by this corporation before the final disposition of the proceeding on receipt of an
undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined
ultimately that the agent is entitled to be indemnified as authorized in this Article.
Section 8. Contractual Rights of Non-directors and Non-officers. Nothing contained in this
Article shall affect any right to indemnification to which persons other than directors and officers
of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
Section 9. Insurance. The Board may adopt a resolution authorizing the purchase and
maintenance of insurance on behalf of any agent of the corporation against any liability other than
for violating provisions against self-dealing asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such, whether or not this corporation would have the power to
indemnify the agent against that liability under the provisions of this section.
ARTICLE VI - RECORDS, REPORTS AND OTHER PROVISIONS
Section 1. Maintenance of Corporate Records. The corporation shall keep:
(a) Adequate and correct books and records of account;
(b) Minutes in written form of the proceedings of its members, if any, Board, and
committees of the Board.
All such records shall be kept at the corporation's principal executive office, or if its
principal executive office is not in the State of California, at its principal business office in this state.
Section 2. Inspection by Directors. 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 corporation. This inspection by a director may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make extracts of documents.
Section 3. 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 4. Amendments. These Bylaws may be amended or repealed by the approval of the
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CERTIFICATE OF ADOPTION OF BYLAWS
SOUTHWESTERN CHULA VISTA CIVIC ASSOCIATION, INC.
Adoption by Incorporator:
The undersigned person, designated in the Articles of Incorporation to act as Incorporator of the
above-named corporation, hereby adopts these Bylaws as the Bylaws of said corporation.
Executed this _______ day of _______, 2007.
Ned Ardagna, Esq., Incorporator
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CERTIFICATE OF SECRETARY
I DO CERTIFY AS FOLLOWS:
That I am the duly elected, qualified and acting Secretary of the above-named corporation.
That the foregoing Bylaws were adopted as the Bylaws of said corporation on the date set forth
above by the Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this
_______ day of _______, 2007.
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