Amended Bylaws
of
THE CALIFORNIA OM ASSOCIATION
A California Public Benefit Corporation

ARTICLE 1
OFFICES

The principal office of the corporation for the transaction of its business is located in the County of Residence of the current State Director, who serves as Chief Executive Officer of the Corporation and Chairperson of the Board of Directors.

SECTION 2. OTHER OFFICES

The corporation may also have offices at such other locations where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.

ARTICLE 2

PURPOSES

SECTION 1. MISSION STATEMENT

The California OM Association (CAOM) nurtures and celebrates creativity, develops team problem-solving skills and promotes divergent thinking for participants of all ages throughout California. CAOM encourages people to seek help when acquiring skills and to look within themselves for inspiration. With the skills of creativity, self-respect, cooperation and understanding of others, participants will use their knowledge to travel uncharted paths to help make the world a better place in which to live.

The primary objectives and purposes of this corporation shall be to:
(a) Promote creativity and creative problem solving skills to the youth of California.
(b) Conduct activities such as tournaments, program enhancement sessions, training, seminars and other activities that promote creativity and creative problem solving.
(c) Support the efforts of the regions in promoting creativity and creative problem solving.
(d) Encourage and recognize good sportsmanship.

ARTICLE 3

BOARD OF DIRECTORS

The corporation shall have a minimum of eight (8) directors and collectively they shall be known as the Board of Directors. Directors may be added, as needed, by a majority vote of a quorum of the Board of Directors. The minimum number may be decreased by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. Each Board position shall have only one (1) vote.

SECTION 2. POWERS

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 3. DUTIES

The Directors shall:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
(b) Conduct themselves at all times in a manner to support the Mission, Objectives and Purposes of CAOM as stated in Article II, Sections 1 and 2.
(c) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(d) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(e) Meet at such times and places as required by these Bylaws;
(f ) Register their addresses with the Secretary of the corporation and notices of meetings mailed, postal or electronic, sent by facsimile or telegraphed to them at such addresses shall be valid notices thereof.

SECTION 4. TERMS OF OFFICE

Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected with the exception of the following board positions which shall be for three (3) years, State Director, Vice Chair, Secretary, Treasurer and Regional Representatives.

SECTION 5. COMPENSATION

Directors shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:
(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
(b) 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.

SECTION 7. PLACE OF MEETINGS

Meetings shall be held at such place within or without the State of California which has been designated by the Board of Directors. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can communicate with one another. Meetings will be carried out in accordance with Section 8 and Section 9, following, and shall follow Section 10 as to Notice of meetings.

SECTION 8. REGULAR AND ANNUAL MEETINGS

Regular meetings of the Board shall be held quarterly on the third (3rd) Saturday of the first (1st) month of each calendar quarter, except the Spring Meeting (2nd quarter) which will be held the day after the State Tournament, unless such days fall on a legal holiday, in which event the Board may change the date. Notice of such change of date shall be in accordance with Section 10 of this Article.
At the annual meeting of directors held on the third (3rd) Saturday of July, directors shall be elected by the Board of Directors. Cumulative voting by directors for the election of directors shall not be permitted.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the State Director, the Vice Chair, the Secretary, the Treasurer or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting.

SECTION 10. NOTICE OF MEETINGS

Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally, by telephone, by telegraph, by electronic mail, or facsimile transmission. The notice shall be deemed to be delivered on its deposit in the mails, postal or electronic, on its delivery to the telegraph company or upon completed facsimile transmission. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding a meeting that has been adjourned, within twenty-four hours (24) from the adjournment, need not be given to absent directors if the time and place of the subsequent meeting are fixed at the meeting adjourned. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the subsequent meeting is held more than twenty-four (24) hours from the time of the original adjourned meeting.

SECTION 11. CONTENTS OF NOTICE

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting.

SECTION 12. QUORUM FOR MEETINGS

A quorum shall consist of fifty percent (50%) of the number of Directors plus one (1). Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

SECTION 13. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority, or a two-thirds vote for those certain acts and decisions requiring two-thirds vote by these Bylaws, present at a meeting duly held at which a quorum is present is the act of the Board of Directors. Proxy votes shall not be permitted.

SECTION 14. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the State Director in the capacity of the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the Vice Chair, or in his or her absence by the Secretary or by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, unless, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with the provisions of law.

SECTION 15. ACTION BY WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board are duly notified and a majority or two-thirds, if so required by these Bylaws, shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

SECTION 16. VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
The Board of Directors may declare vacant the office of a director who has been absent at two (2) consecutive meetings, regular or annual.
The directors may be removed without cause by a two-thirds vote of the directors then in office.
Any director may resign effective upon giving written notice to the State Director, or if in the death or incapacity of the State Director, the Vice Chair, Secretary, or the Board of Directors. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director.
A person elected to fill a vacancy as provided by this Section shall hold office for the remainder of that office's term or until his or her death, resignation or removal from office.

SECTION 17. NON-LIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 19. INSURANCE FOR CORPORATE AGENTS

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.

ARTICLE 4

OFFICERS

The officers of the corporation shall be a Chairperson of the Board, who shall be designated as State Director, a Vice Chairperson of the Board, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. Neither the Secretary nor the Treasurer may serve as the Chairperson of the Board. No related persons, as defined in Article 2, Section 6, Paragraph B., may serve as both Chairperson, Vice Chairperson and Secretary or Treasurer.

SECTION 2. ELECTION AND TERM OF OFFICE

Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

SECTION 3. REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by a majority vote of a quorum of the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson of the Board or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of State Director, such vacancy may be filled temporarily by appointment by the State Director until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Upon any and all changes of officers, the Board of Directors shall cause an audit of the books, records, accounts, assets and inventories maintained, held in custody and/or trust by the departing officer. Said audit must be completed within thirty (30) days of the effective date of the change of officers.

SECTION 6. DUTIES OF CHAIRPERSON OF THE BOARD (STATE DIRECTOR)

The Chairperson of the Board shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers.
The Chairperson shall:
(a) Perform all duties incident to the office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
(b) Preside at all meetings of the Board of Directors.
(c) In the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors, except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws.

SECTION 7. DUTIES OF VICE CHAIRPERSON OF THE BOARD

The Vice Chairperson of the Board shall be the assistant to the executive officer of the corporation and shall, subject to the control of the Board of Directors, help supervise and control the affairs of the corporation and the activities of the officers.
The Vice Chairperson shall:
(a) perform all duties incident to the office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
(b) Preside at all meetings of the Board of Directors where the Chairperson is not able to preside.

SECTION 8. DUTIES OF SECRETARY

In the absence of the Chairperson of the Board, or in the event of his or her inability or refusal to act, the Secretary shall perform all the duties of the Chairperson of the Board, and when so acting shall have all the powers of, and be subject to all the restrictions on the Chairperson of the Board.
The Secretary shall:
(a) Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.
(b) Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
(c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
(d) Be custodian of the records.
(e) Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the directors of the corporation.
(f) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 9. DUTIES OF TREASURER

Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be approved by the Board of Directors.
(b) Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever.
(c) Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(e) Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
(f) Render to the State Director and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
(g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 10. COMPENSATION

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. Such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 3, Section 6 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.

ARTICLE 5

DUTIES OF REGIONAL REPRESENTATIVE

The Regional Representative shall represent a number of Regional Operating Committees as assigned by the Board of Directors. Regional Representatives shall be nominated by the majority vote of the Regional Operating Committees within the designated geographical area and confirmed by CAOM Board of Directors.
The Regional Representatives shall:
(a) Represent the interests of Regional Operating Committees to CAOM Board.
(b) Communicate CAOM Board business to the Regional Operating Committees.
(c) Assist the CAOM Board with regional formation and business based on regional needs.
(d) Perform all other duties, to further the Mission, Objectives and Purpose of CAOM, as may be assigned by the Board.

ARTICLE 6

COMMITTEES

The Board of Directors [will establish an executive committee consisting of the Chair, Vice Chair, Secretary, and Treasurer to manage the business and affairs of the corporation and] may, by a majority vote of directors, designate two (2) or more of its members, who may also be serving as officers of this corporation, to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:
(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
(b) The filling of vacancies on the board or on any committee which has the authority of the board.
(c) The fixing of compensation of the directors for serving on the board or on any committee.
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.
(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.
(f) The appointment of committees of the board or the members thereof.
(g) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.
By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board.

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board.

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. All committees shall keep regular minutes of their proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

ARTICLE 7

REGIONAL OPERATING COMMITTEES

The Board of Directors, at the Board's sole discretion, may authorize the formation of advisory committees to conduct the administrative functions of CAOM in specific regional locations. These advisory committees shall be called Regional Operating Committees (Regions) and operate for the sole purpose of ensuring that CAOM has the ability to consistently coordinate and implement the CAOM program throughout the state.

SECTION 2. ORGANIZATION OF REGIONAL OPERATING COMMITTEES

Each Regional Operating Committee shall be organized and operated within the guidelines set forth by CAOM's Board of Directors, Bylaws, policies and procedures. Each Regional Operating Committee shall consist of a Chairperson, designated as Regional Director, and a minimum of two (2) other non-related persons. Each Regional Operating Committee shall elect a Secretary and a Treasurer from the members of the committee. The Regional Director may not serve as Secretary or Treasurer. Each Regional Operating Committee may have other members and subcommittees as necessary to administer the CAOM program in the assigned area. In the event that no Regional Operating Committee is formed, the CAOM program, within that region, shall be administered by the Board.

SECTION 3. DUTIES OF REGIONAL OPERATING COMMITTEES

The Regional Operating Committee's duty is to increase the number of memberships in the region and to conduct all activities related to the regional tournament.

The Regional Operating Committees shall:
(a) Conduct and/or coordinate training for new coaches, advanced coaches, judges, and other training workshops as so designated by the CAOM Board of Directors.
(b) Conduct and/or coordinate tournament(s) for memberships within the region. Identify, obtain and coordinate the site, judges, regional problem captains, volunteers for non-judging positions and awards. Schedule a regional tournament, to be coordinated through both the Regional Director and the CAOM Board of Directors. Conduct the Regional Tournament in a financially sound manner. Conduct follow-up meetings after the regional tournament to acquaint winners with CAOM association final tournament logistics.
(c) Conduct a minimum of two (2) annual meetings, to be held, one prior to the regional tournament and one after the regional tournament.
(d) Conduct themselves at all times in a manner to support the Mission, Objectives and Purposes of CAOM as stated in Article II, Sections 1 and 2.
(e) Nominate a person, to serve as Regional Director, to be confirmed by the CAOM Board of Directors.

SECTION 4. DUTIES OF REGIONAL DIRECTOR

The Regional Director is a person whom the CAOM Board of Directors places in administrative charge of a specific region. Regional directors serve for terms of one (1) year and are confirmed by a majority vote of the Board of Directors at the annual meeting. The regional director administers the CAOM program through the Regional Operating Committee according to the CAOM Bylaws, policies and procedures.
The Regional Director shall:
(a) Identify memberships within a given region.
(b) Verify that members are registering for the correct problem and division.
(c) Answer procedural and program questions associated with a given region.
(d) Chair the Regional Operating Committee in compliance with the CAOM Bylaws.
(e) Assist the CAOM Treasurer in the collection of association and tournament fees.
(f) Certify regional winners for CAOM's state finals tournament.
(g) Offer input and feedback to the appropriate Regional Representative and CAOM Board of Directors.

SECTION 5. DUTIES OF THE REGIONAL SECRETARY

In the absence of the Regional Director or in the event of his or her inability or refusal to act, the Secretary shall perform all the duties of the Chairperson of the Regional Operating Committee, and when so acting shall have all the powers of, and be subject to all the restrictions on the Regional Director.
The Regional Secretary shall:
(a) Keep a book of minutes of all meetings of the Regional Operating Committee, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
(b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
(c) Provide the CAOM Secretary, as custodian of the records, copies of all minutes within thirty (30) days of meetings.
(d) Return to control of the CAOM Secretary, or other person(s) appointed by the Board of Directors, for the trust and benefit of the memberships, all records, files and databases held by the Regional Operating Committee upon the reconfiguration, realignment or dissolution of the Regional Operating Committee.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Regional Operating Committee or CAOM Board of Directors.

SECTION 8. DUTIES OF THE REGIONAL TREASURER

Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Regional Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the Regional Operating Committee and deposit all such funds in the name of the corporation and the appropriate tax identification number, in such banks, trust companies, or other depositories as shall be approved by the Regional Operating Committee.
(b) Receive, and give receipt for, moneys due and payable to the Regional Operating Committee from any source whatsoever.
(c) Disburse, or cause to be disbursed, the funds of the Region as may be directed by the Regional Operating Committee, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of the Regional Operating Committee's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(e) Exhibit at all reasonable times the books of account and financial records to any member of the Regional Operating Committee or CAOM Director, or to his or her agent or attorney, on request therefore.
(f) Render to the Regional Director, CAOM Director, or member of the Regional Operating Committee, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Regional Operating Committee.
(g) Return to control of the CAOM Treasurer, or other person(s) appointed by the Board of Directors, for the trust and benefit of the memberships, all funds, records, assets, equipment and inventories held by the Regional Operating Committee upon the reconfiguration, realignment or dissolution of the Regional Operating Committee.
(h) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. The final financial statements, for inclusion as required by law, in the Association's various tax filings, must be filed with the CAOM Treasurer no later than October 15 of each year.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Regional Operating Committee or CAOM Board of Directors.

ARTICLE 8

HONORARY BOARD MEMBERS

The CAOM Board of Directors, may at the Board's sole discretion, designate a person or persons as Honorary Board Members in appreciation and recognition of past service to CAOM. Honorary Board Members shall have no voting capacity and are not Directors of the corporation. Honorary Board Members shall conduct themselves at all times in a manner to support the Mission, Objectives and Purposes of CAOM.

ARTICLE 9

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or by the State Director of the corporation, in the event that the treasurer is not available.
All checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation signed by the Treasurer and/or the State Director shall be submitted for approval at the next meeting of the Board of Directors.

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may approve.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the charitable or public purposes of this corporation.

ARTICLE 10

CORPORATE RECORDS AND REPORTS

The corporation shall keep at its principal office :
(a) Minutes of all meetings of the board of directors and committees of the board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date.

SECTION 2. DIRECTORS' INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

SECTION 5. ANNUAL REPORT

The board shall cause an annual report to be furnished not later than ninety (90) days after the close of the corporation's fiscal year to all directors of the corporation which report shall contain the following information in appropriate detail: (a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts of the corporation , both unrestricted and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

ARTICLE 11

FISCAL YEAR

The fiscal year of the corporation shall begin on the First day of September and end on the Last day of August in each year.

ARTICLE 12

AMENDMENT OF BYLAWS

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by a two-thirds vote of the members of the Board of Directors.

ARTICLE 13

AMENDMENT OF ARTICLES

This corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.

ARTICLE 14

PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.

WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS

The undersigned, as current directors of The California OM Association, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws consent to, and hereby do, adopt the foregoing Amended Bylaws, consisting of fifteen (15) pages, as the Bylaws of this corporation.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.