| GNC Association, Inc. (GNC) |
| An association dedicated to providing the greatest level of benefits to its members in the transportation industry. |
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| About The GNC |
| GNC Association, Inc. is a non-profit California Mutual Benefit Corporation created on December 26, 2008. This organization has been created to provide the greatest level of benefits to its members in the transportation industry. All of our members are independent contractors that use the association as a conduit to transact business with other members. Our secondary purpose is to represent the interests of our independent contractor members in disputes with governmental regulatory and taxing agencies. To this end we have established relationships with highly experienced attorneys, lobbyists and accounting professionals who are available to our members. We can be contacted at: GNC Association, Inc. |
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| By-Laws of the Association
FOR GNC ASSOCIATION, INC. FOR ITS REGULATION, EXCEPT AS OTHERWISE PROVIDED ARTICLE I PURPOSE AND OFFICES 1) The purpose of the association is to deliver benefits to its members of any type, and by any means so determined by the Board of Directors. It is also to provide the environment, the means, and the methods by which members can transact business between themselves and third parties. To this end the association operates as a California mutual benefit corporation. 2) The principle office of the ASSOCIATION (as referred to in the accompanying ARTICLES OF ORGANIZATION) is in the State of California and is located in the County of Los Angeles. The ASSOCIATION may have other offices either within or without the State of California as the President and Board of Directors may determine or as the affairs of the ASSOCIATION may require from time to time. 3) The President is hereby granted full power of authority to change said principle office from time to time from one location to another. Any such change shall be noted in the By-Laws opposite this section, or added to this Article as provided below. The address of the principle office of the ASSOCIATION is as follows: 1330 E. 223rd St. # 513 4) Branch or other offices may be established at any time by the President and Board of Directors at each and every place where the ASSOCIATION is now or further qualifies to do business or carry on the functions of the ASSOCIATION. 5) The Resident Agent for Service of Process for the Association is: Pro Business Coach, Inc. ARTICLE II THE BOARD OF DIRECTORS 1) The business and affairs of the association shall be managed by its Board of Directors who may exercise all such powers of the association and do all such lawful acts and things as are not by statute or by the Articles of Organization or by these By-Laws directed or required. 2) The Board of Directors shall consist of not less than one (1) nor more than seven (7) Directors. The Directors shall be elected at the first meeting of the ASSOCIATION, except as hereinafter provided, and each Director shall hold office until he/she tenders a resignation and then until his successor shall be elected and shall qualify. The First Board of Directors is to elected by the members of the association. 3) Any Director may be removed, whether for or without cause, either (a) at a special meeting of directors by the unanimous affirmative vote of the directors present in person or by proxy at such meeting and entitled to vote for the election of Directors, if notice of the intention to consider such matter shall have been given in the notice calling such meeting, or (b) any director may be removed at any time by the affirmative vote of a majority of the directors of the association entitled to vote for Directors, it being valid for said vote to be registered either at any meeting of the directors or by written affirmative action submitted to the Secretary of the association. If any vacancies occur in the Board of Directors, whether by death, resignation, retirement, disqualification or removal from office or otherwise, a majority of the Directors then in office, though less than a quorum, may choose a successor, or successors may be chosen at a special meeting of directors called for that purpose; and each successor Director so chosen shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of the members or at a special meeting of Board of Directors called for that purpose. 4) A position on the Board of Directors is obtained by election by the membership at either a regular or special membership meeting and then by the unanimous approval of the existing parties serving on the Board of Directors. 5) The members of the Board of Directors, including the officers, serve for a period of twenty-five years, but they may resign their position at any time if they so desire. After a twenty-five year period of service the Board Member or Officer must indicate to the Board of Directors whether an additional term of office is desired. If no additional term is desired, a new Board Member must be voted upon at the next general membership meeting. If an additional twenty-five year term is desired, it may be granted by a majority vote of the Board of Directors. 6) The Board of Directors shall meet no less than every quarter at a place designated by the President. 7) All decisions of the Board of Directors are to be passed by a majority vote. 8) The Board of Directors will make all decisions as to the compensation of the officers and/or the disbursements of the ASSOCIATION funds. 9) The Board of Directors will determine nomination and election procedures for the ASSOCIATION. 10) The Board of Directors establishes and determines the ASSOCIATION'S policies and procedures. MEETINGS OF THE BOARD OF DIRECTORS11) The Directors of the ASSOCIATION may hold their meetings, both regular and special, either within or without the State of California. 12) Regular meetings of the Board of Directors may be held with or without notice at such time and place as shall from time to time be determined by the Board. 13) Special meeting of the Board of Directors may be called by the President on three days' notice to each Director, either personally or by mail, or by telegram, or such special meetings may be called by the President or Secretary in like manner and on like notice on the written request of one Director. The business to be transacted at, or the purpose of, any special meeting need not be specified in a notice or waiver of notice except where expressly provided by statute, the Articles of Organization, or by these By-Laws. It is provided, however, that any action taken by a majority of all Directors, whether at a meeting or in writing, signed by said Directors, shall be considered as valid and as binding as if it were the action of the Board of Directors at a duly called and qualified meeting, without regard to quorum or other prerequisites for such meeting. 14) At all meetings of the Board of Directors the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Organization or by these By-Laws. If a quorum is not present at any meeting of the Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. COMPENSATION OF DIRECTORS15) Directors, as such, may receive a stated salary for their services, or by resolution of the Board, a fixed sum and expenses of attendance may be authorized. Nothing herein shall be construed to preclude any Director from serving the ASSOCIATION in any other capacity and receiving compensation therefore. Directors may also provide their services without compensation, but may have their expenses reimbursed by the association. ARTICLE III NOTICES 1) Whenever under the provisions of the statutes, or of the Articles of Organization, or by these By-Laws, notice is required to be given to any Director or member, and no provision is made as to how such notice shall be given, it shall be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such Director or member at such address as appears on the books of the ASSOCIATION, or by e-mail or telephone. Any notice required or permitted to be delivered by mail may be deposited in the United States Mail as aforesaid. 2) A waiver in writing, signed by the person or persons entitled to receive a notice, whether before or after the time stated in such notice, shall be deemed equivalent to the giving of such notice. A waiver by telephone call is also acceptable. ARTICLE IV OFFICERS 1) The officers of the ASSOCIATION shall be elected by the Directors and shall be a President, and a Secretary-Treasurer. The Board of Directors may also elect one or more vice-presidents and one or more assistant secretary-treasurers. The same person may hold any two or more offices. 2) The Board of Directors may appoint such other officers and agents as shall be deemed necessary, who shall be appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. 4) The salaries of all officers and agents of the ASSOCIATION shall be fixed by resolution of the Board of Directors. However, said officers and agents can choose to serve without compensation. 5) Each officer of the ASSOCIATION shall hold office until his successor is chosen and qualified or until his death or until his resignation or removal from office. An officer or agent elected or appointed by the Board of Directors may be removed at any time by the unanimous affirmative vote of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. 6) The officers of the ASSOCIATION are to be included in the number of members to the Board of Directors. ARTICLE V PRESIDENT 1) He/she is responsible for all aspects and operations of ASSOCIATION. 2) He/she presides over the meetings of the Board of Directors. 3) He/she is elected by the Board of Directors for an indefinite term as he/she so desires to serve, but may resign the post at any time. 4) The President can be removed from his/her office by the unanimous vote of the Board of Directors only under the following conditions: A. When and if he/she misappropriates ASSOCIATION funds or commits fraud, or... B. If in the estimation of three (3) physicians he/she is found mentally or physically unable to perform his duties. The above, hereinafter are referred to as the Standards of Conduct. If the Board of Directors does remove the President from his/her office, a new President must be elected by a unanimous vote of the Board of Directors, immediately. 5) He/she has the authority to call special meetings of the Board of Directors, if in his/her opinion he/she finds such meetings to be in the best interest of ASSOCIATION. 6) He/she is empowered to delegate any function of the office as he/she deems necessary. ARTICLE VI VICE-PRESIDENT 1) He/she assumes the duties of the President if for any reason the President is either unable to perform the duties of his/her office or is in a position that prevents him/her from enacting said duties. 2) He/she assumes the Presidency if the President is removed from office. 3) He/she is elected by the Board of Directors for an indefinite term as he/she so desires to serve, but may resign the post at any time. 4) The Standards of Conduct that apply to the President also apply to the Vice-President. ARTICLE VII SECRETARY-TREASURER 1) Is responsible for maintaining the minutes of all meetings of the Board Of Directors, general meetings and conventions and any other functions or records of ASSOCIATION. The Secretary shall attend all sessions of the Board of Directors and all meetings of the members and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. 2) Further is specified the responsibility for the collection and distribution of ASSOCIATION funds and their according accounting. 3) The Secretary-Treasurer is elected by the Board Of Directors for an indefinite term as he/she so desires to serve, but may resign the post at any time. 4) The Standards of Conduct that apply to the President also apply to the Secretary-Treasurer. ARTICLE VIII CHECKS, DRAFTS, DEPOSITS, ETC. The President will sign all checks, drafts, etc. or any other Officer so designated by the Board of Directors. The Officers of ASSOCIATION are authorized to make deposits of funds at any Bank, Trust Company or other depository so designated by the Board of Directors. ARTICLE IX INDEBTEDNESS The amount of indebtedness that the ASSOCIATION may incur is to be decided by the Board of Directors. It will be limited to the amount of cash, reserves, and assets the ASSOCIATION has on hand to pay its obligations. ARTICLE X ASSOCIATION RECORDS The Association’s books and all association records shall not be made public or available to non-members of the association. However, members may view the association organizational books at the association’s designated office and can have access to their own records when they provide a written request for their own records to the Board of Directors. A member’s records will only be released to the member if those records are requested in writing to the Board of Directors. The requesting member agrees not to disclose these records to non-members of the association without the expressed consent of the Board of Directors. Association records will be kept at either the principle office of the association or at a place so designated by the Board of Directors for viewing by the members. ARTICLE XI AMENDMENT TO THE BY-LAWS These By-laws may be amended, repealed, altered or changed, in whole or in part, from time to time, only in the following manner: 1) A petition must be formed and submitted to the membership and can be proposed by any member. If that petition is signed by a majority of all members it must then be submitted to the Board of Directors. 2) Any member of the Board of Directors may propose a petition or motion to the Board of Directors to make an amendment to the by-laws. 2) The Board of Directors, at either a regularly scheduled meeting or at a special meeting called for that purpose, may consider the petition or motion and decide by majority vote whether or not that amendment will be adopted after notice of the proposed amendment is given as the By-laws may provide. ARTICLE XII OTHER MEETINGS The President is empowered to convene special meeting of the Board of Directors or the General Membership, when in his opinion such special meetings are in the best interest of ASSOCIATION or to transact any special business. ARTICLE XIII GENERAL FUND The President, or Secretary-Treasurer if so directed by the President, has full and complete control of the General Fund under the auspices of the Board of Directors. The General Fund will pay all of ASSOCIATION'S expenses. ARTICLE XIV MEMBERSHIP REQUIREMENTS & REGULATIONS Requirements for individual “General” membership into the ASSOCIATION are as follows: 1) All persons above the age of 21 years of age who are U.S. Citizens or legal aliens, regardless of sex, creed or national origin, shall be eligible for membership, unless otherwise qualified and elected as the By-Laws of the ASSOCIATION may provide. It is mandatory for the officers and members of the Board of Directors of ASSOCIATION to become members of the ASSOCIATION as directorial members. 2) Membership is not otherwise limited unless it is so indicated by the Board of Directors. 3) All persons seeking membership must make an application to the Board of Directors who will then review the application and immediately make the determination as to whether or not membership will be offered. 4) All members must agree to abide by the by-laws, procedures, rules and regulations of the ASSOCIATION. If for any reason it is determined that a member is not abiding by them, the Board of Directors may take such action as they deem necessary. 6) If membership is ever terminated by the ASSOCIATION or the member, the ex-member must relinquish all claims against the ASSOCIATION. 7) If membership is ever terminated by the death of the member, said member's heirs and or assigns will have no claims against the ASSOCIATION. 8) If membership is by any other means terminated, said member and or his heirs and or assigns will have no claims against the ASSOCIATION. 9) TERMINATION OF MEMBERSHIP: A member may terminate membership in the Association at any time provided a written notice is given to the association by certified mail with a return receipt requested of the member’s desire to terminate membership. Likewise, the Association may terminate membership of a member in the Association at any time provided a written notice is given to the member by first class mail of the Association’s desire to terminate the membership of the member. Termination is effective as of the date on the mailing postmark. 10) SPECIFIC REQUIREMENTS FOR GENERAL MEMBERSHIP: 11) TRANSACTION AUTHORIZATION: Whereas it is the purpose of the association to provide the environment and means for its members to transact business among themselves, the members authorize the association and or its officers to undertake any action(s) it or they deem necessary to facilitate any and all such business transactions. To this end, the association is authorized to accept payments, funds, or any form of compensation on behalf of its members, which it deems to be beneficial to the members, and disburse such payments, funds, or any form of compensation to members, and third parties pursuant to the agreement upon which such transaction transpired. 12) REPRESENTATION FOR THE ACQUISITION OF BENEFITS: The association and its officers are authorized by the members to act on their behalf to obtain and negotiate for benefits, which in the estimation of the association and or its directors, is beneficial to the association, and or the membership. Likewise, the members of the association agree to be bound by all the actions performed on their behalf by the association and its officers. 13) Members agree to at all times abide by these by-laws as they exist at the time the member joins the association and as they may be amended at any time in the future. 14) Members agree that membership in no way establishes an employer-employee relationship between themselves and the association and its directors as the employer-employee relationship is defined under the laws of the United States of America and the State of California. Members agree that each of them are independent contractors as defined under the laws of the United States of America and the State of California who have joined this association purely as a means of facilitating the transaction of business between themselves. Further, the transaction of business between members does not create an employer-employee relationship is defined under the laws of the United States and the State of California but rather a contract between entities or individuals. To this end, any income generated as a result of those transactions will be reported on whatever income reporting forms may be required by the United States of America and the State of California after the end of each tax year. All members agree that, for tax purposes, the tax year reporting period ends on December 31. 15) All members recognize that they are independent service providers to other members and other member organizations. All members agree that they must at all times abide by the rules and regulations of those other members and member organizations due to rules and regulations imposed by third parties or contractual agreements. From time to time these members and member organizations may communicate these rules and regulations. However, if there is any dispute regarding any service rendered or received, it shall be addressed exclusively by the Association through its grievance process as specified in Article XXVII of these by-laws. Requirements for other forms of membership into the ASSOCIATION are determined by the Board of Directors and shall be communicated only to those persons or entities seeking membership other than General Membership. ARTICLE XV
MEMBERSHIP EXCLUSIVITY Non-members are not entitled to receive any ASSOCIATION benefits. ARTICLE XVI
DISCIPLINARY COMMITTEE & ACTIONS The Board of Directors will appoint a Grievance Committee that will receive all complaints against any member. They have the authority to investigate such claims and make a report of their findings to the complaining members and the President. The Grievance Committee will then make a recommendation of actions that can be taken by the complaining member or the President. Within 30 days either the Complaining member or the President may contact the Grievance Committee to file a formal grievance if the recommendations are not accepted. Thereafter the grievance procedure indicated in Article XXVII shall be followed. ARTICLE XVII MEMBERSHIP MEETINGS AND CONVENTIONS 1) There may be one yearly convention of all members to be held at a place and time so directed by the Board of Directors, any by whatever means they so choose. 2) There may be as many general membership meetings as designated by the Board of Directors. 3) Attendance to conventions and meetings are not mandatory. 4) At all meetings and conventions, should a vote be taken, only members are allowed to vote. However, if so deemed appropriate by the Board of Directors, such a vote can be tendered by mail. 5) All meetings and conventions are conducted in accordance with Robert's Rules of Parliamentary Procedure. ARTICLE XVIII BENEFITS The ASSOCIATION is authorized to provide benefits to its members and undertake whatever means necessary to secure those benefits as directed by the Board of Directors. To this end, the ASSOCIATION is a member of United Associations, Inc., and in consideration, the Association agrees to abide by all of the by-laws of United Associations, Inc. ARTICLE XIX DUES, FEES AND CONTRIBUTIONS The ASSOCIATION operates as a result of the income derived from the dues paid by the members, contributions from various other sources as to be identified and authorized by the Board of Directors, transaction fees derived as a result of the participation by the association in any transaction between its members and or third parties, and any other means not prohibited by law. 1) The amount of membership dues to be assessed for any level of membership will be determined by the Board of Directors. Such dues will be due and payable according to the mandates of the Board of Directors. 2) The amount of transaction fees to be assessed will be determined by the Board of Directors. Such fees can be assessed, due, and payable according to the mandates of the Board of Directors. 3) The amount of the percentage to be contributed to the General Fund, and or any allocation thereof, from dues, contributions, transaction fees and other sources will be determined by the President and the Board of Directors. 4) Membership dues, transaction fees, and contributions can vary according the mandates of the Board of Directors and the needs of the ASSOCIATION. ARTICLE XX DISTRIBUTION OF PROFITS If the ASSOCIATION should generate any profits they will be acknowledged at the annual meeting of the Board of Directors and the Board of Directors will decide at that meeting how and by what manner those profits will be distributed, or if they will be retained for future expenditures, or if they will be expensed before the end of the year. ARTICLE XXI MAINTENANCE The maintenance of all equipment or services is the responsibility of the President who is empowered to see that all repairs, if any, are efficiently and effectively performed. ARTICLE XXII STANDARDS OF CONDUCT Members or officers of the ASSOCIATION all agree that under no condition will they abuse the privileges or benefits of their position or membership. This is to include violations of any Federal, State or Local laws or regulations. One of the primary purposes of the association is to establish a high level of ethical conduct and safety consciousness such that all persons or entities that work in the transportation industry hold this association and its members in the highest esteem. Pursuant to this policy, the Association is empowered to undertake whatever measures it deems appropriate to deal with violations of this policy that include but are not limited to the procedures outlined in Article XXVII. The Association and its members agree to a zero tolerance policy with regards to issues of discrimination based upon race, color, creed, national origin, sexual orientation, and sexual harassment. Pursuant to this policy, the Association is empowered to undertake whatever measures it deems appropriate to deal with violations of this policy that include but are not limited to the procedures outlined in Article XXVII. ARTICLE XXIII LIABILITY / DISPUTES All members will hold blameless and without any liability the ASSOCIATION, its officers, Board of Directors, and other members from any action resulting from any legal action that may be brought against any member of ASSOCIATION. Further, members agree never to bring a lawsuit against any member of the association or the ASSOCIATION or involve the ASSOCIATION in any lawsuit, unless authorized by the Board of Directors, without first following the grievance procedure specified in Article XXVII. Further, should any legal action be brought against any member, said member must agree to completely exonerate and hold blameless the ASSOCIATION in any such action. Grievances by any member, and disputes between members and or the Association, must first and always be reported to and filed with the Chairman of the Grievance Committee. After the reporting of any grievance or dispute, the aggrieved party must follow the grievance procedure specified in Article XXVII. ARTICLE XXIV NON-EXCLUSIVITY Members are not required to exclusively utilize the ASSOCIATION services. Members are allowed to undertake other business enterprises, form other business relationships, etc., provided that there be no conflict of interest with the activities of ASSOCIATION or any resulting obligations. ARTICLE XXV CATEGORIES OF MEMBERSHIP & DUES The Board of Directors of the ASSOCIATION may designate and create as many levels of membership as they feel are in the best interest of the ASSOCIATION. The initial categories of membership are: The requirements and benefits attached to each membership and corresponding dues or obligations are to be determined by the Board of Directors and may be changed from time to time in accordance to their determination. ARTICLE XXVI UNFORESEEN CIRCUMSTANCES Since the economics of providing services for the membership can change drastically over a period of time, the ASSOCIATION is empowered to undertake whatever actions must be taken and execute accordingly any plan or methodology necessary to find solutions to the problems that face its members provided it does so upon the approval of the Board of Directors. ARTICLE XXVII GRIEVANCES If at any time a member finds himself/herself aggrieved in any manner, said member agrees and is required to bring this matter to the attention of the Grievance Committee to resolve any dispute or alleged wrong-doing by the offending member or members. All members further agree to utilize and exhaust all of the administrative and alternative dispute resolution methods provided by the association before undertaking any legal action in any court of the United States of America. The Board of Directors will accord said member his/her constitutional right to be heard in accordance to the general guidelines of the United States Administrative Procedures Act as follows. (a) Informal Written Hearing: Said aggrieved member must first utilize the Association’s Grievance Form and submit that form to the Grievance Committee. The Grievance Committee will investigate the issue and then report its findings to the aggrieved member and the Board of Directors. The Grievance Committee will immediately thereafter render a decision and a course of action to be undertaken. There is no cost to the disputing parties for this adjudication, and the final decision is binding on both parties. (b) Administrative Mediation: If either party is dissatisfied with the judgment of the Grievance Committee, either party must then request Administrative Mediation. There is no cost to the disputing parties for this association service. The Mediator for this process is the Chairman of the Grievance Committee. In this process, both disputing parties must meet at a place designated by the Mediator and both disputing parties must be present at this mediation. Both parties must negotiate in good faith and must attempt to reach an equitable solution. Failure to attend the mediation or negotiate in good faith will result in a default judgment rendered on behalf of the attending party or cooperative party. If the parties cannot reach a mutually acceptable resolution after a sincere effort (as acknowledged by the Mediator) then the parties can seek their remedies in a Formal Administrative Hearing. (c) Formal Administrative Hearing: If a formal administrative hearing is conducted, it shall be conducted at a place and time so directed by the Grievance Committee. However, all parties must agree to the following conditions: (1) The hearing will take place in a place designated by the Grievance Committee. (2) The hearing will be conducted in the State of California. (3) The hearing will be conducted under the general guidelines of the Administrative Procedures Act by a Hearing Officer. The Aggrieved Party and the opposing party from a panel of Hearing Officers provided by United Associations will select the Hearing Officer. United Associations will provide a list of Hearing Officers prior to the commencement of the proceedings. (4) Both disputing parties must each pay $1,500.00 to the association to cover the cost of the hearing at the time of the filing for the hearing. This cost is non-refundable. (5) The aggrieved party will be referred to as the Plaintiff. The person to whom the complaint is directed will be referred to as the Defendant. (6) After the Plaintiff makes the request for an Administrative Hearing, the Plaintiff will file a statement with the Grievance Committee stating the actual complaint and how the Plaintiff wants to be compensated. (7) The Grievance Committee will be responsible for all scheduling issues. The Hearing will be tape recorded. If any party wants a written copy of the record, they shall be responsible for the cost of producing a written record. This hearing will always be held in Orange County California. (8) The Grievance Committee Chairman will be responsible for communicating with all parties and making sure that all parties are informed of any hearing requirements, deadlines and scheduling. (9) Prior to commencement of the pre-hearing procedures, which begin upon the service upon both parties of the hearing date, the Plaintiff may withdraw the request for a hearing and receive the entire amount of the deposit. (10) After the Hearing date is selected the following pre-hearing procedures are to be followed by all relevant parties. a. 90 days prior to the hearing, both opposing parties will serve upon each other any requests for evidence in the possession and control of the other. If a cost is involved producing this evidence, it will be paid for by the requesting party. b. 60 days prior to the hearing, the requested items are to be delivered to the requesting party. Failure to do so will result in sanctions to the offending party unless good cause is established for the delay. However, any such delay will result in the advancement of the hearing date. c. 30 days prior to the hearing, both parties will serve upon each other a list of the items or documents they will introduce at the hearing and a list of all witnesses that will be called to testify. Both parties will notify the Grievance Committee Chairman as to how much time their presentation will last. No witnesses or evidence will introduced at the hearing that has not been previously disclosed. (11) On the day of the Administrative Hearing: a. Both sides will give an opening statement of their position. b. The Plaintiff will present his case. c. The Defendant will present his case. d. After both sides have finished their presentations the Hearing Officer will announce the following briefing schedule. (12) Simultaneous Opening Briefs will be served by the opposing parties upon each other and the Hearing Officer 45 days from the date of the delivery of the transcript. (13) Simultaneous Reply Briefs will be served by the opposing parties upon each other and the Hearing Officer 30 days from the date of the delivery of the transcript. (14) The Hearing Officer will render a final and binding decision, in writing, 30 days after the Hearing Officer receives the Reply Briefs and will so inform the parties through the Grievance Committee Chairman. (15) Either party may represent themselves, be represented by a representative or an attorney or use any combination of personal presentation and representation in the presentation of their case. However, only one person per side will be allowed to speak during the presentation of their case. (16) All parties may obtain a written transcript of the administrative proceedings, but each must pay for a copy of such a transcript. However, any party may obtain an audio cassette tape of the proceedings at no charge. (17) The decision of the Hearing Officer, once issued, is binding on all parties at the time of issuance. And there is no limitation upon the Hearing Officer with respect to the amount to be awarded the prevailing party with respect to that final judgment. (18) The collection of any damages thereafter will be the responsibility of the prevailing party. (19) If the losing party is dissatisfied with the result of the administrative hearing, said party has the option to appeal that decision to the Board of Directors. However, said appeal must be filed within 30 days of an adverse Hearing Officer’s decision. If said appeal is not filed within the above prescribed 30 days, the losing party herein forfeits the right to such an appeal. (20) Administrative Appeal: The appealing party will pay the cost of the Administrative Appeal by depositing the sum of $2,000.00 with the Treasurer of the Association prior to the making his/her request for a hearing. (21) The Administrative Appeal will be conducted as follows. a. The Administrative Appeal will be conducted in writing. The Appealing Party will submit 3 legal briefs consisting of any number 8 ½ by 11 pages, with one inch margins, double spaced and with type face not exceeding or less than 14 points. All exhibits will be attached and consecutively numbered or lettered. The brief should be contained in a three ring red binder. These briefs should be delivered to the Grievance Committee Chairman within 45 days of the filing for the appeal. This brief will be referred to as the Appellant’s Brief. b. The Responding Party will have 45 days from the receipt of the Appellant’s Brief to submit 3 legal briefs consisting of any number 8 ½ by 11 pages, with one inch margins, double spaced and with type face not exceeding or less than 14 points to the Grievance Committee Chairman. All exhibits will be attached and consecutively numbered or lettered. The brief should be contained in a three ring blue binder. This brief will be referred to as the Respondent’s Brief. c. Both the Plaintiff and Defendant will select an Appeals Judge from a list provided by the International Legal Aid Society or any other entity or organization that is deemed to be unbiased and without a conflict of interest by the Grievance Committee. The Appeals Judges will review both briefs and render a decision in writing to be delivered to the Grievance Committee Chairman within 60 days of the receipt of the briefs. However, for the decision to be binding, it must be unanimous. If unanimity cannot be obtained, the Grievance Committee will select a third Appeals Judge from the International Legal Aid Society or any other entity or organization that is deemed to be unbiased and without a conflict of interest by the Grievance Committee. Both briefs will be provided to this third Appeals Judge and after 30 days the final decision will be determined by majority vote of the Appeals Judges. (22) The decision of the Appeals Judges, once issued, is absolutely binding on all parties at the time of issuance. (23) If either party is still not satisfied with the judgment, this judgment may be appealed but only for review by Arbitration. It is agreed that the arbitration company that must be used for this purpose is the American Arbitration Association. However, if for any reason this organization is no longer in business, the parties must agree to submit this action to any arbitration company that operates under the auspices of the American Arbitration Association if an additional appeal is desired. (24) Failure to follow the grievance procedure will subject the offending party to action by the Grievance Committee, and the offending party herein agrees to pay any costs incurred by the association related to the action of the offending party, to include but not limited to all related fees, court costs, transcript fees, and Attorney fees. The disciplinary action against the offending party will be the responsibility of the Grievance Committee and may take whatever form the Grievance Committee determines to be just and proper. (25) Once the grievance procedure is begun it must be completed as specified by this Article in sections (c) (1) through and including (c) (24). However, at any time during this procedure, the parties are given the option to reach a mutually agreed settlement, or withdraw the grievance, or reach whatever resolution may be mutually acceptable to the parties. (26) The grievance procedure will be administered and supervised by United Associations. ARTICLE XXVIII MEMBER INFORMATION All member and association information may not be divulged by any member to any non-member. It is also recognized that, (A) Association members will have information in written and oral form that contains proprietary and confidential information; (B) All association members agree to hold such information in confidence and not use it other than as directed by the Board of Directors; and (C) If it is found that any member or association information is divulged by any member, the Board of Directors are authorized to take whatever disciplinary actions they deem necessary which can include but are not limited to fines, expulsion, restriction of membership privileges, or personal liability for any legal, administrative or other consequences of their actions. ARTICLE XXIX MEMBERS & BYLAWS It is accepted that the by-laws may change from time to time. The current by-laws are always available for viewing on the internet at the association’s web-site. However, if a member does not have access to a computer, upon request, a written copy of the by-laws will be made available to a requesting member. All members must accept the responsibility of reading, knowing, and understanding the current by-laws of the association and agree to abide by the current by-laws as they exist or as they may change in the future. ARTICLE XXX LOCAL CHAPTERS AND LOCAL RULES The Directors of the Association are empowered to divide the association into local chapters in order to be more responsive to the specific requirements of specific geographic areas or develop local rules or be more responsive to the specific requirements of specific geographic areas. To this end each local chapter or the association itself may develop its own local rules, but these local rules must be approved by the Directors of the Association. ARTICLE XXX SPECIAL PROGRAMS The Association may create programs to increase, or retain membership, and or any other programs that, in the estimation of the Board of Directors will benefit the membership. |
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| Articles of Incorporation |
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I The name of this corporation is GNC ASSOCIATION, INC. II A. This corporation is a nonprofit MUTUAL BENEFIT CORPORATION organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of the corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law. B. The specific purpose of this corporation is to provide benefits to its members, provide the means by which the members may advance themselves in any and all areas of business, and promote any and all conditions that would lead to the development of business opportunities for the members. III The name and address in State of California of this corporation's initial agent for service of process is: Pro Business Coach, Inc. IV Notwithstanding
any of the above statements of purposes and powers, this corporation
shall not, except to an insubstantial degree, engage in any activities
or exercise any powers that are not in the furtherance of the specific
purposes of the corporation. ____________________________ |
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