INTERPRETATION AND AMENDMENT OF BYLAWS

Posted on October 28, 2020

Section 1. Interpretation.

a) Request for Interpretation. Any member in good standing who desires to have the meaning or applicability of any provision of the Articles of Incorporation or of these Bylaws determined shall first submit a written request for such determination to the GONA President or GONA Secretary who shall refer the matter to the Executive Committee for a determination. The Executive Committee shall issue a written decision setting forth its interpretation within 45 days of receipt of the member’s written request.

b) Appeal to Board of Directors. Any person aggrieved by a decision of the Executive Committee issued under subparagraph (a) above shall have the right to appeal to the Board of Directors. In order to exercise the right to appeal granted by this Section 1(b), the aggrieved party shall submit a written request for such appeal within five (5) days of the issuance of the Executive Committee decision. The written request for appeal shall state, with specificity, the grounds for such appeal. Failure to strictly comply with the requirements of this Section 1(b) shall result in the dismissal of the appeal. In reviewing a decision of the Executive Committee, the Board of Directors shall affirm the decision of the Executive Committee unless the Board of Directors determines that the Executive Committee’s decision was arbitrary, whimsical or capricious. The decision of the Board of Directors shall be final and conclusive.

Section 2. Amendments.

a) Plenary Authority. Unless otherwise provided by the laws of the State of California or the Articles of Incorporation of GONA, the Board of Directors shall have plenary authority to amend these Bylaws at any regular meeting or at any special meeting held for that purpose at which a quorum is present with affirmative approval by at least two thirds of the total members (including those not in attendance).

b) Prior Distribution of Text of Proposed Amendment. Subject to the provisions of Section 2(c) of this Article, all proposed amendments to these Bylaws shall first be distributed by the Chairman, Board of Directors, to all of the Directors and members of the Executive Committee and Foundation for their review and comment no later than seven (7) days before any regular meeting or special meeting of the Board of Directors called for the purpose of considering such amendments. All proposed amendments shall also be published on the GONA web site for at least 14 days requesting input and comment from the members prior to the approval of amendments by the Board of Directors. All proposed amendments must also be approved by a simple majority in the EC and the Foundation prior to the approval by the Board of Directors. The EC and Foundation have 14 days from the date of distribution to communicate to the BOD their approval, rejection or modifications to the proposed amendments. Absence of such communication shall be considered as approval of the proposed amendments.

c) Emergency Amendments. If, in the judgment of the Board of Directors, the best interests of GONA require immediate adoption of any proposed amendment, the requirement of Section 2(b) above may be waived and a copy of the proposed text of the amendment shall be provided to each member of the Board of Directors not less than the notice requirement for the calling of a special meeting to consider the proposed amendment. The requirement of affirmative approval by at least two thirds of the total members (including those not in attendance) of the Board of Directors cannot be waived.

d) Amendments to Term of Office or Term Limits. Notwithstanding the foregoing, no amendment which alters, removes, modifies, extends or shortens any limitation on the term of office of any officer or director shall apply to the term of office of any officer or director holding such office when such amendment is adopted. Nothing in this Section 2(d) shall be construed so as to limit or affect the plenary authority of the Board of Directors to remove any officer, agent or director of GONA under the laws of the State of Maryland or these Bylaws.

e) Amendments to Eligibility: Any future amendments to the definition of Member in Good Standing or eligibility to vote or participate in elections (e.g.
Section 1.e. and Section 8 of the Article XIV) shall become effective only after the installation of a new Executive Committee.

f) Transition:

i. These bylaws will become official immediately upon approval by the Board of Directors with the following exceptions:

1. The amendment to Article XIV. Section 1.e. Member in good standing will become official after the installation of the new Executive Committee in 2019.
2. The deadline for provision of the list of eligible voters list to the Chairperson of the N/E Committee for elections to be conducted in 2019 shall remain as February 15, 2019.
3. The current Board of Directors will continue until the installation of the new Board in 2019 elected under these amended bylaws.
4. New positions created under these amended bylaws will be effective only from the date of the installation of the New Executive Committee in 2019.

ii. The first elections conducted after the approval of these bylaws would only be for the vacancies in positions identified in these bylaws, subject to Section
2.d. above of this article.
iii. One Foundation Trustee position in the first elections conducted after the approval of these bylaws would be for a two year term.

Section 3. Headings. The headings of the sections and sub-sections of these Bylaws have been inserted for convenience and shall not modify, define, limit or expand the express provisions of these Bylaws.