Guam § 13108 - Bylaws: Adoption, Repeal and Amendment: Permissible

§ 13108. Bylaws: Adoption, Repeal and Amendment: Permissible

Provisions.

Each association shall within thirty (30) days after its incorporation,

adopt for its government and management, a code of bylaws, not

inconsistent with this Chapter. The vote or written assent of shareholders or

members holding at least a majority of the voting power is necessary to

adopt such bylaws and is effectual to repeal or amend any bylaws, or to

adopt additional bylaws. The power to repeal and amend the bylaws, and

adopt new bylaws, may, by a similar vote, or similar written assent, be

delegated to the board of directors, which authority may, by a similar vote,

or similar written assent, be revoked. Each association, under its bylaws,

may provide for any or all of the following matters:

(a) Meetings. The time, place and manner of calling and

conducting its meetings. Meetings of members or stockholders shall be

held at the place as provided in the bylaws; and, if no provision be

made, then in the municipality where the principal place of business is

located at a place designated by the board of directors. Meetings of the

board of directors may be held at any place within or without the

territory fixed by a quorum thereof unless otherwise provided in the

articles of incorporation or bylaws.

(b) Quorum of Stockholders or Members. The number of

stockholders or members constituting a quorum.

COL070307

18 GCA BUSINESS S TRUCTURE & FUNCTION

(c) The right of members or stockholders to cumulate their votes

and the prohibition, if desired, or cumulative voting.

(d) Quorum of directors. The number of directors constituting a

quorum.

(e) Number, Qualifications, etc., of Directors: Change of

Number. The number of directors and the qualifications,

compensation and duties and term of office of directors and officers

and the time of their election. The number of directors may be changed

by a bylaw duly adopted by the shareholders or members.

(f) Penalties. Penalties for violations of the bylaws.

(g) Fees. The amount of entrance, organization and membership

fees, if any; the manner and method of collection of the same; and the

purposes for which they may be used.

(h) Payments, Charges and Marketing Contract. The amount

which each member or stockholder shall be required to pay annually,

or from time to time, if at all, to carry on the business of the associa-

tion; the charge, if any, to be paid by each member or stockholder for

services rendered by the association to him and the time of payment

and the manner of collection; and the marketing contract between the

association and its members or stockholders which every member or

stockholder may be required to sign.

(i) Dividends. The amount of any dividends which may be

declared on the stock or membership capital, which dividends shall not

exceed eight percent (8%) per annum and which dividends shall be in

the nature of interest and shall not affect the nonprofit character of any

association organized hereunder.

(j) Membership, etc. The number and qualifications of members

or stockholders of the association and the conditions precedent to

membership or ownership of common stock; the method, time and

manner of permitting members to withdraw or the holders of common

stock to transfer their stock; the manner of assignment and transfer of

the interest of members, and of the shares of common stock; the

conditions upon which and time when membership of any member

shall cease; the automatic suspension of the rights of a member when

he ceases to be eligible to membership in the association; and the

mode, manner and effect of the expulsion of a member; the manner of

COL070307

18 GCA BUSINESS S TRUCTURE & FUNCTION

determining the value of a member's interest and provision for its

purchase by the association upon the death or withdrawal of a member

or upon the expulsion of a member or forfeiture of his membership, or

at the option of the association, the purchase at a price fixed by

conclusive appraisal by the board of directors; and the conditions and

terms for the repurchase by the corporation from its stockholders of

their stock upon their disqualification as stockholders. In case of the

expulsion of a member, and where the bylaws do not provide any

procedure or penalty, the board of directors shall equitably and

conclusively appraise his property interest in the association and shall

fix the amount thereof in money, which shall be paid to him within one

(1) year after such expulsion.