BYLAWS
OF THE SAN FRANCISCO BAY AREA IRANIAN AMERICAN CHAMBER OF COMMERCE,
A
California Nonprofit Mutual Benefit Corporation
1.
Name
The
name of this corporation is San Francisco Bay Area Iranian
American Chamber of Commerce.
2.
Principal office of the corporation
The
principal office for the transaction of the activities and
affairs of this corporation
is located at One
Maritime Plaza, 4th Floor, San Francisco,
in San
Francisco County, California. The board of directors may change
the location of the principal office. Any such change
of location must be noted by
the secretary on these bylaws opposite this Section;
alternatively, this Section
may be amended
to state the new location.
The
board may at any time establish branch or subordinate offices
at any place or places where this
corporation is qualified to conduct
its activities.
3.
General and specific purposes
The
purpose of this corporation is to engage in any lawful act
or activity for which a corporation
may be organized
under such
law.
In the context
of these
general purposes, the corporation shall promote the common
business interest of its members.
4.
Construction and definition
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 preceding
sentence, the masculine gender includes the feminine
and neuter, the singular includes the plural, the plural
includes the singular,
and
the term “person” includes
both a legal entity and a natural person.
MEMBERS
5.
Classes and qualifications of membership
This
corporation shall have one class of members, and one class
of associates.
Any person dedicated to
the purposes of the
corporation and meeting other qualifications
for each of these classes as determined by the board
of directors shall be eligible for participation
in that class
on approval of that person’s
application by the board and on timely payment of
such dues and fees as the board may fix
from time to time.
6.
Rights of Membership
Members
shall have the right to vote, as set forth in these bylaws,
on the election of directors,
on the disposition
of all or substantially
all of
the assets of
the corporation, on any merger and its principal
terms and any amendment of those terms, and on
any election
to
dissolve
the
corporation. In addition,
the members
shall have all rights afforded members under
the California Nonprofit Mutual Benefit Corporation
Law. If the corporation
is dissolved,
members shall receive
a prorata distribution of all assets, exclusive
of those held in charitable trust, remaining after payment
or
provision for
payment
of the obligations
and debts
of the corporation and provision for any other
payment
required under
applicable law.
7.
Other persons associated with corporation
This corporation may refer to persons of nonvoting classes
or other persons or entities associated with it as “associates,” but
no such reference shall constitute anyone as a member within
the meaning of Corporations Code section 5056 unless that
person or entity shall have qualified for a membership under
Section
6 of these bylaws. References in these bylaws to “members” shall
mean members as defined in Corporations Code section 5056;
i.e., the members of the class set forth in Section 6 of
these bylaws. Rights and obligations of the associates shall
be specified
by the board, on the basis of the following model, which
is specifically for the members, but modified as appropriate.
8.
Dues, fees, and assessments
Each
member must pay, within the time and on the conditions set
by the board, the dues,
fees, and assessments in amounts
to be fixed from time to time by the board. The dues,
fees, and assessments shall be equal for all members of a
class.
9.
Members in good standing
Members
who have paid the required dues, fees, and assessments in
accordance with these bylaws
and who are not suspended
shall be members in good standing.
10.
Termination of membership
A
membership shall terminate on occurrence of any of the following
events:
-
(a)
Resignation of the member;
-
(b)
Expiration of the period of membership, unless the membership
is renewed on the renewal
terms
fixed by the
board;
-
(c)
The member’s failure to pay
dues, fees, or assessments as
set by the board within period of time set by the
board after they are due and payable;
-
(d)
Any event that renders the member ineligible
for membership, or failure to satisfy
membership qualifications;
or
-
(e)
Termination of membership under Section 12 of these
bylaws based on the good
faith determination
by the
board that the
member has failed in a material
and serious degree to observe the rules of conduct
of the corporation,
or has
engaged
in conduct materially and
seriously prejudicial to
the corporation’s
purposes and interests.
11.
Suspension of membership
A
member may be suspended, under Section 12 of these bylaws,
based on the good faith determination
by the board that the
member has failed in a material and serious degree to observe
the corporation’s rules of conduct, or has engaged
in conduct materially and seriously prejudicial to the corporation’s
purposes and interests.
A
person whose membership is suspended shall not be a member
during the period of suspension.
12.
Termination or suspension of membership
If
grounds appear to exist for suspending or terminating a member
under Sections
10 or 11 of these bylaws, the following
procedure shall be followed:
-
(a)
The board shall give the member at least 15 days’ prior
notice of the proposed suspension or termination and
the reasons for the proposed suspension or termination.
Notice shall be
given by any method reasonably calculated to provide
actual notice. Notice given by mail shall be sent by first-class
or
registered mail to the member’s last address
as shown on the corporation’s records.
-
(b)
The member shall be given an opportunity to be heard, either
orally or in writing, at least five days
before
the effective
date of the proposed suspension or termination. The
hearing shall be held, or the written statement considered,
by
the board or by a committee or person authorized
by
the board
to determine whether the suspension or termination
should occur.
-
(c)
The board, committee, or person shall decide whether the
member should be suspended, expelled,
or sanctioned
in any
way. The decision of the board, committee, or person
shall be final.
-
(d)
Any action challenging an expulsion, suspension, or termination
of membership, including a claim
alleging defective
notice,
must be commenced within one year after the date
of the expulsion, suspension, or termination.
13.
Transfer of Membership
No
membership or right arising from membership shall be transferred.
All membership rights
cease on the
member’s death or
dissolution.
14.
Annual meeting
An
annual meeting of members shall be held on the first Tuesday
of March of each year
at 5
p.m.,
unless the
board fixes another
date or time and so notifies members
as provided in Sections 19-21 of these bylaws. If the
scheduled date
falls on
a legal holiday, the meeting shall be
held on the next full
business
day. At the meeting, directors shall
be elected and other proper business may be transacted,
subject to Sections
19 and 20 of
these bylaws.
15.
Place of meeting
Meetings
of the members shall be held at any place within or outside
California designated by the
board or by the written
consent of all members entitled to vote at the meeting, given
before or after the meeting. In the absence of any such designation,
members’ meetings shall be held at the corporation’s
principal office.
16.
Authority to call special meetings
The
board or the chairman of the board, if any, or the president,
or 5 percent or more
of the members, may call
a special meeting
of the members for any lawful purpose at any time.
17.
Calling special meetings
A
special meeting called by any person entitled to call a meeting
(other than the board)
shall be called by
written request,
specifying the general nature of the business proposed
to
be transacted, and submitted to the chairman of the
board, if
any, or the president or any vice president or the
secretary of the corporation. The officer receiving the
request
shall cause notice to be given promptly to the members
entitled
to vote, under Sections 19 and 20 of these bylaws,
stating that
a meeting will be held at a specified time and date
fixed by the board, provided, however, that the meeting
date
shall be
at least 35 but no more than 90 days after receipt
of the request. If the notice is not given within 20
days after
the request
is received, the person or persons requesting the
meeting may give the notice. Nothing in this Section shall
be
construed as limiting, fixing, or affecting the time
at which a meeting
of members may be held when the meeting is called
by
the board.
18.
Proper business of special meeting
No
business, other than the business that was set forth in the
notice of the meeting,
may be transacted
at
a special meeting.
19.
General notice requirements
Whenever
members are required or permitted to take any action at a
meeting, a written notice
of the
meeting shall be given,
under Section 21 of these bylaws, to each
member entitled to vote at that meeting. The notice
shall specify the
place, date,
and hour of the meeting. For the annual meeting,
the notice shall state the matters that the
board, at the
time notice
is given, intends to present for action by
the members. For a special meeting, the notice shall
state the
general nature
of the business to be transacted and shall
state that no other business may be transacted. The
notice of
any
meeting
at which
directors are to be elected shall include
the names of all persons who are nominees when
notice is
given.
20.
Notice of certain agenda items
Approval
by the members of any of the following proposals, other
than by unanimous approval
by those entitled to vote,
is valid only if the notice or written waiver of notice
states the general nature of the proposal or proposals:
-
(a)
Removing a director without cause;
-
(b)
Filling vacancies on the board;
-
(c)
Amending the articles of incorporation;
-
(d)
Electing to wind up and dissolve the corporation.
-
(e)
Approving a contract or transaction between the corporation
and one
or more directors, or between the corporation
and any entity in which a director has a material
financial interest;
-
(f)
Approving a plan of distribution of assets, other than money,
not in accordance with liquidation
rights of any class
or classes as specified in the articles or
bylaws, when the corporation is in the process of winding
up.
21.
Manner of giving notice
Notice
of any meeting of members shall be in writing and shall be
given at least 10 but
no more than
90 days before
the meeting
date. The notice shall be given either
personally or by first-class, registered, or certified
mail, or by
other
means of written
communication, charges prepaid, and shall
be addressed to each member entitled to vote, at
the address
of that member
as it
appears on the books of the corporation
or at the address given by the member to the corporation
for
purposes
of notice. If
no address appears on the corporation’s
books and no address has been so given,
notice shall be deemed to have been
given if either (i) notice is sent to that
member by first-class mail or telegraphic
or other written communication to the corporation’s
principal office or (ii) notice is published
at least once in a newspaper of general
circulation in the county in
which the principal office is located.
Written communication shall
include but not be limited to E-mail.
22.
Affidavit of mailing notice
An
affidavit of the mailing of any notice of any members’ meeting,
or of the giving of such notice by
other means, may be executed by the secretary, assistant
secretary,
or any transfer agent
of the corporation, and if so executed,
shall be filed and maintained in the corporation’s
minute book.
23.
Quorum
Fifty
percent of members eligible to vote shall constitute a quorum
for
the transaction
of
business at any meeting
of members. The members present
at a duly called or held meeting
at which a quorum is present may
continue to transact business until adjournment,
even if
enough members
have withdrawn
to leave less than a quorum, if
any action taken is approved by
at least a majority of the members
eligible to vote required to constitute a quorum.
24.
Eligibility to vote
Subject
to the California Nonprofit Mutual Benefit Corporation Law,
members in good standing on the
record date as determined
under Section 35 of these bylaws shall be entitled to vote
at any meeting of members.
25.
Manner of voting
Voting
may be by voice or by ballot, except that any election of
directors must be by ballot if demanded
before the voting
begins by any member at the meeting.
26.
Number of votes
Each
member entitled to vote may cast one vote on each matter
submitted to a vote of the members.
27.
Approval by majority vote
If
a quorum is present, the affirmative vote of a majority of
the members represent at the meeting,
entitled
to vote and voting on any matter, shall be deemed the
act of the
members
unless the vote of a greater number is required
by the California Nonprofit Mutual Benefit Corporation
Law or
by the articles
of incorporation.
28.
Waiver of notice or consent
The
transactions of any meeting of members, however called or
noticed and wherever held,
shall
be as valid as though
taken at a meeting duly held after standard
call and notice, if (a)
a quorum is present either in person or by
proxy, and (b) either before or after the meeting, each
member
entitled to vote,
not present in person or by proxy, signs
a written
waiver of notice, a consent to the holding
of the meeting, or
an approval
of the minutes of the meeting. The waiver
of notice, consent,
or approval need not specify either the business
to be transacted or the purpose of the meeting
except that,
if action is taken
or proposed to be taken for approval of any
matter specified in Section 20 of these bylaws, the
waiver of notice,
consent, or approval shall state the general
nature of the proposal.
All such waivers, consents, or approvals
shall be filed
with the corporate records or made a part
of the minutes of the
meeting A member’s attendance at a
meeting shall also constitute a waiver of
notice of
and presence at that meeting
unless the member objects at the beginning
of the meeting to the transaction of any
business because the meeting was not
lawfully called or convened. Also, attendance
at a meeting is not a waiver of any right
to object to the consideration
of matters required to be included in the
notice of the meeting but not so included,
if that
objection is expressly made at
the meeting.
29.
Action by unanimous written consent
Any
action required or permitted to be taken by the members may
be taken without
a meeting,
if
all members
consent
in writing to the action. The written
consent or consents shall
be filed
with the minutes of the meeting. The
action by written consent shall have the same
force and
effect as a
unanimous vote
of the members.
30.
Action by written ballot
Any
action that members may take at any meeting of members may
also be taken without a meeting
by complying with Sections
31 to 34 of these bylaws.
31.
Solicitation of written ballots
This
corporation shall distribute one written ballot to each member
entitled to vote on the
matter. The ballots
shall
be mailed or delivered in the manner required by Section
21 of
these bylaws. All solicitations of votes by written ballot
shall (a) state the number of responses needed to meet
the quorum requirement; (b) state, with respect to ballots
other
than for election of directors, the percentage of approvals
necessary to pass the measure or measures; and (c) specify
the time by which the ballot must be received in order
to be counted. Each ballot so distributed shall (a) set
forth
the
proposed action; (b) give the members an opportunity
to specify approval or disapproval of each proposal; and
(c)
provide
a reasonable time in which to return the ballot to the
corporation. If the corporation has 100 or more members,
any written ballot
distributed to ten or more members shall provide that,
subject to reasonable specified conditions, if the person
solicited
specifies a choice in any such matter, the vote shall
be cast
according to that specification.
In
any election of directors, a written ballot that a member
marks “withhold,” or
otherwise marks in a manner indicating that authority to
vote is withheld, shall not be
voted either for or against the election of a director
32.
Number of votes and approvals required
Approval
by written ballot shall be valid only when (i) the number
of votes cast
by ballot (including
ballots that are
marked “withhold” or otherwise indicate
that authority to vote is withheld) within the
time specified equals or exceeds
the quorum required to be present at a meeting
authorizing the action, and (ii) the number of
approvals equals
or exceeds the number of votes that would be required
for approval at
a meeting at which the total number of votes cast
was the same as the number of votes cast by written
ballot without a meeting
33.
Revoking ballots
A
written ballot may not be revoked.
34.
Filing ballots
All
written ballots shall be filed with the secretary of the
corporation and maintained in the
corporate records for at
least one year.
35.
Record date for notice, voting, written ballots, and other
board actions
For
purposes of establishing the members entitled to receive
notice of any meeting,
entitled
to vote at
any meeting,
entitled to vote by written ballot,
or entitled to exercise any rights
in any lawful action, the board of
directors may, in advance, fix a record date. The
record date
so fixed
for:
(a)
Sending notice of a meeting shall be no more than 90 nor
less than
10 days before
the
date
of the meeting;
(b)
Voting at a meeting shall be no more than 60 days before
the
date of
the meeting;
(c)
Voting by written ballot shall be no more than 60 days
before
the day on which
the first
written
ballot is mailed
or solicited; and
(d)
Taking any other action shall be no more than 60 days
before
that action
If
not otherwise fixed by the board, the record date
for
determining members entitled
to receive
notice
of a meeting
of members
shall be the next business
day
preceding the day on which
notice is given
or, if notice is waived,
the
next business
day preceding
the day on which the meeting
is
held. If not
otherwise fixed by the
board, the record date for determining
members entitled
to vote at the meeting
shall be
the day on which the meeting
is held.
If
not otherwise fixed by the board, the record
date
for
determining members entitled
to vote
by written
ballot shall be the day
on which the first written
ballot
is mailed or solicited.
If
not otherwise fixed by the board, the record
date
for
determining members
entitled to exercise
any
rights with
respect to any
other lawful action
shall be the
date on which the board
adopts the resolution
relating
to
that action,
or the
60th day before
the date of that action,
whichever is later.
For
purposes of Section 24 of these bylaws,
a person holding
a membership
at the close
of business
on
the record date
shall be a member
of record.
36.
Members’ proxy right
Each
member entitled to vote shall have the right to do so either
in person or by one or more
agents authorized by a written
proxy, signed by the person and filed with the secretary
of the corporation. A proxy shall be deemed signed if the
member’s
name is placed on the proxy by the member or the member’s
attorney-in-fact, whether by manual signature, typewriting,
telegraphic transmission, or otherwise.
37.
Solicited proxies
If
the corporation has 100 or more members, any form of proxy
distributed to 10 or more members shall
give the
member an
opportunity to specify a choice between approval and
disapproval of each matter or group of related matters and,
subject
to reasonable specified conditions, shall provide that,
when
the person solicited specifies a choice in any such matter,
the
vote shall be cast according to that specification. In
an election of directors, any form of proxy that a member
marks “withhold,” or
otherwise marks in a manner indicating that authority
to vote for the election of directors is withheld, shall
not
be voted
either for or against the election of a director.
38.
Subject matter of proxy to be stated
Any
revocable proxy covering matters for which a vote of the
members is required
shall not be valid unless
the proxy
sets
forth the general nature of the matter to be voted
on. Such matters include amendments to the articles
of incorporation;
amendments to the articles or bylaws changing proxy
rights; removal of directors without cause; filling
vacancies
on the board of directors; the sale, lease, exchange,
conveyance,
transfer, or other disposition of all or substantially
all
corporate assets unless the transaction is in the
usual and regular course of the corporation’s activities;
the principal terms of a merger or the amendment
of a merger agreement; the
election to dissolve the corporation; contracts or
transactions between the corporation and one or more
directors or between
the corporation and an entity in which a director
has a material financial interest; or a plan of distribution
of assets other
than money to members when the corporation is in
the
process of winding up, when the distribution is not
in accordance with
liquidation rights of any class or classes.
39.
Revocability of proxies
No
proxy shall be valid after the expiration of 11 months from
the date of the proxy, unless
provided
otherwise
in the proxy,
except that the maximum term of a proxy shall
be three years after the date of execution. The revocability
of a proxy
that states on its face that it is irrevocable
shall be governed by Corporations Code section 7613.
A
validly
executed
proxy
that does not state that it is irrevocable shall
continue in
full force and effect until either
(a)
it is revoked by the member executing it before the vote
is cast under
that proxy, (i)
by a writing
delivered
to the
corporation stating that the proxy is revoked,
(ii) by a subsequent proxy executed by that
member and
presented to
the meeting,
or (iii) as to any meeting, by the member’s
personal attendance and voting at the meeting,
or
(b)
written notice of the death or incapacity of the maker of
the proxy is received by the
corporation
before
the
vote under the proxy is counted.
40.
Adjournment and notice of adjourned meetings
Any
members’ meeting,
whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority
of the members represented at the meeting,
either in person or by proxy. No meeting may be adjourned
for more than 45 days.
When a members’ meeting is adjourned
to another time or place, notice need
not be given of the adjourned meeting
if the time and place to which the meeting
is adjourned are announced at the meeting
at which adjournment is taken. If
after adjournment a new record date is
fixed for notice or voting, a notice
of
the adjourned meeting shall be given
to each member who, on the record date
for
notice of the meeting,
is entitled to vote at the meeting. At
the adjourned meeting, the corporation
may transact any business that might
have been
transacted at the original meeting.
BOARD
OF DIRECTORS
41.
General powers
Subject
to the provisions and limitations of the California Nonprofit
Mutual Benefit Corporation Law and
any other applicable
laws, and subject to any limitations of the articles of
incorporation or bylaws regarding actions that require approval
of the
members, the corporation’s activities and affairs
shall be managed, and all corporate powers shall be exercised,
by or under the
direction of the board.
42.
Specific power
Without
prejudice to the general powers set forth in Section 41 of
these bylaws, but subject to the same
limitations,
the board shall have the power to
1.
Appoint and remove, at the pleasure of the board, all corporate
officers, agents,
and employees; prescribe
powers
and duties
for them as are consistent with the law, the articles
of incorporation, and these bylaws; fix their compensation;
and require from
them security for faithful service.
2.
Change the principal office or the principal business office
in California
from one location to another;
cause the corporation
to be qualified to conduct its activities in any
other state, territory, dependency, or country;
conduct its
activities in or outside California; and designate
a place in or outside
California for holding any meeting of members.
3.
Borrow money and incur indebtedness on the corporation’s
behalf and cause to be executed and delivered
for the corporation’s
purposes, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other
evidences of debt and securities.
4.
Adopt and use a corporate seal; prescribe the forms of membership
certificates; and alter
the
forms of
the seal
and certificates.
43.
Number of and qualifications for director
The
board of directors shall consist of at least 5 but no more
than 16 directors
unless
changed
by amendment
to these
bylaws.
The exact number of directors shall be
fixed, within those limits, by a resolution adopted
by the board
of
directors.
The qualifications for directors are dedication
to the purposes of this corporation and
meeting other
requirements
as may
be determined by the members.
44.
Term of office
Each
director shall hold office for two years and until a successor
director
has been designated
and qualified.
45.
Nominations by committee
The
chairman of the board or, if none, the president shall appoint
a committee
to nominate
qualified
candidates for
election to the board at least
45 days before the date of any election
of directors. The nominating committee
shall make its report at least
15 days before the
date of
the election,
or at
such other time as the board may
set, and the secretary shall
forward to each member, with the
notice of meeting required by these
bylaws, a list of all candidates
nominated by committee.
46.
Nominee’s right to solicit vote
The
board shall formulate procedures that allow a reasonable
opportunity for a nominee
to communicate to members the nominee’s
qualifications and the reasons for the nominee’s candidacy,
a reasonable opportunity for the nominee to solicit votes,
and a reasonable opportunity for all members to choose among
the nominees.
47.
Use of corporate funds to support nominee
If
more people have been nominated for director than can be
elected, no corporate
funds may be expended to support
a nominee
without the board’s authorization.
48.
Events causing vacancies on board
A
vacancy or vacancies on the board of directors shall occur
in the event of (a) the
death or resignation
of any director;
(b) the declaration by board resolution of a vacancy
in the office of a director who has been declared
of unsound
mind
by a court order, convicted of a felony, or, if the
corporation holds assets in charitable trust, found
by a final order
or judgment of any court to have breached a duty
arising under
Corporations Code section 7238; (c) the vote of the
members or, if the corporation has fewer than 50
members, the
vote of a majority of all members, to remove any
director(s); (d) an increase in the authorized number of
directors;
or (e) a
failure of the members, at any meeting of members
at which
any director or directors are to be elected, to elect
the number of directors required to be elected at
that meeting.
49.
Resignation of director
Except
as provided below, any director may resign by giving written
notice to the chairman of the
board, if any, or
to the president or the secretary of the board.
The resignation shall be effective when the notice is
given
unless it
specifies a later time for the resignation to
become effective. If
a director’s resignation is effective at
a later time, the board may elect a successor
to take office as of the date
when the resignation becomes effective.
Except
on notice to the California Attorney General,
no director may resign if the corporation would
be left without
a duly
elected director or director
50.
Vacancies filled by board
Except
for a vacancy created by the removal of a director by the
members, 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 according to notice or
waivers of
notice complying
with Corporations
Code section 7211, or (3) a sole remaining
director.
51.
Vacancies filled by members
The
members may elect a director or directors at any time to
fill any vacancy or vacancies
not filled
by
the directors.
52.
No vacancy on reduction of number of director
Any
reduction of the authorized number of directors shall not
result in
any director’s being removed before his or
her term of office expires.
53.
Place of board meetings
Meetings
of the board shall be held at any place within or outside
California
that has
been designated
by resolution
of the board or in the notice
of the meeting or, if not so
designated,
at the principal office of
the
corporation
54.
Meetings by telephone or other telecommunications equipment
Any
board meeting may be held by conference telephone,
video screen
communication,
or other communications
equipment. Participation
in a meeting under this Section
shall
constitute
presence in
person at the meeting if
all of the following apply:
-
(a)
Each member participating in the meeting can communicate
concurrently
with all other
members.
-
(b)
Each member is provided the means of participating
in all
matters before
the
board, including
the capacity to propose,
or to interpose an
objection to, a specific action
to be taken by the
corporation.
-
(c)
The board has adopted and implemented a means
of verifying
both of the
following
-
(1)
A person communicating by telephone, video
screen, or other
communications
equipment is
a director entitled
to
participate
in the board meeting.
-
(2)
All statements, questions, actions,
or votes were
made by that
director and not
by another
person not
permitted to
participate as a director.
55.
Annual and other meetings
Immediately
after each
annual meeting
of members,
the board
shall hold
a general
meeting for purposes
of organization,
election
of officers,
and transaction
of
other business.
Notice of
this meeting
is
not required.
Other
general meetings
of the
board may
be held
without notice
at such
time and
place
as the
board may
fix from
time to
time.
56.
Authority to call special meetings
Special
meetings of the board for any purpose may be called at any
time by the chairman
of the board, if any, the president
or any vice president, the secretary, or any two directors.
57.
Notice of special meeting
Notice
of the time and place of special meetings shall be given
to each director by (a) personal
delivery of written
notice;
(b) first-class mail, postage prepaid; (c) telephone,
including a voice messaging system or other system or technology
designed
to record and communicate messages, either directly to
the director or to a person at the director’s office
who would reasonably be expected to communicate that
notice promptly
to the director;
(d)
telegram; (e) facsimile; (f) electronic mail; or (g) other
electronic means. All such notices
shall be
given
or sent to
the director’s address or telephone number as
shown on the corporation’s records.
Notices
sent by first-class mail shall be deposited in the United
States mails at least four days before
the
time set
for the meeting. Notices given by personal delivery,
telephone, electronic mail, or telegraph shall be
delivered,
telephoned,
sent, or given to the telegraph company, respectively,
at least 48 hours before the time set for the meeting.
The
notice shall state the time of the meeting and the place,
if the place is other than the corporation’s principal
office. The notice need not specify the purpose
of the meeting.
58.
Quorum
A
majority of the authorized number of directors shall constitute
a quorum for the transaction
of any business
except adjournment.
Every action taken or decision made by a majority
of the directors present at a duly held meeting
at which
a quorum
is present
shall be an act of the board, subject to the
more stringent provisions of the California Nonprofit
Mutual Benefit
Corporation Law, including, without limitation,
the provisions on (a)
approval of contracts or transactions between
this corporation and one
or more directors or between this corporation
and any entity in which a director has a material financial
interest, (b) creation of and appointments
to committees
of the
board,
and (c) indemnification of directors. A meeting
at which a quorum
is initially present may continue to transact
business, despite
the withdrawal of some directors, if any action
taken or decision made is approved by at least a majority
of the
required quorum
for that meeting.
59.
Waiver of notice
Notice
of a meeting need not be given to any director who, either
before or after the
meeting, signs
a waiver of notice,
a written consent to the holding of the
meeting, or an approval of the minutes of the meeting.
The waiver
of
notice or consent
need not specify the purpose of the meeting.
All such waivers, consents, and approvals
shall be
filed with
the corporate
records or made a part of the minutes of
the meetings. Notice of a
meeting need not be given to any director
who attends the meeting and who, before or at the
beginning
of the meeting,
does not
protest the lack of notice to him or her.
60. Adjournment
A majority of the directors present, whether
or not a quorum is present, may adjourn any meeting to another
time and place.
61. Notice of adjourned meeting
Notice of the time and place
of holding an adjourned meeting need not be given unless
the original meeting is adjourned
for more than 24 hours. If the original meeting is adjourned
for more than 24 hours, notice of any adjournment to
another time and place shall be given, before the time of the
adjourned
meeting, to the directors who were not present at the
time of the adjournment.
62. Action without a meeting
Any action that the board is required
or permitted to take may be taken without a meeting if all
board members
consent
in writing to the action. Such action by written
consent shall have the same force and effect as any other validly
approved
board action. All such consents shall be filed with
the minutes of the proceedings of the board.
63. Compensation
and reimbursement
Directors and members of committees of the
board may receive such compensation, if any, for their services
as directors
or officers, and such reimbursement of expenses,
as the board may establish by resolution to be just
and reasonable
as
to the corporation at the time that the resolution
is adopted.
64. Creation and powers of committees
The board, by resolution
adopted by a majority of the directors then in office, may
create
one or more
committees,
each
consisting of two or more directors and no
one who is not a director,
to serve at the pleasure of the board. Appointments
to committees of the board shall be by majority
vote of
the directors then
in office. The board may appoint one or more
directors as alternate members of any such
committee, who
may replace any absent member
at any meeting. Any such committee shall
have all the authority of the board, to the extent
provided
in the
board resolution,
except that no committee may:
-
(a) Take any
final action on any matter that, under the California
Nonprofit Mutual Benefit
Corporation
Law,
also requires approval
of the members or approval of a majority
of all members;
-
(b) Fill vacancies on the
board or any committee of the board;
-
(c) Fix compensation
of the directors for serving on the board or on any committee;
-
(d)
Amend or repeal bylaws or adopt new bylaws;
-
(e) Amend or repeal
any resolution of the board that by its express
terms is
not
so amendable
or repealable;
-
(f) Create any other
committees of the board or appoint the members
of committees
of the
board;
-
(g) Expend corporate funds
to support a nominee for director
if more
people have
been nominated
for director
than
can be elected; or
-
(h) With
respect to any assets held in charitable trust, approve
any
contract or transaction
between this corporation
and one
or more of its directors
or between this
corporation and an entity
in which one or more of its directors
have a
material financial interest,
subject
to the approval provisions
of Corporations
Code section 5233(d)(3).
65. Meetings and action of committees
Meetings and actions
of committees of the board shall be governed by, held, and
taken under the provisions of these bylaws
concerning meetings and other board actions, except that
the time for general meetings of such committees and the
calling of special meetings of such committees may be set
either by board resolution or, if none, by resolution of
the committee. Minutes of each meeting shall be kept and
shall be filed with the corporate records. The board may
adopt rules for the governance of any committee as long
as the rules are consistent with these bylaws. If the board
has not adopted rules, the committee may do so.
OFFICERS
66. Offices held
The officers of this corporation shall be
a president, a secretary, and a chief financial officer.
The corporation,
at the board’s
discretion, may also have 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 appointed under Section 68 of these bylaws.
Any
number of offices may be held by the same person.
67.
Election of officers
The officers of this corporation, shall
be chosen annually by the board and shall serve at the
pleasure of the board,
subject to the rights of any officer under any
employment contract.
68. Appointment of other officers
The board may appoint and
authorize the chairman of the board, the president, or another
officer
to appoint
any
other officers
that the corporation may require. Each appointed
officer shall have the title and authority,
hold office for
the period, and
perform the duties specified in the bylaws
or established by the board.
69. Removal of officers
Without prejudice to the rights of
any officer under an employment contract, the board
may remove any
officer with
or without
cause. An officer who was not chosen
by the board may be removed by any other officer on whom the
board confers
the power of
removal.
70. Resignation of officers
Any officer may resign at any time
by giving written notice to the board.
The resignation
shall take
effect on the
date the notice is received or at
any later time specified in
the notice. Unless otherwise specified
in the notice, the resignation
need not be accepted to be effective.
Any resignation shall be without
prejudice to any rights of
the corporation under
any contract to which the officer
is a
party.
71. Vacancies in office
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 normal appointments to that
office, provided,
however, that vacancies
need not be
filled on an annual basis.
72.
Chairman of the board
If a chairman of the board of
directors is elected, he
or she shall preside
at board
meetings and
shall exercise
and
perform
such other powers and duties
as the board may assign from
time
to time.
If there
is no president,
the
chairman of
the board
shall also be the chief executive
officer and shall have the
powers and duties
of the president
of
the corporation
set forth
in these bylaws.
73. President
Subject to such supervisory powers as the
board may give to the chairman of the board, if any, and
subject
to the control
of the board, the president shall be the general manager
of the corporation and shall supervise, direct, and control
the corporation’s activities, affairs, and officers.
The president shall preside at all members’ meetings
and, in the absence of the chairman of the board, or if
none, at all board meetings. The president shall have such
other
powers and duties as the board or the bylaws may require.
74.
Vice presidents
If the president is absent or disabled,
the vice presidents, if any, in order of their rank as fixed
by the board, or,
if not ranked, a vice president designated by the board,
shall
perform all duties of the president. When so acting, a
vice president shall have all powers of and be subject to all
restrictions on the president. The vice presidents shall
have such other
powers and perform such other duties as the board or the
bylaws may require.
75. Secretary
The secretary shall keep or cause to be kept,
at the corporation’s
principal office or such other place as the board may
direct, a book of minutes of all meetings, proceedings, and
actions
of the board, of committees of the board, and of members’ meetings.
The minutes of meetings shall include the time and
place that the meeting was held; whether the meeting
was annual,
general,
or special, and, if special, how authorized; the notice
given; the names of persons present at board and committee
meetings;
and the number of members present or represented at
members’ meetings.
The secretary shall keep or
cause to be kept, at the principal California office,
a copy of the articles
of incorporation
and bylaws, as amended to date.
The secretary shall
keep or cause to be kept, at the corporation’s
principal office or at a place determined by resolution
of the board, a record of the corporation’s members,
showing each member’s name, address, and class of membership.
The
secretary shall give, or cause to be given, notice of all
meetings of members, of the board, and of
committees of the
board that these bylaws require to be given. The
secretary shall keep the corporate seal, if any, in safe
custody
and
shall have such other powers and perform such other
duties as the board or the bylaws may require.
76.
Chief financial officer
The chief financial officer shall
keep and maintain, or cause to be kept and maintained, adequate
and
correct books
and
accounts of the corporation’s properties
and transactions. The chief financial officer
shall send or cause to be given to
the members and directors such financial statements
and reports as are required to be given by law,
by these bylaws, or by
the board. The books of account shall be open
to inspection by any director at all reasonable
times.
The chief financial officer shall (i) deposit,
or cause to be deposited, all money and other
valuables in the
name and
to the credit of the corporation with such depositories
as the board may designate; (ii) disburse the
corporation’s
funds as the board may order; (iii) render to
the president, chairman of the board, if any,
and the board, when requested,
an account of all transactions as chief financial
officer and of the financial condition of the
corporation; and (iv) have
such other powers and perform such other duties
as the board or the bylaws may require.
If required
by the board, the chief financial officer shall
give the corporation a bond in
the amount
and with the
surety or sureties specified by the board for
faithful performance
of the duties of the office and for restoration
to the corporation of all of its books, papers,
vouchers,
money,
and other property
of every kind in the possession or under the
control of the chief financial officer on his
or her death,
resignation, retirement, or removal from office.
DEALING WITH DIRECTORS AND OFFICERS
77. Contracts with directors
and officers
No director of this corporation nor any other
corporation, firm, association, or other entity in which
one or more of
this corporation’s directors are directors or have
a material financial interest, shall be interested, directly
or indirectly, in any contract or other transaction with
this
corporation, unless (a) the material facts as to the transaction
and such director’s interest are fully disclosed
or known to the members and such contract or transaction
is
approved
by the members in good faith, with any membership owned
by any interested director not being entitled to vote thereon;
or (b) the material facts regarding such director’s
financial interest in such contract or transaction or regarding
such
common directorship, officership, or financial interest
are fully disclosed in good faith and are noted in the
minutes
or are known to all board members before consideration
by the board of such contract or transaction, and such
contract
or
transaction is authorized in good faith by a majority of
the board by a vote sufficient for that purpose without
counting the vote of the interested director.
78. Loans
to directors and officers
This corporation shall not lend
any money or property to, or guarantee the obligation of,
any director or officer
of the
corporation or of its parent, affiliate, or subsidiary
unless (a) the board decides that the loan or guaranty may
reasonably be expected
to benefit
the corporation, and (b) before consummating the transaction
or any part of it, the loan or guaranty is approved by
either the members, without counting the vote of the
director or
officer, if a member, or the vote of a majority of the
directors then
in office, without counting the vote of the director
who is to receive the loan or guaranty.
79. Indemnification
To the fullest extent permitted by law,
this corporation shall indemnify its directors, officers,
employees, and other persons
described in Corporations Code section 7237(a), including
persons formerly occupying any such positions, against
all expenses,
judgments, fines, settlements, and other amounts
actually and reasonably incurred by them in connection with
any “proceeding,” as
that term is used in that section, and including
an action by or in the right of the corporation, by reason
of the fact
that the person is or was a person described in that
section. “Expenses,” as
used in this bylaw, shall have the same meaning as
in that section of the
Corporations Code.
On written request to the board by any person
seeking indemnification under Corporations Code section
7237(b) or section 7237(c),
the board shall promptly decide under Corporations
Code section 7237(e) whether the applicable standard
of conduct
set forth
in Corporations Code section 7237(b) or section
7237(c) has been met and, if so, the board shall authorize
indemnification. If the board cannot authorize
indemnification,
because
the
number of directors who are parties to the proceeding
with respect to which indemnification is sought
prevents the
formation of a quorum of directors who are not
parties to that proceeding,
the board shall promptly call a meeting of members.
At that meeting, the members shall determine
under Corporations
Code
section 7237(e) whether the applicable standard
of conduct has been met and, if so, the members present
at the meeting
in person or by proxy shall authorize indemnification.
To
the fullest extent permitted by law and except as otherwise
determined by the board in a specific
instance,
expenses
incurred by a person seeking indemnification
under these bylaws in defending
any proceeding covered by these bylaws shall
be advanced by the corporation before final
disposition of the
proceeding, on receipt by the corporation of
an
undertaking by or
on behalf
of that person that the advance will be repaid
unless it is ultimately found that the person
is entitled
to be indemnified
by the corporation for those expenses.
80. Insurance
This corporation shall have the right to purchase
and maintain insurance to the full extent permitted by law
on behalf of
its officers, directors, employees, and other agents, to
cover any liability asserted against or incurred by any
officer, director, employee, or agent in such capacity or arising
from the officer’s, director’s, employee’s,
or agent’s status as such.
RECORDS AND INSPECTION
81. Maintenance of corporate records
This corporation shall
keep:
-
(a) Adequate and correct books and records of account;
-
(b)
Written minutes of the proceedings of its members, board,
and committees of the board; and
-
(c)
A record of each member’s
name, address, and class of membership.
82. Membership records
Unless the corporation provides a reasonable
alternative as provided below, any member may do either
or both of the following
for a purpose reasonably related to the member’s
interest as a member:
-
(a)
Inspect and copy the records containing members’ names,
addresses, and voting rights during usual
business hours on five days’ prior
written demand on the corporation, which
must state the purpose for which the
inspection rights are
requested; or
-
(b) Obtain from the secretary
of the corporation, on written demand
and tender of a reasonable
charge, a
list of names,
addresses, and voting rights of members
who are entitled to vote for directors as of
the most
recent record
date for which
that list has been compiled, or as of
the date, after the date of demand, specified
by the
member. The
demand shall
state
the purpose for which the list is requested.
The secretary shall make this list available
to the
member on or
before the later of ten days after the
demand is received or
the date
specified in the demand as the date as
of which the list is to be compiled.
The corporation
may, within ten business days after receiving a demand under
this
Section,
make a written
offer of
an alternative method of reasonable and
timely achievement of the proper
purpose specified in the demand without
providing access to or a copy
of the membership list. Any rejection of
this offer must be in writing and must
state the
reasons the
proposed alternative
does not meet the proper purpose of the
demand.
If the corporation reasonably believes
that the information will be used for a
purpose
other
than one reasonably
related to a person’s interest as
a member, or if it provides a reasonable
alternative under this
Section, it may
deny the
member access to the membership list.
Any
inspection and copying under this Section may be made in
person or by the member’s agent or attorney. The right
of inspection includes the right to copy
and make extracts. | 
