Bylaws 2: Difference between revisions

From Noisebridge
Jump to navigation Jump to search
Leif (talk | contribs)
Bureaucrats, Administrators
543 edits
VisualWikitext
import nolo bylaws with minimal wikification
 
m replace text with redirect
 
(12 intermediate revisions by 3 users not shown)
Line 1: Line 1:
== Bylaws of Noisebridge<br/>A California Public Benefit Corporation ==
#redirect [[Bylaws]]
 
=== ARTICLE 1<br/>OFFICES ===
 
'''SECTION 1. PRINCIPAL OFFICE'''
The principal office of the corporation for the transaction of its
business is located in the city and county of San Francisco,
California.
 
'''SECTION 2. CHANGE OF ADDRESS'''
The county of the corporation's principal office can be changed only by
amendment of these bylaws and not otherwise. The board of directors
may, however, change the principal office from one location to another
within the named county by noting the changed address and effective
date below, and such changes of address shall not be deemed an
amendment of these bylaws.
 
3435 Cesar Chavez Street, Suite 211,
San Francisco, California Dated: ____________
 
____________________ Dated: ____________
 
____________________ Dated: ____________
 
'''SECTION 3. OTHER OFFICES'''
The corporation may also have offices at such other places, within or
without the State of California, where it is qualified to do business,
as its business may require and as the board of directors may, from
time to time, designate.
 
=== ARTICLE 2<BR/> PURPOSES ===
 
'''SECTION 1. OBJECTIVES AND PURPOSES'''
The primary objectives and purposes of this corporation shall be to
engage in scientific, charitable and educational activities within the
meaning of Section 501(c)(3) of the Internal Revenue Code, including
but not limited to:
 
# To provide work space, storage, and other resources for projects
    related to art and technology.
# Through talks, workshops, collaborative projects, and other
    activities, to encourage research, knowledge exchange, learning,
    and mentoring in a safe, clean space.
# To develop, support the development of, and provide resources for
    the development of free and open source software and hardware.
# To foster, by all legal means, the common purposes of its
    participants.
# To conduct or engage in all lawful activities in furtherance of the
    stated purposes or those incidental to them.
 
The activities of the Corporation shall be performed in service to and
with guidance of the community of participants. Notwithstanding any
other provisions of these Articles, the Corporation shall not carry on
any activities not permitted to be carried on by a corporation exempt
from federal income tax under Section 501(c)3 of the Code.
 
=== ARTICLE 3<BR/> DIRECTORS ===
 
'''SECTION 1. NUMBER'''
The number of directors shall be not fewer than five (5) nor more than
eleven (11), with the initial number of authorized directors to be five
(5), unless otherwise authorized from time to time by resolution of the
Board of Directors. The maximum and minimum number of directors may be
changed by amendment of this bylaw, or by repeal of this bylaw and
adoption of a new bylaw, as provided in these bylaws.
 
'''SECTION 2. POWERS'''
Subject to the provisions of the California Nonprofit Public Benefit
Corporation law and any limitations in the articles of incorporation
and bylaws relating to action required or permitted to be taken or
approved by the members, if any, of this corporation, the activities
and affairs of this corporation shall be conducted and all corporate
powers shall be exercised by or under the direction of the board of
directors.
 
'''SECTION 3. DUTIES'''
It shall be the duty of the directors to:
 
(a) Perform any and all duties imposed on them collectively or
individually by law, by the articles of incorporation of this
corporation, or by these bylaws;
 
(b) Appoint and remove, employ and discharge, and, except as otherwise
provided in these bylaws, prescribe the duties and fix the
compensation, if any, of all officers, agents, and employees of the
corporation;
 
(c) Supervise all officers, agents, and employees of the corporation to
assure that their duties are performed properly;
 
(d) Meet at such times and places as required by these bylaws;
 
(e) Register their addresses with the secretary of the corporation and
notices of meetings mailed or telegraphed to them at such addresses
shall be valid notices thereof.
 
'''SECTION 4. TERMS OF OFFICE'''
Each director shall hold office until the next annual meeting for
election of the board of directors as specified in these bylaws, and
until his or her successor is elected and qualifies.
 
'''SECTION 5. COMPENSATION'''
Directors shall serve without compensation. In addition, they shall be
allowed reasonable advancement or reimbursement of expenses incurred in
the performance of their regular duties as specified in Section 3 of
this Article. Directors may not be compensated for rendering services
to the corporation in any capacity other than director unless such
other compensation is reasonable and is allowable under the provisions
of Section 6 of this Article. Any payments to directors shall be
approved in advance in accordance with this corporation's conflict of
interest policy, as set forth in Article 9 of these bylaws.
 
'''SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS'''
Notwithstanding any other provision of these bylaws, not more than
forty-nine percent (49%) of the persons serving on the board may be
interested persons. For purposes of this Section, "interested persons"
means either:
 
(a) Any person currently being compensated by the corporation for
services rendered it within the previous twelve (12) months, whether as
a full- or part-time officer or other employee, independent contractor,
or otherwise, excluding any reasonable compensation paid to a director
as director; or
 
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, mother-in-law, or
father-in-law of any such person.
 
'''SECTION 7. PLACE OF MEETINGS'''
Meetings shall be held at the principal office of the corporation
unless otherwise provided by the board or at such place within or
without the State of California which has been designated from time to
time by resolution of the board of directors. In the absence of such
designation, any meeting not held at the principal office of the
corporation shall be valid only if held on the written consent of all
directors given either before or after the meeting and filed with the
secretary of the corporation or after all board members have been given
written notice of the meeting as hereinafter provided for special
meetings of the board.
 
Any meeting, regular or special, may be held by conference telephone,
electronic video screen communication, or other communications
equipment. Participation in a meeting through use of conference
telephone constitutes presence in person at that meeting so long as all
directors participating in the meeting are able to hear one another.
Participation in a meeting through use of electronic video screen
communication, internet relay chat, instant message, or other
communications equipment (other than conference telephone) constitutes
presence in person at that meeting if all of the following apply:
 
a) Each director participating in the meeting can communicate with all
of the other directors concurrently;
 
b) Each director is provided the means of participating in all matters
before the board, including, without limitation, the capacity to
propose, or to interpose an objection to, a specific action to be taken
by the corporation; and
 
c) The corporation adopts and implements some means of verifying 1)
that all persons participating in the meeting are directors of the
corporation or are otherwise entitled to participate in the meeting,
and 2) that all actions of, or votes by, the board are taken and cast
only by directors and not by persons who are not directors.
 
'''SECTION 8. REGULAR AND ANNUAL MEETINGS'''
Regular meetings of directors shall be held at least once a year.
Annual meetings shall be called by the Executive Director, the
Chairman, or any two directors on any day, unless such day falls on a
legal holiday, in which event the regular meeting shall be held at the
same hour and place on the next business day. Notice shall be given as
provided in Section 10 of this Article.
 
'''SECTION 9. SPECIAL MEETINGS'''
Special meetings of the board of directors may be called by the
chairperson of the board, the executive director, the secretary, or by
any two directors, and such meetings shall be held at the place, within
or without the State of California, designated by the person or persons
calling the meeting, and in the absence of such designation, at the
principal office of the corporation.
 
'''SECTION 10. NOTICE OF MEETINGS'''
Regular meetings of the board may be held without notice. Special
meetings of the board shall be held upon four (4) days' notice by
first-class mail or forty-eight (48) hours' notice delivered
personally, by telephone, telegraph, e-mail, or other means reasonably
calculated to give notice to all directors. If sent by mail or
telegraph, the notice shall be deemed to be delivered on its deposit in
the mails or on its delivery to the telegraph company. Such notices
shall be addressed to each director at his or her address as shown on
the books of the corporation. Notice of the time and place of holding
an adjourned meeting need not be given to absent directors if the time
and place of the adjourned meeting are fixed at the meeting adjourned
and if such adjourned meeting is held no more than twenty-four (24)
hours from the time of the original meeting. Notice shall be given of
any adjourned regular or special meeting to directors absent from the
original meeting if the adjourned meeting is held more than twenty-four
(24) hours from the time of the original meeting.
 
'''SECTION 11. CONTENTS OF NOTICE'''
Notice of meetings not herein dispensed with shall specify the place,
day, and hour of the meeting. The purpose of any board meeting need not
be specified in the notice.
 
'''SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS'''
The transactions of any meeting of the board, however called and
noticed or wherever held, are as valid as though the meeting had been
duly held after proper call and notice, provided a quorum, as
hereinafter defined, is present and provided that either before or
after the meeting each director not present signs a waiver of notice, a
consent to holding the meeting, or an approval of the minutes thereof.
All such waivers, consents, or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
 
'''SECTION 13. QUORUM FOR MEETINGS'''
A majority of the total number of directors then in office shall
constitute a quorum, provided that this provision shall not be amended
to reduce the required quorum to less than one fifth of the authorized
number of directors or two directors, whichever is larger.
 
Except as otherwise provided in these bylaws or in the articles of
incorporation of this corporation, or by law, no business shall be
considered by the board at any meeting at which a quorum, as
hereinafter defined, is not present, and the only motion which the
chair shall entertain at such meeting is a motion to adjourn. However,
a majority of the directors present at such meeting may adjourn from
time to time until the time fixed for the next regular meeting of the
board.
 
When a meeting is adjourned for lack of a quorum, it shall not be
necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted at such meeting, other than
by announcement at the meeting at which the adjournment is taken,
except as provided in Section 10 of this Article.
 
The directors present at a duly called and held meeting at which a
quorum is initially present may continue to do business notwithstanding
the loss of a quorum at the meeting due to a withdrawal of directors
from the meeting, provided that any action thereafter taken must be
approved by at least a majority of the required quorum for such meeting
or such greater percentage as may be required by law, or the articles
of incorporation or bylaws of this corporation.
 
'''SECTION 14. MAJORITY ACTION AS BOARD ACTION'''
Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is the act
of the board of directors, unless the articles of incorporation or
bylaws of this corporation, or provisions of the California Nonprofit
Public Benefit Corporation Law, particularly those provisions relating
to appointment of committees (Section 5212), approval of contracts or
transactions in which a director has a material financial interest
(Section 5233), and indemnification of directors (Section 5238e),
require a greater percentage or different voting rules for approval of
a matter by the board.
 
'''SECTION 15. CONDUCT OF MEETINGS'''
Meetings of the board of directors shall be presided over by the
chairperson of the board, or, if no such person has been so designated
or, in his or her absence, the executive director of the corporation
or, in his or her absence, by a chairperson chosen by a majority of the
directors present at the meeting. The secretary of the corporation
shall act as secretary of all meetings of the board, provided that, in
his or her absence, the presiding officer shall appoint another person
to act as secretary of the meeting.
 
Meetings shall be governed by Robert's Rules of Order, as such rules
may be revised from time to time, insofar as such rules are not
inconsistent with or in conflict with these bylaws, with the articles
of incorporation of this corporation, or with provisions of law.
 
'''SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING'''
Any action required or permitted to be taken by the board of directors
under any provision of law may be taken without a meeting, if all
members of the board shall individually or collectively consent in
writing to such action. For the purposes of this Section only, "all
members of the board" shall not include any "interested director" as
defined in Section 5233 of the California Nonprofit Public Benefit
Corporation Law. Such written consent or consents shall be filed with
the minutes of the proceedings of the board. Such action by written
consent shall have the same force and effect as the unanimous vote of
the directors. Any certificate or other document filed under any
provision of law which relates to action so taken shall state that the
action was taken by unanimous written consent of the board of directors
without a meeting and that the bylaws of this corporation authorize the
directors to so act, and such statement shall be prima facie evidence
of such authority.
 
'''SECTION 17. VACANCIES'''
Vacancies on the board of directors shall exist (1) on the death,
resignation, or removal of any director, and (2) whenever the number of
authorized directors is increased.
 
The board of directors may declare vacant the office of a director who
has been declared of unsound mind by a final order of court, or
convicted of a felony, or been found by a final order or judgment of
any court to have breached any duty under Section 5230 and following of
the California Nonprofit Public Benefit Corporation Law.
 
If the corporation has fewer than fifty (50) members, directors may be
removed without cause by a majority of all members, or, if the
corporation has fifty (50) or more members, by vote of a majority of
the votes represented at a membership meeting at which a quorum is
present.
 
Any director may resign effective upon giving written notice to the
chairperson of the board, the president, the secretary, or the board of
directors, unless the notice specifies a later time for the
effectiveness of such resignation. No director may resign if the
corporation would then be left without a duly elected director or
directors in charge of its affairs, except upon notice to the attorney
general.
 
Vacancies on the board may be filled by approval of the board or, if
the number of directors then in office is less than a quorum, by (1)
the unanimous written consent of the directors then in office, (2) the
affirmative vote of a majority of the directors then in office at a
meeting held pursuant to notice or waivers of notice complying with
this Article of these bylaws, or (3) a sole remaining director. If this
corporation has members, however, vacancies created by the removal of a
director may be filled only by the approval of the members. The
members, if any, of this corporation may elect a director at any time
to fill any vacancy not filled by the directors.
 
A person elected to fill a vacancy as provided by this Section shall
hold office until the next annual election of the board of directors or
until his or her death, resignation, or removal from office.
 
'''SECTION 18. NONLIABILITY OF DIRECTORS'''
The directors shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.
 
'''SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS'''
To the extent that a person who is, or was, a director, officer,
employee, or other agent of this corporation has been successful on the
merits in defense of any civil, criminal, administrative, or
investigative proceeding brought to procure a judgment against such
person by reason of the fact that he or she is, or was, an agent of the
corporation, or has been successful in defense of any claim, issue, or
matter, therein, such person shall be indemnified against expenses
actually and reasonably incurred by the person in connection with such
proceeding.
 
If such person either settles any such claim or sustains a judgment
against him or her, then indemnification against expenses, judgments,
fines, settlements, and other amounts reasonably incurred in connection
with such proceedings shall be provided by this corporation but only to
the extent allowed by, and in accordance with the requirements of,
Section 5238 of the California Nonprofit Public Benefit Corporation
Law.
 
'''SECTION 20. INSURANCE FOR CORPORATE AGENTS'''
The board of directors may adopt a resolution authorizing the purchase
and maintenance of insurance on behalf of any agent of the corporation
(including a director, officer, employee, or other agent of the
corporation) against any liability other than for violating provisions
of law relating to self-dealing (Section 5233 of the California
Nonprofit Public Benefit Corporation Law) asserted against or incurred
by the agent in such capacity or arising out of the agent's status as
such, whether or not the corporation would have the power to indemnify
the agent against such liability under the provisions of Section 5238
of the California Nonprofit Public Benefit Corporation Law.
 
=== ARTICLE 4<BR/> OFFICERS ===
 
'''SECTION 1. NUMBER OF OFFICERS'''
The officers of the corporation shall be an executive director, a
secretary, and a chief financial officer who shall be designated the
treasurer. The corporation may also have, as determined by the board of
directors, a chairperson of the board, assistant secretaries, assistant
treasurers, or other officers. Any number of offices may be held by the
same person except that neither the secretary nor the treasurer may
serve as the executive director or chairperson of the board.
 
'''SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE'''
Any person may serve as an officer of this corporation. Officers shall
be elected by the board of directors, at any time, and each officer
shall hold office until he or she resigns, is removed, or is otherwise
disqualified to serve, or until his or her successor shall be elected
and qualified, whichever occurs first.
 
'''SECTION 3. SUBORDINATE OFFICERS'''
The board of directors may appoint such other officers or agents as it
may deem desirable, and such officers shall serve such terms, have such
authority, and perform such duties as may be prescribed from time to
time by the board of directors.
 
'''SECTION 4. REMOVAL AND RESIGNATION'''
Any officer may be removed, either with or without cause, by the board
of directors, at any time. Any officer may resign at any time by giving
written notice to the board of directors or to the president or
secretary of the corporation. Any such resignation shall take effect at
the date of receipt of such notice or at any later date specified
therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. The above
provisions of this Section shall be superseded by any conflicting terms
of a contract which has been approved or ratified by the board of
directors relating to the employment of any officer of the corporation.
 
'''SECTION 5. VACANCIES'''
Any vacancy caused by the death, resignation, removal,
disqualification, or otherwise, of any officer shall be filled by the
board of directors. In the event of a vacancy in any office other than
that of executive director, such vacancy may be filled temporarily by
appointment by the executive director until such time as the board
shall fill the vacancy. Vacancies occurring in offices of officers
appointed at the discretion of the board may or may not be filled as
the board shall determine.
 
'''SECTION 6. DUTIES OF EXECUTIVE DIRECTOR'''
The executive director shall be the chief executive officer of the
corporation and shall, subject to the control of the board of
directors, supervise and control the affairs of the corporation and the
activities of the officers. He or she shall perform all duties incident
to his or her office and such other duties as may be required by law,
by the articles of incorporation of this corporation, or by these
bylaws, or which may be prescribed from time to time by the board of
directors. Unless another person is specifically appointed as
chairperson of the board of directors, he or she shall preside at all
meetings of the board of directors. If applicable, the executive
director shall preside at all meetings of the members. Except as
otherwise expressly provided by law, by the articles of incorporation,
or by these bylaws, he or she shall, in the name of the corporation,
execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the board of
directors.
 
'''SECTION 7. DUTIES OF SECRETARY'''
The secretary shall:
 
Certify and keep at the principal office of the corporation the
original, or a copy of these bylaws as amended or otherwise altered to
date.
 
Keep at the principal office of the corporation or at such other place
as the board may determine, a book of minutes of all meetings of the
directors, and, if applicable, meetings of committees of directors and
of members, recording therein the time and place of holding, whether
regular or special, how called, how notice thereof was given, the names
of those present or represented at the meeting, and the proceedings
thereof.
 
See that all notices are duly given in accordance with the provisions
of these bylaws or as required by law.
 
Be custodian of the records and of the seal of the corporation and see
that the seal is affixed to all duly executed documents, the execution
of which on behalf of the corporation under its seal is authorized by
law or these bylaws.
 
Keep at the principal office of the corporation a membership book
containing the name and address of each and any member, and, in the
case where any membership has been terminated, the secretary shall
record such fact in the membership book together with the date on which
such membership ceased.
 
Exhibit at all reasonable times to any director of the corporation, or
to his or her agent or attorney, on request therefor, the bylaws, the
membership book, and the minutes of the proceedings of the directors of
the corporation.
 
In general, perform all duties incident to the office of secretary and
such other duties as may be required by law, by the articles of
incorporation of this corporation, or by these bylaws, or which may be
assigned to him or her from time to time by the board of directors.
 
'''SECTION 8. DUTIES OF TREASURER'''
Subject to the provisions of these bylaws relating to the "Execution of
Instruments, Deposits, and Funds," the treasurer shall:
 
Have charge and custody of, and be responsible for, all funds and
securities of the corporation, and deposit all such funds in the name
of the corporation in such banks, trust companies, or other
depositories as shall be selected by the board of directors.
 
Receive, and give receipt for, monies due and payable to the
corporation from any source whatsoever.
 
Disburse, or cause to be disbursed, the funds of the corporation as may
be directed by the board of directors, taking proper vouchers for such
disbursements.
 
Keep and maintain adequate and correct accounts of the corporation's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains and losses.
 
Exhibit at all reasonable times the books of account and financial
records to any director of the corporation, or to his or her agent or
attorney, on request therefor.
 
Render to the president and directors, whenever requested, an account
of any or all of his or her transactions as treasurer and of the
financial condition of the corporation.
 
Prepare, or cause to be prepared, and certify, or cause to be
certified, the financial statements to be included in any required
reports.
 
In general, perform all duties incident to the office of treasurer and
such other duties as may be required by law, by the articles of
incorporation of the corporation, or by these bylaws, or which may be
assigned to him or her from time to time by the board of directors.
 
'''SECTION 9. COMPENSATION'''
The salaries of the officers, if any, shall be fixed from time to time
by resolution of the board of directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he or
she is also a director of the corporation, provided, however, that such
compensation paid a director for serving as an officer of this
corporation shall only be allowed if permitted under the provisions of
Article 3, Section 6, of these bylaws. In all cases, any salaries
received by officers of this corporation shall be reasonable and given
in return for services actually rendered for the corporation which
relate to the performance of the charitable or public purposes of this
corporation. All officer salaries shall be approved in advance in
accordance with this corporation's conflict of interest policy, as set
forth in Article 9 of these bylaws.
 
=== ARTICLE 5<BR/> COMMITTEES ===
 
'''SECTION 1. EXECUTIVE COMMITTEE OF THE BOARD'''
The board of directors may, by a majority vote of directors, designate
two (2) or more of its members (who may also be serving as officers of
this corporation) to constitute an executive committee of the board and
delegate to such committee any of the powers and authority of the board
in the management of the business and affairs of the corporation,
except with respect to:
 
(a) The approval of any action which, under law or the provisions of
these bylaws, requires the approval of the members or of a majority of
all of the members.
 
(b) The filling of vacancies on the board or on any committee that has
the authority of the board.
 
(c) The fixing of compensation of the directors for serving on the
board or on any committee.
 
(d) The amendment or repeal of bylaws or the adoption of new bylaws.
 
(e) The amendment or repeal or any resolution of the board which by its
express terms is not so amendable or repealable.
 
(f) The appointment of committees of the board or the members thereof.
 
(g) The expenditure of corporate funds to support a nominee for
director after there are more people nominated for director than can be
elected.
 
(h) The approval of any transaction to which this corporation is a
party and in which one or more of the directors has a material
financial interest, except as expressly provided in Section 5233(d)(3)
of the California Nonprofit Public Benefit Corporation Law.
 
By a majority vote of its members then in office, the board may at any
time revoke or modify any or all of the authority so delegated,
increase or decrease but not below two (2) the number of its members,
and fill vacancies therein from the members of the board. The committee
shall keep regular minutes of its proceedings, cause them to be filed
with the corporate records, and report the same to the board from time
to time as the board may require.
 
'''SECTION 2. OTHER COMMITTEES'''
The corporation shall have such other committees as may from time to
time be designated by resolution of the board of directors. Such other
committees may consist of persons who are not also members of the
board. These additional committees shall act in an advisory capacity
only to the board and shall be clearly titled as "advisory" committees.
 
'''SECTION 3. MEETINGS AND ACTION OF COMMITTEES'''
Meetings and action of committees shall be governed by, noticed, held,
and taken in accordance with the provisions of these bylaws concerning
meetings of the board of directors, with such changes in the context of
such bylaw provisions as are necessary to substitute the committee and
its members for the board of directors and its members, except that the
time for regular meetings of committees may be fixed by resolution of
the board of directors or by the committee. The time for special
meetings of committees may also be fixed by the board of directors. The
board of directors may also adopt rules and regulations pertaining to
the conduct of meetings of committees to the extent that such rules and
regulations are not inconsistent with the provisions of these bylaws.
 
=== ARTICLE 6<BR/> EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS ===
 
'''SECTION 1. EXECUTION OF INSTRUMENTS'''
The board of directors, except as otherwise provided in these bylaws,
may by resolution authorize any officer or agent of the corporation to
enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be
general or confined to specific instances. Unless so authorized, no
officer, agent, or employee shall have any power or authority to bind
the corporation by any contract or engagement or to pledge its credit
or to render it liable monetarily for any purpose or in any amount.
 
'''SECTION 2. CHECKS AND NOTES'''
Except as otherwise specifically determined by resolution of the board
of directors, or as otherwise required by law, checks, drafts,
promissory notes, orders for the payment of money, and other evidence
of indebtedness of the corporation shall be signed by the treasurer and
countersigned by the executive director of the corporation.
 
'''SECTION 3. DEPOSITS'''
All funds of the corporation shall be deposited from time to time to
the credit of the corporation in such banks, trust companies, or other
depositories as the board of directors may select.
 
'''SECTION 4. GIFTS'''
The board of directors may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the charitable or public
purposes of this corporation.
 
=== ARTICLE 7<BR/> CORPORATE RECORDS, REPORTS, AND SEAL ===
 
'''SECTION 1. MAINTENANCE OF CORPORATE RECORDS'''
The corporation shall keep at its principal office in the State of
California:
 
(a) Minutes of all meetings of directors, committees of the board and
of all meetings of members, indicating the time and place of holding
such meetings, whether regular or special, how called, the notice
given, and the names of those present and the proceedings thereof;
 
(b) Adequate and correct books and records of account, including
accounts of its properties and business transactions and accounts of
its assets, liabilities, receipts, disbursements, gains, and losses;
 
(c) A record of its members, indicating their names and addresses and,
if applicable, the class of membership held by each member and the
termination date of any membership;
 
(d) A copy of the corporation's articles of incorporation and bylaws as
amended to date, which shall be open to inspection by the members of
the corporation at all reasonable times during office hours.
 
'''SECTION 2. CORPORATE SEAL'''
The board of directors may adopt, use, and at will alter, a corporate
seal. Such seal shall be kept at the principal office of the
corporation. Failure to affix the seal to corporate instruments,
however, shall not affect the validity of any such instrument.
 
'''SECTION 3. DIRECTORS' INSPECTION RIGHTS'''
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to
inspect the physical properties of the corporation.
 
'''SECTION 4. MEMBERS' INSPECTION RIGHTS'''
If this corporation has any members, then each and every member shall
have the following inspection rights, for a purpose reasonably related
to such person's interest as a member:
 
(a) To inspect and copy the record of all members' names, addresses,
and voting rights, at reasonable times, upon five (5) business days'
prior written demand on the corporation, which demand shall state the
purpose for which the inspection rights are requested.
 
(b) To obtain from the secretary of the corporation, upon written
demand and payment of a reasonable charge, an alphabetized list of the
names, addresses, and voting rights of those members entitled to vote
for the election of directors as of the most recent record date for
which the list has been compiled or as of the date specified by the
member subsequent to the date of demand. The demand shall state the
purpose for which the list is requested. The membership list shall be
made available on or before the later of ten (10) business days after
the demand is received or after the date specified therein as of which
the list is to be compiled.
 
(c) To inspect at any reasonable time the books, records, or minutes of
proceedings of the members or of the board or committees of the board,
upon written demand on the corporation by the member, for a purpose
reasonably related to such person's interests as a member.
 
'''SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS'''
Any inspection under the provisions of this Article may be made in
person or by agent or attorney and the right to inspection includes the
right to copy and make extracts.
 
'''SECTION 6. ANNUAL REPORT'''
The board shall cause an annual report to be furnished not later than
one hundred and twenty (120) days after the close of the corporation's
fiscal year to all directors of the corporation and, if this
corporation has members, to any member who requests it in writing,
which report shall contain the following information in appropriate
detail:
 
(a) The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year;
 
(b) The principal changes in assets and liabilities, including trust
funds, during the fiscal year;
 
(c) The revenue or receipts of the corporation, both unrestricted and
restricted to particular purposes, for the fiscal year;
 
(d) The expenses or disbursements of the corporation, for both general
and restricted purposes, during the fiscal year;
 
(e) Any information required by Section 7 of this Article.
 
The annual report shall be accompanied by any report thereon of
independent accountants, or, if there is no such report, the
certificate of an authorized officer of the corporation that such
statements were prepared without audit from the books and records of
the corporation.
 
If this corporation has members, then, if this corporation receives
Twenty-Five Thousand Dollars ($25,000), or more, in gross revenues or
receipts during the fiscal year, this corporation shall automatically
send the above annual report to all members, in such manner, at such
time, and with such contents, including an accompanying report from
independent accountants or certification of a corporate officer, as
specified by the above provisions of this Section relating to the
annual report.
 
'''SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS'''
This corporation shall mail or deliver to all directors and any and all
members a statement within one hundred and twenty (120) days after the
close of its fiscal year which briefly describes the amount and
circumstances of any indemnification or transaction of the following
kind:
 
Any transaction in which the corporation, or its parent or its
subsidiary, was a party, and in which either of the following had a
direct or indirect material financial interest:
 
(a) Any director or officer of the corporation, or its parent or its
subsidiary (a mere common directorship shall not be considered a
material financial interest); or
 
(b) Any holder of more than ten percent (10%) of the voting power of
the corporation, its parent, or its subsidiary.
 
The above statement need only be provided with respect to a transaction
during the previous fiscal year involving more than Fifty Thousand
Dollars ($50,000) or which was one of a number of transactions with the
same persons involving, in the aggregate, more than Fifty Thousand
Dollars ($50,000).
 
Similarly, the statement need only be provided with respect to
indemnifications or advances aggregating more than Ten Thousand Dollars
($10,000) paid during the previous fiscal year to any director or
officer, except that no such statement need be made if such
indemnification was approved by the members pursuant to Section
5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
 
Any statement required by this Section shall briefly describe the names
of the interested persons involved in such transactions, stating each
person's relationship to the corporation, the nature of such person's
interest in the transaction, and, where practical, the amount of such
interest, provided that in the case of a transaction with a partnership
of which such person is a partner, only the interest of the partnership
need be stated.
 
If this corporation has any members and provides all members with an
annual report according to the provisions of Section 6 of this Article,
then such annual report shall include the information required by this
Section.
 
=== ARTICLE 8<BR/> FISCAL YEAR ===
 
'''SECTION 1. FISCAL YEAR OF THE CORPORATION'''
The fiscal year of the corporation shall begin on the 1st of January
and end on the 31st of December in each year.
 
=== ARTICLE 9<BR/> CONFLICT OF INTEREST AND COMPENSATION APPROVAL
POLICIES ===
 
'''SECTION 1. PURPOSE OF CONFLICT OF INTEREST POLICY'''
The purpose of this conflict of interest policy is to protect this
tax-exempt corporation's interest when it is contemplating entering
into a transaction or arrangement that might benefit the private
interest of an officer or director of the corporation or any
"disqualified person" as defined in Section 4958(f)(1) of the Internal
Revenue Code and as amplified by Section 53.4958-3 of the IRS
Regulations and which might result in a possible "excess benefit
transaction" as defined in Section 4958(c)(1)(A) of the Internal
Revenue Code and as amplified by Section 53.4958 of the IRS
Regulations. This policy is intended to supplement but not replace any
applicable state and federal laws governing conflict of interest
applicable to nonprofit and charitable organizations.
 
'''SECTION 2. DEFINITIONS'''
(a) Interested Person.
 
Any director, principal officer, member of a committee with governing
board delegated powers, or any other person who is a "disqualified
person" as defined in Section 4958(f)(1) of the Internal Revenue Code
and as amplified by Section 53.4958-3 of the IRS Regulations, who has a
direct or indirect financial interest, as defined below, is an
interested person.
 
(b) Financial Interest.
 
A person has a financial interest if the person has, directly or
indirectly, through business, investment, or family:
 
(1) an ownership or investment interest in any entity with which the
corporation has a transaction or arrangement,
 
(2) a compensation arrangement with the corporation or with any entity
or individual with which the corporation has a transaction or
arrangement, or
 
(3) a potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the corporation
is negotiating a transaction or arrangement.
 
Compensation includes direct and indirect remuneration as well as gifts
or favors that are not insubstantial.
 
A financial interest is not necessarily a conflict of interest. Under
Section 3, paragraph b, a person who has a financial interest may have
a conflict of interest only if the appropriate governing board or
committee decides that a conflict of interest exists.
 
'''SECTION 3. CONFLICT OF INTEREST AVOIDANCE PRODEDURES'''
(a) Duty to Disclose.
 
In connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest
and be given the opportunity to disclose all material facts to the
directors and members of committees with governing board delegated
powers considering the proposed transaction or arrangement.
 
(b) Determining Whether a Conflict of Interest Exists.
 
After disclosure of the financial interest and all material facts, and
after any discussion with the interested person, he/she shall leave the
governing board or committee meeting while the determination of a
conflict of interest is discussed and voted upon. The remaining board
or committee members shall decide if a conflict of interest exists.
 
(c) Procedures for Addressing the Conflict of Interest.
 
An interested person may make a presentation at the governing board or
committee meeting, but after the presentation, he/she shall leave the
meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of interest.
 
The chairperson of the governing board or committee shall, if
appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction or arrangement.
 
After exercising due diligence, the governing board or committee shall
determine whether the corporation can obtain with reasonable efforts a
more advantageous transaction or arrangement from a person or entity
that would not give rise to a conflict of interest.
 
If a more advantageous transaction or arrangement is not reasonably
possible under circumstances not producing a conflict of interest, the
governing board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is in
the corporation's best interest, for its own benefit, and whether it is
fair and reasonable. In conformity with the above determination, it
shall make its decision as to whether to enter into the transaction or
arrangement.
 
(d) Violations of the Conflicts of Interest Policy.
 
If the governing board or committee has reasonable cause to believe a
member has failed to disclose actual or possible conflicts of interest,
it shall inform the member of the basis for such belief and afford the
member an opportunity to explain the alleged failure to disclose.
 
If, after hearing the member's response and after making further
investigation as warranted by the circumstances, the governing board or
committee determines the member has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary
and corrective action.
 
'''SECTION 4. RECORDS OF BOARD AND BOARD COMMITTEE PROCEEDINGS'''
The minutes of meetings of the governing board and all committees with
board delegated powers shall contain:
 
(a) The names of the persons who disclosed or otherwise were found to
have a financial interest in connection with an actual or possible
conflict of interest, the nature of the financial interest, any action
taken to determine whether a conflict of interest was present, and the
governing board's or committee's decision as to whether a conflict of
interest in fact existed.
 
(b) The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the
discussion, including any alternatives to the proposed transaction or
arrangement, and a record of any votes taken in connection with the
proceedings.
 
'''SECTION 5. COMPENSATION APPROVAL POLICIES'''
A voting member of the governing board who receives compensation,
directly or indirectly, from the corporation for services is precluded
from voting on matters pertaining to that member's compensation.
 
A voting member of any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or
indirectly, from the corporation for services is precluded from voting
on matters pertaining to that member's compensation.
 
No voting member of the governing board or any committee whose
jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the corporation, either
individually or collectively, is prohibited from providing information
to any committee regarding compensation.
 
When approving compensation for directors, officers and employees,
contractors, and any other compensation contract or arrangement, in
addition to complying with the conflict of interest requirements and
policies contained in the preceding and following sections of this
article as well as the preceding paragraphs of this section of this
article, the board or a duly constituted compensation committee of the
board shall also comply with the following additional requirements and
procedures:
 
(a) the terms of compensation shall be approved by the board or
compensation committee prior to the first payment of compensation.
 
(b) all members of the board or compensation committee who approve
compensation arrangements must not have a conflict of interest with
respect to the compensation arrangement as specified in IRS Regulation
Section 53.4958-6(c)(iii), which generally requires that each board
member or committee member approving a compensation arrangement between
this organization and a "disqualified person" (as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section
#4958-3 of the IRS Regulations):
 
# is not the person who is the subject of compensation arrangement, or
a family member of such person;
 
# is not in an employment relationship subject to the direction or
control of the person who is the subject of compensation arrangement
 
# does not receive compensation or other payments subject to approval
by the person who is the subject of compensation arrangement
 
# has no material financial interest affected by the compensation
arrangement; and
 
# does not approve a transaction providing economic benefits to the
person who is the subject of the compensation arrangement, who in turn
has approved or will approve a transaction providing benefits to the
board or committee member.
 
(c) the board or compensation committee shall obtain and rely upon
appropriate data as to comparability prior to approving the terms of
compensation. Appropriate data may include the following:
 
# compensation levels paid by similarly situated organizations, both
taxable and tax-exempt, for functionally comparable positions.
"Similarly situated" organizations are those of a similar size and
purpose and with similar resources
 
# the availability of similar services in the geographic area of this
organization
 
# current compensation surveys compiled by independent firms
 
# actual written offers from similar institutions competing for the
services of the person who is the subject of the compensation
arrangement.
 
As allowed by IRS Regulation 4958-6, if this organization has average
annual gross receipts (including contributions) for its three prior tax
years of less than $1 million, the board or compensation committee will
have obtained and relied upon appropriate data as to comparability if
it obtains and relies upon data on compensation paid by three
comparable organizations in the same or similar communities for similar
services.
 
(d) the terms of compensation and the basis for approving them shall be
recorded in written minutes of the meeting of the board or compensation
committee that approved the compensation. Such documentation shall
include:
 
# the terms of the compensation arrangement and the date it was
approved
 
# the members of the board or compensation committee who were present
during debate on the transaction, those who voted on it, and the votes
cast by each board or committee member
 
# the comparability data obtained and relied upon and how the data was
obtained.
 
# If the board or compensation committee determines that reasonable
compensation for a specific position in this organization or for
providing services under any other compensation arrangement with this
organization is higher or lower than the range of comparability data
obtained, the board or committee shall record in the minutes of the
meeting the basis for its determination.
 
# If the board or committee makes adjustments to comparability data
due to geographic area or other specific conditions, these adjustments
and the reasons for them shall be recorded in the minutes of the board
or committee meeting.
 
# any actions taken with respect to determining if a board or
committee member had a conflict of interest with respect to the
compensation arrangement, and if so, actions taken to make sure the
member with the conflict of interest did not affect or participate in
the approval of the transaction (for example, a notation in the records
that after a finding of conflict of interest by a member, the member
with the conflict of interest was asked to, and did, leave the meeting
prior to a discussion of the compensation arrangement and a taking of
the votes to approve the arrangement).
 
# The minutes of board or committee meetings at which compensation
arrangements are approved must be prepared before the later of the date
of the next board or committee meeting or 60 days after the final
actions of the board or committee are taken with respect to the
approval of the compensation arrangements. The minutes must be reviewed
and approved by the board and committee as reasonable, accurate, and
complete within a reasonable period thereafter, normally prior to or at
the next board or committee meeting following final action on the
arrangement by the board or committee.
 
'''SECTION 6. ANNUAL STATEMENTS'''
Each director, principal officer, and member of a committee with
governing board delegated powers shall annually sign a statement which
affirms such person:
 
(a) has received a copy of the conflicts of interest policy,
 
(b) has read and understands the policy,
 
(c) has agreed to comply with the policy, and
 
(d) understands the corporation is charitable and in order to maintain
its federal tax exemption it must engage primarily in activities which
accomplish one or more of its tax-exempt purposes.
 
'''SECTION 7. PERIODIC REVIEWS'''
To ensure the corporation operates in a manner consistent with
charitable purposes and does not engage in activities that could
jeopardize its tax-exempt status, periodic reviews shall be conducted.
The periodic reviews shall, at a minimum, include the following
subjects:
 
(a) Whether compensation arrangements and benefits are reasonable,
based on competent survey information, and the result of arm's-length
bargaining.
 
(b) Whether partnerships, joint ventures, and arrangements with
management organizations conform to the corporation's written policies,
are properly recorded, reflect reasonable investment or payments for
goods and services, further charitable purposes, and do not result in
inurement, impermissible private benefit, or in an excess benefit
transaction.
 
'''SECTION 8. USE OF OUTSIDE EXPERTS'''
When conducting the periodic reviews as provided for in Section 7, the
corporation may, but need not, use outside advisors. If outside experts
are used, their use shall not relieve the governing board of its
responsibility for ensuring periodic reviews are conducted.
 
=== ARTICLE 10<BR/> AMENDMENT OF BYLAWS ===
 
'''SECTION 1. AMENDMENT'''
Subject to any provision of law applicable to the amendment of bylaws
of public benefit nonprofit corporations, these bylaws, or any of them,
may be altered, amended, or repealed and new bylaws adopted as follows:
 
(a) Subject to the power of members, if any, to change or repeal these
bylaws under Section 5150 of the Corporations Code, by approval of the
board of directors unless the bylaw amendment would materially and
adversely affect the rights of members, if any, as to voting or
transfer, provided, however, if this corporation has admitted any
members, then a bylaw specifying or changing the maximum or minimum
number of directors, or changing from a variable to fixed board or vice
versa, may not be adopted, amended, or repealed except as provided in
subparagraph (b) of this Section; or
 
(b) By approval of the members, if any, of this corporation.
 
=== ARTICLE 11<BR/> AMENDMENT OF ARTICLES ===
 
'''SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS'''
Before any members have been admitted to the corporation, any amendment
of the articles of incorporation may be adopted by approval of the
board of directors.
 
'''SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS'''
After members, if any, have been admitted to the corporation, amendment
of the articles of incorporation may be adopted by the approval of the
board of directors and by the approval of the members of this
corporation.
 
'''SECTION 3. CERTAIN AMENDMENTS'''
Notwithstanding the above sections of this Article, this corporation
shall not amend its articles of incorporation to alter any statement
which appears in the original articles of incorporation of the names
and addresses of the first directors of this corporation, nor the name
and address of its initial agent, except to correct an error in such
statement or to delete such statement after the corporation has filed a
"Statement by a Domestic Nonprofit Corporation" pursuant to Section
6210 of the California Nonprofit Corporation Law.
 
=== ARTICLE 12<BR/> PROHIBITION AGAINST SHARING CORPORATE PROFITS AND
ASSETS ===
 
'''SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS'''
No member, director, officer, employee, or other person connected with
this corporation, or any private individual, shall receive at any time
any of the net earnings or pecuniary profit from the operations of the
corporation, provided, however, that this provision shall not prevent
payment to any such person of reasonable compensation for services
performed for the corporation in effecting any of its public or
charitable purposes, provided that such compensation is otherwise
permitted by these bylaws and is fixed by resolution of the board of
directors; and no such person or persons shall be entitled to share in
the distribution of, and shall not receive, any of the corporate assets
on dissolution of the corporation. All members, if any, of the
corporation shall be deemed to have expressly consented and agreed that
on such dissolution or winding up of the affairs of the corporation,
whether voluntarily or involuntarily, the assets of the corporation,
after all debts have been satisfied, shall be distributed as required
by the articles of incorporation of this corporation and not otherwise.
 
=== ARTICLE 13<BR/> MEMBERS ===
 
'''SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS'''
The corporation shall have only one class of members. No member shall
hold more than one membership in the corporation. Except as expressly
provided in or authorized by the articles of incorporation or bylaws of
this corporation, all memberships shall have the same rights,
privileges, restrictions, and conditions.
 
'''SECTION 2. QUALIFICATIONS OF MEMBERS'''
The qualifications for membership in this corporation are as follows:
 
(a) The applicant has made an ongoing contribution to the interests of
the corporation over a two month period, and in addition,
 
(b) The applicant is sponsored by an existing member, if the
corporation has admitted any members, and in addition,
 
( c) The applicant is approved by a vote of the membership, if the
corporation has admitted any members.
 
'''SECTION 3. ADMISSION OF MEMBERS'''
Applicants shall be admitted to membership upon verification of a
completed membership form by the Secretary, verification of the
applicant's qualifications as described in Article 13, Section 2 by the
Secretary, and timely payment of such dues or fees as are applicable.
 
'''SECTION 4. FEES, DUES, AND ASSESSMENTS'''
(a) No fee shall be charged for making application for membership in
the corporation.
 
(b) The annual dues payable to the corporation by members shall be
fixed by resolution of the Board of Directors.
 
(c) Memberships shall be nonassessable.
 
'''SECTION 5. NUMBER OF MEMBERS'''
There is no limit on the number of members the corporation may admit.
 
'''SECTION 6. MEMBERSHIP BOOK'''
The corporation shall keep a membership book containing the name and
address of each member. Termination of the membership of any member
shall be recorded in the book, together with the date of termination of
such membership. Such book shall be kept at the corporation's principal
office and shall be available for inspection by any director or member
of the corporation during regular business hours.
 
The record of names and addresses of the members of this corporation
shall constitute the membership list of this corporation and shall not
be used, in whole or part, by any person for any purpose not reasonably
related to a member's interest as a member.
 
'''SECTION 7. NONLIABILITY OF MEMBERS'''
A member of this corporation is not, as such, personally liable for the
debts, liabilities, or obligations of the corporation.
 
'''SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS'''
No member may transfer a membership or any right arising therefrom. All
rights of membership cease upon the member's death.
 
'''SECTION 9. TERMINATION OF MEMBERSHIP'''
(a) Grounds for Termination. The membership of a member shall terminate
upon the occurrence of any of the following events:
 
(1) Upon his or her notice of such termination delivered to the
president or secretary of the corporation personally or by mail, such
membership to terminate upon the date of delivery of the notice or date
of deposit in the mail.
 
(2) Upon a determination by the board of directors that the member has
engaged in conduct materially and seriously prejudicial to the
interests or purposes of the corporation.
 
(3) If this corporation has provided for the payment of dues by
members, upon a failure to renew his or her membership by paying dues
on or before their due date, such termination to be effective thirty
(30) days after a written notification of delinquency is given
personally or mailed to such member by the secretary of the
corporation. A member may avoid such termination by paying the amount
of delinquent dues within a thirty (30) day period following the
member's receipt of the written notification of delinquency.
 
(b) Procedure for Expulsion. Following the determination that a member
should be expelled under subparagraph (a)(2) of this section, the
following procedure shall be implemented:
 
(1) A notice shall be sent by first-class or registered mail to the
last address of the member as shown on the corporation's records,
setting forth the expulsion and the reasons therefor. Such notice shall
be sent at least fifteen (15) days before the proposed effective date
of the expulsion.
 
(2) The member being expelled shall be given an opportunity to be
heard, either orally or in writing, at a hearing to be held not less
than five (5) days before the effective date of the proposed expulsion.
The hearing will be held by the board of directors in accordance with
the quorum and voting rules set forth in these bylaws applicable to the
meetings of the board. The notice to the member of his or her proposed
expulsion shall state the date, time, and place of the hearing on his
or her proposed expulsion.
 
(3) Following the hearing, the board of directors shall decide whether
or not the member should in fact be expelled, suspended, or sanctioned
in some other way. The decision of the board shall be final.
 
(4) If this corporation has provided for the payment of dues by
members, any person expelled from the corporation shall receive a
refund of dues already paid. The refund shall be prorated to return
only the unaccrued balance remaining for the period of the dues
payment.
 
'''SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP'''
All rights of a member in the corporation shall cease on termination of
membership as herein provided.
 
'''SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS'''
Notwithstanding any other provision of these bylaws, if any amendment
of the articles of incorporation or of the bylaws of this corporation
would result in the termination of all memberships or any class of
memberships, then such amendment or amendments shall be effected only
in accordance with the provisions of Section 5342 of the California
Nonprofit Public Benefit Corporation Law.
 
=== ARTICLE 14<BR/> MEETINGS OF MEMBERS ===
 
'''SECTION 1. PLACE OF MEETINGS'''
Meetings of members shall be held at the principal office of the
corporation or at such other place or places within or without the
State of California as may be designated from time to time by
resolution of the board of directors.
 
'''SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS'''
The members shall meet annually in September of each year, for the
purpose of electing directors and transacting other business as may
come before the meeting. The Board of Directors shall fix the date,
time, and location. Cumulative voting for the election of directors
shall not be permitted. The candidates receiving the highest number of
votes up to the number of directors to be elected shall be elected.
Each voting member shall cast one vote, with voting being by ballot
only. The annual meeting of members for the purpose of electing
directors shall be deemed a regular meeting and any reference in these
bylaws to regular meetings of members refers to this annual meeting.
 
Other regular meetings of the members shall be held each Tuesday, at 8
PM.
 
If the day fixed for the annual meeting or other regular meetings falls
on a legal holiday, such meeting shall be held at the same hour and
place on the next business day.
 
'''SECTION 3. SPECIAL MEETINGS OF MEMBERS'''
(a) Persons Who May Call Special Meetings of Members. Special meetings
of the members shall be called by the board of directors, the
chairperson of the board, or the president of the corporation. In
addition, special meetings of the members for any lawful purpose may be
called by five percent (5%) or more of the members.
 
'''SECTION 4. NOTICE OF MEETINGS'''
(a) Time of Notice. Whenever members are required or permitted to take
action at a meeting, a written or electronic notice of the meeting
shall be given by the secretary of the corporation not less than ten
(10) nor more than ninety (90) days before the date of the meeting to
each member who, on the record date for the notice of the meeting, is
entitled to vote thereat, provided, however, that if notice is given by
mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given twenty (20) days before the
meeting.
 
(b) Manner of Giving Notice. Notice may be given personally, by email
or any other means reasonably calculated to provide actual notice to
all members. If email is used, notice shall be sent to the member at
his or her email address shown in the corporation's membership records
or given by the member to the corporation for the purpose of notice; or
if no address appears or is given, at the place where the principal
office of the corporation is located or by publication of notice of the
meeting at least once in a newspaper of general circulation in the
county in which the principal office is located. Notice shall be deemed
to have been given at the time when delivered personally or deposited
in the mail or sent by telegram, sent by e-mail, or other means of
written or electronic communication.
 
(c) Contents of Notice. Notice of a membership meeting shall state the
place, date, and time of the meeting and (1) in the case of a special
meeting, the general nature of the business to be transacted, and no
other business may be transacted, or (2) in the case of a regular
meeting, those matters which the board, at the time notice is given,
intends to present for action by the members. Subject to any provision
to the contrary contained in these bylaws, however, any proper matter
may be presented at a regular meeting for such action. The notice of
any meeting of members at which directors are to be elected shall
include the names of all those who are nominees at the time notice is
given to members.
 
(d) Notice of Meetings Called by Members. If a special meeting is
called by members as authorized by these bylaws, the request for the
meeting shall be submitted in writing, specifying the general nature of
the business proposed to be transacted and shall be delivered
personally or sent by registered mail, by telegraph, or by e-mail to
the chairperson of the board, president, or secretary of the
corporation. The officer receiving the request shall promptly cause
notice to be given to the members entitled to vote that a meeting will
be held, stating the date of the meeting. The date for such meeting
shall be fixed by the board and shall not be less than thirty-five (35)
nor more than ninety (90) days after the receipt of the request for the
meeting by the officer. If the notice is not given within twenty (20)
days after the receipt of the request, persons calling the meeting may
give the notice themselves.
 
(e) Waiver of Notice of Meetings. The transactions of any meeting of
members, however called and noticed, and wherever held, shall be as
valid as though taken at a meeting duly held after regular call and
notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy, signs a written waiver of
notice or a consent to the holding of the meeting or an approval of the
minutes thereof. All such waivers, consents, and approvals shall be
filed with the corporate records or made a part of the minutes of the
meeting. Waiver of notices or consents need not specify either the
business to be transacted or the purpose of any regular or special
meeting of members, except that if action is taken or proposed to be
taken for approval of any of the matters specified in subparagraph (f)
of this section, the waiver of notice or consent shall state the
general nature of the proposal.
 
(f) Special Notice Rules for Approving Certain Proposals. If action is
proposed to be taken or is taken with respect to the following
proposals, such action shall be invalid unless unanimously approved by
those entitled to vote or unless the general nature of the proposal is
stated in the notice of meeting or in any written waiver of notice:
 
# Removal of directors without cause;
 
# Filling of vacancies on the board by members;
 
# Amending the articles of incorporation; and
 
# An election to voluntarily wind up and dissolve the corporation.
 
'''SECTION 5. QUORUM FOR MEETINGS'''
A quorum shall consist of one-third of the voting members of the
corporation, except for a meeting where the only business is to approve
new members, for which a quorum shall consist of three (3) members,
unless the corporation has currently admitted fewer than three (3)
members, in which case a quorum shall consist of the current voting
membership.
 
The members present at a duly called and held meeting at which a quorum
is initially present may continue to do business notwithstanding the
loss of a quorum at the meeting due to a withdrawal of members from the
meeting provided that any action taken after the loss of a quorum must
be approved by at least a majority of the members required to
constitute a quorum.
 
In the absence of a quorum, any meeting of the members may be adjourned
from time to time by the vote of a majority of the votes represented in
person or by proxy at the meeting, but no other business shall be
transacted at such meeting.
 
When a meeting is adjourned for lack of a sufficient number of members
at the meeting or otherwise, it shall not be necessary to give any
notice of the time and place of the adjourned meeting or of the
business to be transacted at such meeting other than by announcement at
the meeting at which the adjournment is taken of the time and place of
the adjourned meeting. However, if after the 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. A meeting shall not be
adjourned for more than forty-five (45) days.
 
Notwithstanding any other provision of this article, if this
corporation authorizes members to conduct a meeting with a quorum of
less than one-third (1/3) of the voting power, then, if less than
one-third (1/3) of the voting power actually attends a regular meeting,
in person or by proxy, no action may be taken on a matter unless the
general nature of the matter was stated in the notice of the regular
meeting.
 
'''SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION'''
Every act or decision done or made by a majority of voting members
present in person or by proxy at a duly held meeting at which a quorum
is present is the act of the members, unless the law, the Articles of
Incorporation of this corporation, or these bylaws require a greater
number.
 
'''SECTION 7. VOTING RIGHTS'''
Each member is entitled to one vote on each matter submitted to a vote
by the members. Voting at duly held meetings shall be by voice vote.
Election of directors, however, shall be by ballot.
 
'''SECTION 8. PROXY VOTING'''
Members entitled to vote may be permitted to vote or act by proxy. If
membership voting by proxy is not allowed by the preceding sentence, no
provision in this or other sections of these bylaws referring to proxy
voting shall be construed to permit any member to vote or act by proxy.
 
If membership voting by proxy is allowed, members entitled to vote
shall have the right to vote either in person or by a written proxy
executed by such person or by his or her duly authorized agent and
filed with the secretary of the corporation, provided, however, that no
proxy shall be valid after eleven (11) months from the date of its
execution unless otherwise provided in the proxy. In any case, however,
the maximum term of any proxy shall be three (3) years from the date of
its execution. No proxy shall be irrevocable and may be revoked
following the procedures given in Section 5613 of the California
Nonprofit Public Benefit Corporation Law.
 
If membership voting by proxy is allowed, all proxies shall state the
general nature of the matter to be voted on and, in the case of a proxy
given to vote for the election of directors, shall list those persons
who were nominees at the time the notice of the vote for election of
directors was given to the members. In any election of directors, any
proxy which is marked by a member "withhold" or otherwise marked in a
manner indicating that the authority to vote for the election of
directors is withheld shall not be voted either for or against the
election of a director.
 
If membership voting by proxy is allowed, proxies shall afford an
opportunity for the member to specify a choice between approval and
disapproval for each matter or group of related matters intended, at
the time the proxy is distributed, to be acted upon at the meeting for
which the proxy is solicited. The proxy shall also provide that when
the person solicited specifies a choice with respect to any such
matter, the vote shall be cast in accordance therewith.
 
'''SECTION 9. CONDUCT OF MEETINGS'''
Meetings of members shall be presided over by the chairperson of the
board, or, if there is no chairperson, by the executive director of the
corporation or, in his or her absence, by a chairperson chosen by a
majority of the voting members, present in person or by proxy. The
secretary of the corporation shall act as secretary of all meetings of
members, provided that, in his or her absence, the presiding officer
shall appoint another person to act as secretary of the meeting.
 
Meetings shall be governed by Robert's Rules of Order, as such rules
may be revised from time to time, insofar as such rules are not
inconsistent with or in conflict with these bylaws, with the articles
of incorporation of this corporation, or with any provision of law.
 
'''SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING'''
Any action which may be taken at any regular or special meeting of
members may be taken without a meeting if the corporation distributes a
written ballot to each member entitled to vote on the matter. The
ballot shall set forth the proposed action, provide an opportunity to
specify approval or disapproval of each proposal, provide that where
the person solicited specifies a choice with respect to any such
proposal the vote shall be cast in accordance therewith, and provide a
reasonable time within which to return the ballot to the corporation.
Ballots shall be mailed or delivered in the manner required for giving
notice of meetings specified in Section 4(b) of this article.
 
All written ballots shall also indicate the number of responses needed
to meet the quorum requirement and, except for ballots soliciting votes
for the election of directors, shall state the percentage of approvals
necessary to pass the measure submitted. The ballots must specify the
time by which they must be received by the corporation in order to be
counted.
 
Approval of action by written ballot shall be valid only when the
number of votes cast by ballot within the time period specified equals
or exceeds the quorum required to be present at a meeting authorizing
the action, and the number of approvals equals or exceeds the number of
votes that would be required to approve the action at a meeting at
which the total number of votes cast was the same as the number of
votes cast by ballot.
 
Directors may be elected by written ballot. Such ballots for the
election of directors shall list the persons nominated at the time the
ballots are mailed or delivered. If any such ballots are marked
"withhold" or otherwise marked in a manner indicating that the
authority to vote for the election of directors is withheld, they shall
not be counted as votes either for or against the election of a
director.
 
A written ballot may not be revoked after its receipt by the
corporation or its deposit in the mail, whichever occurs first.
 
'''SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES'''
This corporation shall make available to members reasonable nomination
and election procedures with respect to the election of directors by
members. Such procedures shall be reasonable given the nature, size,
and operations of the corporation, and shall include:
 
(a) A reasonable means of nominating persons for election as directors.
 
(b) A reasonable opportunity for a nominee to communicate to the
members the nominee's qualifications and the reasons for the nominee's
candidacy.
 
(c) A reasonable opportunity for all nominees to solicit votes.
 
(d) A reasonable opportunity for all members to choose among the
nominees.
 
Upon the written request by any nominee for election to the board and
the payment with such request of the reasonable costs of mailing
(including postage), the corporation shall, within ten (10) business
days after such request (provided payment has been made) mail to all
members or such portion of them that the nominee may reasonably
specify, any material which the nominee shall furnish and which is
reasonably related to the election, unless the corporation within five
(5) business days after the request allows the nominee, at the
corporation's option, the right to do either of the following:
 
# inspect and copy the record of all members' names, addresses, and
voting rights, at reasonable times, upon five (5) business days' prior
written demand upon the corporation, which demand shall state the
purpose for which the inspection rights are requested; or
 
# obtain from the secretary, upon written demand and payment of a
reasonable charge, a list of the names, addresses, and voting rights of
those members entitled to vote for the election of directors, as of the
most recent record date for which it has been compiled or as of any
date specified by the nominee subsequent to the date of demand.
 
The demand shall state the purpose for which the list is requested and
the membership list shall be made available on or before the later of
ten (10) business days after the demand is received or after the date
specified therein as the date as of which the list is to be compiled.
 
If the corporation distributes any written election material soliciting
votes for any nominee for director at the corporation's expense, it
shall make available, at the corporation's expense, to each other
nominee, in or with the same material, the same amount of space that is
provided any other nominee, with equal prominence, to be used by the
nominee for a purpose reasonably related to the election.
 
Generally, any person who is qualified to be elected to the board of
directors shall be nominated at the annual meeting of members held for
the purpose of electing directors by any member present at the meeting
in person or by proxy. However, if the corporation has five hundred
(500) or more members, any of the additional nomination procedures
specified in subsections (a) and (b) of Section 5221 of the California
Nonprofit Public Benefit Corporation Law may be used to nominate
persons for election to the board of directors.
 
If this corporation has five thousand (5,000) or more members, then the
nomination and election procedures specified in Section 5522 of the
California Nonprofit Corporation Law shall be followed by this
corporation in nominating and electing persons to the board of
directors.
 
'''SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING'''
Except as otherwise provided in these bylaws, any action required or
permitted to be taken by the members may be taken without a meeting, if
all members shall individually or collectively consent in writing to
the action. The written consent or consents shall be filed with the
minutes of the proceedings of the members. The action by written
consent shall have the same force and effect as the unanimous vote of
the members.
 
'''SECTION 13. RECORD DATE FOR MEETINGS'''
The record date for purposes of determining the members entitled to
notice, voting rights, written ballot rights, or any other right with
respect to a meeting of members or any other lawful membership action,
shall be fixed pursuant to Section 5611 of the California Nonprofit
Public Benefit Corporation Law.
 
            WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
 
We, the undersigned, are all of the persons named as the initial
directors in the articles of incorporation of Noisebridge, a California
nonprofit corporation, and, pursuant to the authority granted to the
directors by these bylaws to take action by unanimous written consent
without a meeting, consent to, and hereby do, adopt the foregoing
bylaws, consisting of twenty-eight (28) pages, as the bylaws of this
corporation.
 
Dated: __________
 
____________________
Jacob Appelbaum, Director
 
____________________
Mitch Altman, Director
 
____________________
Noah Balmer, Director
 
____________________
Andy Issacson, Director
 
____________________
Rachel McConnell, Director
 
                              CERTIFICATE
 
This is to certify that the foregoing is a true and correct copy of the
bylaws of the corporation named in the title thereto and that such
bylaws were duly adopted by the board of directors of said corporation
on the date set forth below.
 
Dated: __________
 
                        ____________________
                        David Molnar, Secretary

Latest revision as of 16:52, 5 March 2010

Redirect to:

Retrieved from "https://replica-wiki.extremist.software/index.php?title=Bylaws_2&oldid=10151"