ARTICLE 1
OFFICES
SECTION 1.1 PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in: Ventura County, California
SECTION 1.2 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 bedeemed an amendment of these Bylaws:
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SECTION 1.3 OTHER OFFICES
The corporation may also have offices at such other places, within or without the Stateof California, where it is qualified to do business, as its business may require and asthe Board Of Directors may, from time to time, designate.
ARTICLE 2
PURPOSES
SECTION 2.1 OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be:
(a) Assist and educate members to effectively use computers,
computer accessories and software by holding frequent seminars
and classes.
(b) Facilitate the legitimate exchange of computer programs.
(c) Acquire and maintain educational software and publication
reference libraries.
(d) Provide information to the computer industry on hardware and
software issues.
(e) Sponsor and fund awards to the Ventura County Youth Science
Fair and similar educational activities.
(f) Provide and maintain a computerized information system for
use of the Group's members.
ARTICLE 3
DIRECTORS
SECTION 3.1 NUMBER
The corporation shall have four directors and collectively they shall be known as the Board Of Directors (or "the Board") and shall fill the positions of officers of the corporation. The number 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 3.2 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 3.3 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 3.4 TERMS OF OFFICE
Each director except for the President 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. The President's term of office shall be for a period of 2 years.
SECTION 3.5 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.
SECTION 3.6 RESTRICTION REGARDING INTERESTED DIRECTORS
Not withstanding any other provision of these Bylaws, all Directors must be members of the Corporation and elected by the membership of the Corporation.
SECTION 3.7 PLACE OF MEETINGS
Meetings shall be held at such place within the State of California which has been designated from time to time by resolution of the Board Of Directors. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another.
SECTION 3.8 REGULAR MEETINGS
Regular meetings of Directors shall be held no later than one week after the regular membership monthly meeting at a location and time as designated by the Board of Directors.
SECTION 3.9 SPECIAL MEETINGS
Special meetings of the Board Of Directors may be called by the President, the Vice President, 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 3.10 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 or by telephone or telegraph. 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 3.11 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 3.12 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 there of. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 3.13 QUORUM FOR MEETINGS
A quorum shall consist of three Directors.
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 not withstanding 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 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 3.14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by the directors present at a meeting duly held at which a quorum (three {3} directors) is present or a majority of directors when more than three (3) are 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 agents (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 3.15 CONDUCT OF MEETINGS
Meetings of the Board Of Directors shall be presided over by the President of the Board or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, 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 3.16 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 3.17 VACANCIES
Vacancies on the Board Of Directors shall exist (1) on the death, resignation or removal of any director, (2) whenever the number of authorized directors is increased and when the term of any Director is complete resulting in an annual election by the membership. 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.
Directors may be removed without cause by majority vote if the membership is less than fifty (50) 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 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 members. The members 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 3.18 NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 3.19 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 agents of his 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 3.20 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
OFFICERS
SECTION 4.1 NUMBER OF OFFICERS
The officers of the corporation shall be a President, Vice President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. These officers plus the immediate past President of the Corporation shall be known as the Board Of Directors. Assistant Secretaries, Assistant Treasurers, other officers or committee chairs shall be appointed by the Board Of Directors as required. Neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.
SECTION 4.2 QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers/Directors shall be elected by the membership and each officer shall hold office for one year or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. The President shall be elected to hold office for a period of two years.
SECTION 4.3 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 4.4 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board Of Directors or a majority of the membership, 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 4.5 VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer prior to the annual election of officers shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President 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 4.6 DUTIES OF PRESIDENT
The President 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. The President, or in his/her absence an elected officer, 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, con tracts, checks, or other instruments which may from time to time be authorized by the Board Of Directors.
SECTION 4.7 DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board Of Directors.
SECTION 4.8 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 members, and, in the case where any membership has been terminated, he or she 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 therefore, 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 4.9 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, moneys 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 there for.
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 4.10 COMPENSATION
No salary or compensation is provided for any Director or Officer of the Corporation.