ARTICLE 5
COMMITTEES
SECTION 5.1 CREATION OF COMMITTEES
The Board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Appointments to such committees shall be by a majority vote of the directors then in office. Any such committee, to the extent provided in the resolution of the Board or in the bylaws, shall have all the authority of the Board, 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 in any committee which
has the authority of the Board.
(c) The amendment or repeal of Bylaws or the adoptionof new Bylaws.
(d) The amendment or repeal or any resolution of the Board which
by its express terms is not so amendable or repealable.
(e) The expenditure of corporate funds to support a nominee for
director after there are more people nominated for director than
can be elected.
(f) 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
(b) (2) (b)(3) of the California Nonprofit Public Benefit Corporation
Law.
SECTION 5.2 EXECUTIVE COMMITTEE
The Board Of Directors may combine their role as the Executive Committee and include other appointed officers as part of that Committee. The powers of the Executive Committee are identical to those of the Board Of Directors. Both the Board of Directors and the Executive Committee are restricted in their powers when the following apply:
(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 amendment or repeal of Bylaws or the adoption of new Bylaws.
(c) The amendment or repeal or any resolution of the Board which
by its express terms is not so amendable or repealable.
(d) The expenditure of corporate funds to support a nominee for
director after there are more people nominated for director than
can be elected.
(e) 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(b)(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 5.2 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 5.3 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
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 6.1 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 6.2 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. When the amount exceeds $500 a countersign by the President of the corporation is required.
SECTION 6.3 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 6.4 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
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 7.1 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, if this corporation has members, 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, if any, 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, if any, of the corporation at all reasonable times
during office hours.
SECTION 7.2 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 7.3 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 7.4 MEMBERS' INSPECTION RIGHTS
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 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 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 7.5 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 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 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 7.6 ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
This corporation shall mail or deliver to all directors 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:
(a) Any transaction in which the corporation was a party, and in which either of the following had a direct or indirect material financial interest except as expressly provided in Section 5233 (b)(2) and (b)(3):
(1) Any director or officer of the corporation or,
(2) 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 FIVE THOUSAND DOLLARS ($5,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIVE THOUSAND DOLLARS ($5,000).
Similarly, the statement need only be provided with respect to indemnification or advances aggregating more than FIVE THOUSAND DOLLARS ($5,000) 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 majority of the members, with the person to be indemnified not included in the voting process.
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.
ARTICLE 8
FISCAL YEAR
SECTION 8.1 FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on July 1st and end on June 30th each year.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 9.1 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 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 as to voting or transfer, then a Bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable 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 of this corporation.
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 10.1 AMENDMENT OF ARTICLES
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 10.2 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 either statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.
ARTICLE 11
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 11.1 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 12
MEMBERS
SECTION 12.1 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 12.2 QUALIFICATIONS OF MEMBERS
The qualifications for membership in this corporation are as follows: NONE
SECTION 12.3 ADMISSION OF MEMBERS
Applicants shall be admitted to membership on payment of the application fee and dues for the first year.
SECTION 12.4 FEES, DUES AND ASSESSMENTS
(a) The Board Of Directors shall vote on the fee for making application for membership in the corporation every two years. The annual dues payable to the corporation by the members shall be that amount approved by a vote of the majority of the Board Of Directors.
(b) Memberships shall be non assessable.
SECTION 12.5 NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit.
SECTION 12.6 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 a convenient location and shall be available for inspection by any member of the Executive Committee 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 12.7 NON LIABILITY OF MEMBERS
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
SECTION 12.8 NON TRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.
SECTION 12.9 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, Secretary or Membership Chairperson 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 Executive Committee 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
sixty (60) days after a written notification of delinquency is
given personally or mailed to such member by the Membership Chairperson
of the corporation. A member may avoid such termination by paying
the amount of delinquent dues within a sixty (60) day period following
the member's original due date for dues.
(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 there for.
Such notice shall be sent at least fifteen (15) days before the
pro posed 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 Executive Committee
in accordance with the quorum and voting rules set forth in these
Bylaws applicable to the meetings of the Executive Committee.
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 Executive Committee shall decide
whether or not the member should in fact be expelled, suspended,
or sanctioned in some other way. The decision of the Executive
Committee 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 pro-rated to
return only the unaccrued balance remaining for the period of
the dues payment.
SECTION 12.10 RIGHTS ON TERMINATION OF MEMBERSHIP
All rights of a member in the corporation shall cease on termination of membership as herein provided.
SECTION 12.11 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.