Association of A32 Users
(A California Non-profit Corporation)
The principal office for transaction of the business of the corporation in California is hereby fixed and located at 4290 Wilkie Way, APT K, Palo Alto, California. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another. Any such changes shall be noted on the By-Laws by the Secretary, opposite this Section, or this Section may be amended to state the new location.
Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.
The stated purpose of the Association of A32 Users, Inc. is to be a recognized, independent nonprofit organization whose mission is to provide education, information and support to users of micro-computing technology
This corporation has been formed under the California Non-Profit Corporation Law for the purposes described above, and it shall be non-profit and non-partisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to a public vote.
There shall be one class of membership in this corporation. Any person, partnership, association or corporation shall be eligible for membership upon acceptance of his, her or its application by the Board of Directors and payment of such dues and initiation fees as may from time to time be fixed by the Board of Directors of this corporation. This corporation shall not discriminate on the basis of race, color, creed, religion, national origin or sex in the selection and admission of members.
Each member in good standing must pay, within the time and on the conditions set by the Board of Directors, the initiation fee and annual dues in amounts to be fixed from time to time by the Board of Directors. The dues and fees shall be equal for all members.
(1) Causes of Termination. The membership of any regular member shall terminate upon occurrence of any of the following events:
(i) The resignation of the member.
(ii) The failure of a member to renew membership for the following year by paying annual dues within the time set forth by the Board of Directors.
(iii) The occurrence of an event which renders such member ineligible for membership provided that termination for such cause shall take effect only upon expiration of the period (not to exceed one year) for which such member's current membership runs.
(iv) The determination by the Board of Directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct of the corporation or has engaged in conduct materially and seriously prejudicial to the interests of the corporation.
(2) Procedure for Expulsion. The corporation shall follow the procedure for expulsion provided by applicable California law.
No member may transfer a membership. All rights of membership cease on the death of the member or upon the dissolution of the group holding the membership.
The Board of Directors may, by majority vote, create additional classes of membership, each of which may be assessed dues and fees different from any other class of membership, but none of which shall be entitled to vote on any matter.
All meetings of the members shall be held at any place within or without the State of California as designated by the Board of Directors of the corporation, and all other meetings of the members shall be held at either the principal office or at any other place within or without the State of California which may be designated either by the Board of Directors pursuant to the authority hereinafter granted to said Board, or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation.
The annual meeting of the members shall be held on a date and at a time designated by the Board of Directors. The date so designated shall be within fifteen (15) months of the previous annual meeting. At such meetings the reports of the affairs of the corporation shall be considered and any other business may be transacted which is within the powers of the members.
Written notice of each annual meeting shall be given to each member entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such member at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notices. If a member gives no address, notice shall be deemed to have been given to him if sent by mail or other means of written communication addressed to the place where the principal office of the corporation is situated or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be sent to each member entitled thereto not less than ten (10) days nor more than ninety (90) days before each meeting. Such notices shall specify the place, the day and the hour of such meeting and shall state such other matters, if any, as may be expressly required by statute.
(1) Authorized Members Who May Call. A special meeting of the members may be called at any time by any of the following: the Board of Directors, the President or, notwithstanding section 9411 of the California Corporation Code, twenty (20%) of the regular members.
(2) Meetings Called By Members. If a special meeting is called by members other than the president, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the registered agent for service of process of the corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of Section 2 of this Article V, that a meeting will be held and the date for such meeting, which date shall be not less than thirty-five (35) nor more than ninety (95) days following the receipt of the request. The Board of Directors shall fix the location for any special members' meeting. If the notice is not given within twenty (25) days after receipt of the request, the members requesting the meeting may give the notice. Nothing contained in this sub-section shall be construed as limiting, fixing or affecting the time when a meeting of members may be held when thE meeting is called by action of the Board of Directors.
(I) General Notice Contents. All notices of meetings of members shall be sent or otherwise given in accordance with Sub-Section (c) of Section 2 of this Article VI not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted and no other business may in that case be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the members.
(2) Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal (s):
(i) Removing a director without cause;
(ii) Filling vacancies on the Board of Directors by the members;
(iii) Amending the articles of incorporation;
(iv) Voluntarily dissolving the corporation.
(3) Manner of Giving Notice. Notice of any meeting of members shall be given either personally or by first class mail, telegraphic or other written communication charges prepaid, addressed to each member either at the address of that member appearing on the books of the corporation for the purpose of notice. If no address appears on corporation's books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first class mail or telegraphic or other written communication to the corporation's principal executive office, or (ii) notice is published at least once in a newspaper of general circulation in the county where that 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 the telegram or other means of written communication.
(4) Affidavit of Mailing Notice. An affidavit of the mailing or other means of giving any notice of any members' meeting may be executed by the secretary, assistant secretary or any transfer agent of the corporation giving. the notice, and if so executed, shall be filed and maintained in the minute book of the corporation.
The presence in person or by proxy of twenty percent (20%) of the persons entitled to vote at any meeting shall constitute a quorum for the transaction of business. The members who are present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.
Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members represented at the meeting, the holders of which are either present in person Dr represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at such meeting.
When any members' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided above, 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 thereat, other than by announcement at the meeting at which adjournment is taken.
(1) Eligibility to Vote. Only members as of the date determined in accordance with Section 9 of this Article V, shall be entitled to vote at any meeting of members or by ballot. The Board of Directors shall approve the credentials of each eligible member before such member shall be allowed to vote at a members' meeting or by ballot.
(2) Manner of Casting Votes. Voting may be by voice or ballot, provided that any election of directors must be by ballot if demanded by any member before the voting begins. A member shall be entitled to cast one vote for each matter submitted to a vote of the members.
(3) Majority of Members Represented at Meeting Required Unless Otherwise Specified. If a quorum is present, the affirmative vote of the majority of the regular members represented at the meeting (entitled to vote and voting on any matter) shall be the act of the members, unless the vote of a greater number or voting by classes is required by California Non-Profit Corporation Law or by the articles of incorporation.
The transactions of any meeting of members, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, either present in person or by proxy, signs a written waiver of notice, a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
(I) Waiver by Attendance. Attendance at a meeting by a regular member whose credentials have been approved by the Board of Directors shall also constitute a waiver of notice of that meeting, except when the member objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.
(1) General. Any action that may be taken at any annual or special meeting of members, including election of directors, may be taken without a meeting and without prior notice upon compliance with the provisions of this Section.
(2) Solicitation of Written Ballots. The corporation shall distribute one written ballot to each member entitled to vote; such ballots shall be mailed or delivered in the manner required by Section 3 of this Article V for giving notice of special meetings. All solicitations of votes by ballot shall: (a) indicate the number of responses needed to meet the quorum requirement; (b: state the percentage of approvals necessary to pass the measure(s); and (c) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall: (a) set forth the proposed action; and (b) provide the members an opportunity to specify approval or disapproval of each proposal, if more than one proposal is set forth. Any form of written ballot in any election of directors shall name the directors to be voted on therein and shall provide for a member to withhold authority to vote for the election of directors. Any ballot so marked or otherwise marked to indicate 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.
(3) Quorum Majority. Approval by written ballot pursuant to this Section shall be valid only when the number of votes cast by ballot within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(4) Revocation. No written ballot may be revoked after delivery to the corporation or deposit in the mails, whichever first occurs.
(5) Filing. All such written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for sixty (60) days following the date the ballots are counted after which time such ballots may be destroyed by the corporation.
(6) Effect of Non-Compliance. Failure to comply with this Section shall not invalidate any corporate action taken, but may be the basis for challenging any written ballot and any member may petition the Superior Court of California to compel compliance with the applicable provisions of law.
(1) To Be Determined by Board of Directors. For the purposes of determining which members are entitled to receive notice of any meeting, to vote, to give consent to corporate action without a meeting, or to take any other action, the Board of Directors may fix, in advance, a “record date”, which shall not be more than ninety (90) nor fewer than ten. (10) days before the date of any such meeting. Only members of record on the date so fixed are entitled to notice, to vote, to give consents, or take other action, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record date, except as otherwise provided in the articles of incorporation, by agreement, or in the California Non-Profit Corporation Law.
(2) Failure of Board to Determine Date.
(i) Record Date for Notices on Voting. Unless fixed by of Directors, the record date for determining those members entitled to receive notice of, or to vote at, a meeting of members, shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held.
(ii) Record Date for Written Consent to Action Without Meeting. Unless fixed by the Board, the record date for determining those members entitled to vote by ballot on corporate action without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written ballot is mailed or solicited. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action.
(iii) Record Date for Other Actions. Unless fixed by the Board, the record date for determining those members entitled to take any other action shall be the date the Board adopts the resolution relating thereto, or the sixtieth (60 th) day prior to the date of such other action, whichever is later.
(iv) “Record Date” Means As Of Close of Business. For purposes of this paragraph (2), a person holding membership as of the close of business on the record date shall be deemed the member of record.
Every member entitled to vote or to execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the corporation, provided that the proxy shall be valid only if executed in favor of another member of the corporation, and further provided that no proxy is to continue in force for a period exceeding eleven (11) months from the date of its execution. Except as provided in the preceding sentence, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the corporation.
Subject to the limitations of the articles of incorporation, of the By-Laws and of the California Non-Profit Corporation Law as to actions to be authorized or approved by the members, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit:
FIRST - To conduct, manage and control the affairs and business of the corporation, to select and remove all officers, agents and employees of the corporation and to prescribe any powers and duties for them, to fix their compensation, and to make such rules and regulations therefore not inconsistent with law, with the articles of incorporation or these By-Laws, as the Directors may deem best.
(a) take any final action on matters which, under the California Non. Profit Corporation Law, also requires members' approval or approval of a majority of all the members;
(b) fill vacancies on the Board of Directors or in any committee which has the authority of the Board;
(c) fix compensation of the directors for serving on the Board or on any committee;
(d) amend or repeal by-laws or adopt new by-laws;
e) amend or repeal any resolution of the Board of Directors which by its express terms is not so amenable or repealable;
(f) appoint any other committees of the Board of Directors or the members of these committees:
(g) expend corporate funds to support a nominee for director after there are more people. nominated for director than can be elected;
(h) approve any transaction (1) to which the corporation is a party and in which one or more directors have a material financial interest; or (2) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
Meetings and action of committee shall be governed by, and held and taken in accordance with, the provisions of this ARTICLE VI of these By-Laws concerning meetings of directors, with such changes in the context of these By-Laws 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 determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members who shall have the right to attend all meetings of the committee.
Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these By. Laws.
The Chairman of the Board shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the By-Laws. He shall have no right to vote at meetings of the Board of Directors unless he or she is also an elected member of the Board of Directors. The Chairman of the Board shall be elected by the Board of Directors.
The Board of Directors shall have the authority to establish such advisory committees as it may from time to time find appropriate and to dissolve such committees from time to time.
The authorized number of Directors shall be no less than three (3) and no more than five (5). The Board of Directors shall specify the number of Directors which it may alter from time to time. Directors need not be residents of the State of California but must be members of the corporation. The President of the corporation shall be a member of the Board of Directors but shall, upon request by a majority of the other members of the Board of Directors, withdraw from any meeting of the Board of Directors unless the President is also an elected director of the corporation, in which case he or she may not be so excluded.
The term of office for a director shall be three (3) years.
(1) Nomination of Directors. The President of the corporation, shall appoint, at least ninety (90) days before the date of any election of directors, a committee of three (3) members to nominate qualified candidates for election to the Board of Directors.
(2) Method of Nomination. Any person who is a member in good standing may have his or her name placed in nomination for director provided that:
(i) Only those persons whose names are placed on an official nomination form signed by the Committee shall be valid nominees; provided, however, that the official ballot shall contain a place for “write-in” candidates; and
(ii) All nominations shall thereafter be submitted to the Secretary of the corporation at its current official mailing address no later than the fifteen (15) days before the date that the official ballot is to be published.
(3) Publications. Without limiting the generality of the foregoing, if the corporation now or hereafter publishes, owns or controls a magazine, newsletter or other publication and publishes material in the publication soliciting votes for any nominee for director, it shall make available to all other nominees, in the same issue of the publication, an equal amount of space, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.
(4) Mailing the Election Material. On written request by any candidate for election to the Board and accompanying payment of the reasonable costs of mailing (including postage), the corporation shall, within fifteen (15) business days after the request (provided payment has been made), mail to all members, or such portion of them as the nominee may reasonably specify, any material that the nominee may furnish and that 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: (a) inspect and copy the record of all the members' names, addresses, and voting rights, at reasonable times, on five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested; or (b) obtain from the Secretary of the corporation, on written demand and tender of a reasonable charge, a list of 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 a date specified by the member subsequent to the date of demand. The membership list shall be made available on or before the later of fifteen (15) business days after the demand is received or after the date specified in it as the.date by which the list is to bE compiled.
(5) Refusal to Publish or Mail Material. The corporation may not decline to publish or mail material that it is otherwise required hereby to publish or mail on behalf of any nominee, on the basis of the content of the material, except that the corporation or any of its agents, officers, directors or employees may seek and comply with an order of the Superior Court allowing them to delete material that the court finds will expose the moving party to liability
(6) Use of Corporate Funds to Support Candidate. No corporate funds may be expended to support a candidate for director.
An official ballot containing the names of all the nominees shall be sent to members no later than sixty (60) days prior to the closing date for the return of the completed ballots. Members shall vote only for directors nominated or may "write-in" the name of a person for whom they are voting. All ballots shall be returned to the corporation's official mailing address or to the address of an independent group as designated by the Board of Directors no later than fifteen (15) days prior to the date that the results are due to be reported. The results shall be tabulated and reported to the corporation no later than thirty (30) days prior to the date that the directors are to take office. The overall results shall be noted in the corporation's official publication. The newly-elected director will take his or her place on the Board of Directors at the next annual general meeting of the corporation or upon the expiration of the retiring director, whichever shall first occur.
Candidates receiving the highest number of votes shall be elected as director. In the case of a tie vote, the Secretary shall notify all members that the election resulted in a tie vote and shall be sent a new ballot for a runoff election, containing the names of those candidates who have tied, to each member who was qualified to vote in the original election. Said notice shall be sent by first class mail, postage prepaid, within thirty (30) days after close of the election. All ballots for the runoff election shall be returned no later than thirty (30) days after the closing date of the original election. In all other respects, the runoff election shall be conducted in the same manner as the original election.
(1) Events Causing Vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist-on the occurrence of the following: (a) the death, resignation, or removal, as set forth in sub-sections (2) or (3) below, of any director; (b) the declaration by resolution of the Board of Directors of a vacancy in the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under applicable sections of the California Non-Profit Corporation Law; (c) an increase in the authorized number of directors; or (d) the failure of the members, at any meeting or meetings at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting.
(2) Recall of Directors by Members. Recall of a Director may be sought by a petition signed by thirty percent (30%) or more of the members. The petition shall state the reasons for the recall and shall be filed with the corporation at its official mailing address. The memberships and signatures on such petition shall be verified by the Secretary of the corporation before the recall shall be effective. The recall shall become effective when the Secretary shall have filed with the President a certificate of Verification of the petition of recall. The petition and the Secretary's Certification shall be kept in the corporation's minute book. Notice of the results of the petition for recall shall be sent to all members and to the Board of Directors and the officers of the corporation.
(3) Removal of Directors. A Director shall be removed from his or her position as Director upon the vote of a majority of the members from the region represented by the Director.
(4) Resignations. Except as provided in this paragraph, any director may resign and such resignation shall be effective on 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 resignation to become effective. If the resignation of a director is effective at a future .time, the Board of Directors may elect a successor to take office as of the date when resignation becomes effective. No Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.
(5) Vacancies Filled by Board of Directors. If a directorship becomes vacant, the Board of Directors may, at its option, appoint a Director to serve until the next annual meeting of members, or may hold an election to fill the unexpired term of the Director.
(6) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any director before that Director's term of office expires.
(7) Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a) any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a director as director; and (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. Any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated. from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal office.
Immediately following each annual meeting of members the Board of Directors shall hold a regular meeting for the purpose of organization and the transaction of other business. Call and notice of such meetings are hereby dispensed with. At such meeting the Board of Directors shall also announce the appointment of officers for the forthcoming year.
Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or, if he is absent or unable or refuses to act, by the senior Vice President, if one be chosen, or by any two (2) Directors, if there be more than one Director.
Written notice of the time and place of special meetings shall be delivered personally to each Director or sent to each Director by mail or by other form of written communication charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation or, if it is not so shown on such records or is not readily ascertainable, at the 'place in which the meetings of the Directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at the place in which the principal office of the Corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director. Any special meeting may be held by conference telephone or similar electronic communication equipment, so long as all directors participating in tile meeting can communicate with each other by visible or audible means, including by the use of computer terminals and modems, and all such directors shall be deemed to be present in person at each such meeting.
Any action by the Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. 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 shall be regarded as the act of the Board of Directors unless a greater number be required by law.
The transaction of any meeting of the Board of Directors, however called and a meeting duly held after regular call and notice, shall be considered the act of the Board if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.
Notice of the time and place of holding an adjourned meeting need not be given to absent Directors ii the time and place be fixed at the meeting adjourned.
Directors and members of committees may not receive compensation, for their services but may receive reimbursement for expenses as may be fixed or determined by resolution of the Board.
The officers of the Corporation shall be a President, who shall also be designated Chief Executive Officer, a Vice President, a Secretary and a Treasurer who shall also be the Chief Financial Officer. The Corporation may also have one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 4 of this ARTICLE VII. One person may hold two (2) or more offices.
Any appointed officer may be removed, either with or without cause, by the President or, except in case of an officer chosen by the members, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the President Dr to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled at any time by the President and shall be filled in the manner prescribed in the ByLaws for regular appointments to such office.
The President of the Corporation shall have genera] supervision, direction and control of the business and other officers of the Corporation. He shall preside at all meetings of the members and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be ex officio a member of all committees and shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or by the By-Laws.
In the absence or disability of the President, the Vice President, or the Vice-Presidents, if there be one or more and in order of their rank as fixed by the President or, if not ranked, the Vice President designated by the Board of Directors, 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 upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the President, the Board of Directors or the By-Laws.
The Secretary shall keep, or cause to be kept, at the principal office or such other place as the Board of Directors may order, a book of minutes of all meetings of directors and members stating: the time and place of meetings held; whether regular or special, and, if special, how authorized; the notice thereof given; the names of those present at Directors' meetings; the number of members present or represented at members' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office of the Corporation a member register, or a duplicate member register, showing the names of the members and their addresses.
The Secretary shall give or cause to be given notice of all meetings of the members and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.
The Treasurer, who shall also be the Chief Financial Officer, shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings. The books of account shall at all reasonable times be open to inspection by any Director.
The Treasurer shall cause to be deposited all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. He shall caused to be disbursed the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his-transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws. The Treasurer may, unless the Board of Directors otherwise directs, delegate his duties, except that of rendering accountings and reporting on the financial condition of the Corporation, to the Executive Director of the Corporation, if there be one.
No salaries shall be paid to the officers of this Corporation unless provided by an amendment of these bylaws. If these bylaws are subsequently amended, the salaries of the officers employed by the Corporation shall be fixed from time to time by the Board of Directors or established under agreements with officers approved by the Board of Directors, and no officer will be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation.
New By- Laws may be adopted or these By-Laws may be amended or repealed by the vote of members entitled to exercise a two-thirds (2/3) majority of the voting power of the Corporation or by the written assent of such members, except as otherwise provided by law and by the articles of incorporation.
Subject to the right of members as provided in Section I of this ARTICLE VIII to adopt, amend or repeal ByLaws, new By-Laws may be adopted or these By-Laws may be amended or repealed by the vote of a majority of the Directors of the Corporation or by the written consent of such Directors (other than a By-Law or amendment thereof changing the authorized number of Directors) except as otherwise provided by law and by the articles of incorporation.
The member. register or duplicate member register, the books of account, and the minutes of proceedings of the members and Directors and of the executive and other committees of the Directors shall be open to inspection upon the written demand of any member at any reasonable time and for a purpose reasonably related to his interests as a member and shall be exhibited at any time when required by the demand of twenty percent (20%) of the members represented at the members' meeting. Such inspection may be made in person or by an agent or attorney and shall include the right to make extracts. Demand of inspection other than at a members' meeting shall be made in writing upon the President, Secretary, Assistant Secretary or Executive Director of the Corporation.
The corporation shall notify each member yearly of the member's right to receive a financial report pursuant to Corporations Code section 8321(a). Except where the corporation does not have more than one hundred (100) members or more than ten thousand dollars ($10,000) in assets at any time during the fiscal year, on the written request of a member the corporation shall promptly cause the most recent annual report to be sent to the requesting member. The annual report shall be prepared not later than one hundred twenty (120) days after the close of the corporation's fiscal year and shall contain the information required by law. The corporation shall also furnish annually to its members a statement of any transaction or indemnification described in Corporations Code section 8322(d) and (e), if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in this Section 2.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness which are issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.
The Board of Directors, except as in these By-Laws otherwise provided, may authorize any officer or officers to enter into any contract or to execute 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 by the Board of Directors, 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 for any purpose or to any amount.
The President or any Vice-President, and the Secretary or any Assistant Secretary of this Corporation, are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officers.
The Corporation shall keep in its principal office for the transaction of business the original or a copy of these By-Laws as amended or otherwise altered to date and which are certified by the Secretary and which shall be open to inspection by the members at all reasonable times during office hours.
To the fullest extent permissible by the provisions of California law/,the corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts, actually and reasonably incurred by such person by reason of such person's having been made or having been threatened to be made a party to a proceeding. The corporation shall advance the expenses reasonably expected to be incurred by such agent in defending Any such proceeding upon its receipt of the undertaking required by subdivision (f) of that section. The terms "agent," "proceeding," and ".expenses" used in this Section 7 shall have the same meaning as such terms in Section 317 of the California Corporations Code.
Unless the context otherwise requires, the general provisions of construction and definitions contained in the California Non-Profit Corporation Law shall govern the construction of these By-Laws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person.
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity of arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this Section.
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