The principal office of the corporation for the transaction of its business
is located in Santa Clara County, 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 change of address and effective date below, and such changes of address
shall not be deemed an amendment of these Bylaws:
3509 Calico Avenue, San Jose, California 95124 Dated: __________, 19__
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: PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The primary objective and purpose of this corporation shall be to provide education
about astronomy and related sciences to members and the public.
Article 3: DIRECTORS
SECTION 1. NUMBER
The corporation shall have nine directors and collectively they shall be known
as the Board of Directors. 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 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
Directors elected by the membership are elected for two year terms. Five directors
shall be elected in odd-numbered years and the other four directors shall be
elected in even-numbered years. Terms shall be effective on completion of balloting
at the Annual Meeting and shall continue until a successor is elected and qualifies.
Directors shall serve without compensation. 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.
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 or similar
communications equipment, so as long as all directors participating in such
meeting can hear one another.
SECTION 8. REGULAR MEETINGS
Regular meetings of Directors shall be held at the Board's discretion at the
place and time specified by the Board of Directors. There shall be at least
one regular or special meeting of the Board each fiscal year.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President 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.
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 other appropriate
means of communications. 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.
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.
A quorum shall consist of 50% of the Directorships. 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. 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 simple majority of affirmative
votes versus negative votes of the directors present at a meeting or such greater
percentage as may be required by law, or the Articles of Incorporation or Bylaws
of this corporation.
Every act or decision done or made by a simple majority of affirmative votes
versus negative votes 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. If a Director is unable to attend
a Regular or Special board meeting, the Director may vote in absentia by one
of the following methods:
(a) The absent Director may designate another voting Director to vote in his
or her place. The absent Director shall inform the presiding officer of the
proxy before the meeting is called to order.
(b) The absent Director may designate his or her vote on a specific issue
prior to the meeting. The absent Director shall deliver the vote and the
issue to be proxied to the presiding officer before the meeting is called
to order.
(c) During a meeting, an absent Director may be contacted by telephone,
or other appropriate medium of communication to cast a vote.
In all cases, the absent Director shall be recorded as having cast his or her
vote. The Secretary shall record in the minutes of the meeting that the vote
was delivered by proxy and the person acting as proxy. A proxy vote will count
as though the absent Director was present. For the purposes of attendance requirements,
the absent Director shall be considered excused.
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 President of the corporation 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.
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, or missed three consecutive Board meetings without
notification to the Board prior to each meeting. Directors may be removed without
cause 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. However,
vacancies created by the removal of a director may be filled only by the 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. The Board of Directors
shall consider a person qualified to fill a vacancy if that person has been
an Active Member for one (1) year, or has attended three (3) bimonthly board
meetings, or has attended six (6) monthly board meetings. A person elected to
fill a vacancy as provided by this Section shall hold office for the remainder
of the office's term or until his or her death, resignation or removal from
office.
SECTION 18. NON-LIABILITY 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: OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be a President, a Secretary, and a Treasurer.
The corporation may also have, as determined by the Board of Directors, a Chairperson
of the Board, one or more Vice Presidents, 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
President or Chairperson of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any member may serve as an officer of this corporation. Officers shall be elected
by the Board of Directors by a two-thirds (2/3) vote, at any time, and each
officer shall hold office 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 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 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 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. If applicable, the President 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 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 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, or at another place in
the State of California designated by the Board of Directors, 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 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 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, 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 10. COMPENSATION
Officers shall serve without compensation. They shall be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of their
regular duties as specified in Sections 6 through 9 inclusive of this Article.
Article 5: COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
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 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 which 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. NOMINATING COMMITTEE
At least one month prior to the Annual Meeting, the President shall name three
members to serve on a committee to be known as the Nominating Committee. It
shall be the duty of the Nominating Committee to submit to the members attending
the Annual Meeting the names of at least one candidate for each Director to
be elected under these Articles.
SECTION 3. PRESIDENT'S COMMITTEES
The President may establish committees whose powers and terms of service are
controlled by the President. Actions and findings of such committees shall be
subject to ratification by the Board of Directors.
SECTION 4. 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. 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 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 or by the President 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: CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California
or at another place in the State of California designated by the Board of Directors:
(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 (not required for meetings of members) 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 of the
corporation at all reasonable times.
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
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 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. 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:
(a) 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:
(1) Any director or officer of the corporation, or its parent or subsidiary
(a mere common directorship shall not be considered a material financial
interest); 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 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: FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the first day of January and
end on the last day in December in each year.
Article 9: 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 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, provided, however, if this corporation
has admitted any members, 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 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 2. CERTAIN AMENDMENTS
Notwithstanding the above section 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 Non- Profit Corporation"
pursuant to Section 6210 of the California Nonprofit Corporation Law.
Article 11: 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 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 1. DETERMINATION AND RIGHTS OF MEMBERS
There are hereby established the following classes of membership:
(a) Active Members. Any person may become an Active Member. Active Members
shall pay dues to the Corporation and have the right to vote at all membership
meetings.
(b) Contributing Members. The Board of Directors may confer for a period
of one year the title of Contributing Member upon a person who shall have
made a substantial contribution to the Corporation. Contributing Members
shall have all the rights and privileges of Active Members.
(c) Student Members. Any person under the age of 18 may become a Student
Member. Student Members shall have all the rights and privileges of Active
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
Any person is qualified to become a member of this corporation.
SECTION 3. ADMISSION OF MEMBERS (amended October 3, 2009)
Applicants shall be admitted to membership upon payment of annual dues, as
specified in the following sections of this Bylaw.
Payment of dues, as specified in the following sections of this Bylaw, is
an application for membership. Approval of an application for membership is
by a majority vote of the board of Directors.
SECTION 4. FEES, DUES AND ASSESSMENTS
(a) The following fee shall be charged for making application for membership
in the corporation: None
(b) The annual dues payable to the corporation by members shall be of such
amount as may be determined from time to time by resolution of the board
of Directors and may differ between membership classes.
(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, or at another place
in the State of California designated by the board of Directors, and shall be
available for inspection by any director or member of the corporation during
regular business hours subject to the inspection rights of Article 7. 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 on the day after the due
date.
(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 13: 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 February regular meeting shall also be the Annual Meeting, for the purpose
of electing directors and transacting other business as may come before the
meeting. 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 may be held on a Saturday at 8:00 PM.
If the day fixed for the Annual Meeting or other regular meetings falls on
a legal holiday, the Board of Directors will notify the membership when or
if such meeting shall be held.
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.
SECTION 4. NOTICE OF MEETINGS
(a) Time of Notice. Whenever members are required or permitted to take action
at a meeting, a written 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 of a members' meeting or any report shall
be given either personally or by mail or other means of written communication,
addressed to the member at the address of such member appearing on the books
of the corporation 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 or other means of written 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) 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 (e) of this section, the waiver of
notice or consent shall state the general nature of the proposal.
(e) 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:
1. Removal of directors without cause;
2. Filling of vacancies on the board by members, per Article 3, Section
17;
3. Amending the Articles of Incorporation; and
4. An election to voluntarily wind up and dissolve the corporation.
SECTION 5. QUORUM FOR MEETINGS
A quorum shall consist of all voting members present.
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 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 two (2) months 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.
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. 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 President of the corporation
or, in his or her absence, by the Vice President of the corporation or, in the
absence of all of these persons, 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.
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:
(a) 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
(b) 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.
Article 14: OFFICIAL NEWSLETTER OF SJAA (amended 2009 Dec
19)
SECTION 1.
The SJAA Ephemeris is the official newsletter of the San Jose Astronomical
Association. The SJAA Ephemeris will be published on a monthly basis. Notices
of general meetings, board meetings, the annual meeting, elections to the
board of directors, amendments to the bylaws, official notices to the members,
SJAA functions will all be published in the SJAA Ephemeris. This newsletter
constitutes the official and legal notification to members of these planned
events and activities. The SJAA Ephemeris can be delivered in the U.S. mail
or by electronic mail. The SJAA Ephemeris will publish the names of the officers
and contact information in each issue members shall have the right to submit
articles and letters to the SJAA Ephemeris as long as the item pertains to
club business or astronomy issues.
SECTION 2.
The President of the SJAA will nominate the Editor of the SJAA Ephemeris;
his/her election requires a majority vote of the board. Term of the Editor
will be one year, and may be renewed annually without limits.
SECTION 3.
The Editor will review the contents of the SJAA Ephemeris with the members of
the Board of Directors prior to publication.
Article 15: CERTIFICATE (changed from Article 14 to Article
15 2009 Dec 19)
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.
Candidates for the Board of Directors shall be SJAA members for one
year prior to election or appointment.
Candidates for the Board of Directors shall be current members of the SJAA.
To be qualified candidates shall have been SJA members for one year or more
immediately prior to election or appointment or have previously been an SJAA
member for at least one year. (approved 2009 Dec 19)
Directors shall maintain their membership in SJAA during their term on the Board
of Directors. Upon failure to meet this requirement, the board member shall
automatically be removed from the Board of Directors and forfeit all privileges
thereof, 45 days after expiration of membership.
Directors elected by the membership are elected for two year terms. Five directors
shall be elected in odd-numbered years and the other four directors shall be
elected in even-numbered years. Terms shall be effective on completion of balloting
at the Annual Meeting and shall continue until a successor is elected and qualifies.
Amendment 2 (approved 1996 Sept 21, last sentence approved
October 3, 2009)
Officers elected by the Board of Directors are elected for one year terms.
Any member may serve as officer of this corporation. Officers shall be elected
by the Board of Directors by a two-thirds (2/3) vote, at any time, and each
officer shall hold office until the end of the elected term, 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 office of president is limited to two consecutive years.
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 or similar
communications equipment or electronic mail, so as long as all directors
participating in such meeting can hear one another.
Special meetings of the Board of Directors may be called by the President 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.
The Board may conduct meetings via electronic mail subject to the following
conditions:
1. Any member may ask to be copied on all email between Board members
which discusses official business. Members may comment on the ongoing discussion.
It shall be the responsibility of the member to provide a working email address.
2. When a formal motion is anticipated that anticipation must be prominently
noted in the discussion. The actual call for votes may not occur less than 72
hours from the time that notice is sent unless this requirement is waived by
unanimous consent of the Board.
3. Prior to the call for votes, any director may request that the
matter be postponed until the next physical meeting. That request will be honored
unless 2/3 of the directors vote to deny it. The request may come in any form
but must be delivered promptly to all directors. The motion for postponement
is not subject to a request for postponement.
4. After a call for votes a majority of votes in the affirmative
must be cast within 96 hours in order for a motion to be adopted; otherwise
it fails.
5. The votes will be tabulated and posted as soon as one
of the following occurs: all directors have cast their votes, 24 hours have
passed since the call for votes and a majority has been achieved either for
or against the motion, 96 hours have passed.
6. A director may grant to another director a proxy to
vote in his place in all matters covered in this section. A director may abstain
in advance for a specific period of time from all board business. Such proxies
and notices of abstention shall be filed with the minutes of the proceedings
of the board.
7. The text of the motion and each director's vote
shall be transcribed into the minutes. An archive of the entire discussion will
be kept electronically and made available to the membership upon request for
at least 90 days.
8. No new expenditure greater than $100 may be authorized
outside a physical meeting except by unanimous written consent as defined below.
"Written" in this context shall include electronic mail.
9. Failure to participate in the discussion or
to vote via electronic mail shall not be construed as "missing" a board meeting
for the purposes of section 17 below
A quorum shall consist of 50% of filled Directorships in attendance50% of the Directorships.
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. 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.
A quorum shall consist of 50% of the Directorships. 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.
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 ofthe
required quorum for such meeting simple majority of affirmative
votes versus negative votes of the directors present at a meeting
or such greater percentage as may be required by law, or the Articles of Incorporation
or Bylaws of this corporation.
Every act or decision done or made by
a majority a simple majority
of affirmative votes versus negative votesof
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. If a
Director is unable to attend a Regular or Special board meeting, the Director
may vote in absentia by one of the following methods:
{Section 14 continues}
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by Bill Arnett / Jim Van Nuland; last updated: 2008 Feb 23a
