Bylaws
BYLAWS OF BAY AREA OPTOMETRIC COUNCIL
ARTICLE I
NAME AND AFFILIATION
Section 1 - NameNAME AND AFFILIATION
The name of this nonprofit organization shall be known as the Bay Area Optometric Council, hereafter referred to as the “Corporation.”
Section 2 - Affiliation
This Corporation is formed as an affiliate entity of the California Optometric Association.
Section 3 – Antitrust Compliance
The Corporation and its members will be guided in their conduct and discussions by the antitrust laws of the United States, and of the State of California, and the Corporation intends to fully comply with these laws in all of the Corporation’s activities.
ARTICLE II
OFFICE
The address of the Corporation is the office address of the current President. The Board of Directors may, from time to time, change the location of the office, or establish additional offices for the Corporation, within California.OFFICE
ARTICLE III
OBJECTIVES AND PURPOSES
The objective of this Corporation shall be to act as the network and information resource for optometric societies located in the Bay Area of Northern California.OBJECTIVES AND PURPOSES
ARTICLE IV
MEMBERSHIP
Section 1 – QualificationsMEMBERSHIP
Members shall consist of those societies of the California Optometric Association located in the general geographic area of Northern California known as the San Francisco Bay Area. Said societies include the following: the Alameda/Contra-Costa Counties Optometric Society, San Francisco Optometric Society, San Mateo County Optometric Society, Redwood Empire Optometric Society and Santa Clara County Optometric Society. Membership may extend to include other neighboring societies.
Section 2 – Dues
Dues shall be in such amounts as prescribed by the Board of Directors of this Corporation and shall be payable at such time or times as may be fixed by the Board of Directors of the Corporation.
Section 3 – Applications for Membership
Applications for membership shall be made available through the Corporation in writing
and approved by the Board of Directors of the Corporation.
Section 4 – Resignation
A member of this Corporation shall have the privilege of resigning its membership upon
application in writing to the Secretary of the Corporation, provided, however, that all dues have
been paid and no charges are pending.
ARTICLE V
MEETINGS OF MEMBERS
Section 1 – Place of MeetingMEETINGS OF MEMBERS
Meetings of the membership shall be held at any place within or outside the geographical location and boundaries of the Corporation.
Section 2 – Annual Meeting
The Annual Meeting shall be held at a time fixed by the Board of Directors, and the Board of Directors shall cause notice of said meeting to be given to the members provided in Section 3 of this Article V.
Section 3 – Special Meeting
A. Who May Call. A special meeting of the members may be called at any time by any one of the following: the Board of Directors or the President. In addition, a special meeting of members may be called by two or more of the constituent member societies.
B. Calling Special Meetings by Members. If a special meeting is called by the members, 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 telegraph or other facsimile or e-mail transmission to the President or the Secretary of the Corporation. The officer receiving the request shall cause the notice to be promptly given to the members entitled to vote in accordance with provisions of Section 4 of this Article V.
Section 4 – Notice of Members’ MeetingsA. General Notice Contents. Notices of all meetings, general and special, of members shall be sent or otherwise given in accordance with sub-section C of this Section, 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 (1) in the case of a special meeting, the general nature of the business to be transacted, or (2) in the case of the Annual Meeting, those matters which the Board of Directors, at the time of giving the notice, intend to present for actionby the members.
B. 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 will be invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
1. Removing a director without cause;
2. Filling a vacancy on the Board of Directors by the members;
3. Amending the Articles of Incorporation; and
4. Approving a contract or transmission in which a director has a material
financial interest.
3. Amending the Articles of Incorporation; and
4. Approving a contract or transmission in which a director has a material
financial interest.
C. Manner of Giving Notice. Notice of any meeting of members shall be given either personally or by first-class mail, e-mail or other written communication, charges pre-paid, addressed to each member either at the address of that member appearing on the books of the Corporation or the address given by the member to the Corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or e-mail or other means of written communication.
D. Affidavit of Mailing Notice. An affidavit of 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.
Section 5 – QuorumD. Affidavit of Mailing Notice. An affidavit of 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.
A. Percentage Required. The presence of two societies through their representatives shall constitute a quorum for the transaction of business at a meeting of the members.
B. Loss of Quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 6 – Adjourned MeetingB. Loss of Quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute 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 the majority of the members represented at the meeting; but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in this Article.
Section 7 – Voting
A. Eligibility to Vote. Persons entitled to vote at any meeting of members shall be members as of the date determined in accordance with Section 10 of this Article V subject to the provisions of the California Nonprofit Corporation Law.
B. Manner of Casting Votes. Voting may be by vote or ballot provided that any election of directors must be by ballot if demanded by any member before the voting begins.
C. Proxy and Cumulative Voting. Proxy and cumulative voting are expressly prohibited.
D. Only Majority of Members Represented at Meeting Required, Unless Otherwise Specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than the election of directors) shall be the act of the members, unless a greater vote is required by California Nonprofit Corporation Law or by the Articles of Incorporation.
Section 8 – Waiver of Notice or Consent by Absent MembersB. Manner of Casting Votes. Voting may be by vote or ballot provided that any election of directors must be by ballot if demanded by any member before the voting begins.
C. Proxy and Cumulative Voting. Proxy and cumulative voting are expressly prohibited.
D. Only Majority of Members Represented at Meeting Required, Unless Otherwise Specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than the election of directors) shall be the act of the members, unless a greater vote is required by California Nonprofit Corporation Law or by the Articles of Incorporation.
A. Written Waiver or Consent. The transaction of any meeting of members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call or notice, if a quorum be present in person and if either
before or after the meeting, each member entitled to vote, who was not present, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
B. Waiver by Attendance. Attendance by a member at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Additionally, 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.
Section 9 – Action by Written Consent Without a Meetingbefore or after the meeting, each member entitled to vote, who was not present, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
B. Waiver by Attendance. Attendance by a member at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Additionally, 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.
A. General. Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice upon compliance with the provisions of this Section.
B. Solicitation of Written Ballots. The Corporation shall distribute one ballot to each member entitled to vote; such ballots shall be mailed or delivered in the manner required by Section 4 of this Article V for giving notice of special meetings. All solicitations of votes by ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to pass the measure(s); and (3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall: (1) set forth the proposed action; and (2) provide the members an opportunity to specify approval or disapproval of each proposal, if more than one proposal is set forth.
C. 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 approvals equals or exceeds 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.
D. Revocation. No written ballot may be revoked after delivery to the Corporation or deposit in the mails, whichever first occurs.
E. Filing. All such written ballots shall be filed with the secretary of the Corporation and maintained in the corporate records.
F. Effect of Noncompliance. 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 provisions
of the law.
Section 10 – Record Date For Member Notice, Voting, And Giving Consents And Other ActionsB. Solicitation of Written Ballots. The Corporation shall distribute one ballot to each member entitled to vote; such ballots shall be mailed or delivered in the manner required by Section 4 of this Article V for giving notice of special meetings. All solicitations of votes by ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to pass the measure(s); and (3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall: (1) set forth the proposed action; and (2) provide the members an opportunity to specify approval or disapproval of each proposal, if more than one proposal is set forth.
C. 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 approvals equals or exceeds 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.
D. Revocation. No written ballot may be revoked after delivery to the Corporation or deposit in the mails, whichever first occurs.
E. Filing. All such written ballots shall be filed with the secretary of the Corporation and maintained in the corporate records.
F. Effect of Noncompliance. 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 provisions
of the law.
A. 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 other action, the Board of Directors may fix, in advance, a “record date,” which shall not be more than sixty (60) nor fewer than ten (10) days before the date of such meeting, nor more than sixty (60) days before any such action without a 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 Nonprofit Corporation Law.
B. Failure of Board to Determine Date.
B. Failure of Board to Determine Date.
1. Record Date for Notices of Voting. Unless fixed by the Board 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.
2. 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.
3. 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 60th day prior to the date of such other action, whichever is later.
4. “Record Date” Means as of Close of Business. For purposes of this paragraph B, a person holding membership as of the close of business on the record date shall be deemed the member of record.
Section 11 – Voting of Classes2. 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.
3. 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 60th day prior to the date of such other action, whichever is later.
4. “Record Date” Means as of Close of Business. For purposes of this paragraph B, a person holding membership as of the close of business on the record date shall be deemed the member of record.
Each member shall be entitled to cast one vote on all matters submitted to a vote of the members.
The Board of Directors of the Corporation shall consist of the Officers, the Presidents of the respective Societies within the Corporation, and the Immediate Past President of the Corporation.
Section 2 – Powers
ARTICLE VI
BOARD OF DIRECTORS
Section 1 – Board of DirectorsBOARD OF DIRECTORS
The Board of Directors of the Corporation shall consist of the Officers, the Presidents of the respective Societies within the Corporation, and the Immediate Past President of the Corporation.
Section 2 – Powers
A. General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the Corporation
shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
B. Specific Powers. Without prejudice to these general powers and subject to the same limitations, the directors shall have the power to:
shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
B. Specific Powers. Without prejudice to these general powers and subject to the same limitations, the directors shall have the power to:
1. Select and remove all officers, agents and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation.
2. Designate the place for the holding of any members’ meeting or meetings, including annual meetings.
3. Adopt, make and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.
4. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
Section 3 – Number and Qualification of Directors2. Designate the place for the holding of any members’ meeting or meetings, including annual meetings.
3. Adopt, make and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.
4. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
The authorized number of directors shall be not less than four (4) with the exact number of directors to be fixed within the limits specified by approval of the Board of Directors.
Section 4 – Term of Office of Directors
Directors and elected officers shall not receive any compensation for their services.
Section 7 – Place of Meetings; Meetings by Telephone
Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting. Notwithstanding the above provisions of this Section 7, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.
Section 8 – Regular Meetings
Regular meetings of the Board shall be held at times and places to be determined by the Board of Directors. Such regular meetings may be held without notice.
Section 9 – Special Meetings
A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 13 of this Article VI. Every act or decision done or made by a majority of the directors present at the meeting duly held at which
a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (1) approval of contracts or transactions in which a director has a direct or indirect material financial interest; (2) appointment of committees; and (3) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 11 - Voting
Voting rights of an officer shall not be delegated to another nor exercised by proxy. Voting rights of the members may be delegated to any other elected member of their Board.
Section 12 – Waiver of Notice
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors
not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporation records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 13 – Adjournment
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 14 – Notice of Adjournment
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who
were not present at the time of the adjournment.
Section 15 – Action Without Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 4 – Term of Office of Directors
A. Officers. The officers shall hold office starting at each annual continuing education meeting of the members until the next annual continuing education meeting for a term of one year unless re-elected or re-appointed.
B. Presidents of the Respective Societies. The Presidents of the respective member societies within the Corporation shall hold office as directors of the Corporation during their term of year as society Presidents.
C. Immediate Past President of the Corporation. The immediate Past President of the Corporation shall serve as a director and shall hold office commencing at each annual continuing education meeting of the members until the next annual continuing education meeting
and until succeeded.
Section 5 – VacanciesB. Presidents of the Respective Societies. The Presidents of the respective member societies within the Corporation shall hold office as directors of the Corporation during their term of year as society Presidents.
C. Immediate Past President of the Corporation. The immediate Past President of the Corporation shall serve as a director and shall hold office commencing at each annual continuing education meeting of the members until the next annual continuing education meeting
and until succeeded.
A. Events Causing Vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: the death, resignation or removal of any director.
B. Filing the Vacancy. A vacancy on the Board of Directors as a result of the death, resignation or removal of President of a constituent society shall be filled by action of the constituent society and electing a new President.
Section 6 – CompensationB. Filing the Vacancy. A vacancy on the Board of Directors as a result of the death, resignation or removal of President of a constituent society shall be filled by action of the constituent society and electing a new President.
Directors and elected officers shall not receive any compensation for their services.
Section 7 – Place of Meetings; Meetings by Telephone
Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. Special meetings of the Board shall be held at any place within or outside of the State of California that has been designated in the notice of the meeting. Notwithstanding the above provisions of this Section 7, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.
Section 8 – Regular Meetings
Regular meetings of the Board shall be held at times and places to be determined by the Board of Directors. Such regular meetings may be held without notice.
Section 9 – Special Meetings
A. Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the President, the President-Elect, the Secretary, the Treasurer or any two directors.
B. Notice.
1. Manner of Giving. Notice of the time and place of special meetings shall be given to each director by one of the following methods:
(a) by personal delivery or written notice; (b) by first-class mail, postage paid; (c) by telephone communication; or (d) by e-mail, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director. All such notices shall be given or sent to the director’s address, telephone number or e-mail address as shown on the records of the Corporation.
2. Time Requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least four (4) business days before the time set for the meeting. Notices given by personal delivery, telephone or e-mail shall be delivered, telephoned or e-mailed at least forty-eight (48) hours before the time set for the meeting.
3. Notice Contents. The notice shall state the time and place for the meeting. However, it need not state the purpose of the meeting.
Section 10 – QuorumB. Notice.
1. Manner of Giving. Notice of the time and place of special meetings shall be given to each director by one of the following methods:
(a) by personal delivery or written notice; (b) by first-class mail, postage paid; (c) by telephone communication; or (d) by e-mail, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director. All such notices shall be given or sent to the director’s address, telephone number or e-mail address as shown on the records of the Corporation.
2. Time Requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least four (4) business days before the time set for the meeting. Notices given by personal delivery, telephone or e-mail shall be delivered, telephoned or e-mailed at least forty-eight (48) hours before the time set for the meeting.
3. Notice Contents. The notice shall state the time and place for the meeting. However, it need not state the purpose of the meeting.
A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 13 of this Article VI. Every act or decision done or made by a majority of the directors present at the meeting duly held at which
a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, especially those provisions relating to (1) approval of contracts or transactions in which a director has a direct or indirect material financial interest; (2) appointment of committees; and (3) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 11 - Voting
Voting rights of an officer shall not be delegated to another nor exercised by proxy. Voting rights of the members may be delegated to any other elected member of their Board.
Section 12 – Waiver of Notice
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors
not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporation records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 13 – Adjournment
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 14 – Notice of Adjournment
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who
were not present at the time of the adjournment.
Section 15 – Action Without Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
ARTICLE VII
COMMITTEES
Section 1 – Committees of DirectorsCOMMITTEES
The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more members, to serve at the pleasure of the Board.
Section 2 – Meetings of Committees
The notice provisions of Article VI shall govern the activities of committees, except that 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 have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of all committees and shall be filed with the corporation records.
ARTICLE VIII
OFFICERS
Section 1 – OfficersOFFICERS
The officers of the Corporation shall be a President, a President-Elect, a Secretary and a Treasurer. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the President of the Board.
Section 2 – Election of Officers
The officers of the Corporation, except those appointed in accordance with the provisions of Section 3 of this Article VIII, shall be elected annually by the Board of Directors at its Annual Meeting, and each shall serve at the pleasure of the Board for a term of one year and until his/her successor is elected and takes office.
Section 3 – Subordinate Officers
The Board of Directors may appoint any other officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the
Board of Directors.
Section 4 – Removal of Officers
Any officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the Board.
Section 5 – Resignation of Officers
Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective.
Section 6 – Vacancies in Offices
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that office.
Section 7 – Responsibilities of Officers
A. President. Subject to the control of the Board of Directors, the President shall generally supervise, direct and control the business and the affairs of the Corporation. He/she shall preside at all meetings of the members and at all meetings of the Board of Directors.
He/she shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
B. President-Elect. In the absence or disability of the President, the President-Elect,
if any, 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 President-Elect shall have other
powers and perform such other duties as from time to time may be prescribed for him/her respectively by the Board of Directors. The President-Elect shall automatically succeed to the Presidency.
C. Secretary. The Secretary shall attend to the following:
He/she shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
B. President-Elect. In the absence or disability of the President, the President-Elect,
if any, 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 President-Elect shall have other
powers and perform such other duties as from time to time may be prescribed for him/her respectively by the Board of Directors. The President-Elect shall automatically succeed to the Presidency.
C. Secretary. The Secretary shall attend to the following:
1. Book of Minutes. The Secretary shall keep or cause to be kept a Book of Minutes of all meetings and actions of directors and members
2. Membership Records. The Secretary shall keep, or cause to be kept, as determined by resolution of the Board of Directors, a record of the Corporation’s members, showing the names of all members and their addressed.
3. Notices and Other Duties. 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 Bylaws to be given. He/she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
D. Treasurer. The Treasurer shall attend to the following:2. Membership Records. The Secretary shall keep, or cause to be kept, as determined by resolution of the Board of Directors, a record of the Corporation’s members, showing the names of all members and their addressed.
3. Notices and Other Duties. 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 Bylaws to be given. He/she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
1. Books of Account. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation.
2. Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors; shall disburse 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/her transactions as Treasurer and of the financial condition of the Corporation; and shall have
other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
3. Bond. If required by the Board of Directors, the Treasurer shall secure the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his/her office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in his/her possession or under his/her control on his/her death, resignation, retirement or removal from office.
2. Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors; shall disburse 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/her transactions as Treasurer and of the financial condition of the Corporation; and shall have
other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
3. Bond. If required by the Board of Directors, the Treasurer shall secure the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his/her office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in his/her possession or under his/her control on his/her death, resignation, retirement or removal from office.
ARTICLE IX
RECORDS AND REPORTS
The Corporation shall keep:Section 1 – Maintenance of Corporate Records
A. Adequate and correct books and records of account
B. Minutes in written form of the proceedings of its members. Board and committees of the Board; and
C. A record of its members, giving their names and addresses. All such records shall be kept with the Secretary and Treasurer of the Corporation.
Section 2 – Members’ Inspection RightsB. Minutes in written form of the proceedings of its members. Board and committees of the Board; and
C. A record of its members, giving their names and addresses. All such records shall be kept with the Secretary and Treasurer of the Corporation.
A. 1. Any member of the Corporation may inspect and copy the records of members’ names and addresses and voting rights during usual business hours on five days’ prior written demand on the Corporation, stating the purpose for which the inspection rights are requested, or 2. Obtain from the Secretary of the Corporation, on written demand and on the tender of the Secretary’s usual charges for such a list, if any, of names and addresses of members who are entitled to vote for the election of directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the Secretary on or before the later of ten (10) days after the demand is received or the date specified in it as the date by which the list is to be compiled.
B. Any member of the Corporation may inspect the accounting books, records and minutes of the proceedings of the members and Board and committees of the Board, at any reasonable time, for a purpose reasonably related to such person’s interest as a member.
C. Any inspection and copying under this Section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.
Section 3 – Maintenance and Inspection of Articles and BylawsB. Any member of the Corporation may inspect the accounting books, records and minutes of the proceedings of the members and Board and committees of the Board, at any reasonable time, for a purpose reasonably related to such person’s interest as a member.
C. Any inspection and copying under this Section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.
The Corporation shall keep the original or a copy of the Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours of the current President of the Board.
ARTICLE X
MISCELLANEOUS
Section 1 – Calendar/FiscalMISCELLANEOUS
This Corporation shall operate on a calendar year basis.
Section 2 – Rules of Order
This Corporation shall be governed in all its deliberations by Robert’s Rules of Order, newly revised or as from time to time amended.
Section 3 – Employees of the Corporation
The Corporation shall have such employees as the Board of Directors may determine appropriate and necessary. The Board shall, by resolution, determine the compensation, employee benefits, title and responsibilities of any such employees.
Section 4 – Income and Property
The income and property of this Corporation from whatever source derived shall be applied solely toward the promotion of the purpose of this Corporation, provided that nothing herein shall prevent the payment in good faith of any obligation to an officer or employee of this
Corporation, or any other persons in return for any services actually rendered by the authority of this Corporation or by the Board of Directors to promote the purposes of the Corporation.
Section 5 – Severability Clause
In the event that any provision, section or part of a section of the Bylaws should be declared invalid or inoperative by a court of competent jurisdiction, such declaration shall not affect the validity of the remaining provisions, sections or parts of sections, and the remaining
provisions, sections or parts of sections shall be given effect as if such invalid or inoperative provision, section or part of a section had not been declared invalid or inoperative.
Section 6 – Repeal of Prior Bylaws and Constitution
The provisions of any previous Bylaws of this Corporation are hereby repealed.
Section 7 – Construction and Definitions
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the singular number includes the plural,
and the plural number includes the singular, and the term “person” includes both the Corporation and a natural person.
ARTICLE XI
AMENDMENTS
Section 1 – Amendment by MembersAMENDMENTS
New Bylaws or amendments or repeal of these Bylaws may be proposed by the Board of Directors or by one-third (1/3) of the aggregate number of members of this Corporation, and such proposal may be acted upon and carried into effect by a vote of two-thirds (2/3) of the aggregate number of members of this Corporation present and voting at any annual or special meeting, provided, however, that notice of the proposed amendments, alterations or repeal and the meeting at which said proposal is to be considered is given to all members in accordance with the notice requirements contained in Article V of these Bylaws.
