- Membership Meetings
- Board of Directors
- Effective date and amendments
1.1 Principal Office. The principal office for the transaction of the business of the corporation is fixed and located in the County of Los Angeles, state of California. The Board of Directors is hereby granted full power and authority to change the said principal office from one location to another within the state of California.
1.2 Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.
2.1 Purposes. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized exclusively for charitable, educational and scientific purposes, including the making of distributions to organizations which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. The charitable purposes shall include:
a. To provide scholarships and educational programs for Chicanos/Latinos interested in pursuing careers in the news media and to motivate and encourage Chicanos/Latinos to pursue careers in the media.
b. To further the education of the total community so as to project an accurate image of the Chicano/Latino by proper use of the media.
c. To raise and receive money and other property by gift, devise, subscription, dues and other means and to expend and contribute the funds so raised in furtherance of the aforementioned charitable purposes.
d. To do each and every thing necessary and expedient to appropriate, and not inconsistent with the continued retention of the corporation’s tax exemptions, for the promotion of accomplishment of any of the purposes herein set forth, either alone or in conjunction with others.
2.2 Limitations. The purposes for which this corporation is organized are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954. Notwithstanding any other provision of the articles or these Bylaws, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
3.1 Voting Members and Qualification. Initially, there shall be one class of voting members of the corporation, which shall be divided into such classifications having such rights to use the facilities and property of the corporation and such other rights as shall be established from time to time by resolution of the Board. Members shall be Chicano/Latino and other men and women dedicated to the purposes of this corporation, who obtain primary economic support by gathering, writing and presenting news, and who, upon recommendation of the membership committee, are elected by vote of the Board of Directors. Upon election to membership and the payment of such membership fee as is set from time to time by the Board or its delegate, such person or entity shall be admitted to membership for such term as shall have been specified by the Board for such classification of membership.
The term “Chicano/Latino,” as used in these Bylaws and Articles of Incorporation shall mean those persons of Latin descent, i.e., Mexican, Cuban, Puerto Rican, Central American, South American, and Spanish, who have a common heritage and cultural background, including the common use of the Spanish language.
3.2 Other Classes of Membership. The Board of Directors may, from time to time, establish another class or classes of members, with or without voting rights. The privileges, rights and duties of such other class or classes of members shall be as provided by the Board of Directors, subject to the terms of the Bylaws, as amended from time to time. The Board of Directors may thereby confer some or all of the rights of the members upon any person or persons. If such person or persons do not have the right to vote for either (a) the election of a Director or Directors, on a disposition of all or substantially all of the assets of this corporation, on a merger, on a dissolution or (b) the selection of delegates who possess any such voting rights or (c) changes to the corporation’s Articles of Incorporation or Bylaws, such person shall not be a member within the meaning of Section 5056 of the Nonprofit Corporation Law of the State of California.
3.3 Admission and Expulsion. Admission or expulsion from membership shall be by the vote of a majority of the number of Directors then in office.
3.4 Fees, Dues and Assessments. The Board of Directors may determine from time to time an initial membership fee, and set such other fees, dues and assessments for membership in the corporation as the Board, in its discretion, from time to time determines.
3.5 Termination of Membership. The membership of any member shall terminate upon the occurrence of any one or more of the following:
a. Resignation. Any member may resign from the corporation in writing filed with the Secretary of the corporation. Such resignation shall become effective upon receipt thereof. Resignation shall not release the resigning member from the payment of any membership fees, dues or assessments. No pro rata refund of any initial membership fee, dues or assessments shall be made, for the balance of the calendar year in which the resignation is effective, or otherwise.
b. Expiration and Disqualification. A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed. In the case of membership classifications for which qualification requirements are established, membership of a member shall terminate upon the determination of the Board of Directors, or a committee with no fewer than two Directors designated by the Board to make the determination, that the member no longer meets the qualification requirements for membership in the corporation.
c. Dues and Assessments. Membership shall terminate upon the failure of the member to pay dues or assessments within the time periods established by the Board of Directors.
d. Expulsion or Suspension. Membership shall terminate upon the determination of the Board of Directors after hearing duly held in accordance with this Section 3.5(d), or a committee with no fewer than two (2) Directors designated by the Board to make such determination, that the member has failed in a material respect to observe the rules of conduct promulgated from time to time by the Board of Directors and applicable to members, or otherwise has failed in some material respect to merit continued membership privileges in the corporation. In the event of an expulsion or suspension of a member, the following procedures shall be implemented:
i. A notice shall be sent by mail by prepaid, first-class, certified or registered mail to the most recent address of the member as shown on the corporation’s records, setting forth the expulsion of suspension and the reason therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion suspension.
ii. The member being expelled or suspended shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than five (5) days before the expulsion. The hearing shall be held by the Board of Directors or the committee, designated by the Board for such a purpose. The notice to the member of his or her proposed expulsion or suspension shall state that such member is entitled, upon request, to such hearing, shall state that a date, time and place of hearing will be established upon receipt of request therefor, and shall state, that in the absence of such request, the effective date of the proposed suspension or expulsion.
iii. Following the hearing, the Board, or committee, as the case may be, shall decide whether the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board, or committee, as the case may be, shall be final.
iv. Any action challenging an expulsion or suspension of membership, including any claim alleging defective notice, must be commenced within one year after the date of the expulsion or suspension.
3.6 Good Standing. The Board of Directors shall have the right to sanction a member for grounds as set forth in subsections 3.5b, 3.5c, or 3.5d by determining said member to be not in good standing for a specified period of time. Upon such determination, said member shall not be entitled to such rights and privileges of membership for said period as is established by the Board.
3.7 Reinstatement. Suspended or expelled members may be reinstated at the discretion of the Board of Directors.
3.8 Property Rights. No member shall have any right or interest in any of the property or assets of this corporation.
3.9 Nonliability. No member shall be personally liable for the debts, liabilities, or obligations of this corporation.
3.10 Non-transferability. No member may transfer for value or otherwise a membership or any right arising therefrom, and all rights of membership shall cease upon the member’s death or dissolution of this corporation.
4.1 Place of Meeting. All meetings of members shall be held either at the principal office of the corporation or at any other place within or without the State of California, which may be designated by the Board of Directors pursuant to the authority hereinafter granted to the said Board, or by the written consent of all members entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation.
4.2 Annual Meetings and Election of Directors. The annual meetings of members of the corporation shall be held on the second Saturday in November of each year at 10:00 a.m., or, if said day falls upon a legal holiday, then at the same time and place on the next day thereafter which is not a legal holiday, or at any other time and place determined by the resolution of the Board of Directors. Unless elected by written ballot pursuant to Section 4.9, Directors shall be elected and other proper business may be transacted at the annual meeting of members.
4.3 Special Meetings. Special meetings of members, for any lawful purpose, may be called at any time by the President or by the Board of Directors. Special meetings of the members for any lawful purpose may be called by one or more members holding five percent (5%) or more of the voting power of the corporation. Upon request in writing by any person or persons other than the Board entitled to call a special meeting of members, stating the business to be transacted at the special meeting, mailed to the principal office of the corporation, or delivered to the chairman of the Board, the President, the Vice President or Secretary, it shall be the duty of the President to cause notice to be given, within twenty (20) days from receipt of such a request, to be held not less than thirty-five (35) days nor more than ninety (90) days after the receipt of such a request.
4.4 Notice of Meetings. A notice of each annual meeting, written ballot for election of Directors or otherwise, if any, and special meeting shall be given by the President or, in case of his or her failure or refusal, by any other officer or any Director; shall specify the place, time, day and hour of the meeting or the date on which the ballot shall be returned, if applicable; in the case of an annual meeting at which Directors shall be elected, shall specify the names of all those who are candidates for election of Directors at the time the notice is given, and in the case of special meetings, the nature of the business to be transacted thereat. Such notice shall be given in writing to every member of the corporation who, on the record date for notice of the meeting, is entitled to vote thereat. Such notice shall be given either personally or by sending a copy thereof by first-class mail or by telegraph, postage or charges prepaid, to the member’s address appearing on the books of the corporation, at least ten (10) days but no more than ninety (90) days prior to the date fixed for such meeting.
4.5 Adjourned Meetings. Any members’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting. No meeting may be adjourned for more than forty-five (45) days. It shall not be necessary to give any such notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by an announcement at the meeting at which such adjournment is taken. If after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.
4.6 Quorum. The presence in person or by proxy of forty percent (40%) of the members entitled to vote at any meeting shall constitute a quorum for the transaction of business. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by a majority of the members required to constitute a quorum.
4.7 Consent of Absentees. The transactions of any meeting of members, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the members entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
4.8 Voting. Each voting member in good standing is entitled to one vote on each matter submitted to a vote of the members. Voting shall be by voice vote, unless the chairman of the meeting at which such vote takes place directs such voting to be by ballot. No single vote shall be split into fractional votes. Cumulative voting for the election of Directors or otherwise shall not be authorized.
4.9 Action Without Meeting by Written Ballot. 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 every member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the corporation. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds a quorum of the members, 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. Ballots shall be distributed to members in accordance with Section 4.4 hereof, and, in any election of Directors by written ballot, the ballot shall name the candidates for Directors, and shall provide a space entitled “withhold” in which a member may indicate that the authority to vote for the election of Directors is withheld. All ballots distributed in accordance with this Section 4.9 shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. All written ballots distributed in accordance with this Section 4.9 shall specify the time by which the ballot must be received in order to be counted.
4.10 Record Date. The Board of Directors may fix, in advance, a record date for the purpose of determining the members entitled to notice of and to vote at any meeting of members, give consent to corporate action in writing without a meeting, receive any report, receive any allotment of rights, or exercise rights in respect to any change in membership rights or liabilities. Only members of record on the record date are entitled to notice of and to vote at any such meeting, give consent without a meeting, receive any reports, receive allotment of rights, or exercise the rights, as the case may be, notwithstanding any transfer of memberships on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or these Bylaws. The Board of Directors shall fix, in advance, record dates as follows:
a. Notice. The record date for determination of the members entitled to notice of any meeting of members shall not be more than ninety (90) nor less than ten (10) days before the date of the meeting. If no record date is fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of a meeting of members shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.
b. Vote. The record date for the purpose of determining the members entitled to vote at a meeting of members shall not be more than sixty (60) days before the date of the meeting. Such record date shall also apply in the case of an adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. If no record date is fixed, members on the day of the meeting who are otherwise eligible to vote are entitled to vote at the meeting of members or, in the case of an adjourned meeting, members on the day of the adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned meeting of members.
c. Written Ballots. The record date for the purpose of determining members entitled to cast written ballots shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited. If no record date is fixed, members on the day of the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast written ballots.
d. Other Lawful Action. The record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action shall not be more than sixty (60) days prior to such other action. If no record date is fixed, members at the close of business on the day on which the Board adopts the resolution related thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
4.11 Proxies. Every member entitled to vote shall have the right to do so in person or by one or more agents authorized by a written proxy executed by such person or his or her duly authorized agent and filed with the Secretary of the corporation. Any proxy executed is not revoked and continues in full force and effect until (i) a writing stating that the proxy is revoked or a duly executed proxy bearing a later date is filed with the Secretary of the corporation prior to the vote pursuant thereto, (ii) the person executing the proxy attends the meeting and votes in person, (iii) written notice of the death or incapacity of the maker of such proxy is received by the corporation before the vote pursuant thereto is counted; provided, that no proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specified therein the length of time for which such proxy is to continue in force, except that a maximum term for any proxy shall be three years from the date of execution. The proxy of a member may not be irrevocable. Anything to the contrary notwithstanding, a proxy covering matters requiring a vote of the members as to the following matters is not valid as to such matters unless it sets forth the general nature of the matter to be voted on: (i) removal of a Director or Directors without cause, (ii) filling of vacancies on the Board of Directors not otherwise filled by the Board, (iii) approval of a transaction in which a Director or Directors have a material financial interest, (iv) amendment of the Articles or Bylaws repealing, restricting, creating or expanding proxy rights, (v) amendment of the Articles of Incorporation, (vi) sale, lease, conveyance, exchange, or other disposal of all or substantially all of the corporation’s assets when such transaction is not in the usual and regular course of business, (vii) approval of merger terms, (viii) amendment of agreement of merger, and (ix) election to dissolve.
4.12 Inspectors of Election. In advance of any meeting of members, the Board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any meeting of members may, and on the request of any member or a member’s proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall either be one (1) or three (3). If appointed at a meeting on the request of one (1) or more members or proxies, the majority of the memberships represented in person or by proxy shall determine whether (1) or three (3) inspectors are to be appointed.
The inspectors of the election shall determine the number of memberships outstanding and the voting power of each, the memberships represented at the meeting or the number of written ballots returned, as the case may be, the existence of a quorum and the authenticity, validity and effectiveness of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election of vote with fairness to all members. In the determination of the validity and effect of proxies, the dates contained on the forms of proxy shall presumptively determine the order of execution regardless of the postmark dates on the envelopes in which they are mailed.
The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act, or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.
4.13 Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation, or in his or her absence, by the Professional Vice-President of the Corporation, or in his or her absence, by the Education Vice-President, and in the absence of all of them, by the chairman chosen by a majority of the members present. The Secretary of the corporation shall act as the secretary of all meetings of members, provided that in his or her absence the presiding officer shall appoint another member to act as Acting Secretary of the meeting.
Board of Directors
5.1 Powers. Subject to the limitations of the Articles of Incorporation, of the Bylaws, and of the Nonprofit Public Benefit Corporation Law of the State of California as to action to be authorized or approved by members, and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Directors. Without limiting the foregoing, the Board of Directors shall have the power to levy dues and assessments, to select and remove all officers, agents, employees and contractors, and to fix reasonable compensation therefor, to authorize and empower officers or agents to enter into contracts and other commitments on behalf of the corporation, and to appoint and delegate responsibilities and authority to committees, officers and agents.
5.2 Number of Directors. The number of Directors of the corporation shall be not less than fifteen (15) and not more than twenty-one (21) until changed by amendment of the Articles of Incorporation or by a Bylaw amending this section duly adopted by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present or by written ballot in accordance with Section 4.9. The exact number of Directors shall be fixed from time to time, within the limits specified in the Articles of Incorporation or in this section, by a resolution of the Board of Directors. Subject to the foregoing provisions for changing the number of Directors, the exact number of Directors of this corporation is hereby fixed at twenty (20).
5.3 Election and Term of Office. One-half (1/2) of the authorized number of Directors shall be elected annually at each annual or special meeting of members, or by written ballot in accordance with Section 4.9. Upon initial appointment of Directors pursuant to these Bylaws, one-half (1/2) of such directors shall be appointed for a term of one (1) year and one-half for a term of two (2) years. Thereafter, all Directors shall hold office for a period of two (2) years and until their respective successors are elected.
5.4 Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors then in office, whether or not less than a quorum, and each Director so elected shall hold office until his or her successor is elected at an annual meeting of the members or at a special meeting called for that purpose, or by written ballot in accordance with Section 4.9.
A vacancy or vacancies shall be deemed to exist in the case of the death, resignation or removal of any Director, or if the authorized number of Directors, as fixed by the Board in accordance with Section 5.2, be increased without election of the additional Directors so provided for, or in case the members fail at any time to elect the full number of authorized Directors; provided, that except upon notice to the Attorney General, no Director may resign where the corporation would be left without a duly elected Director in charge of its affairs. The members may at any time elect Directors to fill any vacancy not filled by the Directors. If any Director tenders his or her resignation to the Board of Directors, then the Board shall have the power to elect a successor to take office at such time as the resignation shall become effective. No reduction in the number of Directors shall have the effect of removing any Director prior to the expiration of his or her term of office.
5.5 Place of Meeting. All meetings of the Board of Directors may be held at any place within or without the state, which has been designated from time to time by resolution of the Board or by the written consent of all of the Directors. In the absence of such designation, meetings shall be held at the principal office of the corporation.
5.6 Organization Meetings. Immediately following the annual meeting of members, the count of written ballots for the election of Directors or any special meeting of the members at which Directors shall have been elected, if any, and not less than annually, the Directors shall hold a regular meeting for the purpose of organizing the Board, the election of officers and the transaction of such business as may come before the meeting. Pending such organization meeting, all officers of the corporation shall hold over, except any officer required by law of these Bylaws to be a Director and who does not qualify as a Director. A Director elected at such meeting of members, if any, shall forthwith become a member of the Board of Directors for purposes of such organization. In the event such an organization meeting shall not be held immediately following such meeting of members, it shall thereafter be held at the next regular meeting, or after a special meeting.
5.7 Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without notice on the second Saturday of January, April, July and November of each year at 10:00 a.m.; provided, however, should that day fall upon a legal holiday, then the said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday. Notice of all such regular meetings of the Board of Directors is hereby dispensed with.
5.8 Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by any two Directors.
5.9 Notice of Meetings. Notice of the time and place of each meeting of the Board of Directors not fixed by an express provision of the Bylaws shall be given to each Director not less than forty-eight (48) hours before the date of the meeting if given personally or by telephone or telegraph and not less than four (4) days before the date of the meeting if given by first-class mail.
5.10 Consent to Meetings. The transactions of the board of Directors at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum be present and if either before or after the meeting each Director not present signs a written waiver of notice, or a consent to the holding of such meeting or approval of the minutes thereof, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
5.11 Action Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of the Nonprofit Public Benefit Corporation Law of the State of California may be taken without a meeting of all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Any certificate or other document filed under any provision of the Nonprofit Public Benefit Corporation Law of the State of California 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 Articles of Incorporation and Bylaws authorize the Directors to so act. For the purposes of this section only, “all members of the Board” shall not include any “Interested Director” as defined in Section 5.20.
5.12 Telephonic Meetings. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting through use of telephone or similar communications equipment shall constitute presence in person at such meeting.
5.13 Quorum. A majority of the Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.
5.14 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors’ meeting to meet again at another time or place. In the event a meeting of the Board of Directors is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
5.15 Fees and Compensation. Directors shall not be compensated for serving on the Board of Directors. Directors shall be entitled to reimbursement of expenses incurred on behalf of the corporation. Members of committees may receive such compensation, if any, for their services and such reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors; provided, that such compensation shall be reasonable and shall be comparable to compensation paid by unaffiliated entities for a like position. Nothing herein shall be considered to preclude any trustee from serving the corporation in any other capacity, including as an officer, agent, employee or otherwise, and receiving compensation therefor.
5.16 Non-liability of Directors and Certain Officers.
a. Volunteer Directors. Pursuant to Section 5239 of the Nonprofit Public Benefit Corporation Law of the State of California, there shall be no personal liability to a third party on the part of a volunteer Director or volunteer President, Vice-President, Secretary or Treasurer of this corporation caused by the Director’s or officer’s negligent act of omission in the performance of that person’s duties as a Director or officer, if all the following conditions are met:
i. The act or omission was within the scope of the Director’s or officer’s duties;
ii. The act or omission was performed in good faith;
iii. The act or omission was not reckless, wanton, intentional, or grossly negligent;
iv. The corporation has complied with the requirements of subsection (b) below.
This limitation on the personal liability of a volunteer Director or officer does not limit the liability of the corporation for any damages caused by acts or missions of a volunteer Director or volunteer officer, nor does it eliminate the liability of a director or officer provided in Section 5233 of 5237 of the Nonprofit Public Benefit Corporation Law of the State of California in any action or proceeding brought by the Attorney General.
b. Requirement to Obtain Liability Insurance. In order to obtain the full benefit of the limitation of liability set forth in subsection (a) above, the corporation and the Directors shall make all reasonable efforts in good faith to obtain liability insurance in the form of a general liability policy for the corporation or a director’s and officer’s liability policy.
c. Paid Directors and Officers. Any Director or officer who receives compensation by the corporation for acting in his or her capacity as a Director or an officer, as the case may be, shall have no liability based upon any alleged failure to discharge such person’s obligations as a Director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the corporation, or assets held by it, are dedicated, (i) so long as such compensated Director or officer complies with provisions of Section 4.20 of these Bylaws, and (ii) except as provided in Section 5233 of the Nonprofit Public Benefit Corporation Law of the State of California.
5.17 Indemnity for Litigation. The corporation hereby agrees to exercise the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Director, officer, employee or other agent (as defined in Section 5238 of the Nonprofit Public Benefit Corporation Law of the State of California) of the corporation, to the full extent allowed under the provisions of said Section 5238 relating to the power of a corporation to indemnify any such person. The amount of such indemnity shall be so much as the Board of Directors determines and finds to be reasonable, or, if required by said Section 5238, the amount of such indemnity shall be so much as the court determines and finds to be reasonable.
5.18 Interested Persons. Pursuant to Section 5227 of the Nonprofit Public Benefit Corporation Law of the State of California, no more than forty-nine percent (49%) of the Board may be “interested persons.” For the purposes of this section, “interested persons” means either (i) any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or (ii) 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. The provisions of this Section 4.19 shall not affect the validity or enforceability of any transaction entered into by the corporation.
5.19 Standard of Conduct. Pursuant to Section 5231 of the California Nonprofit Public Benefit Corporation Law, a Director shall perform the duties of a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by:
a. One or more officers or employees of the corporation whom the Director believes to be reliable and competent in the matters presented;
b. Counsel, independent accountants or other persons as to matters which the Director believes to be within such person’s professional or expert competence; or
c. A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence. Provided, that in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
5.20 Self-Dealing Transactions. Pursuant to Section 5233 and except as provided in Section 5233 of the Nonprofit Public Benefit Corporation Law of the State of California, the corporation shall not be a party to a transaction in which one or more of its Directors has a material financial interest (“Interested Director”) unless:
a. Approval by Attorney General. The Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or
b. Approval by Board. Prior to entering into the transaction, after full disclosure to the Board of all material facts as to the proposed transaction and the Interested Director’s interest and investigation and report to the Board as to alternative arrangements for the proposed transaction, if any, the Board in good faith and by a vote of a majority of the Directors then in office (without including the vote of the Interested Director):
i. Resolves and finds that (1) the transaction is in the corporation’s best interests and for the corporation’s own benefit, (2) the transaction is fair and reasonable as to the corporation, and (3) after reasonable investigation under the circumstances as to alternatives, the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; and;
ii. Approves the entire transaction; or
c. Interim Approval by Authorized Committee or Person. If it is not reasonably practicable to obtain approval of the Board prior to entering into such transaction, and, prior to entering into said transaction, a committee or person authorized by the Board approves the transaction in a manner consistent with the procedure set forth in subsection (b) of this section; and the Board, after determining in good faith that the corporation entered into the transaction for its own benefit and that the transaction was fair and reasonable as to the corporation at the time it was entered into, ratifies the transaction at its next meeting by a vote of the majority of the Directors then in office, without counting the vote of the Interested Director.
In light of the foregoing limitations, all Directors shall fill out an annual questionnaire dealing with this subject matter.
6.1 Officers. The officers of this corporation shall be a President, Professional Vice-President, Education Vice-President, Secretary, Treasurer, and such other officers as the Board of Directors may appoint.
6.2 Election. The officers of the corporation except such officers as may be appointed in accordance with the provisions of Section 6.3 or Section 6.5, shall be chosen for two-year terms by the members, and each shall hold his or her office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified.
6.3 Subordinate Officers. The Board of Directors may appoint and may empower the President to appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.
6.4 Removal and Resignation. Any officer may be removed, either with or without cause, by the Board of Directors at any regular or special meeting thereof, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make effective.
6.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.
6.6 President. Subject to the control of the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the corporation. He or she shall preside at all meetings of the members and Directors, shall serve as an ex officio member of all committees, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
6.7 Vice-Presidents. In the absence or disability of the President, the Professional Vice-President shall perform all of the duties of the President and in so acting shall have all of the powers of the President. In the absence or disability of the Professional Vice-President, the Educational Vice-President shall perform all of the duties of the Professional Vice-President and in so acting shall have all of the powers of the Professional Vice-President. The Professional Vice-President and the Educational Vice-President shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
6.8 Secretary. The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal of the corporation and affix it to such papers and instruments and may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation shall deliver the annual statement required by Section 8.6 to the members, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
6.9 Treasurer. The Treasurer shall receive and safely keep all funds of the corporation and deposit them with such depositories as may be designated by the Board of Directors. He or she 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, and account of all his or her transactions as Treasurer, and of the financial condition of the corporation, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
7.1 Appointment of Committees. The Board of Directors may appoint an Executive Committee and such other committees as the Board from time to time deems necessary or appropriate to conduct the business and further the objectives of this corporation. The appointment by the Board of an Executive Committee and any other committee having the authority of the Board shall be by resolution adopted by a majority of Directors then in office. The Executive Committee and any other committee having authority of the Board shall consist of two (2) or more Directors.
7.2 Powers and Authority of Committees. The board of Directors may delegate to the Executive Committee or any other committee having the authority of the Board, any of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, except the following:
a. The approval of any action for which the Nonprofit Public Benefit Corporation Law of the State of California also requires the approval of members of a corporation in which event the approval of the Board of Directors shall be required, if there are no members, and the approval of the members shall be required if there are then members.
b. The filling of vacancies on the Board or in 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 of 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 self-dealing transaction except as permitted in Section 5.20 of these Bylaws.
8.1 Fiscal Year. The fiscal year of the corporation shall end on the last day of December of each year.
8.2 Inspection of Corporate Records. The books of account and minutes of the proceedings of members and Directors, and of any Executive Committee or other committees of the Directors, shall be open to inspection at any reasonable time upon the written demand of any member. Such inspection may be made in person or by an agent or attorney, and shall include right to make photocopies and extracts.
8.3 Representation of Shares of Other Corporations. The President or any Vice-President and the Secretary or any Assistant Secretary of the Corporation are authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted to said officers may be exercised by such officers in person or by other persons authorized to do so by proxy duly executed by such officers.
8.4 Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation and any and all securities owned by or held by the corporation requiring signatures for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors.
8.5 Execution of Contracts. The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer, or officers, agent, or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the corporation and such authority may be general or confirmed to specific instances and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount. Provided, that pursuant to Section 5214 of the Nonprofit Public Benefit Corporation Law of the State of California, any such contract or instrument between the corporation and any third person, when signed by the President or any Vice-President and the Secretary-Treasurer or any Assistant Secretary-Treasurer of the corporation, shall be valid and binding upon the corporation in the absence of actual knowledge on the part of said third person that the signing officers had no authority to execute the same.
8.6 Annual Report – When Required. As long as the corporation has more than one hundred (100) members or $10,000 in assets at any time during the year, the Board shall cause an annual report to be sent to the members not later than one hundred twenty (120) days after the close of the corporation’s fiscal year. Such reports shall contain in appropriate detail the following:
a. The assets and liabilities, including 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 revenues 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 8.7 of these Bylaws.
8.7 Annual Statement of Certain Transactions and Indemnifications. Pursuant to Section 6322 of the Nonprofit Public Benefit Corporation Law of the State of California, the Board of Directors shall cause an annual statement of certain transactions and Indemnifications to be sent to its members, if any, and to the Directors not later than one hundred twenty (120) days after the close of the fiscal year. If the corporation issues an annual report to all members, this requirement shall be satisfied by including the required information, as set forth below, in said annual report. Such annual statement shall describe:
a. The amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year of the corporation to any officer or Director of the corporation; provided, that no such report need be made in the case of indemnification approved by the members; and
b. Any “covered transaction” (defined below) during the previous fiscal year of the corporation involving (1) more than fifty thousand dollars ($50,000) or, (2) which was one of a number of “covered transactions” in which the same “interested person” (define below) had a direct or indirect material financial interest, and which transaction in the aggregate involved more than fifty thousand dollars ($50,000). The statement shall describe the names of any “interested persons” involved in such covered transaction, including such “interested person’s” relationship to the transaction, and where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which the “interested person” is only a partner, only the interest of the partnership need be stated. For the purposes of this section, a “covered transaction” is a transaction in which the corporation, or its parent or subsidiary, was a party, and in which either of the following had direct or indirect material financial interest:
i. Any Director or officer of the corporation, or its parent or subsidiary; or
ii. Any holder of more than ten percent (10%) of the voting power of the corporation, or of its parent or subsidiary.
For purposes of this section, any person described in either subparagraph (i) or (ii) above is an “interested person.”
8.8 Corporate Loans, Guarantees and Advances. The corporation shall not make any loan of money or property to or guarantee the obligation of any Director or officer, or any member upon the security of memberships in the corporation, except as is expressly allowed under the Nonprofit Public Benefit Corporation Law of the State of California Section 5236.
Effective Date and Amendments
9.1 Effective Date. These Bylaws shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective immediately upon their adoption unless the Board of Directors or members of the corporation in adopting them provide that they are to become effective at a later date.
9.2 Amendments. These Bylaws may be amended or repealed and new Bylaws adopted by the vote of two-thirds (2/3) of the members of the Board of Directors then in office upon proper notice, unless the action would materially and adversely affect the rights of the members as to voting or transfer; except that Bylaws affecting the following may be adopted, amended or repealed only by the affirmative vote of two-thirds (2/3) of the votes represented and voting at a duly held meeting at which a quorum is present, or by written ballot pursuant to Section 4.9:
a. A Bylaw specifying or changing a fixed number of Directors;
b. A Bylaw changing from a fixed to a variable Board or vice versa;
c. A Bylaw increasing the term of office of Directors;
d. A Bylaw increasing the quorum of members; and
e. A Bylaw repealing, restricting, creating or expanding proxy rights.