BYLAWS OF JETAASC
A California Nonprofit Public Benefit Corporation
Section 1.0: Corporate Name
The name of this corporation is Japan Exchange and Teaching Program Alumni Association of Southern California (“JETAASC”).
Section 2.0: Principal Office
The principal office for the transaction of the activities and affairs of this corporation is located at 350 S. Grand, Suite 1700, Los Angeles, CA 90071 in Los Angeles County, California. The Board of Directors may change the location of the principal office. Any such change of location must be noted by the Chief Administrative Officer on these bylaws opposite this Section; alternatively, this Section may be amended to state the new location.
The Board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.
Section 3.0: Purpose
JETAASC is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.
The specific purpose of this corporation is to serve as a resource to the Southern California public about educational, cultural, and international exchange activities in Japan, and to provide a reentry support network for participants in the Japan Exchange and Teaching (“JET”) Program in need of readjustment to American society, to assist in the recruitment and orientation of JET Program participants departing for the JET Program, and to carry on other charitable and educational activities associated with this goal as allowed by law.
The corporation is organized and operated exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section on any future federal tax code.
No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
In the context of these general purposes, the corporation shall carry out such activities including but not limited to: interviewing JET Program candidates, training departing JET Program participants, and providing a network for the career development and cultural reintegration of returning JET Program alumni.
Section 4.0: Construction; 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 preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
Section 5.0: Irrevocable Dedication of Assets
This corporation’s assets are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any Director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code §501(c)(3).
Section 6.0: Membership
This corporation shall have two (2) classes of members, designated as voting and non-voting.
Section 6.1: Voting Members
All former members of the JET Program and the Monbusho English Fellows program who reside in the JET Alumni Association USA Chapter 14 jurisdiction shall be eligible as a voting member on approval of the membership application by the Board and on timely payment of such dues and fees as the Board may fix from time to time. Voting members shall have the right to vote, as set forth in these bylaws, on the election of Officer Directors, on the disposition of all or substantially all of the corporation’s assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law. Only voting members are eligible to become Officer Directors.
Section 6.2: Non-voting Members
Any person dedicated to the purposes of the corporation shall be eligible for non-voting membership on approval of the membership application by the Board and on timely payment of such dues and fees as the Board may fix from time to time. This corporation may refer to persons of non-voting classes or other persons or entities associated with it as “members,” even though those persons or entities are not voting members as set forth in Section 6.1 of these bylaws, but no such reference shall constitute anyone as a member within the meaning of Corporations Code §5056 unless that person or entity shall have qualified for a voting membership under Section 6.1 of these bylaws.
Section 6.3: Dues, Fees, and Assessments
Each member must pay, within the time and on the conditions set by the Board, the dues, fees, and assessments in amounts to be fixed from time to time by the Board. The dues, fees, and assessments shall be equal for all members of each class, but the Board may, in its discretion, set different dues, fees, and assessments for each class.
Section 6.4: Good Standing
Members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.
Section 6.5: Termination of Membership
A membership shall terminate on occurrence of any of the following events:
(1) Resignation of the member;
(2) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;
(3) The member’s failure to pay dues, fees, or assessments as set by the Board within six months after they are due and payable;
(4) Any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
(5) Termination of membership based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests.
Section 6.6: Memberships as Not Transferable
No membership or right arising from membership shall be transferred. All membership rights cease on the member’s death.
Section 7.0: Annual Meeting of Members
A general meeting of members shall be held at least annually at such time and place, and on such notice, if any, as the Board may determine. Officer Directors shall be elected at this meeting.
Section 7.1: Location of Annual Meeting
Meetings of the members shall be held at any place within or outside California designated by the Board or by the written consent of all members entitled to vote at the meeting. The Board may authorize members who are not present in person to participate by electronic transmission or electronic video communication. Such members shall be considered present at the meeting for quorum purposes.
Section 7.2: Authority for Electronic Meetings
If authorized by the Board in its sole discretion, and subject to the requirements of consent in Corporations Code §20(b) and guidelines and procedures the Board may adopt, members not physically present in person at a meeting of members may, by electronic transmission by and to the corporation or by electronic video screen communication, participate in a meeting of members, be deemed present in person and vote at a meeting of members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the corporation or by electronic video screen communication, subject to the requirements of these bylaws.
Section 7.2.1: Requirements for Electronic Meetings
A meeting of the members may be conducted, in whole or in part, by electronic transmission by and to the corporation or by electronic video screen communication (1) if the corporation implements reasonable measures to provide members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and (2) if any member votes or takes other action at the meeting by means of electronic transmission to the corporation or electronic video screen communication, a record of that vote or action is maintained by the corporation. Any request by a corporation to a member pursuant to Corporations Code §20(b) for consent to conduct a meeting of members by electronic transmission by and to the corporation shall include a notice that absent consent of the member pursuant to Corporations Code §20(b), the meeting shall be held at a physical location.
Section 7.3: Special Meetings
Any Board member may call a special meeting of the members for any lawful purpose at any time. No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.
Section 7.4: Written Notice Required
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given by the Chief Administrative Officer to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting, and the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate in the meeting. For the annual meeting, the notice shall state the matters that the Board, at the time notice is given, intends to present for action by the members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which Officer Directors are to be elected shall include the names of all persons who are nominees when notice is given.
Section 7.5: Notice of Certain Agenda Items
Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
(1) Removing a Director without cause;
(2) Amending the articles of incorporation; or
(3) Electing to wind up and dissolve the corporation.
(4) Approving a contract or transaction between the corporation and one or more Directors, or between the corporation and any entity in which a Director has a material financial interest; or
(5) Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the articles or bylaws, when the corporation is in the process of winding up.
Section 7.6: Notice Requirements
Notice of any meeting of members shall be in writing and shall be given at least 7 but no more than 120 days before the meeting date. The notice shall be given by electronic transmission by the corporation, or by other means of written communication, and shall be addressed to each member entitled to vote, at the address of that member as it appears on the books of the corporation or at the address given by the member to the corporation for purposes of notice.
Section 7.7: Quorum and Voting
Five percent (5%) of the voting members shall constitute a quorum for the transaction of business at any members’ meeting, provided that quorum must never be less than ten (10) voting members. All motions by the membership must be approved by a two-thirds vote of the quorum. This two-thirds vote does not apply to the election of Officer Directors, which requires a majority vote of all ballots. (see Section 126.96.36.199).
Section 7.8: Eligibility to Vote
Subject to the California Nonprofit Public Benefit/Mutual Benefit Corporation Law, voting members in good standing on the record date as determined under these bylaws shall be entitled to vote at any meeting of members.
Section 7.9: Manner of Voting
Voting may be by voice or by ballot, or by means of electronic transmission to the corporation or electronic video screen communication.
Section 7.10: Record Date
For purposes of establishing the members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the Board of Directors may, in advance, fix a record date. The record date so fixed for
(1) Sending notice of a meeting shall be no more than 90 nor less than 10 days before the date of the meeting;
(2) Voting at a meeting shall be no more than 60 days before the date of the meeting;
(3) Voting by written ballot shall be no more than 60 days before the day on which the first written ballot is mailed or solicited; and
(4) Taking any other action shall be no more than 60 days before that action.
Section 8.0: General Powers of the Board
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
Section 8.1: Specific Powers of the Board
Without prejudice to the general powers set forth in Section 8.0 of these bylaws, but subject to the same limitations, the Board shall have the power to do the following:
(1) Appoint and remove, at the pleasure of the Board, all corporate agents and employees; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; fix their compensation; and require from them security for faithful service.
(2) Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities in or outside California; and designate a place in or outside California for holding any meeting of members.
(3) Borrow money and incur indebtedness on the corporation’s behalf 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.
(4) Adopt and use a corporate seal; prescribe the forms of membership certificates; and alter the forms of the seal and certificates.
Section 8.2: Number and Qualifications of Directors
The authorized number of Directors shall be at least nine (9). The qualifications for Directors are the following:
(1) Directors must be at least 18 years old; and
(2) Directors must attend at least one (1) JETAASC or JET Program-related activity each year.
(3) Directors must attend at least half of the Board meetings each year.
Section 8.3: Interested Persons as Directors
No more than 49 percent of the persons serving on the Board may be “interested persons.” An interested person is (1) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; and (2) 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 such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.
Section 8.4: Two Classes of Directors
The Board of Directors shall consist of at least nine (9) people: four (4) of whom shall be Officer Directors (Co-Presidents, Secretary, and Treasurer) and the rest of whom shall be Non-Officer Directors. A majority of the Board shall be former members of the JET Program or the Monbusho English Fellows program. Officer Directors will be elected by the voting members at the annual meeting of members. Non-Officer Directors will be elected by the Board of Directors.
Section 8.4.1: Non-Officer Directors (Designated by Board)
Non-Officer Directors will serve for a term of two (2) years, with the terms staggered, so that each year, half of the Non-Officer Directors will end their terms, and half will continue to serve.
The Chief Executive Officer shall solicit nominations from the Board for qualified candidates for Non-Officer Director positions at least 60 days before the date of any election of Non-Officer Directors. The Chief Executive Officer will make his or her report at least 30 days before the date of the election and the Chief Administrative Officer shall forward to each Director a notice of the election meeting at least 14 days before, with a list of all candidates. Non-Officer Directors shall be elected at the last Board meeting of the fiscal year, by a majority vote of the Board. Each Director, including a Director appointed to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor is elected and qualified.
Section 8.4.2: Officer Directors (Voted by Members)
Officer Directors will serve for a term of one (1) year. Officer Directors may be re-elected. The JET Coordinator employed concurrently at the Consulate General of Japan may not serve as an Officer Director. Officer Directors will include, and be limited to, the following positions: two (2) Co-Presidents, one (1) Secretary, and one (1) Treasurer. Each person may only hold one office at a time. The duties of the Officer Directors are to guide the day-to-day operations of JETAASC. Officer Directors shall meet at any time and place as they deem necessary. Three (3) Officer Directors, including at least one (1) Co-President, shall constitute quorum sufficient to conduct business at any Officer Directors meeting.
The Officer Directors shall have a discretionary emergency fund of up to two hundred dollars ($200) per quarter to distribute without prior Board approval. The Officer Directors must be unanimous in determining the use of those emergency funds. The Treasurer must report the expenditure of those funds in the monthly financial summary (see Section 8.7). Upon majority vote of the Board, the discretionary emergency fund may be suspended.
Section 188.8.131.52: Nominations and Elections of Officer Directors
The Board shall appoint an Elections Coordinator by a majority vote. The Elections Coordinator is responsible for managing a fair, impartial elections process. The Election Coordinator has the duty to (1) call for nominations from voting members; (2) receive candidate platforms; (3) draft and receive voting member ballots in a timely manner; (4) submit the elections schedule to the Board for approval no later than one (1) week prior to the call for nominations. The Elections Coordinator shall also be responsible for the administration of all elections-related activities, including correspondence with the nominees, members, and the Board, and the supervision of ballots before and after voting.
The Elections Coordinator shall notify voting members when nominations for new Officer Director elections will be accepted. The period for nominations must be open for a minimum of fourteen (14) days. The Elections Coordinator must notify each voting member when that member has been nominated, either by email, telephone, or other communication deemed appropriate by the Board. If, in the case that the Elections Coordinator cannot notify a nominee, the Board must be informed. Any voting member can nominate another voting member (including themselves) for an Officer Director position. All nominees shall submit a platform for publication in the ballot. A nominee may accept or decline a nomination.
Election ballots shall be sent out no earlier than twenty-eight (28) days and no later than fourteen (14) days before the annual meeting. Voting members of the corporation may cast their ballots in person at the annual meeting. Voting members may also cast their ballot via regular mail, facsimile or electronic mail, but it must be received at least two (2) days before the annual meeting.
All voters must identify themselves on the ballots, regardless of the method of voting. The Chief Administrative Officer shall give a copy of the most recent voting membership list to the Election Coordinator, who will receive the ballots, confirm the eligibility of the voter, then conceal or remove the name of the voter from the ballot. Voting tabulation records must be kept by the Election Coordinator. Tabulations must include the number of votes submitted and counted and the number of votes for each candidate. Final tabulations must be signed by the Election Coordinator and all person(s) assisting with tabulation. Directors who are not candidates in the Officer Director elections may assist the Elections Coordinator count the ballots. Once tabulation is complete, records must be given to the Chief Administrative Officer to archive.
The Elections Coordinator shall announce the election results at the annual meeting. Results of the election shall be determined by a majority of the ballots. However, if any Officer Director position results in a tie, run-off elections shall be held as described below.
Section 184.108.40.206: Officer Director Run-off Procedures
Should the elections result in a tie for any Officer Director position, a run-off election will take place. A run-off ballot, consisting only of the candidates for the tied position, will be given to all voting members at the annual meeting. Voting by proxy is not allowed.
Section 8.5: Responsibilities of Co-Presidents
It shall be the duty of the Co-Presidents to preside at all Officer Director meetings. Co-Presidents shall appoint committee and regional representatives, as necessary, by a majority vote of the Officer Directors. Co-Presidents shall serve as liaisons to the Consulate General of Japan and as the official CLAIR representatives for region US-14. Co-Presidents shall be responsible for creating and submitting an operating budget to the Board for the fiscal year, and they shall oversee the corporation’s programs and events. Co-Presidents shall exercise and perform such other powers and duties as the Board may assign from time to time.
Section 8.6: Responsibilities of Secretary
It shall be the duty of the Secretary to keep a record of all proceedings at all Officer Director meetings. The Secretary shall be responsible for communicating with the members about corporation programs and events. The Secretary shall take pictures at events and maintain a photo archive as necessary. The Secretary shall exercise and perform such other powers and duties as the Board may assign from time to time.
Section 8.7: Responsibilities of Treasurer
It shall be the duty of the Treasurer to maintain records and accounts of the yearly operating budget set forth by the Co-Presidents. The Treasurer shall be responsible for all payments and money collected at corporation events, deposit all operating budget money, and submit a monthly financial summary in a timely manner to the Chief Investment Officer. The monthly financial summary must include any changes to the approved operating budget, any expenditures of the discretionary emergency fund, and any information deemed necessary by the Board. The Treasurer shall exercise and perform such other powers and duties as the Board may assign from time to time.
Section 8.8: Board of Directors’ Executive Committee
On an annual basis, the Board of Directors will nominate and vote on the following: a Chief Executive Officer, Chief Administrative Officer, and Chief Investment Officer to represent the Board for one year as part of the Board’s “Executive Committee”. These positions may only be filled by Non-Officer Directors; one person may not hold more than one Executive Committee position.
Section 8.8.1: Responsibilities of Chief Executive Officer
The Chief Executive Officer shall preside at Board meetings and shall exercise and perform such other powers and duties as the Board may assign from time to time. In the event of a tie vote on any matter, the Chief Executive Officer shall cast the tie-breaking vote. The Chief Executive Officer is also responsible for the nomination process of Non-Officer Directors.
Section 8.8.2: Responsibilities of Chief Administrative Officer
The Chief Administrative Officer shall keep or cause to be kept, at the corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and of committees of the Board. The minutes of meetings shall include the time and place that the meeting was held; the notice given; the names of persons present at Board and committee meetings; and notes of the proceedings.
The Chief Administrative Officer shall keep or cause to be kept, at the corporation’s principal office or such other place as the Board may direct, a copy of the articles of incorporation and bylaws, as amended to date.
The Chief Administrative Officer shall keep or cause to be kept, at the corporation’s principal office or at a place determined by resolution of the Board, a record of the corporation’s members, showing each member’s name, contact information, and class of membership.
The Chief Administrative Officer shall give, or cause to be given, notice of the annual meeting of members, and notice of all meetings of the Board and of Board committees that these bylaws require to be given. The Chief Administrative Officer is also responsible for various duties regarding Officer Director elections. The Chief Administrative Officer shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the bylaws may require.
Section 8.8.3: Responsibilities of Chief Investment Officer
The Chief Investment Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The Chief Investment Officer shall send or cause to be given to the members and Directors such financial statements and reports as are required to be given by law, by these bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times.
The Chief Investment Officer shall (1) deposit, or cause to be deposited, all non-operating money (e.g., dues and reimbursables) and other valuables in the name and to the credit of the corporation with such depositories as the Board may designate; (2) disburse the corporation’s funds as the Board may order; (3) render to the Chief Executive Officer and the Board, when requested, an account of all transactions as Chief Investment Officer and of the financial condition of the corporation; (4) report to the Executive Committee, in a timely manner, any changes to the approved operating budget; and (5) have such other powers and perform such other duties as the Board or the bylaws may require.
If required by the Board, the Chief Investment Officer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Chief Investment Officer on his or her death, resignation, retirement, or removal from office.
Section 8.9: Use of Corporate Funds
No corporate funds may be expended to support a nominee.
Section 8.10: Vacancies for Board of Directors
A vacancy or vacancies on the Board of Directors shall occur in the event of
(1) the death, removal, or resignation of any Director;
(2) the declaration by resolution of the Board of a vacancy in the office of a Director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3;
(3) the vote of the members or, if the corporation has fewer than 50 members, the vote of a majority of all members, to remove the Officer Director(s);
(4) the increase of the authorized number of Directors; or
(5) the failure of the members to elect the required number of Officer Directors.
Any vacancies of unexpired terms of Directors (whether by removal or otherwise) shall be filled by a majority vote of the Board of Directors.
Section 8.11: Resignation of Directors
Except as provided below, any Director may resign by giving written notice to the Chief Executive Officer or Chief Administrative Officer. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Director’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.
Except on notice to the California Attorney General, no Director may resign if the corporation would be left without a duly elected Director or Directors.
Section 8.12: Removal of Directors
Section 8.12.1: Removal of Directors With Cause
Any Director (Non-Officer Director or Officer Director) may be removed with cause by a two-thirds vote of the Board at a meeting called for that purpose, provided that notice of the meeting is given. The Board of Directors may remove a Director with cause if such Director
1) has been declared of unsound mind by a final order of court, or convicted of a felony, or, in the case of a corporation holding assets in charitable trust, has been found by a final order or judgment of any court to have breached any duty or
2) does not attend at least half of the Board meetings in a year. The Director shall not be removed for failure to attend at least half of the Board meetings in a year if:
(a) The Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors at a Board meeting.
(b) The Director suffers from an illness or disability which prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection.
Section 8.12.2: Removal of Directors Without Cause
(A) Officer Directors. Any Officer Director may be removed without cause by a vote of the Members at a meeting called for that purpose, provided that notice of the meeting is given. If the Corporation has fewer than 50 members, the removal of the Officer Director shall be approved by a majority of ALL members. If the Corporation has 50 or more members, the removal must be approved by a two-thirds vote of the members (after quorum is established).
(B) Non-Officer Directors. Any Non-Officer Director may be removed without cause by a two-thirds vote of the Board of Directors at a meeting called for that purpose, provided that notice of the meeting is given.
(C) Reduction of Authorized Number of Directors. Any reduction of the authorized number of Directors shall not result in any Directors being removed before his or her term of office expires.
Section 8.13: Board Meetings
The Board shall meet at least 4 times per year during each fiscal quarter. The Chief Administrative Officer shall give notice to the Board at least fourteen (14) days before the meeting, and the agenda shall be given at least seven (7) days before the meeting.
Section 8.14: Special Board Meetings
Special meetings of the Board for any purpose may be called at any time by any Director. The Director calling the special meeting shall give notice at least fourteen (14) days before the meeting.
Section 8.15: Quorum
A majority of the Directors shall constitute a quorum for the transaction of any business, unless specified elsewhere in these Bylaws. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be an act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (1) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (2) approval of certain transactions between corporations having common Directorships, (3) creation of and appointments to committees of the Board, and (4) indemnification of Directors. Additionally, any vote regarding the removal of a Director or amendment of these bylaws requires a two-thirds vote by the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some Directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting. If a Director requests a leave of absence for a limited period of time, and the leave is approved by the Directors at a Board meeting, that Director shall not be considered toward the total number of Directors for quorum purposes.
Section 8.16: Location of Board Meetings
Meetings of the Board shall be held at any place within or outside California that has been designated by the Board or in the notice of the meeting.
Section 8.17: Meetings by Telecommunication
Any Board meeting may be held by conference telephone, video screen communication, or other communications equipment deemed appropriate by the Board. Participation in a meeting under this section shall constitute presence in person at the meeting if both the following apply:
(1) Each member participating in the meeting can communicate concurrently with all other members; and
(2) Each member is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
Section 8.18: Adjournment
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another 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 8.19: Board Action Without Meeting
Any action that the Board is required or permitted to take may be taken without a meeting if all Directors consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the corporation is a party and who is an “interested Director” as defined in Corporations Code §5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.
Section 8.20: Director Compensation
Directors shall serve without compensation except that they shall be allowed and paid sufficiently to cover the costs of attending meetings and carrying out the business of the organization. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties.
Section 8.21: Board Committees
The Board, by resolution adopted by a majority of the Directors, may create one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote. The Board may appoint one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee shall have all the authority of the Board, to the extent provided in the Board resolution, except that no committee may do the following:
(1) Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also requires approval of the members or approval of a majority of all members;
(2) Fill Non-Officer Director vacancies on the Board or any committee of the Board;
(3) Remove any Director from the Board for cause;
(4) Fix compensation of the Directors for serving on the Board or on any committee;
(5) Amend or repeal bylaws or adopt new bylaws;
(6) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
(7) Create any other committees of the Board or appoint the members of committees of the Board;
(8) Approve any contract or transaction to which the corporation is a party and in which one or more of its Directors has a material financial interest, except as special approval is provided for in Corporations Code §5233(d)(3).
(9) With respect to any assets held in charitable trust, approve any contract or transaction between this corporation and one or more of its Directors or between this corporation and an entity in which one or more of its Directors have a material financial interest, subject to the approval provisions of Corporations Code §5233(d)(3).
Section 8.22: Contracts with Directors
No Director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s Directors are Directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation unless (1) the material facts regarding that Director’s financial interest in such contract or transaction or regarding such common Directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board prior to the Board’s consideration of such contract or transaction; (2) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the votes of the interested Directors; (3) before authorizing or approving the transaction, the Board considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (4) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.
This section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (1) is approved or authorized by the corporation in good faith and without unjustified favoritism and (2) results in a benefit to one or more Directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation.
Section 8.23: Loans to Directors and Officers
This corporation shall not lend any money or property to or guarantee the obligation of any Director without the approval of the California Attorney General, provided, however, that the corporation may advance money to a Director for expenses reasonably anticipated to be incurred in the performance of his or her duties if that Director would be entitled to reimbursement for such expenses by the corporation.
Section 8.24: Advisory Group
The Board of Directors may allow certain people to act as advisors to the Board, in a non-voting capacity only. The advisors may be allowed to attend Board meetings if allowed by the Board.
Section 9.0: Adoption, Repeal, or Amendment of ByLaws
Subject to the members’ rights under this section of these bylaws and the limitations set forth below, the Board may adopt, amend, or repeal bylaws by a two-thirds vote.
Section 9.1: Number of Directors
The Board may not, without the members’ approval, specify or change any bylaw that would either (1) Fix or change the authorized number of Directors; (2) Fix or change the minimum or maximum number of Directors; or (3) Change from a fixed number of Directors to a variable number of Directors or vice versa.
Section 9.2: Membership Approval Requirements
A bylaw requiring that approval by the members or a class of members be unanimous or by a greater proportion than that required by law can be altered, amended, or repealed only by the specified vote.
Section 9.3: Increase in Directors’ terms
A bylaw amendment increasing the length of Directors’ terms requires membership approval.
Section 9.4: Selection of Designated Directors
A bylaw providing for selection of Directors by designation can be adopted, amended, or repealed only with membership approval.
Section 9.5: Replacement of Removed Directors
A bylaw amendment authorizing the Board to fill vacancies created by the removal of Directors does not require membership approval.
Section 9.6: Members’ Voting Rights
Membership approval is required for any bylaw amendment that would change the number necessary for a quorum at membership meetings, create or change proxy rights, or change or repeal cumulative voting rights
Section 9.7: Termination of All Memberships
An amendment of a public benefit corporation’s bylaws that would terminate all memberships or any class of memberships requires membership approval and is subject to the following special procedures: Before such an amendment is adopted, the corporation shall give written notice to members not less than 45 nor more than 90 days prior to any vote by the members on the amendment. The written notice shall describe the effect of the amendment on the corporation and the members. However, written notice need not be given at least 45 days prior to any vote by the members on the amendment if all members entitled to vote receive a written notice prior to the vote setting forth the information described in the preceding sentence and sign a written waiver of 45 days notice.
Section 10.0: Indemnification
To the fullest extent permitted by law, this corporation shall indemnify its Directors and officers, and may indemnify employees and other persons described in Corporations Code §5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.
On written request to the Board by any person seeking indemnification under Corporations Code §5238(b) or §5238(c), the Board shall promptly decide under Corporations Code §5238(e) whether the applicable standard of conduct set forth in Corporations Code §5238(b) or §5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code §5238(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any proceeding covered by those sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.
Section 11.0: Insurance
This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising from the officer’s, Director’s, employee’s, or agent’s status as such.
Section 12.0: Corporate Records
This corporation shall keep the following:
(1) Adequate and correct books and records of account;
(2) Minutes of the proceedings of its members, Board, and committees of the Board; and
(3) A record of each member’s name, address, and class of membership.
The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
Section 13.0: Members’ Inspection Rights
Unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:
(1) Inspect and copy the records containing members’ names, addresses, and voting rights during usual business hours on 5 days’ prior written demand on the corporation, which must state the purpose for which the inspection rights are requested; or
(2) Obtain from the Chief Administrative Officer of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for Directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Chief Administrative Officer shall make this list available to the member on or before the later of 10 days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.
The corporation may, within 10 business days after receiving a demand under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons the proposed alternative does not meet the proper purpose of the demand.
If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this section, it may deny the member access to the membership list.
Any inspection and copying under this section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. This right of inspection extends to the records of any subsidiary of the corporation.
Section 14.0: Inspection of Accounting Records and Minutes
On written demand on the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the members, the Board of Directors, and committees of the Board at any reasonable time for a purpose reasonably related to the member’s interest as a member. Any such inspection and copying may be made in person or by the member’s agent or attorney. This right of inspection extends to the records of any subsidiary of the corporation.
Section 15.0: Inspection of Articles and Bylaws
This corporation shall keep the original or a copy of the articles of incorporation and bylaws, as amended to the current date, that shall be open to inspection by the members at all reasonable times during office hours. If the corporation has no business office in California, the Chief Administrative Officer shall, on the written request of any member, furnish to that member a copy of the articles of incorporation and bylaws, as amended to the current date.
Section 16.0: Directors’ Inspection Rights
Every Director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, and documents of every kind, and to inspect the physical properties of the corporation. Every Director shall have the right to inspect the records of each subsidiary. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of books, records, and documents of every kind.
Section 17.0: Annual Report
The Board shall cause an annual report to be sent to the members and Directors within 120 days after the end of the corporation’s fiscal year. That report shall contain the following information, in appropriate detail:
(1) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
(2) The principal changes in assets and liabilities, including trust funds;
(3) The corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;
(4) The corporation’s expenses or disbursements for both general and restricted purposes;
(5) Any information required by Section 18 of these bylaws pertaining to the Annual Statement; and
(6) An independent accountants’ report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation’s books and records.
This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Directors and to any member who requests it in writing. If the Board approves, the corporation may send the report and any accompanying material sent pursuant to this section by electronic transmission.
Section 18.0: Annual Statement
As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall, within 120 days after the end of the corporation’s fiscal year, annually prepare and mail, deliver, or send by electronic transmission to each member and furnish to each Director a statement of any transaction or indemnification of the following kind:
(1) Any transaction
(a) in which the corporation, or its parent or subsidiary, was a party,
(b) in which an “interested person” had a direct or indirect material financial interest, and
(c) that involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000.
For this purpose, an “interested person” is either
(i) any Director or officer of the corporation, its parent, or subsidiary (but mere common Directorship shall not be considered such an interest); or
(ii) any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary.
The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction, and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
(2) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the corporation under these bylaws, unless that indemnification has already been approved by the members under Corporations Code §5238(e)(2).