The Unicode
Consortium Bylaws
A
(Note:
The text highlighted in blue
was approved at the 2006 Annual Members Meeting.
The text
highlighted in yellow was approved through a 30-day letter ballot that
ended on January 20, 2007)
ARTICLE I - PURPOSE AND MEMBERSHIP............................................................................... 3
Section 1. Purpose................................................................................................................ 3
Section 2. Classes of Members............................................................................................ 3
Section 3. Control Group...................................................................................................... 3
Section 4. Selection............................................................................................................. 3
Section 5. Consideration..................................................................................................... 3
Section 6. Multiple and Fractional Memberships................................................................ 3
Section 7. Transfer of Memberships.................................................................................... 3
Section 8. Term and Termination of Membership.............................................................. 4
Section 9. Reinstatement..................................................................................................... 4
ARTICLE II - MEETINGS OF MEMBERS.................................................................................... 5
Section 1. Regular Meetings............................................................................................... 5
Section 2. Special Meetings................................................................................................ 5
Section 3. Place of Meeting................................................................................................. 5
Section 4. Record Date......................................................................................................... 5
Section 5. Notice of Meeting................................................................................................ 6
Section 6. Quorum and Adjournment.................................................................................. 7
Section 7. Manner of Acting................................................................................................ 7
Section 8. Voting by Proxies................................................................................................ 7
Section 9. Voting by Written Ballot...................................................................................... 8
Section 10. Inspectors of Election....................................................................................... 9
ARTICLE III - BOARD OF DIRECTORS.................................................................................... 10
Section 1. General Powers.................................................................................................. 10
Section 2. Number of Directors......................................................................................... 10
Section 3. Selection........................................................................................................... 10
Section 4. Term................................................................................................................. 10
Section 5. Regular Meetings............................................................................................. 11
Section 6. Special Meetings.............................................................................................. 11
Section 7. Notice................................................................................................................ 11
Section 8. Quorum and Adjournment................................................................................ 11
Section 9. Manner of Acting.............................................................................................. 11
Section 10. Action Without a Meeting of the Board.......................................................... 12
Section 11. Standard of Conduct........................................................................................ 12
Section 12. Self-Dealing
Transactions.............................................................................. 12
Section 13. Removal and Filling Vacancies...................................................................... 13
Section 14. Compensation................................................................................................. 13
Section 15 No Interest in Assets....................................................................................... 13
Section 16. Resignation..................................................................................................... 13
ARTICLE IV - OFFICERS......................................................................................................... 14
Section 1. Officers.............................................................................................................. 14
Section 2. Selection and Term of Office............................................................................ 14
Section 3. Removal............................................................................................................ 14
Section 4. Resignation....................................................................................................... 14
Section 5. Vacancies.......................................................................................................... 14
Section 6. Chairman of the Board...................................................................................... 14
Section 7. President............................................................................................................ 14
Section 8. Treasurer........................................................................................................... 14
Section 9. Secretary........................................................................................................... 15
Section 10. Vice Presidents................................................................................................ 15
ARTICLE V - COMMITTEES.................................................................................................... 15
Section 1. Committees of Directors................................................................................... 15
Section 2. Rules.................................................................................................................. 16
Section 3. Other Committees............................................................................................. 16
ARTICLE VI -
MISCELLANEOUS............................................................................................. 16
Section 1.
Contracts........................................................................................................... 16
Section 2. Checks,
Drafts, Etc............................................................................................ 16
Section 3. Deposits............................................................................................................. 16
Section 4. Donations........................................................................................................... 17
Section 5. Representation of Corporate Shares................................................................. 17
ARTICLE VII - BOOKS AND RECORDS................................................................................... 17
ARTICLE VIII - ANNUAL AND OTHER REPORTS.................................................................... 18
Section 1. Annual Statement of Certain Transactions..................................................... 18
Section 2. Financial Information...................................................................................... 18
ARTICLE IX –
INDEMNIFICATION.......................................................................................... 19
ARTICLE X - LIMITATION OF LIABLITY OF VOLUNTEER DIRECTORS AND OFFICERS...... 19
ARTICLE XI - CORPORATE LOANS, GUARANTEES AND ADVANCES.................................... 19
ARTICLE XII - AMENDMENTS TO BYLAWS............................................................................ 20
This Corporation shall have one (1) class of voting members. These members shall be deemed to be “members” within the meaning of Section 5056 (or any successor section) of the California Nonprofit Corporation Law (the “Nonprofit Law”) and are referred to in these bylaws as the “members.”
A Control Group shall be treated as a single member of this corporation for all purposes. A “Control Group” shall include all corporations or other entities which are controlled by a member of this corporation, which control a member of this corporation, or which are controlled by a corporation or entity also controlling a member of this corporation. For purposes of this section, an entity shall be deemed to control another entity if it has the power to direct or cause the direction of management and policies of the other entity.
All corporations, other business entities, governmental agencies, not-for-profit organizations and academic institutions who support the purpose of this corporation as set forth in Section 1 above may become members of the corporation upon payment of the annual dues established for members by the board of directors. Each member shall remain a member for so long as it pays the applicable dues and otherwise remains a member in good standing of the corporation.
Any class of
membership can be issued for no payment or for such payment as is determined by
the board of directors. This corporation
may issue the whole or any part of its membership as partly paid and subject to
call for the remainder of the payment to be paid therefore. Annual membership dues shall be determined by
the board. The term of membership shall be for a
minimum of twelve (12) months, and commences on the first day of the month
following receipt of dues or receipt of proof of authorization for payment of
dues, unless the member has specified the month when the membership is to begin.
All dues paid are
non-refundable. Dues are for a minimum
of twelve (12) months, but a member may pay for a longer term. The additional payment is the amount equal to
the product of (a) one-twelfth of the annual membership fee, and (b) the number
of additional months.
No person or entity may hold more than one membership, and no fractional memberships may be held; provided, however, that if authorized by the board, two or more persons may have an indivisible interest in a single membership.
Membership in this corporation, or any rights arising there from, is not transferable or assignable.
Unless terminated
earlier in accordance with this section, a membership will expire at
A member may resign his membership at any time by notifying the secretary of this corporation. Resignation, however, shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees, whether arising from contract, or otherwise, and shall not diminish any right of this corporation to enforce any such obligation against or obtain damages from such member. A member will not be liable for membership fees if he promptly quits upon receipt of an invoice for such fees.
The rights, powers and privileges of membership in the corporation (a) shall immediately terminate for a member upon the expulsion, resignation, or dissolution of the member or the member’s resignation from the corporation, and (b) may not be sold, pledged, encumbered, assigned or otherwise transferred by any member in any manner whatsoever.
The rights, powers and
privileges of membership in the corporation shall terminate upon the determination of a two-thirds (2/3) majority of the
board of directors after a hearing duly held in accordance with this
Section 8, 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. Notwithstanding the
foregoing, the corporation may not refuse to continue any license that may
have been granted by the corporation to such terminated member.
Following the determination by the board that
a member should be expelled or suspended, the following procedures shall be
implemented:
(a) 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 or suspension and the reasons therefor. Such notice shall be sent at least fifteen
(15) days before the proposed effective date of the expulsion or suspension.
(b) 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 effective
date of the proposed suspension or expulsion.
The hearing shall be held by the board of directors. The notice to the member of his 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 the 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.
(c) Following the hearing, the
board shall decide whether the member should in fact be expelled, suspended, or
sanctioned in some other way. The
decision of the board shall be final.
(d) Any action challenging an
expulsion or suspension of membership, including any claim alleging defective
notice, must be commenced within one (1) year after the date of the expulsion
or suspension.
Suspended or expelled members may be
reinstated at the discretion of the board of directors.
Regular meetings of
members shall be held annually at such date and place as shall be designated by
the board of directors or the officers for the purpose of electing directors
and for transacting such other business as may properly come before the
members. If the day fixed for the regular meeting shall be a legal holiday in
the State of
Special meetings of members may be called by the board, the chairman of the board or the officers. In addition, special meetings of members for any lawful purpose may be called by five percent (5%) or more of the members. No business may be transacted at a special meeting unless the general nature of such business was stated in the notice of the special meeting.
Upon request in writing to the chairman of the board or the president by any person or group authorized by these bylaws to call a special meeting (other than the board), the officer forthwith shall cause notice to be given to the members, in accordance with Section 5 of this Article II, that a meeting will be held at the time fixed by the board, which time shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request. This notice shall be given within twenty (20) days after receipt of the request.
The board of directors
may designate any place, either within or without the State of
The board may fix, in advance; a date as the record date for the purpose of determining the members entitled to notice of any meeting of members. Such record date shall not be more than ninety (90) or 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. A determination of members 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.
The board may fix, in advance; a date as the record date for the purpose of determining the members entitled to vote at a meeting of members. Such record date 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.
The board may fix, in advance; a date as the record date for the purpose of determining the members entitled to cast written ballots. Such record date 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 the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast written ballots. The board may fix, in advance, a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. Such record date 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 relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed first-class, registered or certified mail, that notice shall be given not less than twenty (20) days before the meeting. Such notice shall state the place, date and time of the meeting and, in the case of a special meeting, the general nature of the business to be transacted, or in the case of the regular meeting, those matters which the board, at the time of the mailing of the notice, intends to present for action by the members. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is sent to members.
If approval of the members is sought concerning any of the following matters, the general nature of the proposal must be stated in the notice of meeting or in any written waiver of notice:
(a) The removal of a director or directors without cause;
(b) The filling of a vacancy on the board of directors;
(c) An amendment to the articles of incorporation or bylaws;
(d) The approval of a contract or other transaction between this corporation and one or more of its directors, or between this corporation and any domestic or foreign corporation, firm or associate in which one or more of its directors have a material financial interest; or
(e) The voluntary dissolution of this corporation or the approval of a plan of distribution as part of a voluntary dissolution of this corporation.
Notice of a meeting of members shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of this corporation or given by the member to this corporation for purpose of notice; or if no such address appears or is given, at the place where the principal office of this corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal office is located.
If any notice addressed to a member at the address of such member appearing on the books of this corporation is returned to this corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the member at such address, all future notices shall be deemed to have been duly given without further mailing if the same shall be available for the member upon written demand of the member at the principal office of this corporation for a period of one (1) year from the date of the giving of the notice to all other members.
When a meeting of members is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. No meeting, annual or special, may be adjourned for more than 45 days to another time or place.
The actions of any meeting of members, however called and noticed, and wherever held, are as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the members entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the member objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice but not so included, if such objection is expressly made at the meeting.
Fifty percent (50%) of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members. In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted, except as provided by law.
Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members, unless the vote of a greater number is required by law or these bylaws. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the voting power required to constitute a quorum.
Any member may authorize another person or persons to vote on behalf of that member by a written proxy executed by such member or the member’s duly authorized agent and filed with the secretary of this corporation. A proxy shall be deemed executed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the member or the member’s attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy, except that the maximum term of a proxy shall be three (3) years from the date of execution. Every proxy continues in force and effect until revoked by the person executing it prior to the vote pursuant thereto. Such revocation may be effected by a writing delivered to this corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy.
If this corporation has one hundred (100) or more members, any form of proxy distributed to ten (10) or more members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited and shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter the vote shall be cast in accordance therewith.
In any election of directors, any form of proxy in which the directors to be voted upon are named therein as candidates and which is marked by a member “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the election of a director.
A proxy is not revoked by the death or incapacity of the maker or the termination of a membership as a result thereof unless, before the vote is counted, written notice of such death or incapacity is received by this corporation.
Notwithstanding notice of the death or incapacity of a member received by this corporation, the proxy of a member which states that it is irrevocable is irrevocable for the period specified therein when it is held by any of the following or a nominee of any of the following: a creditor or creditors of this corporation or the member who extended or continued credit to this corporation or the member in consideration of the proxy, if the proxy states that it was given in consideration of such extension or continuation of credit and the name of the person extending or continuing the credit; or a person who has contracted to perform services as an employee of this corporation, if the proxy is required by the contract of employment and if the proxy states that it was given in consideration of such contract of employment, the name of the employee and the period of employment contracted for. Notwithstanding the period of irrevocability specified, the proxy becomes revocable when the debt of this corporation or the member is paid, or the period of employment provided for in the contract of employment has terminated.
A proxy of a member may be irrevocable, notwithstanding notice of the death or incapacity of a member received by this corporation, if it is given to secure the performance of a duty or to protect a title, either legal or equitable, and until the happening of events which, by the terms of the proxy, discharge the obligations secured by the proxy.
A revocable proxy may only be used to vote with respect to the following matters if the proxy states that it may be voted with respect to following matters:
(a) the removal of a director or directors without cause;
(b) an amendment to the bylaws repealing, restricting, creating or expanding proxy rights;
(c) an amendment to the articles of incorporation;
(d) the sale, lease, conveyance, exchange, transfer or other disposition of all or, substantially all of this corporation’s assets not in the usual course of business;
(e) The principal terms of a merger agreement;
(f) a resolution to dissolve this corporation voluntarily,
(g) the filling of a vacancy on the board of directors;
(h) the approval of a contract or other transaction between this corporation and one or more of its directors, or between this corporation and any domestic or foreign corporation, firm or association in which one or more directors have a material financial interest; or
(i) a distribution in dissolution other than in accordance with the rights of outstanding preferred memberships, if any.
Any action which may be taken at any regular or special meeting of members may be taken without a meeting if this 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 thirty (30) days which to return the ballot to this corporation.
Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified, or any extension thereof, equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting, at which the total number of votes cast was the same as the number of votes cast by ballot.
Written ballots shall be solicited either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of this corporation or given by the member to this corporation for purpose of notice; or if no such address appears or is given, at the place where the principal office of this corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal office is located.
If any written ballot addressed to a member at the address of such member appearing on the books of this corporation is returned to this corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the member at such address, all future notices shall be deemed to have been duly given without further mailing if the same shall be available for the member upon written demand of the member at the principal office of this corporation for a period of one (1) year from the date of the giving of the notice to all other members.
If this corporation shall have one hundred (100) or more members, any form of written ballot distributed to ten (10) or more members shall afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot is distributed, to be acted upon by such written ballot, and shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter the vote shall be cast in accordance therewith.
In any election of directors, any form of written ballot in which the directors to be voted upon are named therein as candidates and which is marked by a member “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the election of a director.
All such solicitations of written ballots 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. The solicitation must specified by the time by which the ballot must be received in order to be counted.
A written ballot cannot be revoked.
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 be either one (1) or three (3). If appointed at a meeting on the request of one (1) or more members or proxies, the majority of members represented either in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed.
The inspectors of election shall: determine the number of memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum and the authenticity, validity and effect 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 or vote with fairness to all members.
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 (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.
Subject to the provisions of the Nonprofit Law and any limitation in the articles and bylaws of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of this corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of this corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.
The board of directors shall consist of not less than three (3) nor more than nine (9) members, and the exact number of directors initially authorized shall be seven (7). The exact authorized number of directors shall be fixed from time to time, within the limits specified in this section or in the articles of incorporation, by the board of directors or by a bylaw or amendment thereof duly adopted by the members of this corporation.
The directors shall be elected at a regular meeting of the members or by written ballot or in any other manner authorized by law. Each member eligible to vote shall cast the number of votes held for each office of director to be filled without the right to cumulate votes. In any election of directors by members, the candidates receiving the highest number of votes are elected. Elections for directors need not be by ballot unless a member demands election by ballot at the meeting and before the voting begins.
By resolution, the board of directors shall authorize a nomination and selection procedure which includes a reasonable means for members to nominate persons for election as directors, a reasonable opportunity for a nominee to communicate to the members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all members to choose among the nominees.
The board of directors
may fix by resolution the time and place, either within or without the State of
Special meetings of the board of directors for any purpose or purposes may be called by the chairman of the board or the president or, if both the chairman of the board and the president are absent or refuse to act, by any vice president (if the board of directors shall have created such office or offices) or by any two (2) directors.
Special meetings of
the board of directors shall be held upon four (4) days’ notice; by first-class
mail or forty-eight (48) hours’ notice delivered personally or by telephone or
telegraph or facsimile transmission, charges prepaid, to each director at his
address as shown on the records of this corporation or, if it is not shown on
the records and is not readily ascertainable, at the place at which the
meetings of the directors are regularly held.
If mailed, such notice shall be deemed to be delivered when deposited in
the
A majority of the number of directors authorized by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board. A majority of the directors present, whether or not a quorum is present, may adjourn the meeting for twenty-four (24) hours or less without further notice. If the meeting 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.
The act of a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the board of directors, unless the act of a different number is authorized by law, the articles of incorporation or these bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Members of the board of directors 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 in such a manner constitutes presence in person at such meeting.
Any action required or
permitted to be taken by the board of directors may be taken without a meeting
if all members of the board individually or collectively consent in writing to
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.
Pursuant to Section 7231 of the California Nonprofit 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 this corporation and with such care, including reasonable inquiry, as an ordinarily 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 this corporation whom the director believes to be reliable and competent in the matters presented;
b. Legal counsel, independent accountants or other professionals 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 the committee's 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.
As used in this section, a "self-dealing contract" is any contract or transaction (i) between this corporation and one or more of its directors, or between this corporation and any corporation, firm or association in which one or more of the directors has a material financial interest, or (ii) between this corporation and a corporation, firm or association of which one or more of its directors are directors of this corporation (collectively, "Interested Director(s)"). Pursuant to Section 7233 of the California Nonprofit Corporation Law, no self-dealing contract shall be void or voidable because such Interested Director(s) or corporation, firm or association are parties or because such Interested Director(s) are present at the meeting of the board or committee which authorizes, approves or ratifies the self-dealing contract, if:
a. Membership Approval. All material facts are fully disclosed to or otherwise known by the members and the self-dealing contract is approved by the members in good faith without including the vote of any membership owned by such Interested Director(s); or
b. Board or Committee Approval. All material facts are fully disclosed to or otherwise known by the board or committee and the board or committee authorizes, approves, or ratifies the self-dealing contract in good faith (without counting the vote of the Interested Director(s)), and, in the case of a self-dealing contract described above, the board or committee resolves and finds that the contract is just and reasonable at the time it is authorized, approved or ratified; or
c. Just and Reasonable Contract. The person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the corporation at the time it was authorized, approved or ratified.
Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes, approves or ratifies a contract or transaction as provided in this Section 12.
The board may declare vacant the office of a director who has been declared of unsound mind by a final order of a court, or convicted of a felony, or, with regard to assets held in charitable trust, has been found by a final order or judgment of any court to have breached any duty arising under Section 7238 of the Nonprofit Law or any successor section thereto. The board may also declare vacant the office of a director who has failed to attend two (2) consecutive meetings.
The members with or without cause may remove any or all directors. If the corporation has less than fifty (50) members, such removal shall be approved by a majority of all members. If this corporation has fifty (50) or more members, such removal shall be approved by a majority of the members who are represented and voting at a duly held meeting or by written ballot without meeting.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.
Any vacancy occurring
on the board of directors, including a vacancy created by reason of the removal
of a director, as well as any directorship to be filled by reason of an
increase in the number of directors shall be filled by approval of the board
or, if the number of directors then in office is less than a quorum, by (1) the
unanimous written consent of the directors then in office, (2) the affirmative
vote of a majority of the directors then in office at a duly held meeting, or
(3) a sole remaining director. The members may elect a director at any time to
fill any vacancy not filled by the directors.
A director
elected to fill a vacancy shall hold office during the unexpired term of his
predecessor in office and until his successor is elected.
Directors and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be determined by resolution of the board of directors to be just and reasonable or as may be approved by the members.
During the life of this corporation, no director shall possess any property right in or to the property of this corporation. In the event this corporation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the provisions of the articles of incorporation and the nonprofit Law.
Any director may
resign effective upon giving written notice to the chairman of the board, the
president, the secretary or the board of directors of this corporation, unless
the notice specifies a later time for the effectiveness of such
resignation. If the resignation is
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.
The officers of this corporation shall be a chairman of the board or a president or both, a secretary, a treasurer and such other officers, including vice presidents, with such titles and duties as shall be determined by the board of directors. Any number of offices may be held by the same person, except that the president, secretary and treasurer must be different persons.
The officers of this corporation shall be chosen by the board of directors and shall serve at the pleasure of the board.
Any officer selected by the board of directors may be removed by the board of directors at any time and for any reason or for no reason.
Any officer may resign at any time upon written notice to this corporation without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors.
The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may be from time to time assigned to the chairman of the board by the board of directors or prescribed by these bylaws.
Subject to such powers
and duties, if any, as may be prescribed by these bylaws or the board of directors
for the chairman of the board, the president shall be the general manager and
chief executive officer of this corporation and shall, subject to the control
of the board of directors, have general supervision, direction and control of
the business and officers of this corporation. He shall preside at all meetings
of the members and, in the absence of the chairman of the board, at all
meetings of the board of directors. He shall have all of the powers and shall
perform all of the duties which are ordinarily inherent in the office of the
president, and he shall have such further powers and shall perform such further
duties as may be prescribed for him by the board of directors.
The treasurer shall be the chief financial officer of this corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of this corporation. He shall receive and deposit all moneys and other valuables belonging to this corporation in the name and to the credit of this corporation and shall disburse the same only in such manner as the board of directors or the appropriate officers of this corporation may from time to time determine and shall render to the chief executive officer and the board of directors, whenever they request it, an account of all his transactions as treasurer and of the financial condition of this corporation. He shall have all of the powers and shall perform all of the duties incident to the office of treasurer, and he shall have such further powers and shall perform such further duties as may be prescribed for him by the board of directors.
The secretary shall keep or cause to be kept at the principal executive office of this corporation, or such other place as the board of directors may order, a book of minutes of all proceedings of the members and the board of directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present at directors’ meetings, and the number of members present or represented at meetings of members. The secretary shall keep or cause to be kept at the principal executive office or at such other place as the board of directors may order a record of members or a duplicate record of members showing the names of the members and their addresses. The secretary or, if he is absent or unable or refuses to act, any other officer of this corporation, shall give or cause to be given notice of all the meetings of the members, the board of directors and committees of the board required by the bylaws or by statute to be given, and he shall keep the seal of this corporation, if any, in safe custody. He shall have all of the powers and perform all of the duties incident to the office of secretary, and he shall have such further powers and shall perform such further duties as may be prescribed for him by the board of directors.
If the board shall have appointed one or more vice presidents, the vice president senior in order of rank as fixed by the board or, if not ranked, the vice president designated by the president or the board, shall perform all of the duties of the president when the president is absent or disabled or has refused to act. When so acting, the vice president shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall have such other powers and perform such other duties as may be prescribed for them by the board of directors.
The board of directors may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office. The board of directors may appoint one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board, shall have all the a