Bylaws


BYLAWS

 

OF

 

LEGAL IMMIGRANT ASSOCIATION

A California Nonprofit Mutual Benefit Corporation

 

 

ARTICLE I

 

OFFICES

 

       Section 1: Name.  The name of the corporation shall be Legal Immigrant Association (the “Corporation”).

 

       Section 2: Principal Office.  The principal office for the transaction of the business of the Corporation is located at 5255 Stevens Creek Blvd. #306, Santa Clara, California  95051, in Santa Clara County, California.  The Board of Directors may change the location of the principal office.  Any such change of location must be noted by the secretary on these bylaws opposite this Section.

 

       Section 3: Other Offices.  The Board of Directors may at any time establish branch or subordinate offices in any place or places where the Corporation is qualified to do business.

 

ARTICLE II

 

PURPOSES

 

       The primary objective and purposes of this Corporation shall be to advocate and promote the rights and interests of legal immigrants in the United States through Washington lobbying, public advocates, media, and other adequate resources.  The organization will act as liaison between highly skilled immigrant communities and the legislative as well as administrative branches of U.S. government and immigration agencies, whereby the organization tries to address immigration issues both legislatively and administratively. 

 

ARTICLE III

 

MEMBERSHIP

       Section 1: Members. The Corporation's Board of Directors may, in its discretion, admit individuals to one or more classes of nonstatutory membership.  These nonstatutory members shall be "regular members" who meet criteria that shall be set from time to time by the Board of Directors and shall have such rights and obligations as the Board finds appropriate.  None of these persons shall be "members" within the meaning of Section 5056 or Section 5310 of the California Corporations Code. The obligations and benefits of such Members shall be defined specifically by Members Manual set forth by First Board of Directors and may be modified upon Successive Board of Director upon discretion from time to time.   

      

Section 2: Admission of Members. The Membership shall set any additional requirements or fees for the admission of members at the Annual Meeting.

 

Section 3: Termination of Members. Membership may be terminated voluntarily by the member or involuntarily by the majority vote of the Board of Directors or of the Executive Committee of the corporation in accordance with rules of member conduct as exacted by the Board of Directors. Fee-Members will be automatically transferred to free membership program after 60 days of nonpayment on a monthly fee basis or after termination of annual payment.  A special meeting of the Board of Directors or of Executive Committee for removal of a member shall be called in the event the removal of or proposal to remove a Member is the result of or caused by the performance by the Member of any of the following actions:

 

              (a) Publicly initiate, publish, disseminate or distribute any intentionally damaging messages on behalf of the Corporation resulting in loss of reputation, membership, and donation of the Corporation; and

 

              (b) Abusively use the Corporation’s intellectual property, including, but not limited to membership information, email listings, homepage, forum, meeting minutes and any confidential documents; and any other action in violation of Members Manuel.

 

       Section 4: Membership Rights. Fee Members in good standing shall have the following rights: 1) the right to vote on all issues presented to the membership; 2) the right, if elected, to serve as officers and/or board members; and 3) the right to vote Board of Directors at the Annual Meeting.

 

Section 5: Annual Meeting. Beginning in December 2009, Fee Members shall hold a regular annual meeting on the first weekend of December of each calendar year, at a time and place to be determined by the Incumbent Board of Directors or Executive Committee or, in the absence of such determination, as may be designated by the President.  The Fee Members shall designate the Board of Directors at this regular annual meeting. The Board of Directors designated by the Fee Members at the regular annual meeting provided herein shall serve in such capacity for the period from January 1 through December 31 of the following year.

 

       Section 6: Special Meetings.  A special meeting of the Fee Members may be called at any time by the Board of Directors or by the Executive Committee. 

 

       Section 7: Notice.  Notice of the annual meeting shall be given to each Fee Members at least ten (20) days prior to such meetings.  Notice of any special meetings of the Fee Members shall be given to each Fee Member at least Five (5) days before any such meetings if given by first-class mail or forty-eight (48) hours before any such meeting if given personally or by telephone, telegraph, facsimile transmission or email and shall state the date, place, and time of the meeting.

 

       Whenever written notice is required to be given to any person by statute or these bylaws, it may be given personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or by facsimile transmission (with confirmation of receipt), to his or her address or to the address supplied to the Corporation for the purpose of notice.  If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery.  In the case of facsimile, it shall be deemed given when dispatched or transmitted, as evidenced by a facsimile transmission report.  Any notice pertaining to a meeting shall specify the place, day and hour of the meeting and any other information required by the California Nonprofit Corporation Law or these bylaws.

 

       Section 8: Validity.  The transactions of any meeting of the Fee Members, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if: (i) a quorum is present; or (ii) in the event a quorum is not present, a majority votes of Fee Members present at meeting agree such meeting is duly held.

 

       Section 9: Quorum.  Thirty (30) fee members will constitute a quorum, which shall be required before any vote at any meeting being considered as valid, except for situation outlined in Art. III, Sec. 8 (ii).

 

       Section 9: Proxies.  Proxies are prohibited at any annual or special meeting of the Fee Members for any Fee Member entitled to vote who is not present.

 

       Section 10: Telephone Meetings.  Fee Members may participate in a meeting through use of conference telephones or similar communications equipment so long as all Members participating in such a meeting can hear one another.  Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.

 

ARTICLE IV

 

BOARD OF DIRECTORS

 

       Section 1: General Powers.  Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these bylaws regarding actions that require approval of the members, if any, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised by or under the direction of the Board of Directors.

 

       Section 2: Specific Powers.  Without prejudice to those general powers and subject to the same limitations described in Section 1 of this Article, the directors shall have the power to do the following:

 

              (a) Appoint and remove all officers, agents and employees of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the articles of incorporation and with these bylaws; and fix their compensation.

 

              (b) Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency or country, and conduct business within or outside the State of California.

 

              (c) Adopt, make and use a corporate seal; prescribe the forms of membership certificates, if any, and alter the form of the seal and certificates.

 

              (d) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.

 

              (e) Make major strategic decisions for the organizational development of the Corporation.

 

              (f) Approve the Executive Committee members nominated by the President.

 

              (g) Evaluate the executive report, as defined by the Board, on a quarterly basis.

 

              (h) Approve any financial decision which requires an expenditure of more than Three Thousand Dollars ($3,000) per month.

 

              (i) Adopt, amend or repeal these Bylaws. 

 

       Section 3: Responsibilities.  The directors are expected to engage in the following during their time on the Board of Directors:

 

              (a) Take a leading role in certain projects or developments as determined by the Board from time to time;

 

              (b) Take an active role in organizing local chapter activities;

 

              (c) Attend the meetings of the Board of Directors;

 

              (d) Contribute a minimum of five (5) hours of volunteer time per week;

 

              (e) Make his or her best efforts to protect the Corporation’s reputation against any legal attacks, including testifying before a court of law; and

 

              (f) Make his or her best efforts to protect the Corporation’s property, including contact information of its volunteers and donors, website administrative information and the Corporation’s financial information.

 

              (g) Should a director learn that he will be absent or unable to perform his duties under these Bylaws for over thirty (30) consecutive days, that director must inform the Board of such absence or inability to perform.

 

       Section 4: Number.  The Board of Directors shall consist of at least three (3) but no more than seven (7) directors until changed by a duly adopted amendment to these bylaws.  The exact number of authorized directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors or by unanimous written consent by all the directors.

 

       Section 5: Election and Term of Office.  All directors shall be designated by the Fee Members when an annual meeting is held beginning December 2009.  The selection of directors shall take place at an annual or special meeting of the Fee Members and each director shall be selected for a one (1) year term.  Each director shall hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.  Directors may serve successive terms.  If a designated director is subsequently removed, then a successor director shall be selected.

 

       Section 6: Nomination of Directors.  The Board of Directors shall nominate qualified candidates for election to the Board at least ten (10) days before the date of any election of directors. Fee members who wish to be candidates shall submit their names to the Executive Committee. The Executive Committee shall make its report at least ten (10) days before the date of the election, or at such other time as the Board may set, to the incumbent Board of Directors, and upon preliminary selection, the Secretary shall forward to each Fee Member, with the notice of meeting required by these bylaws, a list of all candidates nominated by the Incumbent Board of Directors. .

 

       Section 7: Vacancies.  A vacancy on the Board of Directors shall occur in the event of the death, removal, or resignation of any director, provided, however, that a director who was designated as a director by the Fee Members may be removed by the vote or written consent of two-thirds (2/3) of the Fee Members serving at the time of the proposed removal. The Fee Members voting or consenting to the removal of a director need not be the same Fee Members who designated the director whose removal is being sought. The Board of Directors may also declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached a duty to the Corporation as provided in the California Nonprofit Corporation Law.

 

Except for a vacancy created by the removal of a director by the Fee Members, vacancies on the Board may be filled by a two-thirds (2/3) vote of the Board of Directors, or if the number of directors then in office is less than a quorum, by a two-thirds (2/3) majority of the remaining directors, or by a sole remaining director.  Each director so elected shall continue in office for the unexpired term of the director whom he or she succeeded and until a successor has been elected and qualified.  No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

 

       Section 8: Removal.  Any director may be removed with or without cause, by a two-thirds (2/3) vote of the entire Board of Directors at a special meeting called for that purpose, or at a regular meeting provided that notice of that meeting and of the removal are given as provided in Section 12 of this Article IV.  A director may be removed without cause by the vote or written consent of two thirds (2/3) of the Fee Members.  The Fee Members voting or consenting in writing to the removal of a director need not be the same Fee Members who designated the director whose removal is being sought.

 

       A special meeting for removal of a director shall also be called should a director perform any of the following actions:

 

              (a) Publicly initiate, publish, disseminate or distribute any intentionally damaging messages on behalf of the Corporation resulting in loss of reputation, membership, and donation of the Corporation;

 

              (b) Abusively use the Corporation’s intellectual property, including, but not limited to membership information, email listings, homepage, forum, meeting minutes and any confidential documents; or

 

              (c) Fails to perform the duties assigned to him or her for two (2) consecutive months without giving written notice to the Board.

 

       At such a special meeting, the director who violated any of the above may be removed by a majority vote of the Board of Directors.  A director may be removed without cause by the vote or written consent of two thirds (2/3) of the Fee Members.  The Fee Members voting or consenting in writing to the removal of a director need not be the same Fee Members who designated the director whose removal is being sought.

 

       Any director who does not attend two (2) consecutive board meetings will automatically be removed from the Board without board resolution unless (a) the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present) or (b) the director suffers from an illness or disability that prevents him or her from attending meetings and the Board by resolution waives the automatic removal procedure of this subsection.

 

       Section 9: Resignations.  Except as provided in this section, any director may resign, by giving written notice to the President, the Secretary or the Board of Directors.  The resignation shall be effective when said notice is given unless it specifies a later time for the resignation to become effective.  If a director's resignation is effective at a future time, the Board of Directors may elect a successor to take office as of the date when the resignation becomes effective.  No director may resign when the corporation would then be left without a duly elected director in charge of its affairs.

 

       Section 10: Regular Meetings.  The Board of Directors shall hold regular annual meetings at a time and place to be determined by the Board of Directors or, in the absence of such determination, as may be designated by the President.  The Board may also hold other general meetings without notice every three (3) months at a time and place to be determined by the Board.

 

       Section 11: Special Meetings.  A special meeting of the Board of Directors may be convened at any time by the Chairman of the Board, if any, the President, the Vice President or the Secretary. 

 

       Section 12: Notice.  Notice of the annual meeting shall be given to each director at least five (5) days prior to such meetings.  Notice of any special meetings of the Board of Directors shall be given to each director at least four (4) days before any such meetings if given by first-class mail or forty-eight (48) hours before any such meeting if given personally or by telephone, telegraph, facsimile transmission or email and shall state the date, place, and time of the meeting.

 

       Whenever written notice is required to be given to any person by statute or these bylaws, it may be given personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or by facsimile transmission (with confirmation of receipt), to his or her address or to the address supplied to the Corporation for the purpose of notice.  If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery.  In the case of facsimile, it shall be deemed given when dispatched or transmitted, as evidenced by a facsimile transmission report.  Any notice pertaining to a meeting shall specify the place, day and hour of the meeting and any other information required by the California Nonprofit Corporation Law or these bylaws.

 

       Section 13: Waiver of Notice.  The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if: (i) a quorum is present; and (ii) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes.  The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

 

       Section 14: Quorum.  A majority of the authorized number of directors shall constitute a quorum, which shall be required for the transaction of any business at any meeting of the Board of Directors.  Every action taken or decision made by a majority of the directors present at a meeting shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law.  A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

 

       Section 15. Adjournment.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time or place.  If the meeting is adjourned for more than twenty-four (24) hours, written notice of any adjournment to another time or place shall be given prior to the adjourned meeting to the directors who were not present at the time of the adjournment.

 

       Section 16: Proxies.  Proxies are prohibited at any annual or special meeting of the Board of Directors for any director entitled to vote who is not present.

 

       Section 17: Action Without a Meeting.  Any action that the Board is required or permitted to take may be taken without a meeting, if two thirds of members of the Board who consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

 

       Section 18: Telephone Meetings.  Directors may participate in a meeting through use of conference telephones or similar communications equipment so long as all directors participating in such a meeting can hear one another.  Participation in a meeting pursuant to this Section constitutes presence in person at such meeting.

 

       Section 19: Fees and Compensation of Directors.  Directors and members of committees of the Board may receive such compensation, if any, for their services as directors or officers, and such reimbursement of expenses as may be determined by the Board of Directors to be just and reasonable at the time that the resolution is adopted.

 

ARTICLE V

 

COMMITTEES

 

       Section 1: Committees of Directors Empowered with Board Authority.  The Board of Directors may, by resolution adopted by a majority of the directors in office, establish one or more committees, each consisting of two or more directors of the Corporation.  Any such committee, to the extent expressly provided by resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors, except no such committee, regardless of Board resolution, may:

 

              (a) Fill vacancies on the Board of Directors or in any committee which has the authority of the Board;

 

              (b) Adopt, amend or repeal the articles of incorporation or these bylaws;

 

              (c) Fix compensation of the directors for serving on the Board or on any committee;

 

              (d) Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

 

              (e) Create any other committees of the Board of Directors or appoint the members of those committees;

 

              (f) Expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected; and

 

              (g) With respect to any assets held in charitable trust, approve any contract or transaction between the Corporation and one or more of its directors or between the Corporation and any entity in which one or more of its directors have a material financial interest, subject to the approval provisions of Corporations Code section 5233(d)(3).  The term "material financial interest" as used in this Section does not include funds contributed to the Corporation by a director for use by the Corporation for its charitable purposes.

 

       Section 2: Meetings and Action of Committees.  Meetings and actions of committees of the Board shall be governed by, held and taken under the provisions of these bylaws concerning meetings and other Board actions, except that the time for annual meetings of such committees and the calling of special meetings of such committees may be set either by Board resolution or, if none, by resolution of the committee.  Minutes of each meeting shall be kept and shall be filed with the corporate records.  The Board of Directors may adopt rules for the governance of any committee as long as the rules are not inconsistent with the provisions of these bylaws.  If the Board has not adopted rules, the committee may do so.

 

Section 3: Other Committees Formed by the Board. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more committees, each consisting of two or more persons.  Any such committee shall have the power designated by the Board.  Any such committee shall serve at the pleasure of the Board and shall make an annual report to the Board at the annual meeting of the Board and such actions as stated in the annual report shall be approved and ratified by the Board at the Board's reasonable discretion.

 

ARTICLE VI

 

OFFICERS

 

       Section 1: Officers.  The Corporation shall have a president, a secretary, a chief financial officer, and such other officers with such titles and duties as may be prescribed from time to time by the Board of Directors or the bylaws.  The Corporation may also have, at the discretion of the Board of Directors, a chairman of the Board.  Any number of offices may be held by the same person.

 

       Section 2: Election and Term.  The officers of the Corporation shall be chosen by the Board of Directors by a two-thirds majority, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.  The elected officers shall each serve for a term of one year or until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. 

 

       Section 3: Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors. The resignation shall be effective upon receipt by the Board or at such subsequent time as may be specified in the notice of resignation or pursuant to any written agreement.

 

       Section 4: Removal of Officers and Agents.  Subject to the rights, if any, of an officer under any written contract of employment, the Board of Directors may remove any officer by a two thirds majority with or without cause.

 

       Section: 5: Vacancies.  A vacancy in any elected office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in these bylaws for regular appointments to that office; provided, however, that vacancy need not be filled on an annual basis.

 

       Section 6: Chairman of the Board.  If a Chairman of the Board of Directors is elected, he or she shall preside at meetings of the Board of Directors and shall exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these bylaws.  If there is no president, the Chairman of the Board shall, in addition, be chief executive officer of the Corporation and shall have the powers and duties of the president of the Corporation as set forth in these bylaws.

 

      Section 7: President.  Subject to such supervisory powers as the Board may give to the Chairman of the Board, if any, and subject to the control of the Board, the president shall be the general manager of the Corporation and shall supervise, direct and control the Corporation's activities, affairs and officers.  The president shall preside at all meetings of the Members and at all Board meetings. 

 

       The president shall preside over an Executive Committee.  The Executive Committee shall consist of a total number of members as determined by the Board.  The president shall nominate individuals to serve as members of this Executive Committee.  The Board shall evaluate the qualifications of such nominees and shall either approve or disapprove of each nominee.  Upon approval, the nominee shall serve on the Executive Committee for a term to be determined by the Board.  Upon disapproval, the president shall nominate a new individual for approval by the Board. 

 

       The president shall have the power to remove members of the Executive Committee by nominating them for removal.  Such nomination must be approved by the Board of Directors to be effective.

      

       The president shall have such other powers and duties as the Board or the bylaws may require.

 

       Section 8: Vice Presidents.  In the absence or disability of the president, the vice presidents, if any, shall perform all the duties of the president.  When so acting, a vice president shall have all the powers of and be subject to all the restrictions on, the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the bylaws, and the president, or the Chairman of the Board.

 

       Section 9: Secretary.  The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and of the Members.  The minutes shall include the time and place that the meeting was held; whether the meeting was annual or special, and, if special, how authorized; the notice given; and the names of those present at the meetings.

 

       The secretary shall keep or cause to be kept, at the principle California office, a copy of the articles of incorporation and bylaws, as amended to date.

 

       The secretary shall give, or cause to be given, notice of all meetings and actions of the Board of Directors and of committees of directors required by the bylaws or by law to be given.  The secretary shall keep the seal of the Corporation if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the bylaws.

 

       Section 10: Chief Financial Officer.  The chief financial 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 financial officer shall send or cause to be given to the members, if any, 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 financial officer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate; (ii) disburse the Corporation's funds as the Board may offer; (iii) render to the president, Chairman of the Board, if any, and the Board, when requested, an account of all transactions as chief financial officer and of the financial conditions of the Corporation, and (iv) have such other powers and perform such other duties as the Board or the bylaws may require.

 

ARTICLE VII

 

CONTRACTS WITH DIRECTORS AND LOANS TO DIRECTORS

 

       Section 1: 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:

 

              (a) the material facts as to the transaction and such director’s interest are fully disclosed or known to the members and such contract or transaction is approved by the members in good faith, with any membership owned by any interested director not being entitled to vote thereon; or

 

              (b) the material facts regarding such 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 are noted in the minutes or are known to all board members before consideration  by the board of such contract or transaction, and 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 vote of the interested director.

 

       Section 2: Loans to Directors.  This Corporation shall not lend any money or property to or guarantee the obligation of any director or officer unless:

 

(a) the Board decides that the loan or guaranty may reasonably be expected to benefit the Corporation, and

 

(b) before consummating the transaction or any part of it, the loan or guaranty is approved by the vote of a majority of the directors then in office, without counting the vote of the director who is to receive the loan or guaranty. 

 

However, the Corporation may advance money to a director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the Corporation.

 

 

 

 

ARTICLE VIII

 

INDEMNIFICATION OF DIRECTORS, OFFICERS AND

OTHER AUTHORIZED REPRESENTATIVES

 

            Section 1: Indemnification.  To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in Corporations Code section 7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlement, 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 Article IX, 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 section 7237(b) or section 7237(c), the Board shall promptly decide under Corporations Code section 7237(e) whether the applicable standard of conduct set forth in Corporations Code section 7237(b) or section 7237(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, if any.  At that meeting, the members shall determine under Corporations Code section 7237(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

 

            Section 2: Contractual Rights of Non-directors and Non-officers.  Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this Corporation, or any subsidiary hereof, may be entitled by contract or otherwise.

 

            Section 3: Insurance.  This Corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the fullest 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.

 

ARTICLE IX

 

RECORDS AND REPORTS

 

            Section 1: Maintenance of Corporate Records.  The Corporation shall keep:

 

(a) Adequate and correct books and records of account; and

 

                        (b) Minutes in written form of the proceedings of its Board of Directors, committees of the Board of Directors and its Members.  All such records shall be kept at the Corporation’s principal executive office.

 

            Section 2: Inspection by Directors.  Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiaries, if any.  This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

 

            Section 3: Annual Report.  The Board shall cause an annual report to be prepared within one hundred twenty (120) days after the end of the Corporation's fiscal year.  That report shall contain the following information, in appropriate detail:

 

                        (a) A balance sheet as of the end of the fiscal year, an income statement, and statement of changes in financial position for the fiscal year, accompanied by an independent accountants’ report or, if none, by the certificate of an authorized officer of the Corporation that they were prepared without audit from the Corporation’s books and records; 

 

                        (b) A statement of the place where the names and addresses of current members are located; and

 

              (c) Any information required by Section 4 of this Article X.

 

            This requirement of an annual report shall not apply if the Corporation receives less than $10,000 in gross revenues and receipts during the fiscal year. 

 

            Section 4: Annual Statement of Certain Transactions and Indemnifications.  As part of the annual report, or as a separate document if no annual report is issued, the Corporation shall within one hundred twenty (120) days after the close of the Corporation’s fiscal year, prepare and furnish to its directors a statement of the amount and circumstances of any transaction or indemnification of the following kind:

 

              (a) Any transactions during the fiscal year in which the Corporation or its subsidiary was a party, and in which any director or officer of the Corporation or its subsidiaries had a direct or indirect financial interest (a mere common directorship shall not be considered such an interest and contributions by a director or officer to the corporation for its charitable purposes shall not be considered such an interest), if such transaction involved more than $50,000, or was one of a number of transactions with the same person which in the aggregate involved more than $50,000; and

 

              (b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the Corporation pursuant to Article IX hereof, unless such indemnification has already been approved by the Board of Directors.

 

ARTICLE X

 

AMENDMENTS

 

       These bylaws may be amended, repealed or altered in whole or in part by a two thirds majority vote of the Board of Directors of the Corporation.

 

ARTICLE XI

 

CONSTRUCTION AND DEFINITIONS

 

       Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws.  Without limiting the generality of the 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.

 

 

 

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