SECTION 1. ELIGIBILITY AND NUMBER
(a) Only members who are eligible to vote and are members in good standing of the Club, as set forth in Article 14 of these bylaws, may be nominated and elected to a position of club executive officer or elected a board member.
(b) The corporation board of directors shall have not fewer than five (5) nor more than twelve (12) directors who shall be known collectively as the board of directors. The number of directors shall be fixed within these limits by approval of the board of directors. The maximum number of directors may be changed by amendment of this bylaw, or by repeal of this bylaw and adoption of a new bylaw, as provided in these bylaws. The directors shall include the club president, vice president, secretary and treasurer, who shall be known collectively as the executive officers.
(c) The board of directors shall be elected by the membership of the corporation in the same manner as set forth in these bylaws for the election of the executive officers.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the articles of incorporation and bylaws relating to action required or permitted to be taken or approved by the members 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 of directors.
SECTION 3. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation of this corporation, or by these bylaws.
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all subordinate officers, agents, and employees of the corporation.
(c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly.
(d) Meet at such times and places as required by these bylaws.
(e) Register their addresses, and email addresses if any, with the secretary of the corporation and notices of meetings communicated to them at those addresses shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Each director shall hold office until the next annual member meeting for the election of the board of directors and officers as specified in these bylaws, and until his or her successor is elected and qualifies, or until his/her resignation, death or removal from office.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any other capacity unless such compensation is reasonable and is allowable under the provisions of Section 6 of this Article. Any payments to directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article 10 of these bylaws.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
(a) Notwithstanding any other provision of these bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either:
(1) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, or
(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 any such person.
(b) Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall
(1) fully disclose the nature of the interest and
(2) withdraw from discussion, lobbying, and voting on the matter.
(c) Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
SECTION 7. PLACE OF MEETINGS
(a) Meetings shall be held as provided by the board or at such place within or without the State of California which has been designated from time to time by resolution of the board of directors. In the absence of such designation, any meeting shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the secretary of the corporation or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.
(b) Any meeting, regular or special, may be held by conference telephone, electronic video screen communication, or electronic transmission by and to the corporation. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subdivision constitutes presence in person at that meeting if it complies with Sections 20 and 21 of the General Provisions of the California Corporations Code and all of the following:
(1) Each director participating in the meeting can communicate with all the other directors concurrently;
(2) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and(3) The corporation adopts and implements some means of verifying (a) that all persons participating in the meeting are directors of the corporation or are otherwise entitled to participate in the meeting, and (a) that all actions of, or votes by, the board are taken and cast only by directors and not by persons who are not directors.
SECTION 8. REGULAR AND ANNUAL MEETINGS
The annual meeting of directors shall be held in January of each year as set by resolution of the board at the previous meeting with notice to all members as set forth in Section 10 of this Article.
SECTION 9. SPECIAL MEETINGS
Special meetings of the board of directors may be called by the president, the vice president, the secretary, the treasurer, or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally, by telephone, or by electronic mail. Such notices shall be addressed to each director at his or her address or email address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day, and hour of the meeting. The purpose of any board meeting need not be specified in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present at a meeting which has not been duly called or noticed, signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
(a) A quorum shall consist of a majority of the directors.
(b) Except as otherwise provided in these bylaws or in the articles of incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
(c) When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.
(d) The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the articles of incorporation or bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation or bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233), and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
(a) Meetings of the board of directors shall be presided over by the president of the corporation or, in his or her absence, by the vice president of the corporation or, in the absence of each of these persons, by a chairperson chosen by the president, or if the president has not so chosen, by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
(b) Meetings shall be guided by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the articles of incorporation of this corporation, or with provisions of law, but failure to comply with said rules shall not constitute a grounds for nullification of any action or decision of the Board.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
(a) For the purposes of this Section only, “all members of the board” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law.
(b) Any action required or permitted to be taken by the board of directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent may be delivered by electronic mail (email). In respect to consents delivered by email, the secretary shall authenticate the email by comparing the address of the sender to that email address of the sender kept on file in the official records of the corporation. Such written consent or consents, whether delivered by postal or electronic mail, shall be filed with the minutes of the proceedings of the board.
(c) Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the board of directors without a meeting and that the bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
SECTION 17. VACANCIES
(a) Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.
(b) Notwithstanding the provision for due process upon proceedings for removal as set forth in these bylaws, any member of the board of directors may call for a finding as to whether there is reasonable cause to believe any director or officer of the corporation is not in good standing as set forth in subsection (b) of section 2 of Article 14 of these bylaws. The finding shall be made in the same manner as permitted by these bylaws for any action of the board.
(c) Upon the finding by the board, without notice to or opportunity to be heard by said director or officer, that there is reasonable cause to believe the director or officer is not in good standing, the board may summarily suspend any operational power or any authority held by said director or officer as described in these bylaws, for a period not to exceed 90 days.
(d) The final decision regarding removal, suspension, or other sanction of any director shall be made as set forth in Article 16 of these bylaws.
(e) Any director may resign effective upon giving written notice to the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General of California.
(f) Vacancies on the board may be filled only by the approval of the members.
(g) A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the board of directors or until his or her death, resignation, or removal from office.
SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
(a) To the extent that a person who is, or was, a director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue, or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
(b) If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
(a) The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
SECTION 21. PROHIBITION AGAINST RETALIATION FOR LAWFUL REPORTING
(a) No director, officer, employee, agent or member of the corporation shall knowingly, with the intent to retaliate, take any action harmful to any person, including interference with the lawful employment or livelihood of any person, for providing to a law enforcement officer, any truthful information relating to:
(1) the commission or possible commission of any federal offense, or
(2) dangerous practices, accounting or financial problems, or other illegal, unethical or unsafe conduct in connection with the activities of the corporation.
SECTION 22. COMPLAINTS REGARDING CORPORATE ACTIVITY
(a) Any officer or director of the corporation who receives information regarding activity as described in Section 21 of this Article, (hereafter, “the complaint”), shall bring the matter to the attention of an executive officer of the corporation who shall call a special meeting of the board of directors, excluding any director who may be the subject of the complaint, for the purpose of investigating any issues raised by the complaint.
(b) The recipient of the complaint and the board shall take such steps to ensure the anonymity of the complainant, should they request it, that are consistent with the investigation and resolution of the complaint.
(c) The board shall, upon meeting in regard to the complaint, appoint a committee to investigate and resolve, if possible, the issues raised by the complaint and take such action as shall be warranted by the committee’s findings to eliminate or mitigate the problem, including reporting to civil or criminal authorities when required by law. The complainant shall be advised of the results of the board’s investigation within the limits of the law and the policies and bylaws of the corporation.
(d) The board shall ensure that records of all complaints are maintained in accordance with the corporation’s document retention policy.
(e) The board shall develop and adopt by resolution a written policy describing the means by which the members of the corporation, volunteers, employees, and others, may bring a complaint to the attention of the board. A copy of that policy shall be sent to the members annually with the notice of the corporation’s annual meeting for the election of officers and directors and a copy shall be provided upon the written request of any person.
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