Restated Bylaws of the
NORTHERN CALIFORNIA RECYCLING ASSOCIATION
A California Nonprofit Mutual Benefit Corporation
effective November 15, 2018
The name of this corporation shall be Northern California Recycling Association.
SECTION 1. PRINCIPAL OFFICE
The corporation does not maintain a fixed principal office though the Board has the power to fix such office. The corporation’s mailing address shall be P.O.Box 5581, Berkeley, Ca 94705, or such other address as the Board may direct from time to time.”
SECTION 2. OTHER OFFICES
Branch offices (herein called Chapters”) may be established at any time by the Board at any place or places, upon written application by 25 or more members living in a geographically convenient area who desire to actively participate in such proposed Chapter. The Board may also establish subordinate offices (herein called “Offices”) at any place or places to carry on certain limited activities on behalf of the corporation. Such Chapters and Offices shall have the powers and duties provided hereinafter in Article XII.
The corporation may terminate the affiliation of a Chapter or Office for nonpayment of fees of these Bylaws or for actions which the Board shall deem inimical to the best interest of the corporation.
PURPOSE, PRINCIPLES, POLICIES AND OBJECTIVES
SECTION 1. PURPOSE
The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the California Nonprofit Mutual Benefit Corporation Law. Notwithstanding any other provisions herein or in this corporation’s articles of incorporation, this corporation shall not engage in any activities or exercise any powers which would prevent it from qualifying as an “exempt organization” under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
The overall purpose of this organization shall be to promote waste reduction, reuse, recycling, salvaging, and composting as vital tools for resource and energy conservation and as cost-effective, environmentally-sound methods of disposing of discarded materials.
As a means to this end, this organization shall encourage member businesses, governmental entities, and individuals to exchange information freely; shall promote sound and ethical business practices in the field of recycling; and shall develop programs to help obtain or secure the land, labor, capital, and contracts necessary for members to operate as recyclers.
SECTION 2. PRINCIPLES
The principles upon which this corporation is founded, are set forth below:
Reduce, Reuse, Recycle. The most economical and conservative approach to handling discarded materials is first to reduce their generation as much as possible; next to reuse them as much as possible; and finally to recycle them as much as possible, including by composting.
Responsibility. Local governments must accept responsibility for achieving maximum reduction, reuse, and recycling of the community’s discards, whether through public or private mechanisms. This responsibility should be exercised through community-wide planning entities that broadly represent the major interest groups active in the disposal field. These groups may include landfill and transfer station operators; nonprofit and for-profit recycling entities; collection service providers; educational and political organizations; local governments; and manufacturers who use recycled feedstocks.
Planning Hierarchy and Content. State, county, and city plans should require maximum waste reduction, reuse, recycling, salvaging, and composting before allowing discarded materials to be committed to landfilling or incineration. These plans should require composition studies of the entire discard supply to gather the data necessary to plan for maximum recycling.
Financing. Reducing, reusing, and recycling deserve adequate capitalization and operating funds through user fees and any funding mechanisms available to other collection and disposal methods.
SECTION 3. POLICIES
Membership in this organization does not imply that every member accepts all policies of the organization; however, people who join understand that the following are standing policies of the organization, supported by the majority of the members:
Scope. Within five years of beginning a comprehensive program, most communities can dispose of from 40% to 75% of their discarded materials using currently available reuse and recycling technologies.
Categories. Practical recycling technologies exist for twelve master categories of recyclable material, which together constitute everything that is now landfilled as mixed garbage and trash. These categories are: paper; plant debris; wood; putrescibles; soils; ceramics; metals; glass; plastics; textiles; chemicals; and reusable goods. Composition studies and recycling-rate calculations should systematically measure the relative proportion of these materials that are being landfilled or recycled at any given time. Recycling systems should be called comprehensive only if they include methods for handling all twelve of the recyclable categories.
Methods. Collection methods now proven cost-effective on a large scale include: curbside collection of residential and commercial discards; buyback centers; dropoff centers; materials recovery facilities; and salvage. Proven processing methods include source-separation, handsorting, dismantling, repairing, shredding, crushing, screening, baling, magnetically separating, and composting.
Market Development. Tax credits, content standards, zoning preferences, and government procurement requirements are effective ways to stimulate manufacturers to use more recovered materials.
Burning. Burning mixed municipal wastes is the least environmentally sound and most wasteful method of handling discarded materials.
Product Charges. Container deposits, advance disposal fees, and other product charges are effective ways to reduce waste and litter, and to responsibly pay the disposal cost of some manufactured goods.
Funding. Collection and disposal fees should provide adequate funding for recycling, salvaging, and composting. Recyclers should be allowed and encouraged to charge disposal fees as needed to support their operations.
Source Separation. Source separation of discarded materials should be encouraged by variable rate structures, required by ordinances, or both.
SECTION 4. OBJECTIVES
To accomplish its purpose according to its principles and policies, the corporation has established the following programs:
Advocacy. The organization will encourage communities to incorporate waste reduction, reuse, recycling, salvaging, and composting as the principle part of their discard management systems; will encourage long-range policies that facilitate recycling; and will oppose policies that inhibit recycling.
If a Board member desires that NCRA publish a letter on its letterhead to take a support or oppose position on a matter pending before a governmental body, or a candidate for public office, or otherwise to be published, the following procedure shall be used:
- The matter should be submitted to the Board for approval at a regularly scheduled meeting; or
- The Board member may write a draft letter and obtain the consent of one other Board member to co-author or approve the letter. Once two Board members agree to the language and recipient of the draft letter, the draft letter shall be circulated to all Board members by email, with a notice that the letter will be published unless at least two Board members object within 48 hours of sending the email including the draft letter. Unless at least two Board members object within this 48 hour period, the letter may be signed and sent on NCRA letterhead. If two or more Board members object within the 48 hours, then the draft letter will not be sent on NCRA letterhead unless and until approved by the Board at a regularly scheduled meeting.
Education. The organization will carry on programs to exchange information among recyclers; to provide information to decision-makers about recycling; and to provide information to the public about recycling and its capabilities.
Research and Development. The organization will periodically publish information documenting the progress and potential of recycling technologies and programs; will assist other individuals or groups in complementary projects; and will help communities and other groups develop programs.
Chapters. When the number of members living in a geographically convenient area reaches 25, they may apply collectively for recognition as a chapter. The primary purpose of chapters shall be to provide a way for members to meet regularly to discuss matters of mutual concern. Once recognized, chapters will be expected to govern their conduct by reference to these bylaws.
SECTION 1. QUALIFICATIONS
Any person eighteen years of age or older, of good character, dedicated to the purposes of this corporation, shall be eligible for membership upon acceptance of his or her application by the board of directors and payment of such dues and initiation fees as may from time to time be fixed by the board of directors.
SECTION 2. FEES, DUES, AND ASSESSMENTS
Each member in good standing must pay, within the time and on the conditions set by the board of directors, the initiation fees and annual dues in amounts to be fixed from time to time by the board of directors. The dues and fees shall be equal for all members. However, in the event this corporation establishes individual charters of this corporation or various classes of membership, the board of directors may, at its discretion, set different fees and dues for each such charter or class, provided that initiation fees and annual fees are the same for each member within any class or charter.
SECTION 3. TERMINATION OF MEMBERSHIP
(a) Causes of termination. The membership of any regular member shall terminate upon occurrence of any of the following events:
- The resignation of the member.
- Expiration of the period of membership, unless the member sooner renews for a subsequent period, on the renewal terms set by the board of directors.
- The determination by the board of directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the interests of the corporation.
(b) Procedure for Expulsion. Following the determination that a member should be
expelled under subparagraph (iii) above, the corporation must follow the expulsion procedure mandated by California Corporation Code § 7341.
SECTION 4. TRANSFER OF MEMBERSHIPS
No member may transfer for value a membership or any right arising from membership, and all rights of membership cease on the member’s death or dissolution. Notwithstanding the foregoing, in the event a business entity is a member, and such entity is represented by one of its employees, officers, directors or partners such member may from time to time, by written notice to this corporation, designate another employee, officer, director or partner as its representative.
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETING
Meetings of the membership shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, members’ meetings shall be held at the El Cerrito Senior Center, 6500 Stockton Street, El Cerrito, CA 94530.
SECTION 2. ANNUAL MEETING
The annual meeting of members shall be held on the third Thursday of April each year, unless the board of directors fixes another date and so notifies the members as provided in Section 4 of this Article V. If the scheduled date falls upon a legal holiday, the meeting shall be held the next business day.
SECTION 3. SPECIAL MEETING
- Authorized persons who may call. A special meeting of the members may be called at any time by any of the following: The board of directors, the president, or five percent or more of the members.
- Calling meetings by members. If a special meeting is called by members other than the president, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic, electronic mail, or other facsimile transmission to the chairman of the board, the president, any vice-president, or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of Section 4 of this Article V, that a meeting will be held, and the date for such meeting, which date shall not be less than 35 nor more than 90 days following the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of members may be held when the meeting is called by action of the board of directors.
SECTION 4. NOTICE OF MEMBERS’ MEETINGS
(a) General notice contents. All notices of meetings of members shall be sent or otherwise given in accordance with subsection (c) of this section of this Article V not less than 10 nor more than 90 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the members.
(b) Notice of certain agenda items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
- Removing a director without cause;
- Filling vacancies on the board of directors by the members;
- Amending the articles of incorporation;
- Approving a contract or transaction in which a director has a material financial interest;
- Approving a plan of distribution of assets, other than cash, in liquidation when the corporation has more than one class of memberships outstanding.
(c) Manner of giving notice. Notice of any meeting of members shall be given either personally or by first-class mail, telegraphic, electronic mail, or other written communication, charges prepaid, addressed to each member either at the address of that member appearing on the books of the corporation or the address given by the member to the corporation for the purpose of notice. If no address appears on the corporation’s books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or (ii) notice is published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or set by telegram or other means of written communication.
(d) Affidavit of mailing notice. An affidavit of the mailing or other means of giving any notice of any members’ meeting may be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and if so executed, shall be filed and maintained in the minute book of the corporation.
SECTION 5. QUORUM
(a) Percentage required. Twenty percent of the members shall constitute a quorum for the transaction of business at a meeting of the members.
(b) Loss of quorum. The members present at a duly called or duly 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 members required to constitute a quorum.
SECTION 6. ADJOURNED MEETING
Any members’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting; but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in this Article.
SECTION 7. VOTING
- Eligibility to vote. Persons entitled to vote at any meeting of members shall be regular members as of the date determined in accordance with Section 10 of this Article V, subject to the provisions of the California Nonprofit Corporation Law.
- Manner of casting votes. Voting may be by voice or ballot, provided that any election of directors must be by ballot if demanded by any member before the voting begins.
- Only majority of members represented at meeting required, unless otherwise specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than the election of directors) shall be the act of the members, unless a vote of greater number or voting by classes is required by California Nonprofit Corporation Law or by the articles of incorporation.
SECTION 8. WAIVER OF NOTICE OR CONSENT BY ABSENT MEMBERS
- Written waiver of consent. The transactions of any meeting of members, either annual or special, however called or notice, and wherever held, shall be valid as though taken at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each person entitled to vote, who was not present signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 4(b) of Article V, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
- Waiver by attendance. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.
SECTION 9. ACTION BY WRITTEN CONSENT WITHOUT A MEETING
- General. Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice upon compliance with the provisions of this section.
- Solicitation of written ballots. The corporation shall distribute one written ballot to each member entitled to vote; such ballots shall be mailed or delivered in the manner required by Section 4 of this Article V for giving notice of special meetings. All solicitations of votes by ballot shall: (1) indicate the number of responses needed to meet the quorum requirement; (2) state the percentage of approvals necessary to pass the measure(s); and (3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall: (1) set forth the proposed action; and (2) provide the members an opportunity to specify approval or disapproval of each proposal, if more than one proposal is set forth.
- Quorum; majority. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within the time specified 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.
- Revocation. No written ballot may be revoked after delivery to the corporation or deposit in the mails, whichever first occurs.
- Filing. All such written ballots shall be filed with the secretary of the corporation and maintained in the corporate records.
- Effect of non-compliance. Failure to comply with this section shall not invalidate any corporate action taken, but may be the basis for challenging any written ballot, and any member may petition the Superior Court of California to compel compliance with the provisions of the Law.
SECTION 10. RECORD DATE FOR MEMBER NOTICE, VOTING, AND GIVING CONSENTS
AND OTHER ACTIONS
- To be determined by the board of directors. For the purposes of determining which members are entitled to receive notice of any meeting, to vote, to give consent to corporate action without a meeting, or to take any other action, the board of directors may fix, in advance, a “record date,” which shall not be more than 60 nor fewer than 10 days before the date of any such meeting, nor more than 60 days before any such action without a meeting. Only members of record on the date so fixed are entitled to notice, to vote, to give consents, or take other action, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record date, except as otherwise provided in the articles of incorporation, by agreement, or in the California Nonprofit Corporation Law.
- Failure of board to determine date.
(i) Record date for notices or voting. Unless fixed by the board of directors, the record date for determining those members entitled to receive notice of, or to vote at, a meeting of members, shall be the next business day preceding the day on which notice is given, or, if the notice is waived, the next business day preceding the day on which the meeting is held.
- Record date for written consent to action without meeting. Unless fixed by the board, the record date for determining those members entitled to vote by ballot on corporate action without a meeting, when no prior action by the board has been taken, shall be the day on which the first written ballot is mailed or solicited. When prior action of the board has been taken, it shall be the day on which the board adopts the resolution relating to that action.
- Record date for other actions. Unless fixed by the board, the record date for determining those members entitled to take any other action shall be the date the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.
- “Record date” means as of close of business. For purposes of this paragraph (b), a person holding membership as of the close of business on the record date shall be deemed the member of record.
SECTION 11. VOTING OF CLASSES
Each member shall be entitled to cast one vote on all matters submitted to a vote of the members.
ELECTION OF DIRECTORS
SECTION 1. NOMINATIONS AND SOLICITATIONS FOR VOTES
- Nominating committee. The chairman of the board, or the president if there is no chairman, shall appoint a committee to select qualified candidates for election to the board of directors on or before the third Tuesday of October each year.
- The report of the nominating committee shall be reported in the next published NCRA News (or other periodical then in use) along with a solicitation to the members that they may add nominees to the ballot and notice that a specific deadline at least 10 days prior to the commencement of balloting, which shall be November 15 of each calendar year unless the Board determines otherwise, consistent with these bylaws. Balloting shall be conducted in accordance with subsection (c).
- The election shall be conducted by email in a manner that reasonably assures that only active NCRA members can vote and that only one vote can be cast for each member. Balloting shall be held open for not less than 14 days
- The election shall be conducted by email in a manner that reasonably assures that only active NCRA members can vote and that only one vote can be cast for each member. Balloting shall be held open for not less than 14 days
SECTION 2. VOTE REQUIRED TO ELECT DIRECTOR Candidates receiving the highest number of votes shall be elected as directors. In the case where there are multiple vacant seats that are up for election, those receiving the highest votes up to the number of open seats shall be elected. In case of a tie for the last open seat in the election, there will be a runoff pursuant to rules then established by the Board. As an example, if there are 4 open seats and 7 candidates and there is a tie for who has the fourth most votes, a tie will be declared
SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS
Commencing with, and including, the January 1996 election of directors by the members of the corporation, five (5) directors shall be elected in each odd-numbered year, and six (6) directors shall be elected in each even-numbered year. Each director shall be elected to hold office for a two-year term and until his or her successor has been duly elected and qualified. In order to facilitate the transition to the foregoing election structure, at the first meeting of the board of directors of this corporation after the January 1995 election, the board shall select, in a manner agreed upon by the board, six (6) of its members who will serve one (1) year terms (until the 1996 election) and five (5) of its members who will serve two (2) year terms (until the 1997 election). If the number of total directors of this corporation changes, the number of directors who will be elected in odd-numbered and even-numbered years will be adjusted to make such numbers as nearly equal as possible.
SECTION 1. POWERS
- General corporate powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the members, 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.
- Specific powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:
- Select and remove all officers, agents and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation.
- 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; and designate any place within or outside the State of California for the holding of any members’ meeting or meetings, including annual meetings.
- Adopt, make, and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.
- 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.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
Number of Directors. The authorized number of directors shall be not less than seven (7) nor more than fifteen (15) until changed by a duly adopted amendment of the Articles of Incorporation or by an amendment of this Section duly adopted by the vote or written consent of a majority of the members entitled to vote on such amendment. Subject to the foregoing provisions for changing the exact number of directors, the number of directors of the corporation shall be eleven (11). Directors need not be residents of the State of California. To be qualified to serve as a member of the Board of Directors, such member must be a NCRA member in good standing. To be qualified to serve as a member of the Board of Directors, such member must be a NCRA member in good standing. No one may be a candidate for election to the Board unless they are a member in good standing
SECTION 3. ELECTION AND TERM OF THE OFFICE OF DIRECTORS
Directors shall be elected at every other annual meeting of the members to hold office until the second following annual meeting; however, if any such annual meeting is not held or the directors are not elected at any such annual meeting, they may be elected at any special members’ meeting held for that purpose. Each director, including a director elected to fill a vacancy or elected at a special members’ meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
SECTION 4. VACANCIES
(a) Events causing vacancy. A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any
director; (ii) the declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Corp C 7230 and following of the California Nonprofit Corporation Law; (iii) the vote of the members to remove a director. (Where the vote is by written ballot, a director may not be removed if the votes cast against removal, or not consenting thereto, would be sufficient to elect such director, as in the case of voting at a meeting, above.) (iv) the increase of the authorized number of directors; (v) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting; or (vi) If the Board determines by majority vote to remove a Director for the failure of such Director to attend at least three out of any six consecutive meetings of the board of directors and/or members.” (vii): the failure of a Director to obtain or maintain a permanent email address following not less than 30 days notice, telephonic or otherwise, to such Director that a vacancy will be declared for their seat at the next Board meeting after the end of such 30 day period unless such Director obtains, prior to the end of the 30 day period, a permanent email address..
- Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office as of the date when resignation becomes effective.
- Vacancies filled by members. The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written
consent shall require the consent of a majority of the voting power.
- No vacancy on reduction of number of directors. 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 5. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such designation, regular meetings shall be held at El Cerrito Senior Center, 6500 Stockton Street, El Cerrito, CA 94530. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 5, a regular or special meeting of the board of directors may be held at any place consented to in writing by all board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.
SECTION 6. ANNUAL MEETING
Immediately following each annual meeting of members, the board of directors shall schedule a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of this meeting shall not be required.
SECTION 7. OTHER REGULAR MEETINGS
Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.
SECTION 8. SPECIAL MEETINGS
- Authority to call. Special meetings of the board of directors for any purpose may be
called at any time by the chairman of the board or the president, or any vice president, the
secretary, or any two directors.
- Manner of giving. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail, postage prepaid; (c) by telephone communication, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director; (d) by telegram, charges prepaid; or by telegraphic, electronic mail, or other facsimile transmission. All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the corporation.
- Time requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
- Notice contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting, or the place of the meeting, if it is to be held at the principal executive office of the corporation.
SECTION 9. QUORUM
A majority of the (e.g. 6 out of 11 directors in office) number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article VII. 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 shall be regarded as the act of the board of directors, subject to the provisions of the California Nonprofit Corporation Laws, especially those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors. 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 that meeting.
SECTION 10. 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 (a) a quorum is present, and (b) 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 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 11. ADJOURNMENT
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
SECTION 12. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
SECTION 13. ACTION WITHOUT 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 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 14. FEES AND COMPENSATION OF DIRECTORS
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.
SECTION 15. MEMBERSHIP VOTES ON BOARD ITEMS
(a) Membership voting at board meetings. When the date and location of a meeting of the members and a meeting of the board of directors coincide, any action on items from the board of directors meeting agenda shall not be voted on by the board of directors exclusively and shall instead be voted on by members in the manner described in Article V, Section 7 as if the agenda item was part of the meeting of members, provided there is a quorum of members, except as follows:
- Administrative matters. The president or chairman of the board if such office exists may, with the consent of the board of directors, exempt items that he or she determines are administrative in nature, including but not limited to setting future board of directors meetings and deciding future board of directors agenda items.
- Lack of quorum. If a quorum of members is not present, business of the board of directors shall transact as at a regular board of directors meeting.
(b) Advisory votes allowed. Nothing in this section shall prevent the board of directors, at any board of directors meeting, from seeking an advisory vote of the members who are present. Advisor votes shall not be binding on the board of directors, and shall be recorded in the minutes of the meeting
SECTION 1. COMMITTEES OF DIRECTORS
The board of directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
- take any final action on matters which, under the Nonprofit Corporation Law of California, also requires members’ approval or approval of the majority of all the members;
- fill vacancies on the board of directors or in any committee which has the authority of the board;
- fix compensation of the directors for serving on the board or on any committee;
- amend or repeal bylaws or adopt new bylaws;
- amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;
- appoint any other committees of the board of directors or the members of these committees;
- expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected;
- approve any transaction (1) to which the corporation is a party and one or more directors have a material financial interest; or (2) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article XIII of these bylaws, concerning meetings of directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaw
SECTION 1. OFFICERS
The officers of the corporation shall be a president, a secretary, a treasurer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IX. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as either the president or the chairman of the board.
SECTION 2. ELECTION OF OFFICERS
The officers of the corporation, except those appointed in accordance with the provisions of Section 3 of this Article IX, shall be chosen by the board of directors, and each shall serve a one year term. Notwithstanding the foregoing, each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.
SECTION 3. SUBORDINATE OFFICERS
The board of directors may appoint, and may authorize the chairman of the board or the president or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined from time to time by the board of directors.
SECTION 4. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by an officer on whom such power of removal may be conferred by the board of directors.
SECTION 5. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
SECTION 6. VACANCIES IN OFFICES
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office.
SECTION 7. RESPONSIBILITIES OF OFFICERS
(a) Chairman of the board. If such an officer be elected, the chairman of the board shall preside at meetings of the board of directors and 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 the bylaws. If there is no president, the chairman of the board shall, in addition, be the chief executive officer of the corporation and shall have the powers and duties prescribed in paragraph (b), below.
(b) President. Subject to such supervisory powers as may be given by the board of directors to the chairman of the board, if any, the president shall, subject to the control of the board of directors, (i) generally supervise, direct, and control the business and the officers of the corporation; (ii) prepare and disseminate the agenda for meetings of the members and of the board of directors; (iii) preside at all meetings of the members and of the board of directors;
(iv) represent or designate a representative for this corporation at meetings with other organizations; (v) approve all official correspondence from this corporation; and (vi) prepare and submit to the board of directors an annual budget for the corporation. He shall have such other powers and duties as may be prescribed by the board of directors from time to time.
(c) Vice presidents. In the absence or disability of the president, the vice president’s, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have the powers of, and be subject to all the restrictions upon, the president. The vice president of highest rank, or if no such ranking exists, a vice president designated by the board of directors shall act as program chairman for meetings of the membership. The vice presidents shall have such other powers and perform such other duties as may be prescribed from time to time by the board of directors, the chairman of the board or the president.
(d) Secretary. The secretary shall attend to the following:
- Book of minutes. 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 members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at members’ meetings, and the proceedings of such meetings. The secretary shall act as, or appoint, a parliamentarian for meetings of the members and of the board of directors.
- Membership records. The secretary shall keep, or cause to be kept, at the principal executive office, as determined by resolution of the board of directors, a record of the corporation’s members, showing the names of all members, their addresses, and the class of membership held by each.
- Notices, seal and other duties. The secretary shall give, or cause to be given, notice of all meetings of the members and of the board of directors required by the bylaws to be given. He shall keep the seal of the corporation in safe custody. He shall have such other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.
(e) Treasurer. The treasurer shall attend to the following:
- Books of account. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times. The treasurer shall submit an annual financial report to the members and the board of directors at the annual meetings of the members and of the board of directors.
- Deposit and disbursement of money and valuables. The treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of directors; shall disburse the funds of the corporation as may be ordered by the board of directors; shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the board of directors or the bylaws.
- Bond. If required by the board of directors, the treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of his office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER
SECTION 1. DEFINITIONS
For the purpose of this Article,
- “agent” means any person who is or was a director, officer, employee, advisor or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation;
- “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
- “expenses” includes, without limitation, all attorneys’ fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys’ fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.
SECTION 2. SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification.
SECTION 3. ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATION
Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted related statues by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.
SECTION 4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION
- Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.
- Claims and suits awarded against agent. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
- The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
- With respect to any claim, issue or matter as to which such agent shall have been adjudged to be liable to the corporation in the performance of such agent’s duty to the corporation, the court in which the action was brought must determine, upon application, that, in view of all the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
SECTION 5. DETERMINATION OF AGENT’S GOOD FAITH CONDUCT
The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:
(a) Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he reasonably believed to be
in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.
(b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:
- the board of directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or
- the affirmative vote (or written ballot in accord with Article V, Section 9) of a majority of the votes represented and voting at a duly held meeting of members at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) (with the persons to be indemnified not entitled to vote thereon); or
- the court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this corporation.
SECTION 6. LIMITATIONS
No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5(b)(iii), in any circumstance when it appears:
- That the indemnification or advance would be inconsistent with a provision of the articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
- That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
SECTION 7. ADVANCE OF EXPENSES
Expenses incurred in defending any proceedings may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
SECTION 8. 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 9. INSURANCE
The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.
RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:
- Adequate and correct books and records of account;
- Minutes in written form of the proceedings of its members, board, and committees of the board;
- A record of its members, giving their names and addresses and class of membership held by each.
All such records shall be kept at the corporation’s principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, or as the secretary of this corporation may direct.
SECTION 2. MEMBERS’ INSPECTION RIGHTS
(a) (i) Any member of the corporation may inspect and copy the records of members’ names and addresses and voting rights during usual business hours on five days’ prior written demand on the corporation, stating the purpose for which the inspection rights are requested, or
(ii) obtain from the secretary of the corporation, on written demand and on the tender of the secretary’s usual charges for such a list, if any, a list of names and addresses of members who are entitled to vote for the election of directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the secretary on or before the later of 10 days after the demand is received or the date specified in it as the date by which the list is to be compiled.
(b) Any member of the corporation may inspect the accounting books and records and minutes of the proceedings of the members and the board and committees of the board, at any reasonable time, for a purpose reasonably related to such person’s interest as a member
(c) Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.
SECTION 3. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS
The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the articles and bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the secretary shall, on the written request of any member, furnish to that member a copy of the articles and bylaws as amended to date.
SECTION 4. 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 subsidiary corporations. 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 5. ANNUAL REPORT TO MEMBERS
(a) In the event the Corporation receives $10,000 or more in gross revenue or receipts during the fiscal year or is otherwise required pursuant to the California Nonprofit Corporation Law, the corporation shall notify each member yearly of the member’s right to receive an annual report. In the event such notice is required and upon written request of a member, the board shall promptly cause the most recent annual report to be sent to the requesting member. If required to provide such notice to members, not later than 120 days after the close of the corporation’s’ fiscal year, the board shall cause an annual report to be prepared. Such report shall contain the following information in appropriate detail:
- A balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.
- A statement of the place where the names and addresses of the current members are located.
- Any information required by Section 6 of this Article.
(b) The report required by this Section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
SECTION 6. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS
No later than the time the corporation gives its annual report, if any, to the members, and in any event no later than 120 days after the close of the corporation’s fiscal year, the corporation shall prepare and mail or deliver to each member a statement of the amount and circumstances of any transaction or indemnification of the following kind:
(a) Any transaction(s) in which the corporation, its parent or its subsidiary was a party, and in which either of the following had a direct or indirect financial interest:
- Any director or officer of the corporation, its parent or subsidiary (a mere common directorship shall not be considered such interest); or
- Any holder of more than 10% of the voting power of the corporation, its parent or its subsidiary; if such transaction involved over $50,000, or was one of a number of transactions with the same person involving in the aggregate, over $50,000.
(b) Any loans, guarantees, indemnifications or advances aggregating more than $10,000 paid or made during the fiscal year to any officer or director of the corporation pursuant to Article X hereof, unless such loan, guaranty or indemnification has already been approved by the members pursuant to Section 5(b)(ii) or Article X or such loan or guaranty is not subject to California Corporation Code Section 7235(a).
CHAPTERS AND OFFICES
SECTION 1. ESTABLISHMENT OF CHAPTERS AND OFFICES
The board of directors shall authorize or establish such Chapters and Offices as it shall deem desirable and appropriate in furtherance of the corporation’s purpose and objectives. Each Chapter shall meet the criteria adopted by the board of directors for the establishment of a Chapter and each Office shall meet the criteria adopted by the board of directors for the establishment of an Office, all as in effect from time to time.
SECTION 2. RESPONSIBILITY OF CHAPTERS AND OFFICES
Each Chapter or Office shall be responsible for the planning, implementation, and financing of its programs. Subject to the overall authority of the board of directors, its affairs shall be under the supervision and control of its Board of Advisors.
SECTION 3. CHAPTER AND OFFICE OFFICERS
Each Chapter or Office shall have a Chair of its Board of Advisors, a Recording Secretary, a Treasurer and such other officers as its Board of Advisors may elect or appoint.
SECTION 4. CHAPTER AND OFFICE POLICIES AND PROCEDURES
Each Chapter and Office may adopt Policies and Procedures (which shall be equivalent to local bylaws) for its governance and which among other things shall set the number of members of its Board of Advisors and establish the procedure for their election provided that no provision of such Policies and Procedures shall be inconsistent with the corporation’s Articles of Incorporation, these Bylaws or any applicable laws. Said Policies and Procedures shall also provide for such standing committees as the Chapter or Office Board of Advisors may deem necessary or appropriate including, but not limited to, a Finance Committee to oversee the financial affairs of the Chapter or
Office and a Program Committee which shall be responsible for monitoring and maintaining the quality of the programs conducted by the Chapter or Office. The Recording Secretary of each Chapter and Office shall provide the Secretary of the corporation with a current copy of such Policies and Procedures.
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 above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person.
SECTION 1. AMENDMENT BY MEMBERS
New bylaws may be adopted or these bylaws may be amended or repealed by approval of the members, or by written assent of these persons. However, if the corporation has more than one class of voting members, any amendment or repeal also requires approval by the members of a class if such action would:
- Materially and adversely affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption, or transfer in a manner different than such action affects another class;
- Materially and adversely affect such class as to voting, dissolution redemption, or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
- Increase or decrease the number of memberships authorized for such class;
- Increase the number of memberships authorized for another class;
- Effect an exchange, reclassification or cancellation of all or part of the memberships of such class; or
- Authorize a new class of memberships.
Further, where any provision of these bylaws requires the vote of a larger proportion of the members than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of members. No amendment may extend the term of a director beyond that for which such director was elected.
SECTION 2. AMENDMENT BY DIRECTORS
Subject to the rights of members under Section 1 of this Article XIII and the limitations set forth below, the board of directors may adopt, amend or repeal bylaws. Such power is subject to the following limitations:
(a) The board of directors may amend or repeal a bylaw provision unless such action would:
- Materially and adversely affect the rights of members as to voting, dissolution, redemption or transfer;
- Increase or decrease the number of members authorized in total or for any class;
- Effect an exchange, reclassification or cancellation of all or part of the memberships; or
- Authorize a new class of membership.
(b) The board of directors may not amend a bylaw provision fixing the authorized number of directors of the minimum and maximum number of directors. However, if the articles or bylaws provide for a variable number of directors within specified limits, the directors may, subject to the other limitations of this Section, adopt, amend or repeal a bylaw fixing the exact number of directors within those limits.
(c) If any provision of these bylaws requires the vote of a larger proportion of the directors than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of directors.
(d) The board of directors may not adopt or amend bylaw provisions concerning the following subjects without the approval of the members:
- Any provision increasing the terms of directors;
- Any provision allowing one or more directors to hold office by designation or selection rather than election by the members;
- Any provision giving the board of directors power to fill vacancies on the board created by removal of directors;
- Any provision increasing the quorum for members’ meetings; or
- Any provision repealing, restricting, creating or expanding proxy rights.