Home
Your Council
Council Auxilliaries
Business Directory
Angwin Facts
Resource Links
Location & Map
© 2004–2009
Angwin Community Council
P.O. Box 747, Angwin, California, 94508 (707) 965–2867
© 2004–2009
Angwin Community Council
These are the changes made to the bylaws at the January 20, 2009 council meeting. Click here to download original PDF.
A California Non-Profit Public Benefit Corporation
[19800\793421.2]
The principal office of this corporation shall be located at ___________________, Angwin, County of Napa, 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; alternatively, this Section may be amended to state the new location.
The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board Directors may, from time to time, designate.
This corporation’s assets are irrevocably dedicated to public and charitable purposes. No part of the net earnings, properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).
This corporation shall have two classes of members, designated as regular and associate. Regular membership is open to any person of voting age who resides in the Angwin Community (Howell Mountain Elementary School District), operates a business or owns property therein. Persons not qualified for regular membership but who are involved in the Angwin community may be associate members. Active members of the Anwin [sic] Volunteer Fire Department and those who make _______ contributiosn to the Fire Department are also considered to be regular members.
Prospective members shall be approved after review of a membership application as approved by the Board.
Regular members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all our substantially all of the corporations’ assets, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.
Associate members do not have any voting rights and may not serve as directors or officers of the corporation.
Each member must pay, within the time and on the conditions set by the board, the dues, fees and assessments in amounts to be fixed from time to time by the board. The dues, fees and assessments shall be equal for all members of each class, but the board may, in its discretion, set different dues, fees and assessments for each class.
Members who have paid the required dues, fees and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.
A membership shall terminate on the occurrence of any of the following events:
If grounds appear to exist for suspending or terminating a member under Section 5 of these bylaws, the following procedure shall be followed:
A general meeting of members shall be held at least annually at such time and place, and on such notice, if any, as the board may determine. Unless elected by written ballot, directors shall be elected at this meeting. Subject to Article III, Sections 8, 9, and 10 of these bylaws, any other business may be transacted at this meeting.
Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given under Article III, Sections 10, 11, and 12 of these bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date and hour of the meeting. For the annual meeting, the notice shall state the matters that the board, at the time notice is given, intends to present for action by the members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.
Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
Notice of any meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member as it appears on the books of the corporation or at the address given by the member to the corporation for purposes of notice. 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) notices [sic] is sent to that member by first-class mail or facsimile or other written communication to the corporation’s principal office or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the secretary, assistant secretary, or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the corporation’s minute book.
20% of the voting power shall constitute a quorum for the transaction of business at any meeting of members. If, however, the attendance at any general or annual meeting, whether in person or by proxy, is less than one third of the voting power, the members may vote only on matters as to which notice of their general nature was given under Article III, Section 9 of these bylaws.
Except as otherwise required by law, the articles, or these bylaws, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn 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.
Voting may be by voice or by ballot, except that any election of directors must be by ballot if demanded before the voting begins by any member at the meeting.
Each member entitled to vote may cast one vote on each matter submitted to a vote of the members.
If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the members unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Public Benefit Corporation law or by the articles of incorporation.
The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after standard call and notice, if (a) a quorum is present either in person or by proxy, and (b) either before or after the meeting, each member entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of the meeting except that, if action is taken or proposed to be taken for approval of any matter specified in Article III, Section 10 of these bylaws, the waiver of notice, consent or approval 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.
A member’s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made that the meeting.
Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be filed with the minutes of the meeting. The action by written consent shall have the same force and effect as a unanimous vote of the members.
Any action that regular members may take at any meeting of the members may also be taken without a meeting by complying with Sections 20 and 21 of these bylaws.
This corporation shall distribute one written ballot to each member entitled to vote on the matter. The ballots shall be mailed or delivered in the manner required by Article IV, Section 4 of these bylaws. All solicitations of votes by written ballot shall (a) state the number of responses needed to meet the quorum requirement; (b) states, with respect to ballots other than for election of directors, the percentage of approvals necessary to pass the measure or measures; and (c) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall (a) set forth the proposed action; (b) give the members an opportunity to specify approval or disapproval of each proposal; and (c) provide a reasonable time in which to return the ballot to the corporation.
In any election of directors, a written ballot that a member marks “withhold” or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a director.
Approval by written ballot shall be valid only when (i) the number of votes cast by ballot (including ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
Any members’ meeting, 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, either in person or by proxy. No meeting may be adjourned for more than 45 days. When a members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
The corporation shall have 12 members [sic]. Six of these Directors shall be elected by the members, four shall be appointed by the Directors and two shall consist of the Chief Executive Officer of the Angwin Community Ambulance and the Chief of the Fire Department.
Subject to the provisions of the California Nonprofit Corporation Law (hereinafter the “Nonprofit 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, if any, 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.
It shall be the duty of the Board of Directors to:
The six elected Board members shall each serve serve three year terms, which shall be staggered. Each year, two new one third of the Board members will be elected. Three of the four appointed Board members (other than the Chief Financial Officer) shall each serve three year terms, which shall be staggered. Each year one Board member will be appointed. The Chief Financial Officer shall serve at the will of the Board of Directors and shall be appointed as needed.
The following is the procedure for electing and appointing the Board of Directors:
The Board of Directors may authorize, by resolution, the payment to a director of a reasonable fee for services, and/or the reimbursement or advance of actual and reasonable expenses incurred as a director, including expenses of attending meetings of the Board and Board Committees.
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board of Directors may be interested persons. For purposes of this Section 6, “interested persons” means either:
Meetings of the Board of Directors shall be held at any place within or without the State of California that has been designated from time to time by the Board of Directors. In the absence of designation by the Board, the annual regular meetings shall be held at the principal office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another.
Meetings of the Board of Directors shall be monthly and shall be held on such scheduled dates and at such times and places as the Board shall by resolution determine.
Special meetings of the Board of Directors for any purpose or purposes may be called by the Chairperson of the board, if any, the President, the Vice President, the Secretary or by any 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.
The regular meetings of the Board of Directors shall be held without call or notice on the dates and times fixed by the Board of Directors.
Notice of any special meetings of the Board of Directors shall be given to each Director at least four (4) days’ before any such meeting if given by first class mail or forty-eight (48) hours before any such meeting if notice is delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. 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 who were not present at the time of the adjournment of the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
Notice of meetings shall specify the place, day and hour of the meeting. The purpose of any Board of Directors meeting need not be specified in the notice.
The transactions of any meeting of the Board of Directors, however called and noticed [sic] 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 signs a waiver of notice, a consent to holding the meeting or an approval of the minutes thereof whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
A quorum shall consist of a majority of the authorized number of directors.
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 of Directors 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.
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 Article IV, Section 10.
The directors present at a duly called and held meeting at which a quorum is initially present may continue to transact 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 number as may be required by law or the Articles of Incorporation or Bylaws of this corporation.
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 Nonprofit 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 5238(e)), require a greater percentage or different voting rules for approval of a matter by the Board of Directors.
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board or, if no such person has been so designated or, in his or her absence, 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 a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
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 of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. For the purposes of this Section 17 [sic] only, “all members of the board” shall not include any “interested director” as defined in Section 5233 of the Nonprofit Corporation Law. Any certificate or other document filed under any provision of law which relates to any 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.
Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment so long as all of the following apply:
A vacancy shall be deemed to exist on the Board in the event that the actual number of directors is less than the authorized number for any reason. Vacancies may be filled by the remaining directors for the unexpired portion of the term.
Resignations shall be effective upon receipt in writing by the President, the Secretary, or the Board of Directors of this corporation, unless a later effective date is specified in the resignation. A majority of the directors then in office may remove any director at any time, with or without cause.
Directors shall not be personally liable for the debts, liabilities or other obligations of the corporation. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
The corporation shall, to the maximum extent permitted by Section 5238 of the Nonprofit Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the corporation. For purposes of this Section, an “agent” of the Corporation includes any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” include but are not limited to attorneys’ fees and any expenses of establishing a right to indemnification under this Section.
Expenses incurred in defending any proceeding shall be advanced by the corporation to the agent prior to the final disposition of such proceeding upon receipt by the corporation of an undertaking by or on behalf of the agent to repay such amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized hereunder.
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 Nonprofit 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 Nonprofit Corporation Law.
The officers of the corporation shall be a President, a Vice-President, a Secretary and a Chief Financial Officer. Any number of offices may be held by the same person except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President of the Board.
Any person may serve as officer of this corporation. The officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve or until his or her successor shall be elected and qualified, whichever occurs first.
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority and perform such duties as may be prescribed from time to time by the Board of Directors.
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section 4 shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the Board of Directors shall determine.
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.
In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these Bylaws or as may be prescribed by the Board of Directors.
The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees, shall supervise and the giving of such notices as may be proper or necessary, shall supervise the keeping of the minute books of this corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds”, the Chief Financial Officer shall supervise the charge and custody of all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of Directors, and the keeping and maintaining of adequate and correct accounts of this corporation’s properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
The Board of Directors is responsible for the administration of the Angwin Fire Department which duties include:
Appointment of the Fire Chief shall be fore three calendar years, or to fill the remainder of an unexpired term. Appointment of the Assistants and Deputies shall be for one calendar year, or to fill and unexpired term. The Chief shall nominate to the Board the names of those he or she wishes to serve as Assistant Chiefs and Deputy Chiefs and the December Board of Directors meeting. All such appointments must have the concurrence of the President and the Vice President for Financial Administration of Pacific Union College.
Fire Department officers, other than the Chief of the Fire Department, may be discharged, upon recommendation of the Chief, by the Board of Directors with the concurrence of the President of the Pacific Union College. The Chief may be discharged by the Board of Directors after a thorough investigation of his ability to perform his duties, with the concurrence of the President of the Pacific Union College. The Napa County Fire Department shall be notified of this action.
All activities of the Angwin Fire Department are to be directed by the Chief of the Fire Department. He or she will keep the Board of Directors informed of problems anticipated or as they develop.
If the Chief of the Fire Department is not an elected member of the Board of Directors, he or she shall be appointed by the Directors to the Board as a voting member. The Chief of the Fire Department is not eligible to serve as President of the Board.
The Board of Directors shall also oversee the operations of the Angwin Community Ambulance.
IF THE CHIEF EXECUTIVE OFFICER OF THE ANGWIN COMMUNITY AMBULANCE IS NOT AN ELECTED MEMBER OF THE BOARD OF DIRECTORS, HE OR SHE SHALL BE APPOINTED BY THE DIRECTORS TO THE BOARD AS A VOTING MEMBER. THE CHIEF EXECUTIVE OFFICER OF THE ANGWIN COMMUNITY AMBULANCE IS NOT ELIGIBLE TO SERVE AS PRESIDENT OF THE BOARD.
The Board of Directors may, by a majority vote of directors then in office, designate two (2) or more of [sic] directors (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:
By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records and report the same to the board from time to time as the board may require.
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the Board of Directors and shall be clearly titled as “advisory” committees.
Meetings and actions of committees shall be governed by, noticed, held and minutes taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions 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 fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Except as otherwise specifically determined by resolution of the Board of Directors or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by any one designated officer of the corporation.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, brokerage houses, savings and loans associations, trust companies or other depositories as the Board of Directors may select.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the charitable purposes of this corporation.
The corporation shall keep at its principal office in the State of California:
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
Any inspection under the provisions of this Article IX may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
The Board of Directors shall cause an annual report to be furnished not later than two hundred and fifteen (215) days after the close of the corporation’s fiscal year to all directors of the corporation and, if this corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
The annual report is not required if the corporation receives less than twenty-five thousand dollars ($25,000) in gross revenues or receipts during the fiscal year.
This corporation shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
Any transaction in which the corporation or its parent or its subsidiary, was a party and in which either of the following had a direct or indirect material financial interest:
- Any director or officer of the corporation or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
- Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000) or which was one of a number of transactions in which the same interested person had a direct or indirect material financial interest, and which transactions, in the aggregate, more than fifty thousand dollars ($50,000).
Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the Nonprofit Corporation Law.
Any statement required by this Section 6 [sic] shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
The fiscal year of the corporation shall end on a date as fixed by the Board of Directors.
Subject to the members’ rights under Article III, Section 2 of these bylaws and the limitations set forth below, the board may adopt, amend or repeal bylaws unless doing so would materially and adversely affect the members’ rights as to voting or transfer. The board may not extend a director’s term beyond that for which the director was elected.
Once members have been admitted to the corporation, the board may not, without the members’ approval, specify or change any bylaw that would
If any provisions of these bylaws require the vote of a larger proportion of the board than is otherwise required by law, that provision may not be altered, amended or repealed except by that greater vote.
Approval of a majority of a quorum of members is required for expenditures above $xx,xxx. [sic] Transactions shall not be authorized by the board which could legitimately be considered a single transaction, for the purpose of avoiding this limitation.
Without the approval of the members, the board may not adopt, amend or repeal any bylaw that would:
No member, director, officer, employee or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
Except as permitted by Section 5236 of the California Nonprofit Public Benefit Corporation Law, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to reimbursement for such expenses absent that advance.
Except as provided in Section 4 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within California Corporations Code Section 5233(b).
This corporation may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General. This corporation may also engage in a self-dealing transaction if the Board determines, before the transaction, that (a) this corporation is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to this corporation at the time; and (c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the Director’s interest in the transaction, and by a vote of a majority of the Directors then in office, without counting the vote of the interested Director or Directors.
I, the undersigned, do hereby certify that:
| Dated: __________________ | ____________________________ |
| Secretary |