BYLAWS OF HARAMBEE FOUNDATION
A California Nonprofit Public Benefit Corporation
1.01 NAME OF CORPORATION
The name of this corporation shall be Harambee Foundation.
2.01 PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in Alameda County, California.
2.02 CHANGE OF ADDRESS
The county of the corporation’s principal office can be changed only by amendment of these bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these bylaws:
22568 Mission Blvd. #107 Hayward, CA 94541 Dated: ________ , 2011
Dated: , 20
2.03 OTHER OFFICES
The corporation may also have offices at such other places within or outside the State of California where it is qualified to do business as its business may require and as the Board of Directors may, from time to time, designate.
3.01 OBJECTIVE AND PURPOSES
The primary objectives and purposes of this corporation shall be:
1. Promote unity and represent Kenyan interests in the United States.
2. Promote cultural continuity and social networking among the Kenyan Community
3. Provide assistance to active members in times of emergencies.
4. Facilitate Kenyan immigrants in settling and assimilating into the American communities.
5. Provide socio, economic and educational assistance to needy communities in Kenya.
6. Play an ambassadorial role in representing the Kenyan culture
7. Engage in any lawful act or activity that will sustain the financial health of the corporation so as to enable it to pursue the above purposes.
4.01 MEMBERSHIP LEVELS
The Corporation shall have one (1) level of members referred to as Active Member.
Individuals, firms and corporations qualified in the manner hereinafter prescribed are
eligible for membership.
A. ACTIVE MEMBER
An individual who is not less than eighteen (18) years of age, who is a Kenyan by birth, citizenship or of Kenyan parentage, who is interested in the welfare of the Corporation and provides assistance or performs services to advance the goals and aims of the Corporation, and has paid membership dues as provided for in Section 8 of these bylaws.
4.03 VOTING RIGHTS
Active members are entitled to vote on corporate matters and are eligible to be elected to office in the Corporation.
4.04 APPLICATION FOR MEMBERSHIP
Application for membership shall be made on forms provided for that purpose. .
(a) Upon determination by the Board of Directors that an applicant meets the qualifications set forth in Section 4.02A hereof and upon approval of his/her application, the applicant shall become an active member of the Corporation. Any application upon which the Board of Directors takes adverse actions may be appealed to the Board of Directors by a letter addressed to the Chairperson.
(b) Acceptance. Applications for membership shall be reviewed by the Board of Directors or by any agent designated for that purpose by the Board. The application shall be accepted or rejected in writing within thirty (30) days for reasons satisfactory to the Board. If accepted, the applicant shall be admitted to membership.
4.06 TRANSFERS PROHIBITED
No member may transfer his or her membership or any right arising therefrom except with the approval and consent of the Board of Directors. All rights of membership cease upon the member’s death.
4.07 MEMBERSHIP FEE
A yearly non-refundable membership fee in an amount set from time to time by the board of directors may be charged to and collected from each members of the Corporation.
There are two types of membership:
i) Single membership: For individuals 18 years of age and above
ii) Family membership: Covers spouses (husband/wife) or domestic partners
Membership fees are due on March 31st of every year. There will be a 30 day grace period following March 31st, during which outstanding fees must be paid. If a member fails to pay the required membership by March 31st, or the 30 day grace period following, their membership will be considered terminated. In order to renew membership, the new membership application process must be completed. The applicant will be subject to the 6month probationary period once his/her application has been received and approved by the Board of Directors
4.08 BYLAWS TO PROSPECTIVE MEMBERS
Members and prospective members will have access to the By Laws on the HarambeeFoundation website, ,
4.09 MEMBERSHIP RECORD
The Corporation shall keep a membership record containing the name and address of each member. Termination of membership for any member shall be recorded, together with the date of termination of each membership. Such record shall be kept at the Corporation’s principal office and shall be available for inspection by any director or member of the Corporation during regular business hours.
4.10 TERMINATION OF MEMBERSHIP OR SANCTION
A. Voluntary Withdrawal.
A member shall have the right to resign from the Corporation and terminate membership by filing with the Secretary of the Corporation a written notice of resignation. The resignation shall become effective immediately upon receipt of notice without any action on the part of the Corporation. Failure to remit membership dues by March 31st of each year or within the 30 day grace period following March 31st shall be deemed equivalent to resignation.
B. Involuntary Withdrawal or Sanction.
Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously in violation of the Bylaws, the member may be expelled.
A notice shall be sent by first-class or registered mail to the last address of the member as shown on the Corporation’s records, setting forth the expulsion and the reasons thereof. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time and place of the hearings on his or her proposed expulsion.
Following the hearing, a two-thirds (2/3) majority of all members of the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
Expulsion shall become effective immediately.
Membership shall immediately terminate upon the death of a member.
4.11 RIGHTS ON TERMINATION OF MEMBERSHIP
All rights of a member of the Corporation shall cease on termination of membership as herein provided.
MEETING OF MEMBERS
5.1 PLACE OF MEETINGS
Meetings of members shall be held at the principal office of the Corporation or at such other place or places within the State of California as may be designated from time to time by resolution of the Board of Directors.
5.2 ANNUAL MEETINGS
The members shall meet annually during the first 120 days after the end of the fiscal year for the purpose of electing directors and transacting other businesses as may come before the meeting. Cumulative voting for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting and any reference in these bylaws to regular meetings of members refers to this annual meeting.
5.3 SPECIAL MEETINGS
Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Corporation or upon written request of at least 5% of the members (California Corporation
5.4 MEETING AGENDA
(a) The Board of Directors shall specify the Annual Meeting agenda.
(b) Any member may propose an agenda item for discussion and action at an Annual Meeting by submitting it to the Board of Directors 45 days in advance of the date set for the Annual Meeting. The Board of Directors may, at its discretion, accept agenda items up until the time notice is mailed.
(c) The Board of Directors shall provide adequate statements of issues on agenda items to
5.5 NOTICE OF MEETINGS
(a) Record Date. The Board of Directors may fix in advance a date of record to determine the members entitled to notice of any meeting of the members. If no record date is fixed at the close of the business day preceding the day on which notice is given, members are entitled to
(b) Time. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than forty-five (45) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat, provided, however, that if notice is given by mail, and the notice is not mailed first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting.
(c) Manner. Notice of a members’ meeting or any report shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of the Corporation or given by the member to the Corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the Corporation is located or by the publication of notice of the meeting at least once in a newspaper of general circulation in the county in which the principal office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.
(d) Contents. Notice of a membership meeting shall state the place, date, hour, and the general nature of the business to be transacted, and no other business may be transacted. The notice of any meeting of members at which Directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.
(e) Meetings Called by Members. If a special meeting is called by members as authorized by these bylaws, the request for the meeting shall be submitted 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 telegraph to the chairperson, or secretary of the Corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) or more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.
(f) Special Rules for Approving Certain Proposals. Any approval of the members pursuant to this Section regarding (1) amendments to the Articles or Incorporation or to these bylaws, (2) filling vacancies on the Board of Directors, (3) Board of Director transactions, and (4) dissolution of the Corporation shall be valid only if the general nature of the proposal so approved was stated in the notice of the meeting.
5.6 QUORUM FOR MEETINGS
A quorum for membership meetings shall consist of fifty-one (51%) percent of all the members (Calif. Corp. Code 12462), but not fewer than the current number of Directors of the The members present at a duly called and held meeting of which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.
5.7 VOTING OF ABSENT VOTING MEMBERS AND ACTION WITHOUT A
Any action which may be taken at any regular or special meeting of members may be taken without a meeting or without a quorum present in person if the Corporation distributes a written ballot to every member entitled to vote in the matter. The ballot disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to rerun the ballot to the Corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 5 of this Article. The Board of Directors shall be at liberty to implement a process for electronic voting, so long as it adheres to afore mention All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for the ballots soliciting votes for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the Corporation in order to be counted. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the numbers of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Directors may be elected by written ballot. Such ballots for election of Directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked withhold or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld, they shall not be counted as votes either for or against the election of a A written ballot may not be revoked after its receipt by the Corporation or its deposit in the mail, whichever comes first.
The Secretary of the Corporation shall cause a referendum vote to be taken by mail upon any action or recommendation proposed in writing by twenty percent (20%) of the members of the
5.9 PROXY VOTING
Members entitled to vote shall not be permitted to vote or act by proxy, and no provision in the bylaws referring to proxy voting shall be construed to permit any member to vote or act by
Meetings of members shall be presided over by a chairperson chosen by a majority of the voting members, present in person. The presiding chairperson shall appoint another person to act as secretary of the meeting. Meetings shall be governed by the most current version of Robert's Rules of Order, insofar as such rules are not inconsistent with or in conflict with these bylaws, with the Articles of Incorporation of this Corporation, or with the provision of law.
5.11 NOMINATION PROCEDURES
This Corporation shall make available to members reasonable nomination and election procedures with respect to the election of directors by members. Such procedures shall be reasonable given the nature, size and operations of the Corporation, and shall include:
(a) A reasonable means of nominating persons for election as Directors.
(b) A reasonable opportunity for a nominee to communicate to the members of the
(c) A reasonable opportunity for all nominees to solicit votes.
(d) A reasonable opportunity for all members to choose among the nominees.
To be elected to the Board, one has to be an active member and must have completed the 6 months probationary period. Upon written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage) the Corporation shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the Corporation within five (5) business days after the request allows the nominee, at the Corporation's option, the right to do either of the following:
(1) Inspect and copy the record of all members' names, addresses, and voting rights at nominee's qualifications and the reasons for the nominee's candidacy.
(2) Obtain from the secretary, upon written demand and payment of a reasonable charge, reasonable times, upon five (5) business days' prior written demand upon the Corporation, which demand shall state the purpose for which the inspection rights are requested; or a list of the names, addresses, and voting rights of those members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of any date specified by the nominee subsequent to the date of demand. The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.
If this Corporation publishes any material soliciting votes for any nominee for Director in any publication owned or controlled by the Corporation, it shall make available to all other nominees, in the same issue of the publication, an equal amount of space, with equal prominence, to be used by the other nominees for a purpose reasonably related to the election.
6.1 NUMBER, QUALIFICATIONS, AND TERM OF OFFICE
The Corporation shall have an odd number of directors not less than three and not more than seven and collectively they shall be known as the Board of Directors. Each director shall be a member of the Corporation and shall serve for a term of two(2) or three(3) years. The terms shall be staggered so that at least one (1) director is elected each year. The candidates will be ranked according to the number of votes they receive. The first two in the list will be declared elected to three-year terms, the next two for two-year terms, and those remaining to one year terms. The minimum or maximum number of Directors may be changed by amendment of these Bylaws, or by repeal of these Bylaws. The Board of Directors shall by resolution establish and may by resolution amend the authorized number of directors within the above limits. In the absence of a board resolution, the authorized number of directors shall be seven (7). The term of office of a director shall begin at the first regularly scheduled Board meeting following the election, and each Director so elected shall hold office until a successor is elected, or until the Director resigns, becomes disqualified, or is removed from office.
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, 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 Directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by
(b) Adopt policies directing the management of the Corporation.
(c) Appoint and remove, employ and discharge, and, except as otherwise provided in
(d) Supervise all officers, agents, and employees of the corporation to ensure that their duties are performed properly.
(e) Meet at such times and places as required by these Bylaws at least once every three the Articles of Incorporation of this Corporation or by these Bylaws. these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Corporation.
(f) Register their addresses and telephone numbers with the Secretary of the Corporation, and notices of meetings mailed, telephoned, or telegraphed to them at such addresses shall be valid notices thereof.
Directors shall not receive compensation for rendering services in any capacity to the Corporation within the normal scope of their duties as outlined in Section 6.3. A seating allowance of an amount set by the Board will be directed solely to cover payment of food and drinks incurred when a meeting is held at an establishment In addition, the Directors shall be allowed reasonable reimbursement for expenses incurred in the performance of their regular duties as specified in Section 6.3 of this Article.
6.5. RESTRICTION REGARDING INTERESTED DIRECTORS
Not withstanding any other provisions of the Bylaws, not more than one-third (1/3) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:
(a) Any person currently being compensated by the Corporation for services rendered it within the previous twelve (12) months, whether as a full or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director.
(b) Any brother, sister, mother, father, child, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
6.6 CONFLICTS OF INTEREST
(a) No contract or other transaction between the Corporation and one (1) or more of its Directors, or between the Corporation and any domestic or foreign corporation, firm or association in which one (1) or more of its Directors has material financial interest, is either void or voidable because such Director or Directors are present at the meeting of the Board which authorizes, approves or ratifies the contract or transaction if:
(i) The material facts as to the transaction and as to such Director's interest are fully disclosed or known to the Corporation and such contract or transaction is approved by the corporation in good faith with any interested Director not being entitled to vote thereon.
(ii) The material facts as to the transaction and as to such Director's interest are fully disclosed or known to the Board or committee, and the Board authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the interested Director or Directors and the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved, or ratified.
(b) No contract or other transaction between the corporation and any other corporation,
(iii) As to contracts or transactions not approved as provided in paragraph (1) or
(2) of this subsection of the Bylaws, the person asserting the validity of the
contract or transaction sustains the burden of providing that the contract or
transaction was just and reasonable as to the Corporation at the time it was
authorized, approved, or ratified.
Neither a mere common Directorship nor a Member-patron relationship in
terms available to all members constitutes a material financial interest within
the meaning of this subsection. A director is not interested within the
meaning of this subsection in a resolution fixing the compensation of another
director as an officer or employee of the corporation, notwithstanding the
fact that the first director is also receiving compensation from the
business corporation, or association of which one (1) or more of its director or
directors is either void or voidable because such director or directors are present at
the meeting of the Board or Committee thereof which authorizes, approves, or
ratifies the contract or transaction if,
(i) The material facts as to the transaction and as to such director’s other
directorship are fully disclosed or known to the Board or committee, and the
Board or Committee authorizes, approves, or ratifies the contract or
transaction in good faith by a vote sufficient without counting the vote of the
common director or directors or the contract or transaction is approved by
the Board in good faith.
(ii) As to the contracts or transactions not approved as provided in paragraph (1)
of this subsection of the Bylaws, the contract or transaction is just and
reasonable as to the Corporation at the time it is authorized, approved, or
This subsection of the bylaws does not apply to contracts or transactions
covered by subsection (a) of this bylaw Section.
(c) Interested or common directors may be counted in determining the presence of a
quorum at a meeting of the Board or a Committee thereof which authorizes, approves,
or ratifies a contract or transaction as provided in these bylaws, Section 6.6 of Article
6.7 NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the
6.8 INDEMNIFICATION OF CORPORATE AGENTS
To the extent that a person, who is, or was a director, officer, employee or other agent of this
Corporation has been successful on the merits in defense of any civil, criminal, administrative, or
investigative proceeding brought to procure a judgment against such person by reason of the fact
that he or she is or was an agent of the Corporation, or has been successful in defense of any
claim, issue or matter, therein, such person shall be indemnified against expenses actually
incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then
indemnification against expenses, judgments, fines, settlements and other amounts reasonably
incurred in connection with such proceedings shall be provided by this Corporation but only to
the extend allowed by, and in accordance with the requirements of Section 5238 of the California
Nonprofit Public Benefit Corporation Law.
(a) Events Causing Vacancy.
A vacancy on the board of directors shall be deemed to exist on the occurrence of any of
(i) The death, resignation or removal of any director.
(ii) The declaration by resolution of the board of a vacancy in the office of a
director who has been declared of unsound mind by a court or convicted of a
felony or has been found by final order or judgment of any court to have
breached a fiduciary duty under Section 5230 and the following of the California
Nonprofit Public Benefit Corporation Law.
(iii) The increase of the authorized number of directors.
(b) Filling Director Vacancies and Resignations.
Vacancies on the Board may be filled by a majority of the Directors then in office,
whether or not less than a quorum, or by a sole remaining director.
(c) Term of Office.
A person elected to fill a vacancy as provided in this Section shall hold office until the
next annual election of the Board of Directors or until his or her death, resignation or
removal from office.
6.10 RESIGNATION AND REMOVAL
Any director may resign effective upon giving written notice to the Secretary of the
Board of Directors, unless the notice specifies a later time for the effectiveness of such
resignation. No director may resign if the Corporation would then be left without a duly
elected director or directors in charge of its affairs, except upon notice to the Attorney
(b) Removal by Board.
(1) Any director who is absent from three (3) consecutive properly noticed meetings of
the Board of Directors without a written explanation satisfactory to the Board may be
removed by an affirmative vote of a majority of all directors at a meeting of the Board,
the notice of which shall have specified the proposed removal
(2) The Board of Directors may declare vacant the office of a director who has been
declared of unsound mind by a final order of court or convicted of a felony.
(c) Removal by Request of Membership
Any member may bring charges against a director by filing them in writing with the
Secretary of the Corporation together with a petition which is signed by twenty percent
(20%) of the members and which requests the removal of the Director. The removal
shall be voted upon at the next regular or special meeting of the Corporation and by a
vote of a majority of all the members at a duly called and held meeting, the members
may remove the Director and fill the vacancy. The director against whom the charges
have been filed shall receive full notice of the charges not less than five (5) nor more
than thirty (30) days prior to the meeting and shall have an opportunity at the meeting to
be heard in person or by counsel and to present witnesses. The member bringing the
charges against the director shall have the same opportunity. Any director who shall no
longer meet the requirement of Article VI, Section 1, shall automatically be removed.
(d) No reduction of the authorized number of directors shall have the effect of removing any
director before that director's term of office expires.
MEETING OF DIRECTORS
Meetings shall be held at the principal office of the Corporation unless otherwise provided by the
Board or at such place within or outside the State of California which has been designated from
time to time by resolution of the Board of Directors. In the absence of such designation, any
meeting not held at the principal office of the Corporation shall be valid only if held on the
written consent of all Directors given either before or after the meeting and filed with the
Secretary of the Corporation or after all Board members have been given notice of the meeting as
hereinafter provided for meetings of the Board. Any meeting, regular or special, may be held by
conference telephone call or similar communications equipment, so long as all directors
participating in such meeting can hear one another.
7.2 REGULAR AND ANNUAL MEETINGS
(a) Regular meetings of Directors shall be held regularly at a date and time fixed by the Board.
(b) The annual meeting of the Board of Directors for the selection of the officers of the
Corporation and for the transaction of such business as may properly come before the Board
shall be held at the Board’s next regularly scheduled meeting after the election of directors.
7.3 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson, the Secretary, or
by any two Directors. Such meetings shall be held at the place within or outside the State of
California, designated by the person or persons calling the meetings, and in the absence of such
designation, at the principal office of the Corporation.
7.4 NOTICE OF MEETINGS
(a) Time and Manner.
All meetings of the Board shall be held upon four (4) days’ notice by first-class mail or forty-
eight (48) hours’ notice delivered personally or by telephone or telegraph. (California
Corporation Code 12351 (2)). If sent by mail or telegram, the notice shall be deemed to be
delivered on its deposit in the mails or on its delivery to the telegraph company. Such
notices shall be addressed to each director at his or here address as shown on the books of the
Corporation. A copy of the notice shall also be posted at the Corporation’s principal office.
Notice shall be given of any adjourned regular or special meeting to Directors absent from
the original meeting and shall be posted at the Corporation’s principal office. Notice of the
time and place of holding an adjourned meeting are set at the meeting adjourned and if such
adjourned meeting is held no more than twenty-four (24) hours from the time of the original
meeting. Notice shall be given of any adjourned regular or special meeting to Directors
absent from the original meeting if the adjourned meeting is held more than twenty-four (24)
hours from the time of the original meeting.
Notice of meeting shall specify the place, day, hour, and purpose of the meeting. Matters not
specified in the notice may be discussed or referred to committee but not otherwise acted on
(c) Waiver of Notice and Consent to Hold Meeting.
The transactions of any meeting of the Board, however called and noticed or wherever held,
are as valid as though the meeting had been duly held after proper call and notice, provided a
quorum, as hereinafter defined, is present and provided that either before or after the meeting
each Director not present signs a waiver of notice, a consent to holding the meeting, or an
approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with
the corporate records or made a part of the minutes of the meeting.
A quorum shall consist of more than two thirds (2/3) of the number of directors authorized in
Except as otherwise provided in the Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be considered by the Board at any meeting at which a
quorum, as herein 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 for the next regular meeting of the Board.
When a meeting is adjourned for lack of quorum, it shall not be necessary to give any notice of
the time and place of the adjourned meeting or of the business to be transacted at such meeting,
other than by announcement at the meeting at which the adjournment is taken, except as provided
in Section 8 of this article.
The Directors present at a duly called and held meeting at which a quorum is initially present
may continue to do business notwithstanding the loss of a quorum at the meeting due to a
withdrawal of Directors from the meeting, provided that any action thereafter taken must be
approved by at least a majority of the required quorum for such meeting or such greater
percentage as may be required by law, or the Articles of Incorporation of Bylaws of this
7.6 MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held
at which a quorum is present is the act of the Board of Directors, unless the Articles of
Incorporation or Bylaws to this corporation, or provisions or the California Nonprofit Public
Benefit Corporation Law, particularly those provisions relating to appointment of committees
(Section 5238e), require a greater percentage or different voting rules for approval of a matter by
Meetings of the Board of Directors shall be presided over by the Chairperson of the Corporation
or, in his or her absence, by the Secretary 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, provided that in
his or her absence, the presiding officer shall appoint another person to act as Secretary of the
Meetings shall be governed by the most current version or Robert’s Rules of Order, insofar as
such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of
Incorporation o f this Corporation, or with provisions of law.
7.8 ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT
Any action required or permitted to be taken by the Board of Directors under any provision of
law may be taken without a meeting, if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent 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. Any certificate or other document
filed under any provision of law which relates to action so taken shall state that the action was
taken by unanimous written consent of the Board of Directors without a meeting and the Bylaws
of this corporation authorize the Directors to so act and such statements shall be prima facie
evidence of such authority.
8.1 NUMBER, QUALIFICATION, ELECTION, AND TERM OF OFFICE
(a) The Executive Officers of the Corporation shall be a Chairperson, a Secretary and a
(b) All officers of the Corporation must be members of the Board of Directors
(c) The Chairperson, Secretary and Treasurer may serve for no more than two terms, each term
being only 2 years.
(d) The officers shall be elected annually by the Board of Directors.
8.2 SUBORDINATE OFFICERS
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.
8.3 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by a two-thirds (2/3) vote of the
Directors then in office. Any officer may resign at any time by giving written notice to the Board
of Directors or to the Chairperson or Secretary or the Corporation. Any such resignation shall
take effect at the date of the 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 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 the Chairperson, such vacancy may be filled temporarily by appointment by the
Chairperson 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 shall
8.5 DUTIES AND POWERS OF THE CHAIRPERSON
The Chairperson shall have such powers as may be assigned from time to time by the Board of
Directors, including but not limited to:
(a) The duty to preside over all meetings of the Corporation and of the Board of
(b) The power to call special meetings of the Board of Directors.
(c) The duty to participate as an ex-officio member of all committees, and
(d) The power to sign all records and documents which are authorized or directed by the
Board of Directors or by law.
(e) Lead in executing the vision of the Board of Directors.
(f) Be a member and attend all meetings of the Advisory Board. If not available the
8.6 DUTIES OF THE VICE CHAIRPERSON
The Vice Chairperson shall:
(a) Serve in a chairperson capacity in the absence of the same
(b) Shall also hold the portfolio of one of the subordinate officer as stipulated in Section
(c) Shall assist the Chairperson in duties including but not limited to sitting in
Chairperson may appoint another officer to represent him/her at said meetings.
2 of the Article.
committees, addressing membership and Board member concerns in the absence of
the Chairperson or as directed by the same.
8.7 DUTIES OF THE SECRETARY
The Secretary shall:
(a) Certify and keep at the principal office of the Corporation the original or a copy of
(b) Keep at the principal office of the Corporation or at such other place as the Board
(c) See that all notices are duly given in accordance with the provisions of these Bylaws
(d) Be custodian of the records and of the seal of the Corporation, if any, and see that the
(e) Exhibit at all reasonable times to any Director of the Corporation or to his or her
(f) In general, perform all duties incident to the Office of the Secretary and such other
these bylaws as amended or otherwise altered to date.
may determine, a book of minutes of all meetings of the Directors, and, if applicable,
meetings of committees of Directors, recording therein the time and place of holding,
whether regular or special, how called, how notice thereof was given, the names of
those present or represented at the meeting, and the proceedings thereof.
or as required by law.
seal is affixed to all duly executed documents, the execution of which on behalf of
the Corporation under its seal is authorized by law or by these Bylaws.
agent or attorney, on request thereof, the bylaws and the minutes of the proceedings
of the Directors of the Corporation.
duties as may be required by law, by the Articles of Incorporation of this
Corporation, or by these Bylaws, or which may be assigned to him or her from time
to time by the Board of Directors.
8.8 DUTIES OF THE TREASURER
Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits,
and Funds,” the Treasurer shall:
(a) Have charge and custody of, and be responsible for all funds and securities of the
(b) Receive and give receipt for monies due and payable to the Corporation from any
(c) Disburse or cause to be disbursed the funds of the Corporation as may be directed by
Corporation, and deposit all such funds in the name of the Corporation in such
banks, trust companies, or other depositories as shall be selected by the Board of
the Board of Directors, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and correct accounts of the Corporation’s properties and
(e) Exhibit at all reasonable times the books of account and financial records to any
(f) Render to the Chairperson and Directors, whenever requested, an account of any or
(g) Prepare or cause to be prepared, certify or cause to be certified, the financial
(h) In general, perform all duties incident to the office of Treasurer and such other duties
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, and losses.
Director of the Corporation, or to his or her agent or attorney on request thereof.
all of his or her transactions as Treasurer and of the financial condition to the
statements to be included in any required reports.
as may be required by law, by the Articles of Incorporation of the Corporation, or
which may be assigned to him or her from time to time by the Board of Directors.
Officers shall serve without compensation except that they shall be allowed reasonable
reimbursement for expenses incurred in the performance of their regular duties as specified in
9.1 CREATION AND POWERS
The Board of Directors may, by resolution adopted by a majority of the Directors then in office,
provided that a quorum is present, designate one or more committees, each consisting of three or
more persons at least one of whom is a Director, to serve at the request of the Board. Any
member of any committee may be removed, with or without cause, at any time by the Board.
Any such committee shall not exercise the authority of the Board, but shall serve in any advisory
capacity to the Board.
9.2 MEETING AND ACTION OF COMMITTEES
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 and ex-officio 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 any committee
not consistent with the provisions of these Bylaws.
9.3 EXECUTIVE COMMITTEE
Pursuant to Section 1 of Article 8, the Board may appoint three (3) or more Directors, one of
whom shall be the Chairperson of the Board, to serve as the Executive committee of the Board.
The Secretary of the Corporation shall send to each Director a summary report of the minutes of
the Executive Committee..
9.4 ADVISORY BOARD
The Board of Directors shall select the Advisory Board, a 5 member committee including
the current sitting Chairperson of the Organization. Its role will be to provide oversight
and will also offer direction to the organization as required.
EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
10.1 EXECUTION OF INSTRUMENTS
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 render it liable monetarily for any purpose or in any amount.
10.2 CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as
otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and
other evidence of indebtedness of the Corporation shall be signed by the Treasurer and
countersigned by the Chairperson of the Corporation.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation
in such banks, 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 purposes of this Corporation.
CORPORATE RECORDS, REPORTS, AND SEAL
11.1 MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep at its principal office in the State of California:
(a) Minutes of all meetings of Directors, and committees of the Board, indicating the
(b) Adequate and correct books and records of account, including accounts of its
(c) A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to
time and place of holding such meetings, whether regular or special, how called, the
notice given, and the names of those present and the proceedings thereof.
properties and business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains, and losses.
date, which shall be open to inspection by the Directors, Officers, Employees, and
Committee members of the Corporation at all reasonable times during the office
11.2 CORPORATE SEAL
The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept
at the principal office of the Corporation. Failure to affix the seal to Corporate instruments,
however, shall not affect the validity of any such instruments.
11.3 INSPECTION RIGHTS
Every Director, Officer, Employee, and Committee member 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.
11.4 RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provision of this Article may be made in person or by agent or attorney
and the right to inspection includes the right to copy and make extracts.
11.5 ANNUAL REPORT
(a) An annual report shall be prepared not later than one hundred twenty (120) days after the
close of the Corporation’s fiscal year. Such report shall contain in appropriate detail the
(i) a balance sheet at of the end of such fiscal year.
(ii) an income statement
(iii) a statement of changes in financial position for such fiscal year.
(b) The report required by subsection (a) shall be accompanied by any report thereon of
independent accountants, or, if there is not 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.
(c) The Corporation shall furnish annually to the Directors a statement of any transaction or
indemnification of a kind described in subsection (f) or (g) of these Bylaws Section if any
such transaction or indemnification took place. This subsection shall be satisfied by
including the required information in the annual report.
(d) Except as provided in subdivision (e) of this Bylaws Section, a covered transaction under
these Bylaws Section is a transaction which the Corporation or its subsidiary, was a party
and which either of the following had a direct or indirect material financial interest:
(i) Any covered transaction (excluding compensation of Officers and Directors) during
the previous fiscal year involving more than one thousand dollars ($1,000), or which was
one of a number of covered transactions in which the same interested person had a direct
or indirect material financial interest and which transactions in the aggregate involved
more than one thousand dollars ($1,000).
(ii) The names of the interested persons involved in such transactions, stating such
person’s interest in the transaction, and when 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.
(e) The statement required by subsection (c) of this Bylaws Section shall describe briefly the
amount and circumstances of any loans, guaranties, indemnifications, or advances
aggregating more than one thousand dollars ($1,000) and paid or made during the fiscal year
to any Officer or Director of the Corporation pursuant to Section 12377 of the California
Corporations Code (regarding indemnification); provided that no such report need to be
made in the case of a loan, or guaranty, not subject to the provisions of subdivision (a) of
Section 12375 of the California Corporations Code.
SURPLUS ALLOCATION AND DISTRIBUTION
12.1 SURPLUS DEFINED
“Surplus” shall be defined as the excess of revenues and gains over expenses and losses for a
fiscal year. Such surplus shall be determined in accordance with generally accepted accounting
principles and shall be computed without regard to patronage, refunds, and income taxes.
12.2 FISCAL YEAR
The Board of Directors shall determine by resolution the fiscal year of the Corporation.
At the end of the fiscal year, the surplus shall be determined and allocated to restore capital to
the extent of any impairment thereof.
This Corporation may be dissolved only by more than two-thirds (2/3) vote of the entire
membership at any regular or special meeting, or by mail, when due notice of the proposed
dissolution has been given.
14.1. AMENDMENTS PROPOSED
Amendments to these Bylaws may be proposed:
(a) By the Board of Directors acting on its own motion,
(b) On a petition signed by ten (10) members or five percent (5%) of the members,
whichever is greater. The Board of Directors must notify the members of the
proposed amendment not more than sixty (60) or less than thirty (30) days prior to
the next membership meeting and the proposed amendment must be voted upon at
such membership meeting. The Board may call a special membership meeting or for
a mail ballot to discuss and vote on the proposed amendment.
14.2 AMENDMENTS ADOPTED
Amendments to these Bylaws shall be adopted by two-thirds (2/3) affirmative vote of the
members voting in person or by mail ballot at any membership meeting voting on the proposed
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