Article 7 Board of Directors

Article 7. Board of Directors

7.1 General and Specific Powers of Board

7.1.1 General Powers

Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.

7.1.2 Specific Powers

Without prejudice to the general powers set forth in Section 7.1.a. of these bylaws, but subject to the same limitations, the board shall have the power to do the following:
  • (1) Appoint and remove, at the pleasure of the board, all corporate officers, agents, and employees; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; fix their compensation; and require from them security for faithful service.
  • (2) Change the principal office or the principal business office in California from one location to another: cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country: conduct its activities in or outside California. and designate a place in or outside California for holding any meeting of members.
  • (3) Borrow money and incur indebtedness on the corporation's behalf 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.

7.2. Number of and Qualifications for Directors

7.2.1 Number of Board Members

The board of directors shall consist of at least five (5) but no more than eleven (11) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.

7.3. Restriction on Interested Persons as Directors

No more than 49 percent of the persons serving on the board may be "interested persons." An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-inlaw, mother-in-law, or father-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.

7.4. -- Intentionally left blank --

7.5. Nominations and Elections of Directors

7.5.1 Nominations

The chairman of the board or, if none, the president shall appoint a committee to nominate qualified candidates for election to the board at least 30 days before the date of any election of directors. The nominating committee shall make its report at least 21 days before the date of the election, and the secretary shall forward to each member, with the notice of meeting required by these bylaws, a list of all candidates nominated by committee.

7.5.2 Nominee's Right to Solicit Votes

The board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications and the reasons for the nominee's candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

7.6. Vacancies on Board of Directors

7.6.1 Events Causing Vacancies on Board

A vacancy or vacancies on the board of directors shall occur in the event of
  • (a) the death, removal, or resignation of any director;
  • (b) 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 order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3;
  • (c) the vote of the members or, if the corporation has fewer than 50 members, the vote of a majority of all members, to remove the director(s);
  • (d) the increase of the authorized number of directors; or
  • (e) 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 required to be elected at such meeting.

7.6.2 Resignation of Directors

Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors.

7.6.3 Removal of Directors

7.6.3.1 Removal by Members
Any or all directors may be removed without cause if:
  • (a) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section5033).
  • (b) In a corporation with 50 or more members, the removal is approved by the members (Section 5034).
7.6.3.2 Removal by Board
Any director may be removed, with or without cause, by the vote of the majority of the members of the entire board of directors at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Section 7.7. Any vacancy caused by the removal of a director shall be filled as provided in Section 7.6.4.
7.6.3.3 Removal by absence from official meetings
Any director who does not attend three successive board meetings listed on the annual calendar ratified by the board in January will automatically be removed from the board without board resolution unless
  • (a)the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present),
  • (b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or
  • (c) the board by resolution of the majority of board members must agree before a director who has missed three meetings may be reinstated,

7.6.4 Filling Vacancies on Board of Directors

7.6.4.1 Vacancies Filled by Board

Except for a vacancy created by the removal of a director by the members, vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by

  • (1) the unanimous written consent of the directors then in office,
  • (2) the affirmative vote of a majority of the directors then in office at a meeting held according to notice or waivers of notice complying with Corporations Code section 5211, or
  • (3) a sole remaining director. The members may fill any vacancy not filled by the directors.
7.6.4.2 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.

7.6.5 No Vacancy on Reduction of Number of Directors

Any reduction of the authorized number of directors shall not result in any director's being removed before his or her term of office expires.

7.7. Meetings of Board of Directors

7.7.1 Place of Board Meetings

Meetings of the board shall be held at any place within or outside California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

7.7.2 Meetings by Telephone or Other Telecommunications Equipment

Any board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply:

  • (1) Each member participating in the meeting can communicate concurrently with all other members.
  • (2) Each member is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

7.7.3 Annual and Other Meetings

Immediately after each annual meeting of members, the board shall hold a general meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting is not required. Other general meetings of the board may be held without notice at such time and place as the board may fix from time to time.

7.7.4 Special Meetings

7.7.4.1 Authority to Call Special Meetings
Special meetings of the board for any purpose may be called at any time by the chairman of the board, if any, the president or any vice president, the secretary, or any two directors.
7.7.4.2 Notice of Special Meetings
Notice of the time and place of special meetings shall be given to each director by
  • (a) personal delivery of written notice:
  • (b) first-class mail, postage prepaid;
  • (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director;
  • (d) facsimile;
  • (e) electronic mail; or
  • (f) other electronic means.

All such notices shall be given or sent to the director's address or telephone number as shown on the corporation's records. Notices sent by first-class mail shall be deposited in the United States mails at least five days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least 48 hours before the time set for the meeting.

The notice shall state the time of the meeting and the place, if the place is other than the corporation's principal office. The notice need not specify the purpose of the meeting.

7.7.5 Quorum

A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to
  • (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest,
  • (b) approval of certain transactions between corporations having common directorships,
  • (c) creation of and appointments to committees of the board, and
  • (d) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

7.7.6 Waiver of Notice

Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice.

7.7.7 Adjournment

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

7.7.8 Notice of Adjourned Meeting

Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another 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.

7.8. Action Without a Meeting

Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Corporations Code section 5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.

7.9. Compensation and Reimbursement

Notwithstanding directors who also serve as officers, directors shall serve without compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered the corporation which relate to the performance of the charitable or public purposes of this corporation.

Directors and officers may receive reimbursement of expenses advanced on behalf of the Corporation and for expenses incurred in service as director or officer.

7.10. Committees

7.10.1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of directors, designate two (2) or more of its 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:

  • (a) The filling of vacancies on the Board or any committee which has the authority of the Board;
  • (b) The fixing of compensation of the directors for serving on the Board or on any committee;
  • (c) The amendment or repeal of Bylaws or the adoption of new Bylaws;
  • (d) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
  • (e) The appointment of committees of the Board or the members thereof;
  • (f) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected;
  • (g) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law;
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.

7.10.2. Other Committees

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors or the voting membership. 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.

7.10.3. Standing Committees

The corporation shall have two standing Committees appointed by the Board of Directors - the Membership Committee and the Facilities Committee.

  • (a) The Membership Committee shall carry out the following functions:
  • (b) The Facilities Committee shall carry out the following functions:

7.10.4. Meetings and Action of the Committees

Meetings and action of committees shall be governed by, noticed, held and 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 or by the committee. 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.