Bylaws of SMUG: A California Public Benefit Corporation


Article 1. Offices

Section 1. Principal Office

The principal office of the corporation for the transaction of its business is located in Santa Clara County, California.

Section 2. 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:

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Section 3. Other Offices

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 of Directors may, from time to time, designate.


Article 2. Purposes

Section 1. Objectives and Purposes

The primary purposes of this corporation shall be to provide education to the general public on personal computing and to encourage interest and use of personal computing.

Section 2. Means

The means of meeting the purposes and objectives of the corporation include, but are not limited to, public meetings and lectures, publications and other information services and materials.


Article 3. Directors

Section 1. Number

The corporation shall have five (5) directors and collectively they shall be known as the Board of Directors. The President shall be a director and there shall be tour directors at-large. The number of directors may be changed only as provided in these Bylaws.

Section 2. Powers

Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 3. Duties

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation or by these Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, describe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

(c) Ensure that the President supervises all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register with the Secretary of the corporation the address at which the mailing of notices to them of meetings shall be valid notices thereof.

(f) Create and, from time to time, update the rules of operation of the corporation.

Section 4. Terms of Office

Each director shall hold office until the director's election at which his or her term ends as specified in these Bylaws, and until his or her successor is elected and qualifies.

The term of office for the President shall be two years. The term of office for at-large directors shall be two years. However, at the first election of directors, the term of office for the two directors elected receiving the least votes will serve one year terms, and until their successors are elected and qualify.

Section 5. Compensation

Directors shall serve without compensation, except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such compensation is reasonable and approved by a vote of the membership.

Section 6. Restriction Regarding Interested Directors

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be Interested persons. For purposes of this Section, "interested persons" means either:

(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; or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Section 7. Place of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by these Bylaws or at any other place, within or without the State of California, which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting 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 directors have been given written notice of the meetings as hereinafter provided for special meetings of the Board of Directors. Any meeting, regular or special, may be held by conference phone or similar communications equipment, so long as all directors participating in such meeting can hear and respond to one another.

Section 8. Regular and Annual Directors Meetings

Regular meetings of the Directors shall be held on the second Monday of each month at 7:30 p.m., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day.

Section 9. Special Directors Meetings

Special meetings of the Board of Directors may be called by the President, the Secretary, the Treasurer, or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.

Section 10. Notice of Directors Meetings

Regular meetings of the Board of Directors may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone. If sent by mail, the notice shall be deemed to be delivered on its deposit in the mails. Such notice shall be addressed to each director at his or her address as officially recorded by the Secretary of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the place of the adjourned meeting is not changed and the adjourned meeting takes place within seven (7) days from the time of the original meeting, otherwise notice shall be given to each absent director.

Section 11. Contents of Notice of Directors Meetings

Notice of directors meetings not herein dispensed with shall specify the place, day and hour of the meeting. The notice need not specify the purpose of the meeting.

Section 12. Waiver of Notice and Consent to Holding Meetings

The transaction of any meeting of directors, 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 hold the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 13. Quorum for Directors Meetings

A quorum shall consist of three (3) 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 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 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 these Bylaws.

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

Section 14. Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

Section 15. Conduct of Directors Meetings

Meetings of the Board of Directors shall be presided over by the President, or, in his or her absence, by a chairperson for that meeting chosen by a majority of the directors present at that meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Directors meetings shall be governed by the parliamentary authority, as provided in these Bylaws, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

Section 16. Action by Unanimous Written Consent Without Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. 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 that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

Section 17. Vacancies

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

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 who has been convicted of a felony, or who has been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law, or who, by failure to attend three (3) successive regular meetings of the Board of Directors, has provided a de facto resignation.

If this corporation has less than fifty (50) members, directors may be removed without cause by a majority of all members. If the corporation has fifty (50) or more members, directors may be removed without cause by vote of a majority of the votes represented at a membership meeting at which a quorum is present, or by a majority vote in a recall election in which a quorum of members voted by written ballot.

Any director may resign effective upon giving written notice to the President or the Secretary of the corporation, unless such notice specifies a later time for the effectiveness of the resignation. No director may resign if the corporation would then be left without at least three directors, except upon notice to the Attorney General.

Vacancies in the office of a director at-large shall be filled by a temporary director appointed by the President until an elected director can be elected. Such temporary director shall have the same powers and duties as elected directors. If the office vacated is up for election and nominations have already been taken for that office, the temporary director shall serve out the term of that director's office. Otherwise, a special election for that director shall be held.

Special elections for directors at-large shall be held conforming to Article 13 Section 11 of these Bylaws.

A person elected to fill a vacancy as provided by this Section shall hold office until the term for that office ends or until his or her death, resignation or removal from office.

Section 18. Non-Liability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 19. Indemnification by Corporation of Directors, Officers, Employees and Other Agents.

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Public Benefit Corporation Law.

Section 20. Insurance for Corporate Agents

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under provisions of Section 5233 of the California Nonprofit Public Benefit Corporation Law.


Article 4. Officers

Section 1. Number of Officers

The officers of the corporation shall be a President, a Secretary, a Chief Financial Officer who shall be designated Treasurer, and a Vice President. The corporation may have other officers, as determined by the Board of Directors. Any number of offices may be held concurrently by the same person except that neither the Secretary nor the Treasurer may concurrently serve as the President.

Section 2. Qualification, Election, and Term of Office

Any person may serve as officer of this corporation, with the exception of Secretary and Treasurer, who shall be directors atlarge to qualify.

The President and Vice President shall be elected by the members. The Secretary and Treasurer shall be appointed by the Board of Directors at the first board meeting following the annual meeting each year.

The term of office for the President of the corporation shall be two years. The terms of office for the Vice President, Secretary and Treasurer of the corporation shall be one year.

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.

Section 3. Subordinate Officers

The Board of Directors may commission subordinate offices and may appoint such officers or agents as it may deem desirable to such offices. 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 for his or her office.

Section 4. Removal and Resignation of Officers

Any officer appointed by the Board of Directors 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 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.

Section 5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer appointed by the Board of Directors shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President or Vice President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. The Board of Directors may decommission subordinate offices created under Section 3 of this Article or fill such offices in the event of a vacancy in them.

Any vacancy in the office of President shall be filled by the Vice President and the Vice President's office shall then become vacant, unless the office of Vice President is also vacant, in which case the Board of Directors shall appoint a President. Any vacancy in the office of Vice President shall be filled by a special election conforming to Article 13 Section 11 of these Bylaws.

Section 6. Duties of President

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, the President 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, the President 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.

Section 7. Duties of the Vice President

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.

Section 8. Duties of Secretary

The Secretary shall:

Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise officially altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

Be custodian of the records and of the seal of the corporation and see that the 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 these Bylaws.

Keep at the principal office of the corporation a membership record containing the name and address of each member, and, in the case where any membership has been terminated, he or she shall record such fact in the membership record together with the date on which such membership ceased.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership record, and the minutes of the proceedings of the directors of the corporation.

Appoint and supervise any and all staff necessary to perform the duties of the office of secretary, but not to fix compensation for such staff.

In general, perform all duties incident to the office of Secretary 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 assigned to him or her from time to time by the Board of Directors.

Section 9. Duties of Treasurer

Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:

Have charge and custody of, and be responsible for, all funds and securities of the 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 Directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request thereof.

Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

Appoint and supervise any and all staff necessary to perform the duties of the office of treasurer, but not to fix compensation for such staff.

In general, perform all duties incident to the office of Treasurer 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 assigned to him or her from time to time by the Board of Directors.

Section 10. 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, provided, however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 3 Section 6 of these Bylaws.

In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.


Article 5. Committees

Section 1. Executive Committee

The Board of Directors may, by a majority vote of directors, designate three (3) or more of its members (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 approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or a majority of all of the members.

(b) The filling of vacancies on the board or any committee which has the authority of the board.

(c) The fixing of compensation of the directors for serving on the board or any committee.

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.

(f) The appointment of committees of the board or the members thereof.

(g) The expenditure of corporate funds to support any nominee for director.

(h) 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 three (3) 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.

Section 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. 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 and shall be clearly titled as "advisory" committees. Committees shall be formed and members of the committee appointed in accordance with the provision of the parliamentary authority of this corporation.

Section 3. Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provision of the parliamentary authority of this corporation. 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 Articles of Incorporation, or with provisions of law.


Article 6. Execution of Instruments, Deposits and Funds

Section 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 to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, as directed In the Rules of Operation, 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 the Treasurer and countersigned by the President of the corporation.

Section 3. Deposits

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.

Section 4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.


Article 7. Operation of the Corporation

Section 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 of committees of the board, indicating the 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; and minutes of all business meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the number of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its members indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by members of the corporation at all reasonable times during office hours.

Section 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 instrument.

Section 3. Directors' Inspection Rights

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.

Section 4. Members' Inspection Rights

Each and every member of this corporation shall have the following inspection rights, for a purpose reasonably related to the person's interest as a member:

(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized 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 the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. 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 of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the member, for a purpose reasonably related to such persons interest as a member.

Section 5. Right to Copy and Make Extracts

Any inspection under the provisions 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.

Section 6. Annual Report

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all directors of the corporation and to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year:

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year:

(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year:

(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year:

(e) Any information required by Section 7 of this Article.

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.

If this corporation receives twenty-five thousand dollars ($25,000), or more, in gross revenues or receipts during the fiscal year, this corporation shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report no later than six (6) months after it is prepared.

Section 7. Annual Statement of Specific Transactions to Members

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:

(a) 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:

(1) Any director or officer of the corporation, or it parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or

(2) 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 with the same person involving, 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 California Nonprofit Public Benefit Corporation Law.

Any statement required by this Section 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 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.

If this corporation provides all members with an annual report according to the provisions of Section 6 of this Article, then such annual report shall include the information required by this Section.

Section 8. Rules of Operation

The Board of Directors shall establish and maintain a Rules of Operation of this corporation. Such rules shall not conflict with these Bylaws, the Articles of Incorporation, or any provisions of law. Such rules shall specify procedures for operations, including, but not limited to, procedures for elections, procedures for meetings of officers, budget procedures, and dues and fee schedules for contributors. Such rules shall be adopted, amended, or repealed only on a vote of two-thirds (2/3) of all directors.

Section 9. Parliamentary Authority The parliamentary authority of the corporation shall be the Modern Edition of "Roberts Rules of Order", Berkeley Edition, August 1989 or such later edition as the Board of Directors shall designate.


Article 8. Fiscal Year

Section 1. Fiscal Year of the Corporation

The fiscal year of the corporation shall begin on the first of September (1 September) and end on the thirty-first of August (31 August) in each calendar year.


Article 9. Amendment of Bylaws

Section 1. Amendment

Subject to any provisions of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

(a) Subject to the power of members to change or repeal these Bylaws under Section 5150 of the Corporations Code, by approval of the Board of Directors unless the Bylaws amendment would materially and adversely affect the rights of members as to voting or transfer, provided however, a Bylaw specifying or changing the fixed number of directors of the corporation, the maximum or minimum number of directors, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided in subparagraph (b) of this Section; or

(b) By approval of the members of this corporation.


Article 10. Amendment of Articles of Incorporation

Section 1. Amendment of Articles Before Admission of Members

Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.

Section 2. Amendment of Articles After Admission of Members

After members have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of both the Board of Directors and a majority of the members of this corporation who submit votes. The Board of Directors shall use reasonable procedures to inform all members about proposed amendments and solicit their votes.

Section 3. Certain Amendments

Notwithstanding the above Sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Public Benefit Corporation Law.


Article 11. Prohibition Against Sharing Corporate Profits and Assets

Section 1. Prohibition Against Sharing Corporate Profits and Assets

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 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.


Article 12. Members

Section 1. Determination and Rights of Members

The corporation shall have one class of members designated as "voting members". Voting members are legal members for purposes of all legal rights, including, but not limited to, the right to elect and remove directors, to amend these Bylaws, to amend the Articles of Incorporation, to vote to approve or not approve mergers or consolidations, to wind up or dissolve the corporation, to sell substantially all of the assets of the corporation, and to approve transactions involving interested directors or officers.

Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all members shall have the same rights, privileges, restrictions and conditions.

The corporation may also have contributors, who may be called "members", but who are not granted voting rights in this corporation. Unqualified references to "members" in these Bylaws shall mean legal (voting) members. The rights, privileges, restrictions and conditions of contributors shall be as set from time to time by the Board of Directors and shall not conflict with these Bylaws.

Section 2. Qualification of Members and Contributors

The qualifications for membership in this corporation are as follows:

(a) Any person is qualified to become a voting member of this corporation.

The qualifications for contributor in this corporation are as follows:

(a) Any person is qualified to become a contributor of this corporation.

Section 3. Admission of Members

Applicants shall be admitted to voting membership on making application therefor In writing and upon payment of annual dues.

Section 4. Fees, Dues and Assessments

(a) No fee shall be charged for making application for membership in the corporation.

(b) The annual dues for members shall be in such amount as may be specified from time to time by resolution of the Board of Directors, and shall be the same for all members applying during the time period under which a given dues amount is effective.

(c) Memberships shall be nonassessable.

(d) The annual dues for contributors shall be in such amount as may be specified from time to time by resolution of the Board of Directors.

Section 5. Number of Members

There is no limit on the number of members the corporation may admit.

Section 6. Membership Record

The corporation shall keep a membership record containing the name and address of each member. Termination of the membership of any member shall be recorded in the record, together with the date of termination of such 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.

The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member's interest as a member without their consent as provided by Section 12 of this Article.

Section 7. Non-liability of Members

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

Section 8. Non-transferability of Memberships and Contributorships

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.

No contributor may transfer a contributorship or any right arising therefrom. All rights of contributorship cease upon the contributor's death.

Section 9. Termination of Membership

(a) Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:

(1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

(2) Upon a determination by the Board of Directors that the member has engaged In conduct materially and seriously prejudicial to the interests or purposes of the corporation.

(3) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty- (30) day period following the member's receipt of the written notification of delinquency.

(b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this Section, the following procedure shall be implemented:

(1) 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 therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.

(2) 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 hearing on his or her proposed expulsion.

(3) Following the hearing, 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.

(4) If this corporation has provided for the payment of dues by members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be pro-rated to return only the unaccrued balance remaining for the period of the dues payment.

Section 10. Rights on Termination of Membership or Contributorship

All rights of a member in the corporation shall cease on termination of membership as herein provided.

All rights of a contributor shall cease on termination of contributorship as herein provided.

Section 11. Amendments Resulting in the Termination of Memberships

Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of this corporation would result In the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.

Section 12. Privacy of Members

The Secretary shall ensure that all records of members' and contributors' names, addresses, phone numbers and other contact information can be marked confidential. On request of any member or contributor, the Secretary shall mark his or her contact information confidential.

All forms of the corporation requesting contact information shall permit the contact person to indicate that he or she want his or her contact information held confidential and the Secretary shall verify that his or her contact information is so marked when recorded. The absence of an indication on such form that the contact person wants his or her contact information held confidential shall be prima facie evidence that they do not want it held confidential, and the corporation may use such information for any lawful purpose, including but not limited to, sale of such information to third parties.

The corporation shall not release to anyone other than directors and/or officers of the corporation the contact information of anyone requesting that his or her information be confidential, except as required by law or the Articles of Incorporation and notwithstanding any other provision of these Bylaws. In cases where these Bylaws call for the corporation to make such information available to members for notice or any other reason, the Secretary of the corporation may and shall either provide the notice or other material directly or by mail to the confidential member or contributor at the expense of the member or members sending it or shall keep such notice or material at the corporation's principal office and give notice to the confidential member or contributor that they have such notice or material to be picked up. The corporation shall then make notices and materials so held available to the confidential member or contributor at all reasonable hours.

Section 13. Termination of Contributorships

Contributorships may be terminated for any reason by majority vote of the board or by action of the President. If this corporation has provided for the payment of dues by contributors, any person terminated under this Section shall receive a refund of dues already paid. The refund shall be pro-rated to return only the unaccrued balance remaining for the period of the dues payment.


Article 13. Meetings of Members

Section 1. Place of Meetings

Business meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the State of California as may be designated from time to time by resolution of the Board of Directors. Other meetings of members may be held at other locations, but official corporate business may not be conducted at such meetings. Unqualified references to "meeting" or "meetings" in these Bylaws shall mean "business meeting(s)".

Section 2. Annual and Other Regular Meetings

The members shall meet annually either on the first Monday of June each year at 7:30 p.m. or in June on a day and time set by the Board of Directors, for the purpose of electing directors and transacting other business as may come before the meeting.

Other regular business meetings of the members shall be held whenever there is a general meeting of the members called by the Board of Directors. The person leading the general meeting shall open up a business section of the meeting, which shall continue until a motion is passed to adjourn, and such business section of the meeting shall be conducted as specified in Section 9 of this Article.

If the day fixed for the annual meeting or other regular business meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day.

Section 3. Special Meetings of Members

(a) Persons Who May Call Special Meetings of Members. Special meetings of the members shall be called by the Board of Directors or the President of the corporation. In addition, special meetings of the members for any lawful purpose may be called by five percent (5%) or more of the members.

Section 4. Notice of Meetings

(a) Time of Notice. 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 five (5) nor more than ninety (90) 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 by first-class, registered, or certified mail, that notice shall be given twenty (20) days before the meeting. No notice is required for meetings under Article 13 Section 2 paragraph 2 unless required under Section 4 paragraph (f).

(b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by mail or other means of written communication, including electrically transmitted, 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 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.

(c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meting and (1) in the case of a special meeting, the general nature of business to be transacted, and no other business may be transacted, or (2) in the case of a regular business meeting. those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. 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.

(d) Notice of 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 President or Secretary of the corporation. The Secretary 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) nor 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 set the date and give the notice themselves.

(e) Waiver of Notice of Meetings. The transaction of any meeting of members, however called and noticed, and whenever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this Section, the waiver of notice or consent shall state the general nature of the proposal.

(f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:

(1) Removal of directors without cause;

(2) Filling of vacancies on the Board by members;

(3) Amending the Articles of Incorporation; and

(4) An election to voluntarily windup and dissolve the corporation.

Section 5. Quorum for Meetings

A quorum shall consist of ten percent (10%) of members of the corporation.

The members 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 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.

In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting.

When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, 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 of the time and place of the adjourned meeting. However, if after the 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. A meeting shall not be adjourned for more than forty-five (45) days.

Notwithstanding any other provision of this Article, if this corporation authorizes members to conduct a meeting with a quorum of less than one-third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person or by proxy, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.

Section 6. Majority Action as Membership Action

Every act or decision done or made by a majority of members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation, or these Bylaws require a greater number.

Section 7. Voting Rights

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote, unless one or more members call for a written ballot, in which case a written ballot shall be used. Election of Directors, however, shall be by ballot

Section 8. Proxy Voting

Members entitled to vote shall not be permitted to vote or act by proxy.

Section 9. Conduct of Meetings

Meetings of members shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of both, by a chair chosen by a majority of the members, present in person or by proxy. The Secretary of the corporation shall act as secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be governed by the parliamentary authority of the corporation, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of lncorporation of this corporation, or with provisions of law.

Section 10. Action by Written Ballot Without a Meeting

Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or 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 return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of this Article.

All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for 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 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 the 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 director, but shall count towards a quorum.

A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.

Section 11. Reasonable Nomination and Election Procedures

This corporation shall make available to members reasonable nomination and election procedures with respect to the election by members of the President, the Vice President and the directors at-large of the corporation. 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.

(b) A reasonable opportunity for a nominee to communicate to the members the nominee's qualifications and the reasons for the nominee's candidacy.

(c) A reasonable opportunity for all nominees to solicit votes.

(d) A reasonable opportunity for all members to choose among the nominees.

Upon the written request by any nominee for election to the offices named in this Section 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 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

(2) Obtain from the Secretary, upon written demand and payment of a reasonable charge, 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 the corporation distributes any written election material soliciting votes for any nominee for President, Vice President or director at the corporation's expense, it shall make available, at the corporation's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.

Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of electing directors by any member present at the meeting in person or by proxy. However, if the corporation has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5221 of the California Nonprofit Public Benefit Corporation Law may be used to nominate persons for election to the Board of Directors.

If this corporation has five thousand (5,000) or more members, then the nomination and election procedures specified in 5522 of the California Nonprofit Public Benefit Corporation Law shall be followed by this corporation in nominating and electing persons to the Board of Directors.

Nomination and election procedures in this Section shall apply to the President of the corporation and the Vice President of the corporation in the same way as to directors.

Section 12. Action by Unanimous Written Consent Without Meeting

Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall Individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

Section 13. Record Date for Meetings

The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to 5611 of the California Nonprofit Public Benefit Corporation Law.

[End of Bylaws adopted by Initial Directors.]





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