Bylaws of NLGJA: The Association of LGBTQ+ Journalists,
A Not-For-Profit Corporation Based in California
Article 1: Offices
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in Alameda 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.
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 objectives and purposes of this corporation shall be: to promote and protect civil rights for lesbians and gay men in mainstream journalism workplaces; to educate and encourage the mainstream media to cover lesbian and gay communities and issues more accurately, comprehensively and responsibly; to reduce societal misunderstandings about and prejudices against lesbian and gay people and cultures; and to create a forum in which lesbian and gay journalists can discuss their professional, ethical and community concerns. The corporation shall not restrict participation or discriminate against participants on the basis of race, gender, religion, creed, national origin, age, physical or mental disability, HIV or AIDS status or sexual orientation. It shall actively seek and encourage ethnic diversity and gender parity among participants in all its activities.
Article 3: Directors
SECTION 1. NUMBER
The corporation shall have no fewer than thirteen directors and no more than seventeen. Collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, 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 Bylaws, 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:
Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
Meet at such times and places as required by these Bylaws;
Register their addresses with the Secretary of the corporation; and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof;
SECTION 4. TERMS OF OFFICE
SIZE AND COMPOSITION – The board of directors of NLGJA shall be composed of 13 to 17 members, allocated as follows: five officers (president, vice president for print, vice president for broadcast, secretary and treasurer); eight membership directors chosen as provided in section 8; and up to four appointed directors, chosen as provided in section 8. The Executive Committee shall consist of the officers of the organization. In this and in all other NLGJA documents the term “membership director” shall be understood to mean a member of the national board other than an officer.
GEOGRAPHIC DIVERSITY – No more than two membership directors from any one chapter may be elected in any general election. If an election result would violate this rule, the winning membership director candidate from the chapter in question with the lowest vote total shall be eliminated from contention and the first runner-up deemed elected instead; this elimination procedure shall be repeated as necessary until the number of membership directors chosen from that chapter in that election has been reduced to two. Should a membership director change chapter affiliation in midterm as the result of a geographic relocation, he or she for the remainder of that term will be considered a member of the chapter in which he or she resided at the time of his or her election. Officers will not be counted against the number of membership directors in a chapter.
TERM LIMITS: The Board may set term limits for officers.
The board of directors of NLGJA may modify the provisions of article three, section four as necessary by resolution.
SECTION 5. COMPENSATION
Directors shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement of expenses they incur while performing their regular duties as specifies in these bylaws. Directors may not be compensated for rendering services to the corporation in any capacity other than director, unless such compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
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:
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
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; OR
Any domestic partner of any such person. For purposes of this section, “domestic partner” shall be defined as any person that both the interested party and the other individual define as the interested person’s domestic partner, and/or anyone registered as the interested person’s domestic partner in any city where such registration is permitted by law.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board, or at a place within or without the State of California that 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 meeting as hereinafter provided for special meetings of the board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all directors participating in such meeting can understand one another.
SECTION 8. ANNUAL MEETINGS, ELECTION OF DIRECTORS
At an annual meeting of directors, held on the last Tuesday in August each year, or on a date convenient to all members within 60 days of the last Tuesday in August, directors shall be elected by the Board of Directors in accordance with this section.
Directors may be elected by a majority of directors or by other democratic procedures that the board of directors may, from time to time, designate.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the board, the President, any Vice President, the Secretary, or by any group of directors totaling at least twenty percent (20%) of the directors then in office, 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 MEETINGS
Meetings of the board shall be held upon at least four (4) days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally or by telephone or telegraph or electronic mail. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company. If the notice is sent by electronic mail, those directors who do not use electronic mail must receive notice by another means of communication as specified in this section. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting shall be specified in the notice whenever possible.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
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.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of Directors in office at the time of a meeting.
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 defined herein, 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 Section 10 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 by 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 5283e), require a greater percentage or different voting rules for approval of a matter by the board.
If a vote of the directors results in a tie, the status quo before the vote shall be maintained. The chairman of the board, or other director presiding over the meeting in the chairman’s absence, may elect not to vote, in order to create an odd number of voters, so that a vote will not end in a tie. The chairman or other presiding director may not, however, cast a vote that creates a tie and then break the tie, except by abstaining in a subsequent vote and allowing a majority of other directors present to decide the matter.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, by the President of the corporation or, in his or her absence, by the Vice President of the corporation (by the Vice President closest to the end of his or her term, if more than one Vice President is present), 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 Meeting.
SECTION 16. ACTION BY ELECTRONIC MAIL WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if an absolute majority of the directors then in office shall approve it in a vote conducted by electronic mail. Such a vote shall be considered valid only if any director who does not use electronic mail is given a reasonable opportunity to vote by postal mail or telephone. For the purposes of this Section only, “all members of the board” shall not include any “interested director” as defined in these bylaws and/or Section 5233 of the California Nonprofit Public Benefit Corporation Law. Records of such electronic mail votes shall be filed with the minutes of the proceedings of the board. Such action shall have the same force and effect as the majority 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 consent of the Board of Directors in a vote conducted by electronic mail and that the Bylaws of this corporation authorize the directors so to 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 convicted of a felony, or 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.
Directors may be removed with or without cause by a majority of the directors then in office.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or 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 General.
Vacancies on the board may be filled by approval of the board by (1) an electronic mail vote conducted under the provisions of Section 16, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director.
A person elected to fill a vacancy as provided by this Section shall hold office until the term of the director originally elected to the position would have expired, or until his or her death, resignation or removal from office, whichever occurs first, except as provided in Article 3, Section 4 of these Bylaws.
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 Nonprofit 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 the provisions of Section 5238 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, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board. The Chairperson, President, all Vice Presidents, Secretary and Treasurer shall serve as board members ex officio.
SECTION 2. QUALIFICATION, ELECTION AND TERM OF OFFICE
Any person may serve as an officer of this corporation. Officers shall be elected by the Board of Directors at the annual meeting of the board to terms of two years, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. The Secretary, Treasurer and one Vice President shall be elected in odd-numbered years, while the President and any other Vice Presidents shall be elected in even-numbered years, for the purpose of maintaining continuity on the board.
SECTION 3. 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.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section 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 other than the President shall be filled by the Board of Directors. If the presidency becomes vacant, the Vice President who is closest to the end of his or her term shall become president. If that vice president is unable or unwilling to serve, the other vice president shall succeed to the presidency; if neither is willing or able to serve, the board shall choose a president from among its members. In the event of a vacancy in any office other than that of President, including a vacancy in the vice presidency caused by the succession of the Vice President to the presidency, such vacancy may be filled temporarily, for a period not exceeding 60 days, by appointment of the President until such time as the Board shall fill the vacancy. In all such cases, the person chosen by the Board to fill the vacancy shall serve until the end of the term to which his or her predecessor was originally elected. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, or by resolution of the Board of Directors, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF 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. If there is more than one Vice President, the Vice President who is closest to the end of his or her term shall perform the duties of the President as provided in this section.
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 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, 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;
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 mailing list;
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 mailing list, and the minutes of the proceedings of the directors or committees of the corporation;
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 transaction, 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 therefor;
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;
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 the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. The Board may, by resolution, authorize staff members to perform routine financial transactions under the supervision of the Treasurer.
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 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 President, all Vice Presidents, the Secretary and the Treasurer shall constitute an Executive Committee, to which the Board may delegate any of its powers and authority on the management of the business and affairs of the corporation, except with respect to:
Filling vacancies on the board or on the Executive Committee;
Fixing compensation of the directors or officers for their services to the corporation, but the Board may delegate to the Executive Director the power to fix the compensation of subordinate staff members;
Amending or repealing Bylaws or adopting new Bylaws;
Amending or repealing any resolution of the board which, by its express terms, may not be amended or repealed;
Expending corporate funds to support a nominee for director after there are more people nominated for director than can be elected;
Approving 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) 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 of all of the authority so delegated, increase or decrease – but not to less than two (2) – the number of committee members, and may fill vacancies thereon 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 only in an advisory capacity to the board and shall be clearly titled as “advisory” committees.
SECTION 3. MEETINGS AND ACTION OF 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 committee meetings may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees, to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
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, 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: Corporate Records, Reports and Seal
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California:
Minutes of all meetings of directors 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;
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;
A record of its mailing list;
A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the directors of the corporation at all reasonable times during office hours.
The corporation’s mailing list shall be kept in strict confidence at all times. Under no circumstances will the name or other information about any person on the list be released to anyone, unless:
The person seeking such information is an officer, director, employee or volunteer of the corporation who needs the information to perform his or her duties to the corporation; or
A person on the mailing list has expressly given an officer, director or employee of the corporation permission to release information about him- or herself.
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. 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 5. 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 interested party who requests it in writing. The report shall contain the following information, in appropriate detail:
The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
The principal changes in assets and liabilities, including trust funds, during the fiscal year;
The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
Any information required by Section 6 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 has members, then, 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.
SECTION 6. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
This corporation shall mail or deliver to all directors a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:
Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest);
Any holder of more than 10 percent (10%) of the voting power of the corporation, its parent or subsidiary.
The above statement need only be provided with respect to a transaction during the previous year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons 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 person’s interest in the transaction and, where practical, 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.
Article 8: Fiscal Year
The fiscal year of the corporation shall begin on the FIRST DAY OF JANUARY and end on the LAST DAY OF DECEMBER in each year.
Article 9: Amendment of Bylaws
These Bylaws, or any of them, including Article 3, Section 8 above, may be altered, amended or repealed, and new Bylaws adopted, solely by approval of the Board of Directors.
Article 10: Amendment of Articles
SECTION 1. AMENDMENT OF ARTICLES
Any amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors.
SECTION 2. CERTAIN AMENDMENTS
Notwithstanding Section 1 of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement that appears in the original Articles of Incorporation, or of the names and addresses of the first directors of this corporation, or the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a “Statement by a Domestic Non-Profit Corporation” pursuant to Section 6210 of the California Nonprofit 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 or 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 voting members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
Article 12: Director Action as Member Action
Except as provided by these bylaws and pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority or quorum of members, shall only require the approval of the Board of Directors.