Bylaws are an organization's operating manual. They define how the board functions, roles and duties of directors and officers, rules and procedures for holding board meetings, electing directors, and appointing officers, and other essential governance matters.
A California Nonprofit Public Benefit Corporation
Adopted September 7, 2016
ARTICLE 1 NAME
The name of this corporation is OpenCollective Foundation (the ”Corporation”).
ARTICLE 2 OFFICES
The principal office for the transaction of the activities and affairs of this Corporation is located at 340 S. Lemon Ave., #3717, Walnut, CA 91789. The Board of Directors (the “Board”) may change the location of the principal office. Any such change of location must be noted by the Secretary on these Bylaws opposite this Section; alternatively, this Section may be amended to state the new location.
The Board may at any time establish branch or subordinate offices at any place or places where this Corporation is qualified to conduct its activities.
ARTICLE 3 PURPOSES; LIMITATIONS SECTION 3.1 GENERAL AND SPECIFIC PURPOSES
The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law exclusively for public and charitable purposes. The Corporation is organized exclusively for chartiable or educational purposes within the meaning of Internal Revenue Code §501(c)(3) or any successor statute; specifically, the Corporation enables individuals and groups, working together, to create and invest in projects that benefit the public by providing services and support, including fiscal sponsorship.
SECTION 3.2 PROHIBITED ACTIVITIES; DEDICATION; DISTRIBUTION 3.2.1 Prohibited Activities
(a) The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of the Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from federal income taxation under Internal Revenue Code Section 501(c)(3) or any successor statute, or (ii) a corporation, contributions to which are deductible under Internal Revenue Code Section 170(c)(2) or any successor statute.
(b) No substantial part of the activities of the Corporation shall consist of lobbying or attempting to influence legislation by propaganda or otherwise, except to the extent that an organization exempt from federal income tax under Section 501(c)(3) of the Code can engage in such activities without incurring any penalties, excise taxes or losing its status as an organization exempt from federal income tax under Section 501(c)(3) of the Code.
(c) The Corporation shall not, directly or indirectly, participate or intervene in (including by publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
All corporate property is irrevocably dedicated to the purposes set forth in Section 3.1 of these Bylaws, and no part of its net earnings shall inure to the benefit of any Director or officer of the Corporation, or any private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation to its Directors or officers for services rendered, and to make payments and distributions in furtherance of the purposes of the Corporation and subject to limitations of Sections 3.2.1 and 3.2.3.
3.2.3 Distributions; Dissolution
Upon dissolution and winding up of the Corporation, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code Section 501(c)(3).
ARTICLE 4 MEMBERSHIP
The Corporation shall have no members.
ARTICLE 5 BOARD OF DIRECTORS SECTION 5.1 GENERAL POWERS
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation and these Bylaws, the affairs and activities of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. Among its general powers and duties, the Board shall take such action as it deems necessary to preserve and enhance the reputation and integrity of the Corporation.
SECTION 5.2 SPECIFIC POWERS
Without prejudice to the general powers set forth in Section 5.1 of these Bylaws, but subject to the same limitations, the Board shall have the power to:
(a) Review and approve all contributions proposed to be made to the Corporation (other than those valued at less than One Thousand Dollars ($1,000.00) (a “De Minimis Amount”)) to ensure that (i) the reputation of the donors and (ii) the receipt and intended use of such contributions are consistent with the purposes of the Corporation.
(b) Appoint and remove, at the discretion of the Board, all corporate officers, agents, and employees; prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation, and these Bylaws; fix their compensation; and require from them security for faithful service.
(c) Change the principal office or the principal business office in California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; and conduct its activities in or outside California.
(d) Borrow money and incur indebtedness on the Corporation’s behalf and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
(e) Adopt and use a corporate seal and alter the forms of the seal.
SECTION 5.3 NUMBER
The Board shall consist of at least one (1) Director and not more than twenty (20) Directors unless changed by amendment to these Bylaws. The exact number of Directors shall be fixed, within this limit, by a resolution adopted by the Board.
SECTION 5.4 RESTRICTION ON INTERESTED PERSONS AS DIRECTORS
No more than forty-nine (49) percent of the persons serving on the Board may be “interested persons.” An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father- in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the Corporation.
SECTION 5.5 ELECTION OF DIRECTORS 5.5.1 Initial Directors
The incorporator shall designate the initial Director(s).
5.5.2 Successor Directors
Successor Directors shall be elected each year by the Board at its annual meeting.
SECTION 5.6 TERM OF OFFICE
Unless a Director dies, resigns, or is removed, he or she shall hold office for a term of two years, except as provided below. A Director may serve for unlimited consecutive terms. The Directors shall be equally divided into two classes designated as Class I and Class II, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. At the first annual meeting of the Board, the term of office of the Class I Directors shall be elected for a full term of two years. At the second annual meeting of the Board, the term of office of the Class II Directors shall expire, and Class II Directors shall be elected for a full term of two years.
SECTION 5.7 FILLING VACANCIES ON BOARD
Vacancies on the Board may be filled by approval of the Board, or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held according to notice or waivers of notice complying with Section 5211 of the California Nonprofit Public Benefit Corporation Law, or (3) a sole remaining Director. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
SECTION 5.8 EVENTS CAUSING VACANCY ON BOARD
A vacancy or vacancies on the Board shall occur in the event of (a) the death or resignation of any Director; (b) the declaration by resolution of the Board of a vacancy in the office of a Director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3 or (c) the increase of the authorized number of Directors.
SECTION 5.9 RESIGNATION OF DIRECTORS
Except as provided below, any Director may resign by giving written notice to the Chairman of the Board, if any, or to the President or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Director’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.
SECTION 5.10 NO VACANCY ON REDUCTION OF NUMBER OF DIRECTORS
Any reduction of the authorized number of Directors shall not result in any Director being removed before his or her term of office expires.
SECTION 5.11 MEETINGS OF BOARD
5.11.1 Place of Board Meetings
Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the Corporation.
5.11.2 Meetings by Telephone or other Telecommunications Equipment
Any Board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if all of the following apply:
(a) Each member participating in the meeting can communicate concurrently with all the other members.
(b) Each member is provided the means of participating in all matters before the Board, including the capacity to propose or to interpose an objection to, a specific action to be taken by the Corporation.
(c) The Board has adopted and implemented a means of verifying both of the following:
(1) A person participating in the meeting is a Director or other person entitled to participate in the Board meeting.
(2) All actions of or votes by the Board are taken or cast only by the Directors and not by persons who are not Directors.
5.11.3 Annual Meetings
The annual meeting of the Board shall be held on the first Monday of December. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.
5.11.4 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the Chairman of the Board, the President, or any two Directors, or in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place either within or outside the State of California as the place for holding any special Board or committee meeting called by them.
5.11.5 Notice of Special Meetings
Notice of the time and place of special meetings shall be given to each Director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; (d) facsimile; (e) electronic mail or (f) other electronic means. All such notices shall be given or sent to the Director’s address or telephone number as shown on the Corporation’s records.
Notices sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, at least 48 hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other than the Corporation’s principal office. The notice need not specify the purpose of the meeting.
5.11.6 Waiver of Notice
(a) In Writing: Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
(b) By Attendance: Notice of a meeting need not be given to any Director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
A majority of the authorized number of Directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be an act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board and (d) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some Directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
5.11.8 Manner of Acting
The act of the majority of Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable California law.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.
5.11.10Action by Board without a Meeting
Any action that the Board is required or permitted to take may be taken without a meeting if all Directors consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the Corporation is a party and who is an “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.
SECTION 5.12 COMMITTEES OF BOARD
5.12.1 Creation and Power of Committees
The Board, by resolution adopted by a majority of the Directors then in office, may create one or more committees, each consisting of two or more Directors and no one who is not a Director, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee shall have all the authority of the Board, to the extent provided in the Board resolution, except that no committee may:
- 1.(a) Fill vacancies on the Board or any committee of the Board;
- 2.(b) Fix compensation of the Directors for serving on the Board or on any
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
(e) Create any other committees of the Board or appoint the members of committees of the Board;
(f) Expend corporate funds to support a nominee for Director if more people have been nominated for Director than can be elected;
(g) Approve any contract or transaction to which the Corporation is a party and in which one or more of its Directors has a material financial interest, except as special approval is provided for in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.
5.12.2 Executive Committee
The Board may, by a majority of Directors, designate two (2) or more of its members 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, subject to the limitations of Section 5.12.1. 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 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.
5.12.3 Permanent Committees
In addition to the Executive Committee, the Board may, by a majority of its members, designate two (2) or more of its members to constitute such permanent committees as the Board may see fit. These committees shall act in an advisory capacity to the Board, and shall be required to report their recommendations for action by the Board or the Executive Committee. These committees will meet on a regular basis and shall keep regular minutes of their 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.
5.12.4 Meetings and Action of Committees
Meetings and actions of committees of the Board shall be governed by, held and taken under the provisions of these Bylaws concerning meetings and other Board actions, except that the time for general meetings of such committees and the calling of special meetings of such committees may be set either by Board resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The Board may adopt rules for the governance of any committee as long as the rules are consistent with these Bylaws. If the Board has not adopted rules, the committee may do so.
Any member of any committee may resign at any time by delivering written notice thereof to the Chairman of the Board, the President, the Secretary or the chairman of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein; the acceptance of such resignation shall not be necessary to make it effective.
5.12.6 Removal of Committee Member
The Board, by resolution adopted by a majority of Directors in office, may remove from office any member of any committee elected or appointed by it.
SECTION 5.13 COMPENSATION AND REIMBURSEMENTS
Directors and members of committees of the Board shall not receive compensation for their services as Directors or officers, but may receive reimbursement of just and reasonable expenses related to attendance at regular or special meetings of the Board or any of its committees, at levels established by the full Board.
SECTION 5.14 INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
ARTICLE 6 OFFICERS SECTION 6.1 OFFICES HELD
The officers of this Corporation shall be a Chairman of the Board, a Vice-Chairman of the Board, a President, a Treasurer, and a Secretary. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as either the President or the Chairman of the Board.
SECTION 6.2 ELECTION OF OFFICERS
The officers of this Corporation, except any appointed under Section 6.3 of these Bylaws, shall be elected by the Board to serve until a successor has been duly elected and qualified.
SECTION 6.3 APPOINTMENT OF OTHER OFFICERS
The Board may appoint and authorize the Chairman of the Board, the President, or another officer to appoint any other officers that the Corporation may require. Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in the Bylaws or established by the Board.
SECTION 6.4 REMOVAL OF OFFICERS
An officer or agent elected or appointed by the Board may be removed by the affirmative vote of at least a majority of the number of Directors fixed by or in the manner provided by these Bylaws whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 6.5 RESIGNATION OF OFFICERS
Any officer may resign at any time by delivering written notice to the Board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the Corporation under any contract to which the officer is a party.
SECTION 6.6 VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for normal appointments to that office, provided, however, that vacancies need not be filled on an annual basis.
SECTION 6.7 RESPONSIBILITIES OF OFFICERS
6.7.1 Chairman of the Board
If a Chairman of the Board is elected, he or she shall preside at Board meetings and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairman of the Board shall also be the President and shall have the powers and duties of the President of the Corporation set forth in these Bylaws.
Subject to such supervisory powers as the Board may give to the Chairman of the Board, if any, and subject to the control of the Board, the President shall serve as the general manager of the Corporation and shall supervise, direct and control the Corporation’s activities, affairs and officers. The President may sign deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution thereof have been expressly
delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. The President shall preside, in the absence of the Chairman of the Board, or if none, at all Board meetings. The President shall have such other powers and duties as the Board or the Bylaws may require.
The Secretary shall keep or cause to be kept, at the Corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and of committees of the Board. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; and the names of persons present at Board and committee meetings.
The Secretary shall keep or cause to be kept, at the principal California office, a copy of the Articles of Incorporation and Bylaws, as amended to date.
The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board that these Bylaws require to be given. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may require.
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation’s properties and transactions. The Treasurer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times.
The Treasurer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate; (ii) disburse the Corporation’s funds as the Board may order; (iii) render to the President, Chairman of the Board, if any, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of the Corporation; and (iv) have such other powers and perform such other duties as the Board or these Bylaws may require.
If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement or removal from office.
ARTICLE 7 EXECUTIVE DIRECTOR
The corporation may employ an Executive Director who shall be appointed, employed, and discharged by the Board. If employed, the Executive Director shall manage the affairs of the corporation according to the policies, principles, practices and budget authorized by the Board, and shall be responsible for management of personnel, finances and programs. If employed, the Executive Director shall be responsible for staff management including hiring, training, disciplinary action, and discharge. If employed, the Executive Director shall serve as an ex-officio, non-voting member of the Board. For the purpose of determining the number of Directors serving the corporation, the Executive Director shall not be considered a member of the Board.
ARTICLE 8 ADMINISTRATIVE AND FINANCIAL PROVISIONS SECTION 8.1 CONTRACTS WITH DIRECTORS AND OFFICERS
No Director of this Corporation nor any other corporation, firm, association, or other entity in which one or more of this Corporation’s Directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this Corporation, unless (a) the material facts regarding that Director’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the Board prior to the Board’s consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the votes of the interested Directors; (c) before authorizing or approving the transaction, the Board considers and in good faith decides after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances and (d) the Corporation for its own benefit enters into the transaction, which is fair and reasonable to the Corporation at the time the transaction is entered into.
This Section does not apply to a transaction that is part of an educational or charitable program of this Corporation if it (a) is approved or authorized by the Corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more Directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this Corporation.
SECTION 8.2 LOANS
No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
SECTION 8.3 LOANS TO DIRECTORS, EMPLOYEES AND OFFICERS
This Corporation shall not lend any money or property to or guarantee the obligation of any Director, officer or employee without the approval of the California Attorney General; provided, however, that the Corporation may advance money to a Director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that Director or officer would be entitled to reimbursement for such expenses by the Corporation.
SECTION 8.4 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.
SECTION 8.5 DEPOSITS
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.
SECTION 8.6 MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep, at its principal or registered office, copies of its current Articles of Incorporation and these Bylaws, correct and adequate records of accounts and finances, minutes of the proceedings of the Board and any minutes maintained by committees of the Board, records of the names and post office addresses of its officers and Directors, and such other records as may be necessary or advisable.
SECTION 8.7 CORPORATE SEAL
If the Board determines that it is advisable, the Corporation shall have a corporate seal consisting of the name of the Corporation, the state of its incorporation and the year of its incorporation.
SECTION 8.8 ACCOUNTING YEAR
Unless a different accounting year is at any time selected be the Board, the accounting year of the Corporation shall be the twelve (12) months ending December 31.
ARTICLE 9 INDEMNIFICATION
To the fullest extent permitted by law, this Corporation shall indemnify its Directors, officers, employees, and other persons described in Section 5238(a) of the California Nonprofit Public Benefit Corporation Law, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that
Section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. “Expenses,” as used in this Bylaw, shall have the same meaning as in that Section of the California Nonprofit Public Benefit Corporation Law. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Nonprofit Public Benefit Corporation Law, the Board shall promptly decide under Section 5238(e) of the California Nonprofit Public Benefit Corporation Law whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) of the California Nonprofit Public Benefit Corporation Law has been met and, if so, the Board shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Article 8 of these Bylaws in defending any proceeding covered by that Article shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the Corporation for those expenses.
ARTICLE 10 INSURANCE
This Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, Director, employee, or agent in such capacity or arising from the officer’s, Director’s, employee’s, or agent’s status as such.
ARTICLE 11 ANNUAL REPORT AND STATEMENT SECTION 11.1 ANNUAL REPORT
The Board shall cause an annual report to be sent to the Directors within 120 days after the end of the Corporation’s fiscal year. That 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;
- 1.(b) The principal changes in assets and liabilities, including trust funds;
- 2.(c) The Corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;
(d) The Corporation’s expenses or disbursements for both general and restricted purposes;
(e) Any information required by Article 10 of these Bylaws; and
(f) An independent accountants’ report or, if none, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the Corporation’s books and records.
This requirement of an annual report shall not apply if the Corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all Directors.
SECTION 11.2 ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS
As part of the annual report, or as a separate document if no annual report is issued, the Corporation shall, within 120 days after the end of the Corporation’s fiscal year, annually prepare and mail or deliver to each Director a statement of any transaction or indemnification of the following kind:
(a) Any transaction (i) in which the Corporation, or its parent or subsidiary, was a party, (11) in which an “interested person” had a direct or indirect material financial interest, and (c) which involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” is either:
(1) Any Director or officer of the Corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest); or
(2) Any holder of more than ten (10) percent of the voting power of the Corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction and if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.
(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Corporation under Article 10 of these Bylaws, unless that indemnification has already been approved by the Board under Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 12 AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Directors fixed by or in the manner provided by these Bylaws, or by the written consent of all Directors. If any provision of these Bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed except by that greater vote.
ARTICLE 13 CONSTRUCTION
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular and the term “person” includes both a legal entity and a natural person.