BYLAWS OF
“THE Advocates for Nisene Marks State Park
The name of this corporation is “The
I. Offices of the Corporation
A. Principal Office
The principal office for the transaction of the activities and affairs of the corporation (principal office) is located at
II. Purposes and Limitations
A. General Purposes
This 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 for public and charitable purposes.
B. Specific Purposes
The specific purposes for which this corporation is organized are to raise funds to help support the maintenance and improvement of
C. Limitations
III. Members
A. Corporations With Non-Voting Members
1. Qualifications and Rights of Membership
a. Classes and Qualifications
This corporation shall have one class of non-voting members, designated as Associate Members. Any person dedicated to the purposes of this corporation shall be eligible for membership on approval of the membership application by the board and on timely payment of such dues and fees as the board may fix from time to time. Associate Members are not required to meet.
2. Dues, Fees, and Assessments
Each Associate Member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the board. The dues, fees, and assessments shall be equal for all members of each class, but the board may, in its discretion, set different dues, fees, and assessments for each class.
3. Good Standing
Those Associate Members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.
4. Termination and Suspension of Associate Members
a. Causes of Termination
An Associate Membership shall terminate on occurrence of any of the following events:
(1) Resignation of the member, on reasonable notice to the corporation;
(2) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the board;
(3) Failure of the member to pay dues, fees, or assessments as set by the board within ninety (90) days after they become due and payable;
(4) Occurrence of any event that renders the members ineligible for membership, or failure to satisfy membership qualifications;
(5) Expulsion of the member under Section III of these bylaws based on the good faith determination by the board, or a committee or person authorized by the board to make such a determination that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.
b. Suspension of Membership
(1) A member may be suspended, under these bylaws, based on the good faith determination by the board or a committee or person authorized by the board to make such a determination, that the member has failed in a material and serious degree to observe the corporation’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interest of the corporation. A person whose membership is suspended shall not be a member during the period of suspension.
c. Procedure for Expulsion or Suspension
If grounds appear to exist for expulsion or suspension of a member under these bylaws, the procedure set forth below shall be followed:
(1) The member shall be given 15 days’ prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonable calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the corporation’s records.
(2) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered by the board or by a committee or person authorized by the board to determine whether the expulsion or suspension should take place.
(3) The board, committee, or person shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the board committee, or person shall be final.
(4) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
5. No Transfer of Memberships
No membership or right arising from membership shall be transferred. All membership rights cease on the member’s death or dissolution.
IV. Directors
A. Powers
1. General Corporate Powers
a. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.
2. Specific Powers
a. Without prejudice to the general powers set forth in Paragraph IV (A)(1) of these bylaws, but subject to the same limitations, the directors shall have the power to:
(1) Appoint and remove, at the pleasure of the board, all the corporation’s officers, agents, and employees; prescribe powers and duties for them that are consistent with law, with the articles of incorporation, and with these bylaws; and fix their compensation, if any.
(2) Change the principal office of the principal business office in
(3) Adopt and use a corporate seal; prescribe the forms of membership certificates; and alter the forms of the seal and certificates.
(4) Borrow money and incur indebtedness on behalf of the corporation 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.
B. Number and Qualification of Directors
1. Authorized Number and Qualifications
The board of directors shall consist of 9 directors until changed by amendment to these bylaws. To qualify as a director, a person must be an Associate Member and be dedicated to the purposes of this corporation.
2. Restriction on Interested Persons as Directors
No more than 49 percent of the persons serving on the board may be interested persons. An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. A person with standing under Corporation Code Section 5142 may bring an action to correct any violation of this section. The court may enter any order which shall provide an equitable and fair remedy to the corporation, including, but not limited to, an order for the election of additional directors, an order to enlarge the size of the board, or an order for the removal of directors. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
C. Election, Designation, and Term of Office
All directors shall be elected by a majority vote of the
non-consecutive terms.
D. Vacancies on
1. Events Causing Vacancy
A vacancy or vacancies on the board shall exist on the occurrence of the following: (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 declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Nonprofit Public Benefit Corporation Law; (c) the vote of a majority of all directors to remove any director(s); (d) the increase of the authorized number of directors; or (e) the failure of the directors at any meeting of directors at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.
2. Resignations
Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney general of
3. Filling Vacancies
Vacancies on the board may be filled by a majority of the directors then in office, whether or not there is a quorum in office or by a sole remaining director.
4. No Vacancy on Reduction of Number of Directors
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
E. Directors’ Meetings
1. Place of Meetings
Meetings of the board shall be held at any place within or outside
2. Meetings by Telephone or Other Communication Equipment
Members of the board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. Participation in a meeting through use of conference telephone pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation through use of electronic video screen communication or other communications equipment (other than conference telephone) pursuant to this subdivision constitutes presence in person at that meeting if all of the following apply:
a. Each member participating in the meeting can communicate with all of the other members concurrently.
b. Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to a specific action to be taken by the corporation.
c. The corporation adopts and implements some 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.
3. Annual Meeting
The board shall hold an annual meeting for purposes of organization, election of directors, officers, and transaction of other business. Notice of this meeting is required. The method and time of Notice is the same as set forth under Special Meetings.
4. Special Meetings
a. Authority to Call
Special meetings of the board for any purpose may be called at any time by the chairman of the board, if any, the president or any vice president, or the secretary or any two directors.
b. Notice
Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.
(1) Time Requirements
Notices sent by first-class mail shall be deposited in the
(2) Notice Contents
The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.
5. Quorum
A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. 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 the 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 directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
6. Waiver of Notice
Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
7. Adjournment
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
8. Notice of Adjourned Meeting
Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
F. Action Without a Meeting
Any action that the board is required or permitted to take may be taken without a meeting if all members of the board 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
G. Compensation and Reimbursement
Directors and members of committees may receive such compensation, if any, for their services as directors or officers, and such reimbursement of expenses, as the board may determine by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.
H. Committees
1. Committees of the
The board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no persons who are not directors, 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, to the extent provided in the board resolution, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
a. Take any final action on any matter that, under the California Nonprofit Public benefit Corporation Law, also requires approval of the board;
b. Fill vacancies on the board or on any committee that has the authority of the board;
c. Fix compensation of the directors for serving on the board or on any committee;
d. Amend or repeal bylaws or adopt new bylaws;
e. Amend or repeal any resolution of the board that by its express terms is not so amendable or repealable;
f. Create any other committees of the board or appoint the members of committees of the board;
g. Expend corporate funds to support a nominee for director after more people have been nominated for director than can be elected; or
h. Approve any contract or transaction to which the corporation is a
2. Meetings and Action of Committees
Meetings and actions or committees of the board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by board resolution or, if there is none, by resolution of the committee of the board. Minutes of each meeting of any committee of the board shall be kept and shall be filed with the corporate records. The board may adopt rules for the government of any committee, provided they are consistent with these bylaws, or in the absence of rules adopted by the board, the committee may adopt such rules.
V. Officers
A. Officers of the Corporation
The officers of the corporation shall be a president, a secretary, and a chief financial officer. The corporation may also have, at the board’s discretion, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with these bylaws. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as either the president or the chairman of the board.
B. Election of Officers
The officers of the corporation, except those appointed under Paragraph V (C) the bylaws, shall be chosen annually by the board and shall serve at the pleasure of the board subject to the rights, if any, of any officer under any contract of employment.
C. Other Officers
The board may appoint and may authorize the chairman of the board, the president, or other officer, to appoint any other officers that the corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined by the board.
D. Removal of Officers
Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause by the board and also, if the officer was not chosen by the board, by any officer on whom the board may confer that power of removal.
E. Resignation of Officers
Any officer may resign at any time by giving written notice to the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a
F. 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 regular appointments to that office, provided, however, that vacancy need not be filled on an annual basis.
G. Responsibilities of Officers
1. Chairman of the
If a chairman of the board is elected, he or she shall preside at meetings of the board 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 chief executive officer and shall have the powers and duties of the president of the corporation prescribed by these bylaws.
2. President
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 be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers. The president shall preside in the absence of the chairman of the board, or if there is none, at all board meetings. The president shall have such other powers and duties as the board or the bylaws may prescribe.
3. Secretary
(a) Book of Minutes
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, regular, or special, and, if special, how authorized, the notice given and the names of those present at board and committee meetings. The secretary shall keep or cause to be kept, at the principal office in
(b) Notices, Seal, and Other Duties
The secretary shall give, or cause to be given, notice of all meetings of the board and of committees of the board required by these bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
4. Chief Financial Officer
(a) Books of Account
The chief financial officer 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 chief financial officer shall send or cause to be given to the members and 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.
(b) Deposit and Disbursement of Money and Valuables
The chief financial officer shall 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, shall disburse the corporation’s funds as the board may order, shall render to the president, chairman of the board, if any, and the board, when requested an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
VI. Indemnification
A. Right of Indemnity
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 Corporations Code, including persons formerly occupying and such position, 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 Section 5238(a) of the California Corporations Code.
B. Approval of Indemnity
On written request to the board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
C. Advancement of Expenses
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 these bylaws in defending any proceeding covered 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 determined that the person is entitled to be indemnified by the corporation for those expenses.
VII. Insurance
The 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, against any liability asserted or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
VIII. Records and Reports
A. Maintenance of Corporate Records
The corporation shall keep:
1. Adequate and correct books and records of account;
2. Written minutes of the proceedings of its board, and committees of the board; and
3. A record of each member’s name, address, and class of membership.
B. Inspection by Directors
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 of its subsidiaries. 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.
C. Annual Report
1. 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. The report shall contain the following information, in appropriate detail, for the fiscal year:
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.
c. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes.
d. The expenses or disbursements of the corporation for both general and restricted purposes.
e. Any information required by Paragraph D below or these bylaws.
2. The annual report shall be accompanied by any report on it of independent accounts or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation’s books and records.
3. 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 and to any member who requests it in writing.
D. Annual Statement of Certain Transactions and Indemnifications
As part of the annual report to all directors, or as a separate document if no annual report is issued, the corporation shall annually prepare and mail or deliver to each director a statement of any transaction or indemnification of the following kind within 120 days after the end of the corporation’s fiscal year:
1. Any transaction (i) in which the corporation, its parent, or its subsidiary was a
(a) Any director or officer of the corporation, its parent, or subsidiary (but mer common directorship shall not be considered such an interest); or
(b) Any holder of more than ten 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.
2. Any indemnification or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under these bylaws, unless that indemnification has already been approved by the members under Section 5238(e)(2) of the California Corporations Code.
IX. Construction and Definitions
Unless the context requires otherwise, the general provisions, rule 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.
X. Amendments
Amendment by
CERTIFICATE OF SECRETARY
I CERTIFY THAT I AM THE DULY ELECTED AND ACTING Secretary of ____________, A California nonprofit public benefit corporation, that the above bylaws, consisting of ____ pages, are the bylaws of this corporation as adopted by the board of directors on ___________________________________, and that they have not been amended or modified since that date.
Executed on __________________________ at _______________________,
________________________________
Secretary
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