April 06, 2017
California Minority Corporation BYLAWS
CALIFORNIA MINORITY ALLIANCE
a California nonprofit mutual benefit Corporation
AMENDED AND RESTATED BYLAWS
These Amended and Restated Bylaws (these "Bylaws") amend and fully restate any and all prior versions of the bylaws for California Minority Alliance, a California nonprofit mutual benefit Corporation (the " Corporation").
The Board of Directors (the "Board") shall fix the location of the principal office of the
Corporation at any place within the State of California.
OBJECTIVES AND PURPOSES
The purposes of the Corporation (the "Purpose") shall be as set forth in this Article III.
3.1. GENERAL PURPOSE. The Corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law of California. The purpose of the Corporation is to engage in any lawful act or activity, other than credit union business, for which a Corporation may be organized under such law.
3.2. SPECIFIC PURPOSE. Without limiting the generality of the foregoing, the specific purpose of the Corporation is to strengthen, support, and promote the economic vitality of the Corporation’s member businesses and the community of which our membership operate.
3.3. LIMITATIONS. Notwithstanding any of the foregoing statements of purposes, nothing contained in the foregoing statements of purposes shall be construed to authorize the Corporation to carry on any activity for the profit of its members, or to distribute any gains, profits, or dividends to any of its members as such, except upon dissolution or winding up of the Corporation. The Corporation shall not carry on any activities not permitted to be carried on by a Corporation exempt from federal income taxation under Section 501(c)(4) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the "Code"). Furthermore, notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation.
3.4. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provision rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws of the Corporation (these "Bylaws"). Without limiting the generality of the preceding sentence, the masculine gender includes the feminine, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.
4.1. QUALIFICATIONS, CLASSES, AND RIGHTS.
(a) Qualification and Classes. Any individual, firm, association, Corporation, partnership, estate, or other legal or business entity having an interest in the purposes and objectives of this organization shall be eligible to apply for membership in the Corporation. The Corporation shall have one class of members designated as "Active Members" and may, from time to time, have one class of members designated as "Honorary Members" (each a "Member" and collectively the "Members"). Any person dedicated to the purposes of the Corporation and meeting those requirements and subject to the limitations set forth by the Board, from time to time, shall be eligible for membership on timely payment of such dues and fees as the Board may fix from time to time.
(b) Rights of Active Members. Active Members shall have the right to vote, as set forth in these Bylaws, on the election of directors, on the disposition of all or substantially all of the assets of the Corporation, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the Corporation, and on any amendment to these Bylaws that require approval of the Members under the California Nonprofit Mutual Benefit Corporation Law. In addition, Active Members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law. If the Corporation is dissolved, Active Members shall receive a pro rata distribution of all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the Corporation and provision for any other payment required under applicable law.
(c) Rights of Honorary Members. Honorary Members shall have no rights afforded "members" under the California Nonprofit Mutual Benefit Corporation Law. Honorary Members shall have only such rights as the Board finds appropriate from time to time and no others.
4.2. DUES, FEES AND ASSESSMENTS. Each Active 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. Those Active Members who have paid the required dues, fees and assessments in accordance with these Bylaws and who are not suspended shall be Active Members in good standing.
4.3. TERMINATION OF MEMBERSHIP. The membership of any Member shall terminate upon the occurrence of any of the following events:
(a) The death or resignation of the Member;
(b) The Member's failure to pay dues, fees or assessments as set by the Board within thirty (30) days after they are due and payable;
(c) Any event that renders the Member ineligible for membership, or failure to satisfy membership qualifications; or
(d) Termination of membership by a two-thirds (2/3) vote of the directors, based on the good faith determination of the Board 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 Corporation's purposes and interests.
4.4. MEETINGS OF MEMBERS.
(a) Place of Meeting. Meetings of the Members shall be held at the principal office of the Corporation or at such other place as may be designated by the Board. The Board may authorize Members who are not present in person to participate by electronic transmission or electronic video screen communication.
(b) Authority for Electronic Meetings. If authorized by the Board in its sole discretion, and subject to the requirements of consent in California Corporations Code §20(b) and guidelines and procedures the Board may adopt, Members not physically present in person (or, if proxies are allowed, by proxy) at a meeting of the Members may, by electronic transmission by and to the Corporation or by electronic video screen communication, participate in a meeting of Members, be deemed present in person (or, if proxies are allowed, by proxy), and vote at a meeting of the Members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the Corporation or by electronic video screen communication, subject to the requirements of these Bylaws.
(c) Requirements for Electronic Meetings. A meeting of the Members may be conducted, in whole or in part, by electronic transmission by and to the Corporation or by electronic video screen communication: (1) if the Corporation implements reasonable measures to provide Members in person (or, if proxies are allowed, by proxy) a reasonable opportunity to participate in the meeting and to vote on mailers submitted to the Members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and (2) if any Member votes or takes other action at the meeting by means of electronic transmission to the Corporation or electronic video screen communication, a record of that vote or action is maintained by the Corporation. Any request by the Corporation to a Member pursuant to California Corporations Code §20(b) for consent to conduct a meeting of the Members by electronic transmission by and to the Corporation shall include a notice that absent consent of the Member pursuant to California Corporations Code §20(b), the meeting shall be held at a physical location in accordance with these Bylaws.
(d) Annual Meeting. An annual meeting of the Members shall be held within ninety (90) days after the close of each fiscal year, unless the Board fixes another date or time and so notifies Members as provided in these Bylaws. At the annual meeting, any proper business may be transacted, subject to applicable provisions of these Bylaws.
(e) Special Meetings.
(1) Authority to Call Special Meetings. A special meeting of the Members for any lawful purpose may be called at any time by the Board, the President, or by five percent (5%) or more of the Members.
(f) Notice Requirements for Members' Meetings.
(1) General Notice Requirements. Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, in accordance with Section 4.4(f)(3) of these Bylaws, to each Member entitled to vote at that meeting. The notice shall specify the place, date, and hour of that meeting and, (1) for a special meeting, the general nature of the business to be transacted, and that no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is given, intends to present for action by the Members, except as provided in Section 4.4(f)(2) of these Bylaws, any proper matter may be presented at the meeting.
(2) Notice of Certain Agenda Items. Approval by the Members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposals:
(i) Removing a director without cause;
(ii) Filling vacancies on the Board;
(iii) Amending the Articles of In Corporation;
(iv) Amending these Bylaws;
(v) Electing to wind up and dissolve the Corporation;
(vi) Approving a contract or transaction between the Corporation and one or more directors, or between the Corporation and any entity in which a director has a material financial interest; or
(vii) Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the Articles of Incorporation or Bylaws, when the Corporation is in the process of winding up.
(3) Manner of Giving Notice. Notice of any meeting of the Members shall be in writing and shall be given at least ten (10) but no more than ninety (90) days before the meeting date. The notice shall be given either personally, by electronic transmission by the Corporation, or by mail or other means of written communication, to each Member entitled to vote, at the address of that Member appearing on the books of the Corporation or at the address given by the Member to the Corporation for purposes of notice.
(a) Percentage Required. Ten percent (10%) of the voting power, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Members held in accordance with the notice requirements of Section 4.4(f) of these Bylaws.
(b) Loss of Quorum. Subject to Section 4.4(f)(2) of these Bylaws, the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough Members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.
(c) Adjournment and Notice of Adjourned Meetings. Any meeting of the Members, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Members represented at the meeting, either in person or by proxy. No meeting shall be adjourned for more than forty-five (45) days. When a Members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place of which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice of voting, a notice of the adjourned meeting shall be given to each Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.
(a) Eligibility to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, Members entitled to vote at any meeting of the Members shall be those Active Members in good standing as of the record date determined pursuant to California Corporations Code §7611.
(b) Manner of Casting Votes. Voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any Member at the meeting before the voting begins.
(c) Voting. There shall be one vote for each Member entitled to vote. The Member entitled to vote shall be entitled to cast a single vote for such Member on each matter submitted to a vote of the Members, and if a Member has more than one person representing its membership, the entire vote for that membership shall be cast in accordance with the agreement of all such persons or if there is not agreement, then in accordance with the majority of such persons represented at a meeting or other vote.
(d) Approval by Majority Vote. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the Members, unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Mutual Benefit Corporation Law or by the Corporation's Articles of Incorporation filed with the Secretary of State of California (the "Articles of Incorporation").
(e) Waiver of Notice or Consent by Absent Members.
(1) Written Waiver or Consent. The transactions of any meeting of the Members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present either in person or by proxy, and (2) either before or after the meeting, each Member entitled to vote, not present in person or proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of the Members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 4.4(f)(2) of these Bylaws, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(2) Waiver by Attendance. Attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the Members object at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or conveyed. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.
(f) Action by Unanimous Written Consent. Any action required or permitted to be taken by the Members may be taken without a meeting, if all Members consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Members. The action by written consent shall have the same force and effect as the unanimous vote of the Members.
(g) Action by Written Ballot. Any action which may be taken at any regular or special meeting of the Members may be taken without a meeting if the Corporation distributes a written ballot to every Member entitled to vote on the matter. If approved by the Board, such written ballot and any related material may be sent by electronic transmission by the Corporation and responses may be returned to the Corporation by electronic transmission to the Corporation. That ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Corporation. Approval by written ballot pursuant to this Section 4.6(g) shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Ballots shall be solicited in a manner consistent with the notice requirements of Section 4.4(f) of these Bylaws. Directors may be elected by written ballot under this Section 4.6(g).
(a) Right of Members. Each Member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the Corporation. A proxy shall be deemed signed if the Member's name is placed on the proxy (whether by manual signature, typewriting, electronic transmission, or otherwise) by the Member or the Member's attorney-in-fact.
(b) Requirement that General Nature of Subject of Proxy Be Stated. Any proxy covering matters for which a vote of the Members is required, including amendments of the Articles of In Corporation or Bylaws changing proxy rights; certain other amendments of the Articles of In Corporation; removal of directors without cause; filling vacancies on the Board; the sale, lease, exchange, conveyance, transfer, or other dispositions of all or substantially all of the corporate assets, unless the transaction is in the usual and regular course of the Corporation's activities; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the Corporation, shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, with respect to an election of directors, the proxy lists those who have been nominated at the time the notice of the vote is given to the Members.
(c) Revocability. A validly executed proxy shall continue in full force and effect until (a) revoked by the Member executing it, before the vote is cast under that proxy, (i) by a writing delivered to the Corporation stating that the proxy is revoked, or (ii) by a subsequent proxy executed by that Member and presented to the meeting, or (iii) as to any meeting, by that Member’s personal attendance and voting at the meeting; or (b) written notice of the death or incapacity of the maker of the proxy is received by the Corporation before the vote under that proxy is counted, provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy, except that the maximum term of a proxy shall be three (3) years from the date of execution. A proxy may not be irrevocable.
BOARD OF DIRECTORS
5.1. GENERAL AND SPECIFIC POWERS OF BOARD.
(a) General Powers. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law, and any other applicable laws, and subject to any limitations of the Articles of Incorporation, or other limitations contained herein, the Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
(b) Specific Powers. Without prejudice to the general powers set forth in Section 5.1(a) of these Bylaws, but subject to the same limitations, the Board shall have the power to:
(1) Appoint and remove, at the pleasure of the Board, all corporate officers, agents and employees; prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation, and these Bylaws; fix their compensation; and require from them security for faithful service.
(2) Change the principal office or the principal business office in California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; and conduct its activities in or outside California.
(3) To make disbursements from the funds and properties of the Corporation as are required to fulfill its Purpose and generally to make rules and regulations not inconsistent with law, with the Articles of Incorporation, or with these Bylaws, as they may deem best.
(4) 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.
5.2. NUMBER OF AND QUALIFICATIONS FOR DIRECTORS.
(a) Number and Qualifications. The Board shall consist of at least nine (9) but no more than fifty-one (51) directors unless changed by amendment to these Bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board.
(b) Restrictions on Interested Persons. No more than forty-nine percent (49%) of the persons serving on the Board may be "Interested Persons." An interested person is (i) 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 (ii) 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.
5.3. ELECTION OF DIRECTORS. Directors shall be elected bi-annually. Election of directors may be held at the annual meeting of the Members, at any special meeting of the Members held for that purpose, or by written ballot pursuant to Section 4.6(g) of these Bylaws. Each director, including a director elected to fill a vacancy or elected at a special meeting of the Members or by written ballot, shall hold office until expiration of the term for which elected or until a successor is elected and qualified.
5.4. TERMS ON BOARD. The directors shall serve staggered terms of three (3) years each. Three (3) or twenty-five (25) directors shall be elected annually to serve no more than four (4) consecutive terms. For purposes of this Section 5.4, an appointment to a vacancy with more than one (1) year remaining shall be considered a term.
5.5. VACANCIES ON BOARD.
(a) Events Causing Vacancies on Board. A vacancy or vacancies on the Board shall occur in the event of: (i) the death, removal, or resignation of any director; (ii) the declaration by Board resolution of a vacancy in the office of a director who has been declared of unsound mind by a court order, convicted of a felony, or, if the Corporation holds assets in charitable trust, found by a final order or judgment of any court to have breached a duty arising under California Corporations Code §7238; (iii) an increase in the authorized number of directors; or (iv) a failure of the Members, at any meeting of the Members at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting.
(b) Removal of Directors. Any director may be removed, with or without cause, by the approval of the Members at any special meeting of the Members held in accordance with the notice requirements set forth in Section 4.4(f) above.
(c) Resignation of Directors. Except as provided below, any director may resign by giving written notice to the President or the Secretary of the Corporation. 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.
(d) Filling Vacancies on the 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 (i) the unanimous written consent of the directors then in office; (ii) 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 California Corporations Code §7211; or (iii) a sole remaining director.
(e) No Vacancy on Reduction on Number of Directors. Any reduction of the authorized number of directors shall not result in any directors being removed before his or her term of office expires.
5.6. MEETINGS OF BOARD.
(a) Place of Board Meetings. Meetings of the Board shall be held at any place as 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.
(b) Meetings by Telephone or Other Telecommunications Equipment. Any meeting of the Board may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section 5.6(b) shall constitute presence in person at the meeting if all of the following apply:
(1) Each director participating in the meeting can communicate concurrently with all other directors;
(2) Each director 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 of the following;
(3) The Board has adopted and implemented a means of verifying both
(i) A person participating in the meeting is a director or other person entitled to participate in the Board meeting; and
(ii) All actions of or votes by the Board are taken or cast only by the directors and not by persons who are not directors.
(c) Regular Meetings. Regular meetings of the Board may be held without notice at such time and place as the Board may fix from time to time. Absence of any director at four (4) consecutive regular meetings of the Board shall constitute a resignation of such director from the Board unless such absence is authorized by a majority vote of the directors.
(d) Special Meetings.
(1) Authority to Call Special Meetings. Special meetings of the Board for any purpose may be called at any time by the President, the Vice President, the Secretary, or any two (2) directors.
(2) Notice of Special Meetings. Notice of the time and place of
special meetings shall be given to each director by
(i) personal delivery of written notice; (ii) first class mail, postage prepaid; (iii) telephone, including a voice messaging system or other system or technology designed to record and communicate message, 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; (iv) facsimile; (v) electronic mail; or (vii) 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 (4) 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 forty-eight (48) hours before the time set for the meeting. Such notice shall state the time of the meeting and the place, if the place is other than the Corporation's principal office. Such notice need not specify the purpose of the meeting.
(e) Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the Board, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, the provisions on (i) approval of contracts or transactions between the Corporation and one or more directors or between the Corporation and any entity in which a director has a direct or indirect material financial interest; (ii) approval of certain transactions between Corporations having common directorships; (iii) creation of and appointments to committees of the Board; and (iv) 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.
(f) 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 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.
(g) Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
(h) 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 twenty-four (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.
5.7. ACTION 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. Such action by written consent shall have the same force and effect as any other validly approved Board action. All such consents shall be filed with the minutes of the proceedings of the Board.
5.8. COMPENSATION AND REIMBURSEMENT. Directors may receive such compensation, if any, for their services, as director or officers, and such reimbursement of expenses, as the Board may establish by resolution to be just and reasonable as to the Corporation at the time that the resolution is adopted.
5.9. COMMITTEES OF BOARD.
(a) 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, including the Executive Committee, each consisting of two or more directors with no one who is not a director, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by a majority vote of the directors then in office. The Board may appoint one or more directors as alternate directors of any such committee, who may replace any absent director at any committee 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) Fill vacancies on the Board or any committee of the Board;
(2) Fix compensation of the directors for serving on the Board or committee;
(3) Amend or repeal these Bylaws or adopt new bylaws;
(4) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable; or
(5) Create any other committees of the Board or appoint members of committees of the Board.
(b) 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 Bylaw concerning meetings and other Board actions, except that the time for general meetings of such committees and the calling of special meetings of any 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 committees so long as the rules are consistent with these Bylaws. If the Board has not adopted rules, the committee may do so.
5.10. ADVISORY COMMITTEES. From time to time, the Corporation may have advisory committees, such as the Volunteer Ambassador Committee and the Elections Committee, that do not serve at the pleasure of the Board and shall not be considered committees of the Board as described in Section 5.9 above. While such advisory committees may provide recommendations to the Board and Members on various matters, including the nomination of officers and directors, they do not have the authority to vote or make decisions for the Corporation.
6.1. OFFICES HELD. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Chief Financial Officer (referred to as Treasurer). 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 the President.
6.2. ELECTION OF OFFICERS. The officers of the Corporation, except any appointed under Section 6.3 of these Bylaws, shall be elected annually by the Board and shall serve at the pleasure of the Board, subject to the rights of any officer under any employment contract.
6.3. APPOINTMENT OF OTHER OFFICERS. The Board may appoint and authorize 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 these Bylaws or established by the Board.
6.4. REMOVAL OF OFFICERS. Without prejudice to the rights of any officer under an employment contract, the Board may remove any officer with or without cause. An officer who was not chosen by the Board may be removed by any other officer on whom the Board confers the power of removal.
6.5. RESIGNATION OF OFFICERS. Any officer may resign at any time by giving 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.
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 appointment to that office, provided, however, that vacancies need not be filled on an annual basis.
6.7. RESPONSIBILITIES OF OFFICERS.
(a) President. 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, including without limitation, serve as the chief spokesman of the Corporation, designate advisory committee leaders, and execute, on behalf of the Corporation, all deeds, contracts and other documents as required or as directed by the Members or the Board.
The President shall preside at all Members' meetings and at all Board meetings. The President shall have such other powers and duties as the Board or these Bylaws may require.
(b) Vice President. If the President is absent or disabled, the Vice President, shall perform all duties of the President. When so acting, the Vice President shall have all powers of and be subject to all restrictions on the President. The Vice President shall have all such other powers and perform such other duties as the Board or these Bylaws may require.
(c) Secretary. The Secretary shall serve as the chief administrative officer of the Corporation. 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 the Board and committee meetings. The Secretary shall keep or cause to be kept at the Corporation's principal office, a copy of the Articles of Incorporation and these 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. As the chief administrative officer, the Secretary shall advise the President and advisory committee leaders on programs and planning. The Secretary shall assemble information and data and cause to be prepared special reports as directed by the Board. The Secretary shall be responsible for managing the hiring, supervising, and termination of employees of the Corporation. The Secretary shall cooperate with the Executive Committee in the preparation of the annual operating budget covering all activities of the Corporation and shall be responsible for all expenditures within approved budget allocations. 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 these Bylaws may require.
(d) Chief Financial Officer (Treasurer). The Chief Financial Officer, who shall be referred to as 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, 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.
CONTRACTS WITH DIRECTORS AND OFFICERS.
No director of the Corporation nor any other Corporation, firm, association, or other entity in which one or more of the Corporations' directors have a material, financial interest, shall be interested, directly or indirectly, in any contract or other transaction with the Corporation, unless the material facts regarding such 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 are noted in the minutes or are known to all directors before consideration by the Board of such contract or transaction, as 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 vote of the interested director.
LOANS TO DIRECTORS AND OFFICERS
The Corporation shall not lend any money or property to, or guaranty the obligation of, any director or officer of the Corporation or of its parent, affiliate, or subsidiary, unless (i) the Board decides that the loan or guaranty may reasonably be expected to benefit the Corporation; and (ii) before consummating the transaction or any part of it, the loan or guaranty is approved by the vote of a majority of the directors then in office, without counting the vote of the director who is to receive the loan or guaranty.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
9.1. DEFINITIONS. For the purpose of this Article IX:
(a) "Agent" means any person who is or was a director, officer, employee, executive director or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, executive director or agent of a foreign or domestic Corporation that was a predecessor Corporation of the Corporation or of another enterprise at the request of the predecessor Corporation;
(b) "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, administrative or investigative; and
(c) "Expenses" includes, without limitation, all attorney's fees, costs and any other expenses actually and reasonably incurred by Agent in the defense of any claims or Proceedings, by reason of his or her position or relationship as Agent, and all attorneys' fees, costs and other expenses incurred in establishing a right to indemnification under this Article IX.
9.2. SUCCESSFUL DEFENSE BY AGENT. To the extent that an Agent has been successful on the merits in the defense of any Proceeding referred to in this Article IX, or in the defense of any claim, issue or matter therein, the Agent shall be indemnified against Expenses incurred by the Agent in connection with the claim. If an Agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 9.3 through 9.5 of these Bylaws shall determine whether the Agent is entitled to indemnification.
9.3. ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATION. Subject to the findings required to be made pursuant to Section 9.5 of these Bylaws, the Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any Proceeding (other than an action brought by, or on behalf of, the Corporation, or by an officer, director or person granted relator status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the
meaning of Section 5233 of the California Nonprofit Corporation Law (made applicable pursuant to Section 7238), or by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an Agent, for all Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding.
9.4. ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION. Subject to the findings required to be made pursuant to Section 9.5 of these Bylaws, the Corporation
shall indemnify any person who was or is a party or is threatened to be made a party to any
Proceeding brought by or on behalf of the Corporation, or brought under Section 5233 of the California Nonprofit Corporation Law (made applicable pursuant to Section 7238), or brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that the person is or was an Agent of the Corporation, for all Expenses in connection with the defense of that action or settlement of such Proceeding. Notwithstanding the above, no indemnification shall be made:
(a) Indemnitiee Held Liable. Where the Agent to be indemnified is held liable unless, upon application, the court in which the action was brought determines that, in view of all of the circumstances of the case, the Agent should be entitled to indemnification for the Expenses incurred which the court shall determine;
(b) Settlement. Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(c) Settlement Expenses. Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General.
9.5. DETERMINATION OF AGENT'S GOOD FAITH CONDUCT. The indemnification granted to an Agent in Sections 9.3 and 9.4 of these Bylaws is conditioned on the following:
(a) Required Standard of Conduct.
(1) The Agent seeking reimbursement under Section 9.3 of these Bylaws must be found, in the manner provided below, to have acted in good faith and in a manner he believed to be in the best interests of the Corporation. In the case of a criminal proceeding, the Agent must have had no reasonable cause to believe that his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Agent did not act in good faith or in a manner which he or she reasonably believed to be in the best interest of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.
(2) The Agent seeking reimbursement in an action under Section 9.4 of these Bylaws must be found, in the manner provided below, to have acted in good faith, in a manner he or she believed to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances.
(b) Manner of Determination of Good Faith Conduct. The determination that the Agent did act in a manner complying with Section 9.5(a) of these Bylaws shall be made by:
(1) The Board by a majority vote of a quorum consisting of directors who are not parties to the Proceeding; or
(2) The court in which the Proceeding is or was pending, upon application by the Corporation or the Agent or the attorney or any other person rendering a defense to the Agent, whether or not the application is opposed by the Corporation.
9.6. LIMITATIONS. No indemnification or advance shall be made under this Article, except as provided in Sections 9.2 or 9.5(b)(2) of these Bylaws, in any circumstance when it appears:
(a) Inconsistent with Corporate Policy. That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the Board or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) Inconsistent with Settlement. That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
9.7. ADVANCE OF EXPENSES. Expenses incurred in defending any Proceeding may be advanced by the Corporation before the final disposition of the Proceeding on receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it is determined ultimately that the Agent is entitled to be indemnified as authorized in this transaction.
9.8. CONTRACTUAL RIGHTS OF NONDIRECTORS AND NONOFFICERS. Nothing contained in this Article IX shall affect any right to indemnification to which persons
other than directors and officers of the Corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
9.9. INSURANCE. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent against any liability 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 that liability under the provisions of this Article IX.
MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep: (i) adequate and correct books and records of accounts; (ii) written minutes of the proceedings of the Members, the Board and committees of the Board; and (iii) a record of each Member's and director's name and address. The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
11.1. Inspection by Member.
(a) Books and Records. The accounting books and records and minutes of proceedings of the Members and the Board and committees of the Board shall be open to inspection upon the written demand on the Corporation of any Active Member at any reasonable time, for a purpose reasonably related to such person's interests as an Active Member. Such inspection may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
(b) Membership Records. Subject to California Corporations Code §8330, and unless the Corporation provides a reasonable alternative as provided below, an Active Member may do either or both of the following for a purpose reasonably related to the Active Member's interest as an Active Member:
(1) Inspect and copy the records of all Members' names, addresses,
and voting rights, at reasonable times, upon five (5) business days' prior written demand upon the Corporation which demand shall state the purpose for which the inspection rights are requested; or
(2) Obtain from the Secretary of the Corporation, upon written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those Members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of a date specified by the Active Member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list to be compiled.
The Corporation may, within ten (10) business days after receiving a demand under this Section 11.1(b), make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of the offer shall be in writing and shall indicated the reasons the alternative proposed by the Corporation does not meet the proper purpose of the demand.
11.2. Inspection by Director. 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 of which such person is a director. Such inspection may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
12.1. ANNUAL REPORT. The Board shall cause an annual report to be prepared within 120 days after the end of the Corporation's fiscal year. That report shall contain the following information in appropriate detail:
(a) Balance Sheets. A balance sheet as of the end of the fiscal year, and income statement, and statement of changes in financial position for the fiscal year, accompanied by an independent accountant's report or, if none, by the certificate of an authorized officer of the Corporation that they were prepared without audit from the Corporation's books and records;
(b) Addresses. A statement of the place where the names and addresses of
Members are located; and
(c) Other Information. Any information required by Section 12.2 of these Bylaws
This Section 12.1 shall not apply if the Corporation receives less than $10,000 in gross revenues or receives during the fiscal year.
12.2. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS. The Corporation shall annually prepare and mail or deliver to its Members and directors a statement of any transaction or indemnification of the following kinds within one hundred twenty (120) days after the end of the Corporation's fiscal year:
(a) Interested Transactions. Any transaction (i) in which the Corporation, or its parent or subsidiary, was a party; (ii) in which an "interested person" had a direct or indirect material financial interest; and (iii) which involved more than Fifty Thousand Dollars ($50,000) or was one of several transactions with the same interested person involving, in the aggregate, more than Fifty Thousand Dollars ($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 percent (10%) of the voting power of the Corporation, its parent, or its subsidiary.
The statement prepared pursuant to this Section 12.2(a) 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) Indemnification. Any indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000) paid during the fiscal year to any officer or director of the Corporation under Article VIII of these Bylaws.
13.1. FISCAL YEAR. The fiscal year of the Corporation shall begin on January 1 and end on December 31.
13.2. AMENDMENT OF BYLAWS. These Bylaws or any part thereof may be amended or repealed, or new bylaws adopted, by approval of the Board and, if required by the California Nonprofit Mutual Benefit Corporation Law, by approval of the Members entitled to vote. Any provision of these Bylaws that requires the vote of a larger proportion of the Members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number.
13.3. SEVERABILITY. Any provision of these Bylaws which may be prohibited by law or otherwise be held invalid shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate or otherwise render ineffective any or all remaining provisions of these Bylaws.
13.4. DISSOLUTION. Upon dissolution of the Corporation, after determining that all the known debts and liabilities of the Corporation have been paid or adequately provided for, the Board shall distribute all the remaining corporate assets among the Active Members in accordance with their respective rights therein and the California Nonprofit Mutual Benefit Corporation Law. Notwithstanding the foregoing, the Members may approve by vote to provide for a different manner of disposition of the remaining corporate assets, including, without limitation, to a qualified charitable, educational, scientific, or philanthropic organization or to another Chamber of Commerce established as a California nonprofit mutual benefit Corporation.
CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS
I ___________________________________ , hereby certify that:
1. I am the Secretary of California Minority Corporation, a California nonprofit mutual benefit Corporation (the " Corporation"); and
2. The foregoing Amended and Restated Bylaws, consisting of nineteen (19) pages, are a true and correct copy of the Amended and Restated Bylaws of the Corporation as duly adopted by the directors of the Corporation [at a meeting of the Board of Directors held on __________ , 2016] and by the members of the Corporation [by written ballot [mailed][sent by electronic transmission] by the Corporation on __________ , 2017 ] [at a special meeting of the Members held on __________ , 2017].
Dated: __________ , 2017
___________________________________ , Secretary