BYLAWS OF
The Contact Consortium
a California Nonprofit Public Benefit Corporation
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business
is located in Santa Cruz County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:
P.O. Box 66866, Scotts Valley, California USA 95067-6866
Effective: March 24, 1996
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or
without the State of California, where it is qualified to do business,
as its business may require and as the board of directors may, from time
to time, designate.
ARTICLE 2
PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be:
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have five directors and collectively they shall
be known as the Board of Directors. The number may be changed by amendment
of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw,
as provided in these Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit Corporation law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be
conducted and all corporate powers shall be exercised by or under the direction of
the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the directors to:
SECTION 4. TERMS OF OFFICE
Each founding director shall hold office for an initial period of four
years from the inception of the corporation, and until his or her successor
is elected and qualifies. Thereafter, each director shall hold office until
the next annual meeting for election of the Board of Directors as specified
in these Bylaws, and until his or her successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall be
allowed and paid their actual and necessary expenses incurred in attending
directors meetings. In addition, they shall be allowed reasonable advancement
or reimbursement of expenses incurred in the performance of their regular
duties as specified in Section 3 of this Article. Directors may not be
compensated for rendering services to the corporation in any capacity other
than director unless such other compensation is reasonable and is allowable
under the provisions of Section 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the annual Contact Consortium Conference,
or at the principal office of the corporation unless otherwise provided
by the board or at such place within or without the State of California
which has been designated from time to time by resolution of the Board
of Directors. In the absence of such designation, any meeting not held
at the principal office of the corporation shall be valid only if held
on the written consent of all directors given either before or after the
meeting and filed with the Secretary of the corporation or after all board
members have been given written notice of the meeting as hereinafter provided
for special meetings of the board. Any meeting, regular or special, may
be held by conference telephone or similar communications equipment, so
as long as all directors participating in such meeting can hear one another.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held at the annual Contact Consortium
Conference or, alternatively, in the event that the conference is not held
in a given year, on the second or third Saturday in September, unless such
day falls on a legal holiday, in which event the regular meeting shall
be held at the same hour and place on the next business day.
If this corporation makes no provision for members, then, at the annual
meeting of directors held on __________, directors shall be elected by
the Board of Directors in accordance with this section. Cumulative voting
by directors for the election of directors shall not be permitted. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected. Each director shall cast one vote, with
voting being by ballot only.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson
of the board, the Executive Director, the Secretary, or by any two directors,
and such meetings shall be held at the place, within or without the State
of California, designated by the person or persons calling the meeting,
and in the absence of such designation, at the principal office of the
corporation.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meetings
of the board shall be held upon four (4) days' notice by first-class mail
or forty-eight (48) hours' notice delivered personally or by telephone
or telegraph, or other electronic means. If sent by mail or telegraph,
the notice shall be deemed to be delivered on its deposit in the mails
or on its delivery to the telegraph company.
Such notices shall be addressed to each director at his or her address
as shown on the books of the corporation. Notice of the time and place
of holding an adjourned meeting need not be given to absent directors if
the time and place of the adjourned meeting are fixed at the meeting adjourned
and if such adjourned meeting is held no more than twenty-four (24) hours
from the time of the original meeting. Notice shall be given of any adjourned
regular or special meeting to directors absent from the original meeting
if the adjourned meeting is held more than twenty-four (24) hours from
the time of the original meeting.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place,
day and hour of the meeting. The purpose of any board meeting need not
be specified in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the board, however called and noticed
or wherever held, are as valid as though the meeting had been duly held
after proper call and notice, provided a quorum, as hereinafter defined,
is present and provided that either before or after the meeting each director
not present signs a waiver of notice, a consent to holding the meeting,
or an approval of the minutes thereof. All such waivers, consents, or approvals
shall be filed with the corporate records or made a part of the minutes
of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of voting Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary
to give any notice of the time and place of the adjourned meeting or of
the business to be transacted at such meeting, other than by announcement
at the meeting at which the adjournment is taken, except as provided in
Section 10 of this Article. The directors present at a duly called and
held meeting at which a quorum is initially present may continue to do
business notwithstanding the loss of a quorum at the meeting due to a withdrawal
of directors from the meeting, provided that any action thereafter taken
must be approved by at least a majority of the required quorum for such
meeting or such greater percentage as may be required by law, or the Articles
of Incorporation or Bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present is the act of the Board
of Directors, unless the Articles of Incorporation or Bylaws of this corporation,
or provisions of the California Nonprofit Public Benefit Corporation Law,
particularly those provisions relating to appointment of committees (Section
5212), approval of contracts or transactions in which a director has a
material financial interest (Section 5233) and indemnification of directors
(Section 5238e), require a greater percentage or different voting rules
for approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson
of the Board, or, if no such person has been so designated or, in his or
her absence, the Executive Director of the corporation or, in the absence
of each of these persons, by a Chairperson chosen by a majority of the
directors present at the meeting. The Secretary of the corporation shall
act as secretary of all meetings of the board, provided that, in his or
her absence, the presiding officer shall appoint another person to act
as Secretary of the Meeting.
Meetings shall be governed by Roberts Rules of Order, as such rules
may be revised from time to time, insofar as such rules are not inconsistent
with or in conflict with these Bylaws, with the Articles of Incorporation
of this corporation, or with provisions of law.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
under any provision of law may be taken without a meeting, if all members
of the board shall individually or collectively consent in writing to such
action. For the purposes of this Section only, "all members of the
board" shall not include any "interested director" as defined
in Section 5233 of the California Nonprofit Public Benefit Corporation
Law. Such written consent or consents shall be filed with the minutes of
the proceedings of the board. Such action by written consent shall have
the same force and effect as the unanimous vote of the directors. Any certificate
or other document filed under any provision of law which relates to action
so taken shall state that the action was taken by unanimous written consent
of the Board of Directors without a meeting and that the Bylaws of this
corporation authorize the directors to so act, and such statement shall
be prima facie evidence of such authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation
or removal of any director, and (2) whenever the number of authorized directors
is increased. The Board of Directors may declare vacant the office of a
director who has been declared of unsound mind by a final order of court,
or convicted of a felony, or been found by a final order or judgment of
any court to have breached any duty under Section 5230 and following of
the California Nonprofit Public Benefit Corporation Law. If this corporation
has any members, then, if the corporation has less than fifty (50) members,
directors, except for the founding directors, may be removed without cause
by a majority of all members, or, if the corporation has fifty (50) or
more members, by vote of a majority of the votes represented at a membership
meeting at which a quorum is present. Founding directors may be removed
by a two-thirds majority of all members.
Directors may be removed without cause by a two-thirds majority of the
directors then in office. Founding directors may not be removed by action
of the directors then in office. Any director may resign effective upon
giving written notice to the Chairperson of the Board, the Executive Director,
the Secretary, or the Board of Directors, unless the notice specifies a
later time for the effectiveness of such resignation.
No director may resign if the corporation would then be left without
a duly elected director or directors in charge of its affairs, except upon
notice to the Attorney General. Vacancies on the board may be filled by
approval of the board 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 pursuant to notice or waivers of notice
complying with this Article of these Bylaws, or (3) a sole remaining director.
The members, if any, of this corporation may elect a director at any time
to fill any vacancy not filled by the directors. A person elected to fill
a vacancy as provided by this Section shall hold office until the next
annual election of the Board of Directors or until his or her death, resignation
or removal from office.
SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities,
or other obligations of the corporation.
SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee
or other agent of this corporation has been successful on the merits in
defense of any civil, criminal, administrative or investigative proceeding
brought to procure a judgment against such person by reason of the fact
that he or she is, or was, an agent of the corporation, or has been successful
in defense of any claim, issue or matter, therein, such person shall be
indemnified against expenses actually and reasonably incurred by the person
in connection with such proceeding. If such person either settles any such
claim or sustains a judgment against him or her, then indemnification against
expenses, judgments, fines, settlements and other amounts reasonably incurred
in connection with such proceedings shall be provided by this corporation
but only to the extent allowed by, and in accordance with the requirements
of, Section 5238 of the California Nonprofit Public Benefit Corporation
Law.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase
and maintenance of insurance on behalf of any agent of the corporation
(including a director, officer, employee or other agent of the corporation)
against any liability other than for violating provisions of law relating
to self-dealing (Section 5233 of the California Nonprofit Public Benefit
Corporation Law) asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such, whether or not the corporation
would have the power to indemnify the agent against such liability under
the provisions of Section 5238 of the California Nonprofit Public Benefit
Corporation Law.
ARTICLE 4
OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be an Executive Director, a Secretary,
and a Chief Financial Officer who shall be designated the Treasurer. The
corporation may also have, as determined by the Board of Directors, a Chairperson
of the Board, Assistant Secretaries, Assistant Treasurers, or other officers.
Any number of offices may be held by the same person except that neither
the Secretary nor the Treasurer may serve as the Executive Director or
Chairperson of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall
be elected by the Board of Directors, at any time, and each officer shall
hold office until he or she resigns or is removed or is otherwise disqualified
to serve, or until his or her successor shall be elected and qualified,
whichever occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as
it may deem desirable, and such officers shall serve such terms, have such
authority, and perform such duties as may be prescribed from time to time
by the Board of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board
of Directors, at any time. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Executive Director or
Secretary of the corporation. Any such resignation shall take effect at
the date of receipt of such notice or at any later date specified therein,
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. The above provisions of this
Section shall be superseded by any conflicting terms of a contract which
has been approved or ratified by the Board of Directors relating to the
employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any officer shall be filled by the Board of Directors.
In the event of a vacancy in any office other than that of Executive Director,
such vacancy may be filled temporarily by appointment by the Executive
Director until such time as the Board shall fill the vacancy. Vacancies
occurring in offices of officers appointed at the discretion of the board
may or may not be filled as the board shall determine.
SECTION 6. DUTIES OF EXECUTIVE DIRECTOR
The Executive Director shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the Executive Director shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original,
or a copy of these Bylaws as amended or otherwise altered to date. Keep
at the principal office of the corporation or at such other place as the
board may determine, a book of minutes of all meetings of the directors,
and, if applicable, meetings of committees of directors and of members,
recording therein the time and place of holding, whether regular or special,
how called, how notice thereof was given, the names of those present or
represented at the meeting, and the proceedings thereof. See that all notices
are duly given in accordance with the provisions of these Bylaws or as
required by law.
Be custodian of the records and of the seal of the corporation and see
that the seal is affixed to all duly executed documents, the execution
of which on behalf of the corporation under its seal is authorized by law
or these Bylaws. Keep at the principal office of the corporation a membership
book containing the name and address of each and any members, and, in the
case where any membership has been terminated, he or she shall record such
fact in the membership book together with the date on which such membership
ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of Secretary and such other
duties as may be required by law, by the Articles of Incorporation of
this corporation, or by these Bylaws, or which may be assigned to him or
her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as
may be directed by the Board of Directors, taking proper vouchers for such
disbursements. Keep and maintain adequate and correct accounts of the corporation's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records
to any director of the corporation, or to his or her agent or attorney,
on request therefor. Render to the Executive Director and directors, whenever
requested, an account of any or all of his or her transactions as Treasurer
and of the financial condition of the corporation. Prepare, or cause to
be prepared, and certify, or cause to be certified, the financial statements
to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and
such other duties as may be required by law, by the Articles of Incorporation
of the corporation, or by these Bylaws, or which may be assigned to him
or her from time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation, provided, however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 3, Section 6 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.
ARTICLE 5
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:
By a majority vote of its members then in office, the board may at any
time revoke or modify any or all of the authority so delegated, increase
or decrease but not below two (2) the number of its members, and fill vacancies
therein from the members of the board. The Committee shall keep regular
minutes of its proceedings, cause them to be filed with the corporate records,
and report the same to the board from time to time as the board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to
time be designated by resolution of the Board of Directors. Such other
committees may consist of persons who are not also members of the board.
These additional committees shall act in an advisory capacity only to the
board and shall be clearly titled as "advisory" committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held
and taken in accordance with the provisions of these Bylaws concerning
meetings of the Board of Directors, with such changes in the context of
such Bylaw provisions as are necessary to substitute the committee and
its members for the Board of Directors and its members, except that the
time for regular meetings of committees may be fixed by resolution of the
Board of Directors or by the committee. The time for special meetings of
committees may also be fixed by the Board of Directors. The Board of Directors
may also adopt rules and regulations pertaining to the conduct of meetings
of committees to the extent that such rules and regulations are not inconsistent
with the provisions of these Bylaws.
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws,
may by resolution authorize any officer or agent of the corporation to
enter into any contract or execute and deliver any instrument in the name
of and on behalf of the corporation, and such authority may be general
or confined to specific instances. Unless so authorized, no officer, agent,
or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board
of Directors, or as otherwise required by law, checks, drafts, promissory
notes, orders for the payment of money, and other evidence of indebtedness
of the corporation shall be signed by the Treasurer and countersigned by
the Executive Director of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to
the credit of the corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the charitable or public purposes of this
corporation.
ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California:
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate
seal. Such seal shall be kept at the principal office of the corporation.
Failure to affix the seal to corporate instruments, however, shall not
affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time
to inspect and copy all books, records and documents of every kind and
to inspect the physical properties of the corporation.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person
or by agent or attorney and the right to inspection includes the right
to copy and make extracts.
SECTION 6. ANNUAL REPORT
The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all directors of the corporation and, if this corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
If this corporation has members, then, if this corporation receives
TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more, in gross revenues or receipts
during the fiscal year, this corporation shall automatically send the above
annual report to all members, in such manner, at such time, and with such
contents, including an accompanying report from independent accountants
or certification of a corporate officer, as specified by the above provisions
of this Section relating to the annual report.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
This corporation shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000). Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names
of the interested persons involved in such transactions, stating each person's
relationship to the corporation, the nature of such person's interest in
the transaction and, where practical, the amount of such interest, provided
that in the case of a transaction with a partnership of which such person
is a partner, only the interest of the partnership need be stated. If this
corporation has any members and provides all members with an annual report
according to the provisions of Section 6 of this Article, then such annual
report shall include the information required by this Section.
ARTICLE 8
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December in each year.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS
Before any members have been admitted to the corporation, any amendment
of the Articles of Incorporation may be adopted by approval of the Board
of Directors.
SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS
After members, if any, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors and by the approval of the members of this corporation.
Notwithstanding the above sections of this Article, this corporation
shall not amend its Articles of Incorporation to alter any statement which
appears in the original Articles of Incorporation of the names and addresses
of the first directors of this corporation, nor the name and address of
its initial agent, except to correct an error in such statement or to delete
such statement after the corporation has filed a "Statement by a Domestic
Non-Profit Corporation" pursuant to Section 6210 of the California
Nonprofit Corporation Law.
ARTICLE 11
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person connected with
this corporation, or any private individual, shall receive at any time
any of the net earnings or pecuniary profit from the operations of the
corporation, provided, however, that this provision shall not prevent payment
to any such person of reasonable compensation for services performed for
the corporation in effecting any of its public or charitable purposes,
provided that such compensation is otherwise permitted by these Bylaws
and is fixed by resolution of the Board of Directors; and no such person
or persons shall be entitled to share in the distribution of, and shall
not receive, any of the corporate assets on dissolution of the corporation.
All members, if any, of the corporation shall be deemed to have expressly
consented and agreed that on such dissolution or winding up of the affairs
of the corporation, whether voluntarily or involuntarily, the assets of
the corporation, after all debts have been satisfied, shall be distributed
as required by the Articles of Incorporation of this corporation and not
otherwise.
MEMBERSHIP PROVISIONS
OF
Contact Consortium
A CALIFORNIA PUBLIC BENEFIT CORPORATION
ARTICLE 12
MEMBERS
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
Membership in the Consortium shall be restricted to the following categories:
SECTION 2. QUALIFICATIONS OF MEMBERS
The qualifications for membership in this corporation are as follows:
SECTION 3. ADMISSION OF MEMBERS
Applicants shall be admitted to membership when they complete the proper
forms and pay the established dues.
SECTION 5. NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit.
SECTION 6. MEMBERSHIP BOOK
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation's principal office and shall be available for inspection by any director or member of the corporation during regular business hours.
The record of names and addresses of the members of this corporation
shall constitute the membership list of this corporation and shall not
be used, in whole or part, by any person for any purpose not reasonably
related to a member's interest as a member.
SECTION 7. NONLIABILITY OF MEMBERS
A member of this corporation is not, as such, personally liable for
the debts, liabilities, or obligations of the corporation.
SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising therefrom.
All rights of membership cease upon the member's death.
SECTION 9. TERMINATION OF MEMBERSHIP
Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP
All rights of a member in the corporation shall cease on termination
of membership as herein provided.
SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS
Notwithstanding any other provision of these Bylaws, if any amendment
of the Articles of Incorporation or of the Bylaws of this corporation would
result in the termination of all memberships or any class of memberships,
then such amendment or amendments shall be effected only in accordance
with the provisions of Section 5342 of the California Nonprofit Public
Benefit Corporation Law.
ARTICLE 13
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
Meetings of members shall be held at the principal office of the corporation
or at such other place or places within or without the State of California
as may be designated from time to time by resolution of the Board of Directors.
SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS
Meetings of the membership shall be held at the annual Contact Consortium Conference or, alternatively, in the event that the conference is not held in a given year, on the second or third Saturday in September, for the purpose of electing directors and transacting other business as may come before the meeting. Cumulative voting for the election of directors shall not be permitted.
The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting.
If the day fixed for the annual meeting or other regular meetings falls
on a legal holiday, such meeting shall be held at the same hour and place
on the next business day.
SECTION 3. SPECIAL MEETINGS OF MEMBERS
SECTION 4. NOTICE OF MEETINGS
SECTION 5. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the voting members of the corporation. The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum. In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting. When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.
Notwithstanding any other provision of this Article, if this corporation
authorizes members to conduct a meeting with a quorum of less than one-third
(1/3) of the voting power, then, if less than one-third (1/3) of the voting
power actually attends a regular meeting, in person or by proxy, then no
action may be taken on a matter unless the general nature of the matter
was stated in the notice of the regular meeting.
SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting members present
in person or by proxy at a duly held meeting at which a quorum is present
is the act of the members, unless the law, the Articles of Incorporation
of this corporation, or these Bylaws require a greater number.
SECTION 7. VOTING RIGHTS
Each general member, officially designated corporate member representative,
and officially designated institutional member representative is entitled
to one vote on each matter submitted to a vote by the members. Voting at
duly held meetings shall be by voice vote. Election of Directors, however,
shall be by ballot.
SECTION 8. PROXY VOTING
Members entitled to vote shall not be permitted to vote or act by proxy. If membership voting by proxy is not allowed by the preceding sentence, no provision in this or other sections of these Bylaws referring to proxy voting shall be construed to permit any member to vote or act by proxy. If membership voting by proxy is allowed, members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or by his or her duly authorized agent and filed with the Secretary of the corporation, provided, however, that no proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. In any case, however, the maximum term of any proxy shall be three (3) years from the date of its execution. No proxy shall be irrevocable and may be revoked following the procedures given in Section 5613 of the California Nonprofit Public Benefit Corporation Law.
If membership voting by proxy is allowed, all proxies shall state the general nature of the matter to be voted on and, in the case of a proxy given to vote for the election of directors, shall list those persons who were nominees at the time the notice of the vote for election of directors was given to the members. In any election of directors, any proxy which is marked by a member "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the election of a director.
If membership voting by proxy is allowed, proxies shall afford an opportunity
for the member to specify a choice between approval and disapproval for
each matter or group of related matters intended, at the time the proxy
is distributed, to be acted upon at the meeting for which the proxy is
solicited. The proxy shall also provide that when the person solicited
specifies a choice with respect to any such matter, the vote shall be cast
in accordance therewith.
SECTION 9. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson, by the Executive Director of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present in person or by proxy. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Robert's Rules of Order , as such rules
may be revised from time to time, insofar as such rules are not inconsistent
with or in conflict with these Bylaws, with the Articles of Incorporation
of this corporation, or with any provision of law.
SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING
Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of this Article. All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the 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 the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered. If any such ballots are marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, they shall not be counted as votes either for or against the election of a director.
A written ballot may not be revoked after its receipt by the corporation
or its deposit in the mail, whichever occurs first.
SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES
This corporation shall make available to members reasonable nomination and election procedures with respect to the election of directors by members. Such procedures shall be reasonable given the nature, size and operations of the corporation, and shall include:
Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage), the corporation shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, unless the corporation within five (5) business days after the request allows the nominee, at the corporation's option, the right to do either of the following:
The demand shall state the purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.
If the corporation distributes any written election material soliciting votes for any nominee for director at the corporation's expense, it shall make available, at the corporation's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.
Generally, any person who is qualified to be elected to the Board of
Directors shall be nominated at the annual meeting of members held for
the purpose of electing directors by any member present at the meeting
in person or by proxy. However, if the corporation has five hundred (500)
or more members, any of the additional nomination procedures specified
in subsections (a) and (b) of Section 5221 of the California Nonprofit
Public Benefit Corporation Law may be used to nominate persons for election
to the Board of Directors. If this corporation has five thousand (5,000)
or more members, then the nomination and election procedures specified
in Section 5522 of the California Nonprofit Corporation Law shall be followed
by this corporation in nominating and electing persons to the Board of
Directors.
SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Except as otherwise provided in these Bylaws, any action required or
permitted to be taken by the members may be taken without a meeting, if
all members shall individually or collectively consent in writing to the
action. The written consent or consents shall be filed with the minutes
of the proceedings of the members. The action by written consent shall
have the same force and effect as the unanimous vote of the members.
SECTION 13. RECORD DATE FOR MEETINGS
The record date for purposes of determining the members entitled to
notice, voting rights, written ballot rights, or any other right with respect
to a meeting of members or any other lawful membership action, shall be
fixed pursuant to Section 5611 of the California Nonprofit Public Benefit
Corporation Law.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the Articles of Incorporation of Contact Consortium, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of 27 pages, as the Bylaws of this corporation.
Dated: JUNE 5, 1995
____________________
Terrel J. Hoffman, Founding Director
____________________
Bruce Damer, Founding Director
____________________
Keith Ferrell, Founding Director
____________________
James J. Funaro, Founding Senior Fellow
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth below.
Dated: __________
____________________
, Secretary
© 1996 Contact Consortium, All Rights Reserved.