Bylaws

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BYLAWS OF SUDO Room Community Empowerment

A CALIFORNIA PUBLIC BENEFIT CORPORATION

ARTICLE 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business shall be at a location in the State of California designated by the Board of Directors.

ARTICLE 2 PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES

The specific purposes of this corporation are to promote and encourage scientific, technical, engineering and artistic skills through individual projects, social collaboration, and education. In the context of these purposes, the corporation shall engage in scientific, charitable and educational activities within the meaning of Section 501(c) of the Internal Revenue Code, including but not limited to:

  1. Through talks, classes, workshops, collaborative projects, and other activities, to encourage research, knowledge exchange, learning, and mentoring in a safe, clean space.
  2. Provide educational spaces for teaching practical skills and theory of science, technology, engineering, and art.
  3. Provide work space, storage, and other resources for projects related to engineering, art, science, and technology that will benefit the individual members' personal growth in their fields of interest, encouraging the individual members to share their projects and knowledge for the betterment of society through art, engineering, science and technology.
  4. To create, learn, and teach, individually and as a group, inviting members of the community in the Oakland area and the world.
  5. To develop, support the development of, and provide resources for the development of free and open source software and hardware for the benefit of society.
  6. Collaboration across disciplines for the benefit of cultural, charitable, and scientific causes.
  7. To foster, by all legal means, the common purposes of its participants.
  8. To conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them.
  9. To educate the public on subjects useful to the individual and beneficial to the community regarding scientific, technical, engineering and artistic skills through individual projects and social collaboration.
  10. To provide relief of the poor, distressed or underprivileged.
  11. To promote social welfare in order to (i) to lessen neighborhood tensions; (ii) to eliminate prejudice and discrimination; (iii) to defend human and civil rights secured by law; and (iv) to combat community deterioration.

Sudo Room is an open, collaborative community of creators and practitioners working toward positive social change. Sudo Room chooses to:

  1. Value open, public discourses over closed, proprietary processes.
  2. Value access and transparency over exclusivity.
  3. Value solving real problems over hypotheticals, while respecting visions of the future.
  4. Value community and collaboration over isolation and competition.
  5. Value human judgment over automation and efficiency.
  6. Value do-ocracy over bureaucracy.
  7. Value safe space over ideology.

ARTICLE 3 DIRECTORS

SECTION 1. NUMBER

The corporation shall have not be less than three (3) nor more than seven (7) directors who shall be known as the Board of Directors. The exact number of directors shall be fixed from time to time by a resolution of the Board of Directors. Only Members of the Corporation shall serve as directors.

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 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:

  • (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
  • (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and the compensation, if any, of all officers, agents and employees of the corporation;
  • (c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
  • (d) Meet at such times and places as required by these Bylaws;
  • (e) Register their addresses and email addresses with the Secretary of the corporation and notices of meetings emailed to them at such addresses shall be valid notices thereof.

SECTION 4. SELECTION AND TERMS OF OFFICE

Directors shall be elected annually by the Members at the Annual meeting of the Corporation and shall hold office until the next annual meeting of the Members, or until removed earlier under the provisions of these bylaws.

SECTION 5. COMPENSATION

Directors shall serve without compensation. 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 these bylaws.

SECTION 6. PLACE OF MEETINGS

Meetings shall be held 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. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all directors participating in the meeting are able to hear one another.

SECTION 7. ANNUAL MEETING AND REGULAR MEETINGS

  • (a) An annual meeting shall be conducted every year on a date and time designated by the Board of Directors.
  • (b) Regular meetings shall be held on a schedule set from time to time by a resolution of the Board of Directors.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by any two directors, or if there is only one director remaining on the board, by one director, and such meetings shall be held at the principal office of the corporation.

SECTION 10. NOTICE OF MEETINGS

No notice shall be required for the holding of the Annual meeting or Regular meetings. Special meetings of the board shall be held upon five (5) days' notice by first-class mail or seventy-two (72) hours' notice delivered personally or by telephone, email, Slack, or other electronic communication tools specified by a resolution of the Board of Directors. If sent by mail or email, the notice shall be deemed to be delivered on its deposit in the mails or on its sending. Such notices shall be addressed to each director at his or her email 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 day and hour of the meeting.

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 the total number of Directors serving on the Board as of the date of the meeting in question. 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.

SECTION 14. MAJORITY ACTION AS BOARD ACTION

Every act or decision made 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 require a different 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 a Chairperson chosen by a majority of the directors present at the meeting or, if no such person has been so designated, the President of the corporation. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, the Board may appoint another person to carry out the duties of the Secretary at any particular Meeting.

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 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.

SECTION 17. REMOVAL OF DIRECTORS / VACANCIES

  • (a) Any director may resign from the board effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without any directors in charge of its affairs, except upon notice to the Attorney General.
  • (b) Any Director may be removed without cause by a vote of the Members of the corporation taken at any Regular or Special Meeting of the Members, provided that the Corporation still has at least one (1) director following such removal.
  • (c) Vacancies of any Director shall be filled by the Members at the first Regular or Special Meeting of the Members after the vacancy occurs, whichever shall occur first.
  • (d) 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 of

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 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 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 the California Nonprofit Public Benefit Corporation Law.

SECTION 21. OPEN MEETINGS AND MINUTES

  • (a) Regular and special meetings of the Board shall be open to all Members of the Corporation. The Board shall allow any Member to speak at any meeting of the Board except meetings held in executive session or those portions of a meeting held in executive session. The Board may adjourn a meeting and reconvene in executive session to discuss and vote on personnel matters, litigation in which the Corporation is or may become involved, or matters relating to the formation of contracts with third parties. The nature of any and all business to be discussed in executive session shall first be announced in open session.
  • (b) Minutes of all meetings of the Board, except executive sessions, as well as any action by unanimous written consent, shall be made available to Members within five (5) days of the meeting or action by unanimous written consent.

ARTICLE 4 OFFICERS

SECTION 1. NUMBER OF OFFICERS

The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.

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 President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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 President, such vacancy may be filled temporarily by appointment by the President 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 PRESIDENT

The President shall take actions as may be approved by the Board of Directorsfrom time to time.

SECTION 7. [Reserved]

SECTION 8. DUTIES OF SECRETARY

The Secretary shall carry out duties as may be approved by the Board of Directors from time to time.

SECTION 9. DUTIES OF TREASURER

Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall carry out duties as may be approved by the Board of Directors from time to time.

ARTICLE 5 COMMITTEES

SECTION 1. BOARD COMMITTEES

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 a 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:

  • (a) The filling of vacancies on the board or on any committee which has the authority of the board.
  • (b) The fixing of compensation of the directors for serving on the board or on any committee.
  • (c) The amendment or repeal of Bylaws or the adoption of new Bylaws.
  • (d) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.
  • (e) The appointment of committees of the board or the members thereof.
  • (f) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
  • (g) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the board may at any time revoke or modify any 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 SELF-DEALING PROHIBITED

SECTION 1. DEALINGS WITH DIRECTORS AND OFFICERS

  • (a) No director of officer of this Corporation, nor any other corporation, firm, association or other entity in which one or more of this Corporation’s directors or officers are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, including but not limited to employment contracts or leases, unless (i) the material facts regarding such Director’s or officer’s financial interest in such contract or transaction and/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 members of the Board prior to consideration by the board of such contract or transaction; (ii) 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 or votes of such interested director(s); (iii) prior to authorizing or approving the transaction, the board considers and in good faith determines after reasonable investigation under the circumstances that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) this Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into.
  • (b) The provisions of this section do not apply to a transaction which is part of the ordinary program of the Corporation if it: **(i) is approved or authorized by the corporation in good faith without unjustified favoritism; and
    • (ii) results in a benefit to one or more directors or officers or their families because they are in the class of persons intended to be benefited by the ordinary program of this Corporation.

ARTICLE 7 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 an agent or agents appointed from time to time by the Board, to be known as the Checksigner(s).

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.

ARTICLE 8 CORPORATE RECORDS AND REPORTS

SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California:

  • (a) Minutes of all meetings of directors, committees of the board and of all meetings of the members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
  • (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
  • (c) A record of its members indicating their names and email addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
  • (d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

SECTION 2. [RESERVED]

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

Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

  • (a) To inspect and copy the record of all members' names, email addresses and voting rights, at reasonable times.
  • (b) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board for a purpose reasonably related to such person's interests 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 may cause an annual report to be furnished after the close of the corporation's fiscal year to all directors of the corporation and to all Members which report may contain some or all of the following information in appropriate detail:

  • (a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
  • (b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
  • (c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
  • (d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
  • (e) Any information required by Section 7 of this Article.

SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

This corporation shall email 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:

  • (a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:
    • (1) Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or
    • (2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than TEN THOUSAND DOLLARS ($10,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than TEN THOUSAND DOLLARS ($10,000). Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than FIVE THOUSAND DOLLARS ($5,000) paid during the previous fiscal year to any director or officer.

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

ARTICLE 9 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 10 AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT

Subject to any provision of law applicable to the amendment of Bylaws of mutual benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by a vote of the Board of Directors.

ARTICLE 11 AMENDMENT OF ARTICLES

SECTION 1. AMENDMENT OF ARTICLES

Subject to any provision of law applicable to the amendment of Articles of mutual benefit nonprofit corporations, these Articles, or any of them, may be altered, amended, or repealed and new Articles adopted by a vote of the Board of Directors.

ARTICLE 12 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 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 of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.

ARTICLE 13 DISTRIBUTION OF ASSETS UPON DISSOLUTION

On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for educational purposes and which has established its tax-exempt status under Section 501(c)(3) of the Code.

ARTICLE 14 ELECTRONIC TRANSMISSION

SECTION 1. ELECTRONIC TRANSMISSION

Subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions such as email, provided (i) for electronic transmission from the Corporation, the Corporation has obtained an un-revoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the Corporation, the Corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.

ARTICLE 15 MEMBERS

SECTION 1. RIGHTS OF MEMBERS AND DETERMINATION OF INITIAL MEMBERS

No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation or Bylaws of this corporation, all memberships shall have the same rights, privileges, restrictions and conditions. The initial Members of the corporation shall consist of the members appointed by the incorporator or the Board of Directors.

SECTION 1. ADMISSION OF NEW MEMBERS

An Applicant shall be qualified as a new Member of the Corporation upon meeting all of the following conditions:

  • (a) The applicant indicating that the applicant agrees to support and promote the charitable purposes of the Corporation.
  • (b) Approval of the Board of Directors of the Corporation upon payment of such dues and fees as the board may fix from time to time, if any.

SECTION 4. NUMBER OF MEMBERS

There is no limit on the number of members the corporation may admit.

SECTION 5. MEMBERSHIP RECORDS

The corporation shall keep a record of its members in written form or in any other form including an electronic record capable of being converted into clearly legible tangible form containing the name and email address of each member. Termination of the membership of any member shall be recorded, together with the date of termination. Such records shall be available for inspection by any director or member of the corporation.

The record of names and email 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 6. NON-LIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 7. NON-TRANSFERABILITY OF MEMBERSHIPS

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.

SECTION 8. TERMINATION OF MEMBERSHIP

Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:

  • (a) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board of Directors.
  • (b) The Member's failure to pay dues, fees, or assessments as set by the Board of Directors within 30 days after they are due and payable.
  • (c) A vote of the Board of Directors to terminate the Member on the good faith determination by the Board of Directors, or a committee or person authorized by the Board of Directors to make such a determination, that the Member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation's purposes and interests. Prior to termination, the Member to be terminated shall be given 15 days’ prior notice of the termination and the reasons therefor. Said notice shall be provided personally, by email or in any other method reasonably calculated to provide actual notice. The member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the termination by the Board of Directors, which shall may decide that the proposed termination not take place.
  • (d) Upon the voluntarily resignation or death of a Member.

SECTION 9. RIGHTS ON TERMINATION OF MEMBERSHIP

All rights of a member in the corporation shall cease on termination of membership as herein provided.

ARTICLE 16 MEETINGS OF MEMBERS

SECTION 1. PLACE OF MEETINGS

Meetings of members shall be held at the principal office of the corporation.

Any meeting, regular or special, may be held by conference telephone. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all members participating in the meeting are able to hear one another.

SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS

  • (a) The Members shall meet annually on a date designated by the Board of Directors, or, alternatively the Board of Directors may hold the annual meeting by written ballot.
  • (b) Regular meetings of the Members shall be held on a schedule set from time to time by a resolution of the Board of Directors.

SECTION 3. SPECIAL MEETINGS OF MEMBERS

Special meetings of the members shall be called by the Board of Directors, the President of the corporation or five (5) percent of the members.

SECTION 4. NOTICE OF MEETINGS

  • (a) Time of Notice. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat.
  • (b) Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally or by electronic transmission by the corporation or other means of written communication, addressed to the member at the email address of such member appearing on the books of the corporation or given by the member to the corporation for the purpose of notice. Notice given by electronic transmission by the corporation shall be valid only if it complies with Corporations Code Section 20.
  • (c) Contents of Notice. Notice of a membership meeting shall state the place, date, and time of the meeting and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action. The notice of any meeting of members at which directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.
  • (d) Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by email to the President or Secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.
  • (e) Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in subparagraph (f) of this section, the waiver of notice or consent shall state the general nature of the proposal.
  • (f) Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote or unless the general nature of the proposal is stated in the notice of meeting or in any written waiver of notice:
    • 1. Removal of directors without cause;
    • 2. Filling of vacancies on the Board by members;
    • 3. Amending the Articles of Incorporation; and
    • 4. An election to voluntarily wind up and dissolve the corporation.

SECTION 5. QUORUM FOR MEETINGS

A quorum of the Members shall consist of at least seven (7) Members of the Corporation in good standing as of the date of the vote. 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.

SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of Members present 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

  • (a) Each Member who is in good standing as of the date of a vote is entitled to one vote on each matter submitted to a vote by the members.
  • (b) A Member shall be in good standing if a Member is current in all of said Member's payments to the Corporation, if any.

SECTION 8. CONDUCT OF MEETINGS

  • (a) Meetings of members shall be presided over by a facilitator chosen by a majority of the voting members. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in their absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
  • (b) The facilitator of any meeting of members may, and on the request of any member shall, appoint inspectors of election at any meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more members, the majority of members represented shall determine whether one or three inspectors are to be appointed. The inspectors of election shall determine the number of memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum, receive votes or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all members. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.

SECTION 9. 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 10. RECORD DATE FOR MEETINGS

The record date for purposes of determining the members entitled to notice, voting rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be the close of business on the business day preceding the day on which notice is given, the vote is to be taken, or the right may be exercised.

SECTION 11. PROXY VOTING

Proxy voting shall not be permitted.

SECTION 12. ACTION BY WRITTEN BALLOT WITHOUT A MEETING

  • (a) 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 every member entitled to vote on the matter. The ballot and any related material may be sent by electronic transmission and responses may be returned to the corporation by electronic transmission. The 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.
  • (b) Approval by written ballot pursuant to this section 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.
  • (c) Ballots shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. Ballots must specify the time by which the ballot must be received in order to be counted.
  • (d) A written ballot may not be revoked.

SECTION 13. REASONABLE NOMINATION AND ELECTION PROCEDURES

The 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. Any person who is qualified to be elected to the Board of Directors may be nominated at any meeting of members held for the purpose of electing directors by any member present at the meeting.

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: ____, 202___

____________________ Secretary

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