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Difference between revisions of "Mesh/Bylaws"
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Reviewed up to 8.2
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Subject to the California Nonprofit Public Benefit Corporation Law, all members in good standing on the record date as determined under Section 6.15 of these bylaws shall be entitled to vote at any meeting of members. | Subject to the California Nonprofit Public Benefit Corporation Law, all members in good standing on the record date as determined under Section 6.15 of these bylaws shall be entitled to vote at any meeting of members. | ||
Each member entitled to vote may cast | Each member entitled to vote may cast a vote on each matter submitted to a vote of the members. One vote is heretofore defined as a multi-option ballot, in which a vote may be cast in favor of or against any of a number of possible options. Members may not cumulate votes for the election of directors. <span style='color:red'>TODO What about other types of voting, like letting everyone vote for all of the options they would be ok with. ([[User:Juul|Juul]] ([[User talk:Juul|talk]])) - I've added the second sentence to expand the voting options. What do you think? --[[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 16:22, 27 February 2014 (PST)</span> | ||
=== b. Manner of Voting === | === b. Manner of Voting === | ||
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===c. Number of Votes=== | ===c. Number of Votes=== | ||
Each member entitled to vote may cast one vote on each matter submitted to a vote of the members. | Each member entitled to vote may cast one vote on each matter submitted to a vote of the members. See 6.13a for a definition of 'one vote'. | ||
<span style='color:red'>TODO again, what about other types of voting, like letting everyone vote for all of the options they would be ok with. ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))</span> | <span style='color:red'>TODO again, what about other types of voting, like letting everyone vote for all of the options they would be ok with. ([[User:Juul|Juul]] ([[User talk:Juul|talk]])) Moving definition of a vote to 6.13a, but maybe it should have its one subsection at the beginning of this section? --[[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 16:22, 27 February 2014 (PST)</span> | ||
===d. Approval by Majority Vote=== | ===d. Approval by Majority Vote=== | ||
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===a. Members' Proxy Rights=== | ===a. Members' Proxy Rights=== | ||
Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy by the member or the member's attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise. | Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy by the member or the member's attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise. | ||
===b | ===b. Subject Matter of Proxy to Be Stated=== | ||
Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the members. Such matters include amendments of the articles of incorporation or bylaws changing proxy rights; certain other amendments of the articles of incorporation; removal of directors without cause; filling vacancies on the board of directors; the sale, | Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the members. Such matters include amendments of the articles of incorporation or bylaws changing proxy rights; certain other amendments of the articles of incorporation; removal of directors without cause; filling vacancies on the board of directors; the sale, | ||
lease, exchange, conveyance, transfer, or other disposition of all or substantially all corporate assets, unless the transaction is in the usual and regular course of the corporation's activities; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the corporation. | lease, exchange, conveyance, transfer, or other disposition of all or substantially all corporate assets, unless the transaction is in the usual and regular course of the corporation's activities; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the corporation. | ||
=== | ===c. Revocability of Proxies=== | ||
No proxy shall be valid after the expiration of 11 months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the date of execution. A validly executed proxy shall continue in full force and effect until either | No proxy shall be valid after the expiration of 11 months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the date of execution. A validly executed proxy shall continue in full force and effect until either | ||
:(a) it is revoked by the member executing it, before the vote is cast under that proxy | :(a) it is revoked by the member executing it, before the vote is cast under that proxy | ||
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:(2) Change the principal office or the principal business office in California from one location to another: cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country: conduct its activities in or outside California. and designate a place in or outside California for holding any meeting of members. | :(2) Change the principal office or the principal business office in California from one location to another: cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country: conduct its activities in or outside California. and designate a place in or outside California for holding any meeting of members. | ||
:(3) Borrow money and incur indebtedness on the corporation's behalf and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. | :(3) Borrow money and incur indebtedness on the corporation's behalf and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. | ||
<span style='color:red'>I am not sure why the above is in here, and vote to remove it. Not that I don't trust y'all won't abuse it! ;) --[[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 16:22, 27 February 2014 (PST)</span> | |||
==7.2. Number of and Qualifications for Directors== | ==7.2. Number of and Qualifications for Directors== | ||
The board of directors shall consist of at least five (5) but no more than eleven (11) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. | The board of directors shall consist of at least five (5) but no more than eleven (11) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. | ||
==7.3. Restriction on Interested Persons as Directors== | ==7.3. Restriction on Interested Persons as Directors== | ||
No more than 49 percent of the persons serving on the board may be "interested persons." An interested person is | No more than 49 percent of the persons serving on the board may be "interested persons." An interested person is | ||
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===c. Removal of Directors=== | ===c. Removal of Directors=== | ||
:(1) Any or all directors may be removed without cause if: | :(1) Any or all directors may be removed without cause if: | ||
::(a) In a corporation with fewer than 50 members, the removal is approved by a majority of all members ( | ::(a) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). | ||
::(b) In a corporation with 50 or more members, the removal is approved by the members (Section 5034). | ::(b) In a corporation with 50 or more members, the removal is approved by the members (Section 5034). | ||
:(2) Any director may be removed, with or without cause, by the vote of the majority of the members of the entire board of directors at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Section 7.7. Any vacancy caused by the removal of a director shall be filled as provided in Section 7.6. d. | :(2) Any director may be removed, with or without cause, by the vote of the majority of the members of the entire board of directors at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Section 7.7. Any vacancy caused by the removal of a director shall be filled as provided in Section 7.6. d. | ||
:(3) Any director who does not attend three successive board meetings will automatically be removed from the board without board resolution unless | :(3) Any director who does not attend or participate by proxy in three successive board meetings will automatically be removed from the board without board resolution unless | ||
::(a) the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present), | ::(a) the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present), | ||
::(b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or | ::(b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or | ||