SAN FRANCISCO CAB DRIVERS
(a nonprofit mutual benefit corporation)
SAN FRANCISCO CAB DRIVERS ASSOCIATION
(a nonprofit mutual benefit corporation)
1.1 Principal Office: The principal office for the transaction of the business of this Corporation is fixed and located at 1874 24th Ave, San Francisco, CA, USA. The Board of Directors is hereby granted full power and authority to change the said principal office from one location to another.
1.2 Other Offices: Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where this Corporation is qualified to do business.
2.1 Purposes: The Corporation is a non-profit mutual benefit corporation formed to promote a healthy taxicab industry in the City and County of San Francisco. State of California, by, among other things, providing a unifying force to preserve the principles of Proposition K, approved by San Francisco voters on November 4, 2003.
3.1 Statutory Members: The Corporation shall have members who shall be “members” as that term is defined in Section 5056 of the California Corporations Code or any successor statute and shall constitute the statutory membership of the Corporation, within the meaning of the California Corporations Code and these bylaws. Promoter Members shall be the only statutory members of the Corporation. The Promoter Members shall have all of the rights of members of a California Mutual Benefit Corporation, which are provided in the California Corporations Code and these bylaws. The Board of Directors may, from time to time, designate additional membership classifications.
3.1.1 Promoter Members: The Corporation shall have Promoter Members who are a person who is duly licensed to drive a taxi cab in the City and County of San Francisco; supports the purpose of the Corporation; applies for Promoter Member status in the Corporation; executes and delivers a Promoter Member Agreement agreeing to comply with all terms of membership in the Corporation; timely pays all dues and assessments; and is approved for admission by a simple majority vote of the Board of Directors. Promoter Member Membership shall initially be limited to the Founding Members. A Promoter Member who ceases to satisfy the qualifications for Membership shall be terminated as a Member as set forth in Section 3.4 hereof. In addition to the rights generally afforded to all Members, Promoter Members who remain in good standing shall have the permanent right to appoint a representative to a seat on the Board of Directors of the Corporation. Promoter Members who remain in good standing shall also have the right to attend general meetings of the Corporation
3.1.2 Admission to Membership: Admission as a Promoter Member shall require a simple majority (>50%) vote of all members of the Board of Directors, and such a determination shall be based on the then-current criteria and conditions of membership adopted by the Board of Directors.
3.1.3 Founding Members: The following persons are the Founding Members of the Corporation
3.2 Non-Statutory Members: In addition to Promoter Members, the Corporation shall have non statutory member participants, who shall be referred to as collectively as “Participants.” There shall be two separate classes of Participants, which shall be designated as “Owner Participants” and “Non-Owner Participants,” respectively. None of the Participants shall be “members” of the Corporation as defined in Section 5056 of the California Corporations Code or any successor statute, nor shall they have any of the rights of members provided by the California Corporations Code. Participants shall have only those rights expressly set forth in these Bylaws or expressly granted by resolution of the Board of the Corporation. Rights of Participants, whether set forth in these bylaws or in a resolution of the Board, are subject to change or elimination by the Board at any time on a going forward basis, provided that that dues, fees and assessments shall be equal for all members of each class of Participants. The qualifications, rights and duties of the various classes of Participants are set forth below.
3.2.1 Owner Participants: Owner Participant Membership shall be open to all individuals who own a San Francisco taxi cab medallion and who are supportive of the purposes and goals of the Corporation. Owner Participants must each execute and deliver a Participation Agreement and thereafter maintain their Owner Participant Membership in good standing. Owner Participants who remain in good standing shall have the right to attend general meetings of the Corporation.
3.2.2 Non-Owner Participants: Non-Owner Participant Membership shall be open to all individuals duly licensed to drive a taxi cab in the City and County of San Francisco who are supportive of the purposes and goals of the Corporation. Non-Owner Participants must each execute and deliver any required Participation Agreement. Non-Owner Participants who remain in good standing shall have the right to attend general meetings of the Corporation.
3.3 Fees, Dues and Assessments: The Board of Directors shall determine the initial membership fees, dues and assessments for membership and/or participation in the Corporation. Fees, dues and assessments for membership in the Corporation may be increased or decreased by the Board, in its discretion, at any time; provided, that dues and assessments may not be increased retroactively. Membership in the Corporation of each Member must be renewed on a quarterly basis by payment of the appropriate membership fee. Discontinuation of a Member’s membership shall be the Corporation’s sole and exclusive remedy for a Member’s failure to pay any fees, dues or assessments, whether quarterly or special.
3.4 Termination of Membership: The membership of any Member shall terminate upon the occurrence of any one or more of the conditions set forth in this Section 3.4. Upon termination or expiration of the status of a Member in the Corporation, all rights and privileges associated with being a Member shall terminate:
3.4.1 Resignation: A Member may resign from the Corporation at any time by filing a resignation letter with the Chairperson, Secretary or Executive Director of the Corporation. No pro rata refund of any membership fees, dues or assessments shall be made for the balance of the calendar year in which the resignation is effective.
3.4.2 Expiration: A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed.
3.4.3 Dues and Assessments: Membership shall terminate upon the failure of the Member to pay any fees, dues or assessments within the time periods established by the Board of Directors.
3.4.4 Termination of Agreement: Membership shall terminate upon termination or expiration of the, as applicable, Participation Agreement or Promoter Member Agreement.
3.4.5 Other Terminations: In the event that a Promoter Member fails to adhere to the Corporation’s objectives or acts in a disparaging manner where the Corporation is concerned, the Board of Directors can vote to terminate the Promoter Member’s membership with a super majority vote (3/4 majority).
3.5 Non-Liability: No Member shall be personally liable for the debts, liabilities or obligations of this Corporation.
3.6 Nontransferability: No Member may transfer for value or otherwise a membership interest or any right arising therefrom, and all rights of membership shall cease upon the Member’s bankruptcy, resignation, expulsion or dissolution.
3.7 Distribution of Assets Upon Dissolution: Upon a dissolution or liquidation of this Corporation, and after all of the known debts and liabilities of this Corporation have been paid or adequately provided for in accordance with Section 8713 of the California Nonprofit Corporation Law, the Board of Directors shall: (a) return to the Members any unused portions of dues paid by Members for any particular fiscal year; and (b) thereafter, transfer remaining assets and/or intellectual property rights of the Corporation which are not appropriate for transfer to the general public, such as any trademarks or logos of the Corporation, to another organization, as determined by the Board of Directors whose purposes are similar to the Corporation. Any such assets not disposed of in accordance with the aforementioned procedures shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located to such organization or organizations, as said court shall determine, that are organized and operated exclusively for such purposes. No part of the Corporation’s net earnings will inure to the benefit of any Member, Director or any third person.
4.1 Place of Meetings: All meetings of Members shall be held at any place within the San Francisco Bay Area which may be designated by the Board of Directors pursuant to the authority hereinafter granted to the said Board of Directors, or by the written consent of all Promoter Members entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the Corporation.
4.2 Regular Meetings: Regular meetings of Members of the Corporation shall be held at such dates and at such times and places as determined by resolution of the Board of Directors. Additional Member meetings may be set as determined by the Board of Directors and pursuant to notification as defined in these Bylaws.
4.3 Special Meetings: Special meetings of Members, for any lawful purpose or purposes whatsoever, may be called at any time by the Chairman, the Board of Directors, or by twenty percent (20%) or more of Promoter Members entitled to vote. Notice of such request must be submitted to the Chairman, the Vice-Chairman or Secretary. The notice must state the business to be transacted at the special meeting. It shall be the duty of the officer to cause notice to be given, within twenty (20) days from receipt of such a request, to the Promoter Members entitled to vote at the meeting scheduled and to be held not less than thirty-five (35) days nor more than ninety (90) days after the receipt of such a request. A quorum of Promoter Members must be present at the special meeting pursuant to Section 4.6 in order to conduct the business of the Corporation.
4.4 Notice of Meetings: A notice of each annual meeting, written ballot for election of Directors or otherwise, if any, and special meeting shall be given by the Chairman or, in case of his failure or refusal, by any other officer or any Director. Each such notice shall specify: (a) the place, time, day and hour of the meeting or the date on which the ballot shall be returned, if applicable; (b) in the case of an annual meeting at which Directors shall be elected, shall specify the names of all those who are candidates for election of Directors and the agenda of the meeting as determined at the time the notice is given; and (c) in the case of special meetings, the nature of the business to be transacted thereat. Such notice shall be given to every Promoter Member of the Corporation who, on the record date for notice of the meeting, is entitled to vote thereat. Such notice shall be given via mail or electronic mail at least ten (10) days but no more than ninety (90) days prior to the date fixed for such meeting; provided, however, that if notice is given by mail and is not sent first class, registered or certified mail, notice shall be given not less than twenty (20) days before the meeting.
4.5 Adjourned Meetings: Any Members’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Promoter Members entitled to vote thereat, either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting. Annual and special meetings may not be adjourned for more than forty-five (45) days to another time or place. It shall not be necessary to give any such notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by an announcement at the meeting at which such adjournment is taken. 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 Promoter Member who, on the record date for notice of the meeting, is entitled to vote at the meeting.
4.6 Quorum: The presence in person or by proxy of a simple majority (>50%) of the Promoter Members of the Corporation entitled to vote shall constitute a quorum for the transaction of business. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Promoter Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Promoter Members required to constitute a quorum. The presence of an authorized representative of a Promoter Member shall constitute presence of the Promoter Member for purposes of determining the establishment of a quorum.
4.7 Voting: Each Promoter Member in good standing (i.e., Promoter Members who have paid their membership fees, dues and assessments in accordance with these Bylaws and whose membership has not been terminated pursuant to Section 3.4) is entitled to one (1) vote on each matter submitted to a vote of the Members. Voting shall be by voice vote, unless the Chairman of the Corporation place directs such voting to be by ballot. No single vote shall be split into fractional votes. Cumulative voting shall not be authorized.
4.8 Action Without Meeting by Written Ballot: 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 Promoter Member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Corporation. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds a quorum of the Promoter Members, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Ballots shall be distributed to Promoter Members in accordance with delivery and timing requirements set forth in Section 4.4. All ballots distributed shall indicate the number of responses needed to meet the quorum requirement and shall state the percentage of approvals necessary to pass the measure submitted. All written ballots distributed shall specify the time by which the ballot must be received in order to be counted.
4.9 Proxies: Every Promoter Member entitled to vote shall have the right to do so in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Corporation; but no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force.
4.10 Conduct of Meetings: Meetings of Members shall be presided over by the Chairman of the Corporation, or in his absence, by the Vice-Chairman, and in the absence of both of them, by the chair chosen by a majority of the Promoter Members present. The Secretary of the Corporation shall act as the secretary of all meetings of Members, provided that in his absence the presiding officer shall appoint another officer of the Corporation or Director to act as acting secretary of the meeting.
BOARD OF DIRECTORS
5.1 Powers: Subject to the limitations of the Articles of Incorporation, the Bylaws, and the California Nonprofit Corporation Law and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of this Corporation shall be controlled by, the Board of Directors. The Board of Directors shall have the power to select and remove all officers, agents, employees and contractors, and to fix reasonable compensation thereof, to authorize and empower officers or agents to enter into contracts and other commitments on behalf of this Corporation, and to appoint and delegate responsibilities and authority to committees, officers and agents.
5.2 Number and Composition of Board of Directors: The number of Directors shall be equal to the number of Promoter Members and is set to a maximum of four (4), and such number may be increased (but not decreased) by the Board of Directors. Each Promoter Member shall designate one (1) Director to serve on the Board of Directors. The Director can either be the Promoter Member or the duly authorized representative of the Promoter Member on behalf of whom he or she is serving. Notwithstanding the foregoing, the Board of Directors may appoint and remove, from time to time, additional Board members when the Board of Directors believes that such appointment is in the best interests of the Corporation. The following events shall result in automatic termination of an individual’s status as a Director: (a) termination of such Director’s authority to represent the Promoter Member of which he/she was an authorized representative; and/or (b) upon resolution by the Board of Directors terminating the Director for cause pursuant toSection 5.20.2. Any vacancy in the Board of Directors shall be filled pursuant to Section 5.6. Each Director shall serve a one (1) year term unless otherwise provided under this Section 5.2. The provisions of this Section 5.2 may not be amended except upon the two-thirds (2/3) written consent of all members of the Board of Directors.
5.3 [Intentionally Deleted.] 5.4 Observers: In the event that a Director is not capable of serving due to absence or otherwise, the applicable Promoter Member shall have the right to appoint a non-voting observer to attend Board meetings.
5.5 [Intentionally Deleted.] 5.6 Vacancies: If there is a Director vacancy, the affected Promoter Member shall have thirty (30) calendar days from the date of notice of the vacancy from the Corporation to appoint a replacement Director to the Board of Directors for the remaining term. If the Promoter Member fails or refuses to make such appointment within such a thirty (30) calendar day period, the Board of Directors may fill any vacancy for the remaining term. Any vacancies created by a failure of a Member to renew its membership may be filled by the Board of Directors.
5.7 Place of Meeting: All meetings of the Board of Directors may be held at any place within the San Francisco Bay Area that has been designated from time to time by the Board of Directors or by the notice of the Chairman.
5.8 Special Meetings: Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman, the Secretary or by any two (2) of the Directors.
5.9 Notice of Meetings; Attendance: Notice of the time and place of each meeting of the Board of Directors not fixed by an express provision of the Bylaws or by a resolution of the Board of Directors shall be given to each Director not less than seventy-two (72) hours before the date of the meeting if given personally, by telephone or by electronic means including e-mail, and not less than four (4) days before the date of the meeting if given by first-class mail.
5.10 Consent to Meetings: The transactions of the Board of Directors at any meeting however called and noticed or wherever held, shall be as valid as though done at a meeting duly held after call and notice if a quorum be present and if either before or after the meeting each Director not present: (a) signs a written waiver of notice; (b) signs a consent to the holding of such meeting; or (c) approves the minutes thereof. Each Director who attends the meeting without protesting, prior thereto or at its commencement shall be deemed conclusively to have consented to the holding of the meeting and to have waived the lack of notice to such Director. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
5.11 Action Without Meeting: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Any certificate or other document filed under any provision of the California Nonprofit Corporation 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 authorize the Directors to so act. For the purposes of this section only, “all members of the Board” shall not include any “Interested Director” as defined in Section 5.19.
5.12 Telephonic Meetings: Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. Participation in a meeting through use of telephone or similar communications equipment shall constitute presence in person at such meeting.
5.13 Quorum: A minimum of three (3), but not less than a majority (>50%) of the Directors then in office shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided in Section 5.14. 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 shall be regarded as the act of the Board of Directors unless a greater number be required by law, the Articles of Incorporation or these Bylaws.
5.14 Adjournment: A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors’ meeting to meet again at another time or place. In the event a meeting of the Board of Directors is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place shall be given prior to the time set for the rescheduled meeting to the Directors who were not present at the time of the adjournment.
5.15 Fees and Compensation: Directors shall serve without compensation, but by resolution of the Board of Directors, may be reimbursed for expenses paid while acting on behalf of the Corporation and/or expenses incurred in attending meetings of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor so long as such compensation is approved by a majority of Directors, excluding any “Interested Director” as defined in Section 5.19.
5.16 Indemnity: This Corporation shall indemnify any person or entity who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person, or such entity’s designee, is or was a Director, Officer, or member of any committee or working group of this Corporation, to the fullest extent allowed under the provisions of Section 7237 of the California Nonprofit Corporation Law relating to the power of a corporation to indemnify any such person or entity. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Section 5.16. Any repeal or modification of this Section 5.16 shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification
5.17 Insurance for Corporate Agents: Except as may be otherwise provided under provisions of law, 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 member of the Board of Directors, officer, employee or other agent of the Corporation) against liabilities 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 Articles of Incorporation, these Bylaws or provisions of law.
5.18 Standard of Conduct: Pursuant to Section 7231 of the California Nonprofit Corporation Law, a Director shall perform the duties of a Director, including duties as a member of any committee or working group upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of this Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
(a) One or more officers or employees of this Corporation whom the Director believes to be reliable and competent in the matters presented;
(b) Legal counsel, independent accountants or other professionals as to matters which the Director believes to be within such person’s professional or expert competence; or
(c) A committee of the Board upon which the Director does not serve, as to matters within the committee’s designated authority, which committee the Director believes to merit confidence; provided that, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
5.19 Self-Dealing Transactions: As used in this section, a “self-dealing contract” is any contract or transaction: (a) between this Corporation and one or more of its Directors, or between this Corporation and any corporation, firm or association in which one or more of the Directors has a material financial interest; or (b) between this Corporation and a corporation, firm or association of which one or more of its directors are Directors of this Corporation (collectively, “Interested Director(s)”). Pursuant to Section 7233 of the California Nonprofit Corporation Law, no self-dealing contract shall be void or voidable because such Interested Director(s) or corporation, firm or association are parties or because such Interested Director(s) are present at the meeting of the Board or committee which authorizes, approves or ratifies the self-dealing contract, if:
5.19.1 Membership Approval: All material facts are fully disclosed to or otherwise known by the Members and the self-dealing contract is approved by the Members in good faith including the abstention from voting by any membership owned by such Interested Director(s);
5.19.2 Board or Committee Approval: All material facts are fully disclosed to or otherwise known by the Board or committee and the Board or committee authorizes, approves, or ratifies the self-dealing contract in good faith (including the abstention from voting by the Interested Director(s)), and, in the case of a self-dealing contract described above, the Board or committee resolves and finds that the contract is just and reasonable at the time it is authorized, approved or ratified; or
5.19.3 Just and Reasonable Contract: The person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the Corporation at the time it was authorized, approved or ratified.
Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which authorizes, approves or ratifies a contract or transaction as provided in this Section 5.19.
5.20 Resignation and Removal:
5.20.1 Resignation: Any Director may resign at any time by giving written notice to the Board of Directors, to the Chairman or to the Secretary of this Corporation.
5.20.2 Removal: Any Director may be removed upon resolution by the Board of Directors adopted by the affirmative vote of three-quarters (3/4) of all members of the Board of Directors terminating such individual’s status as such a Director for any of the following, all of which constitute removal for cause: (a) four (4) or more unexcused absences from Board of Directors meetings during any year; (b) conviction or entry of a plea of nolo contendere by such Director for a crime; (c) intentional breach of fiduciary duties by such Director; (d) public disparagement or ridicule of the Corporation by such Director; or (e) gross mismanagement or waste by such Director. Upon termination of an individual’s status as a Director or if there is otherwise a vacancy on the Board of Directors, the vacancy shall be filled pursuant to Section 5.6, unless otherwise agreed by the affected Promoter Member.
5.21 Advisory Board: The Board of Directors may, at its sole discretion, appoint a board of advisors (“Advisory Board”) with which the Board of Directors shall consult on matters relating to the operation of the Corporation. The members of the Advisory Board shall not have the rights or privileges of Directors or Members as set forth in Sections 5047 and 5056 of the California Nonprofit Corporation Law and shall have no power or authority over the operation of the Corporation. The Advisory Board may be restructured and/or terminated by resolution of the Board of Directors at any time. A member of the Advisory Board may be removed at any time by the Board of Directors in its sole and absolute discretion.
6.1 Officers: The principal officers of this Corporation shall be a Chairman, Vice Chairman, Chief Financial Officer or Treasurer, Secretary, Executive Director, and such other officers as the Board of Directors may appoint. One person may hold two or more offices. Officers of the Corporation may be any person nominated by a Director and nothing herein shall require such individual to be a Director or an employee or duly authorized representative of any Member of the Corporation.
6.2 Election: The officers of this Corporation shall be appointed by the Board of Directors by the affirmative vote of a majority of the members of the Board of Directors present at a meeting of the Board of Directors at which a quorum is present, and each officer shall hold his or her office for a term of one (1) year, or until he or she shall resign or shall be removed or his or her successor shall be elected and qualified.
6.3 Removal and Resignation:
6.3.1 Removal: Any officer may be removed at any time, either with or without cause, by the Board of Directors by the affirmative vote of a majority of all members of the Board of Directors then in office or by any officer upon whom such power of removal may be conferred by the Board of Directors upon such affirmative vote.
6.3.2 Resignation: Any officer may resign at any time by giving written notice to the Board of Directors or the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Such resignation shall not prejudice the rights of the Corporation under any contract to which the officer is a party.
6.4 Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board of Directors for the unexpired term.
6.5 Chairman: The Chairman shall serve as the Chief Executive Officer of this Corporation. Subject to the control of the Board of Directors, the Chairman shall have general supervision, direction and control of the business and affairs of this Corporation. The Chairman shall serve as an ex officio voting member of all committees, and shall have such other powers and duties as may be designated from time to time by the Board of Directors. The Chairman shall be a member of the Board of Directors and preside at all meetings of the Board of Directors.
6.6 Vice Chairman: In the absence of the Chairman, or in the event of his or her inability or refusal to act, the Vice Chairman shall perform all the duties of the Chairman, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chairman. The Vice Chairman shall have such other powers and duties as may be designated from time to time by the Board of Directors or the Chairman. There shall be no limit on the number of Vice Chairmen that may be appointed by the Board of Directors of the Corporation.
6.7 Chief Financial Officer/Treasurer: The Chief Financial Officer/Treasurer shall oversee the financial and accounting matters of this Corporation with respect to the receipt and deposit of funds. The Chief Financial Officer/Treasurer shall have such other powers and the Board of Directors of the Corporation may designate duties as from time to time.
6.8 Secretary: The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall keep the seal (if one is maintained) of this Corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, and shall supervise the keeping of the records of this Corporation. The Secretary shall have such other powers and the Board of Directors of the Corporation may designate duties as from time to time.
6.9 Executive Director: The Executive Director shall manage the day-to-day activities of the Corporation, such as scheduling meetings, facilitating communication between members, acting as a liaison to other organizations, recruiting new members and processing Promoter Member Agreements and Participation Agreements. The Executive Director shall have such other powers and the Board of Directors of the Corporation may designate duties as from time to time.
6.9.1 Compensation: The Executive Director will be selected by the Executive Committee and if compensated will not be an employee of the Corporation. Compensation will be subject to review and approval of the Board of Directors for services, which are reasonable and necessary for the management, and success of the Corporation.
COMMITTEES AND WORKING GROUPS
7.1 Appointment of Committees: The Board of Directors may create committees as the Board from time to time deems necessary or appropriate to conduct the business and further the objectives of this Corporation. Such committees shall have the responsibilities and duties established by the Board of Directors. Any such committees may be restructured and/or terminated by the Board of Directors at any time.
7.2 Powers and Authority of Committees: Without limiting the generality of Section 7.1, the Board of Directors may delegate to any committee any of the powers and authority of the Board of Directors in the management of the business and affairs of this Corporation, except the following:
(a) The approval of any action for which the California Nonprofit Corporation Law also requires the approval of Members of a corporation;
(b) The filling of vacancies on the Board or in any committee that has the authority of the Board;
(c) The fixing of compensation of the Directors for serving on the Board or on any committee;
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) The amendment or repeal of any resolution of the Board, which by its express terms is not so amendable or repealable;
(f) The appointment of committees of the Board or the members thereof; and
(g) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.
MISCELLANEOUS DISCLOSURE OF INFORMATION AND CONFIDENTIALITY
9.1 Limitation on the Scope of Disclosed Information: The Members acknowledge that they will not disclose or exchange information as part of the Corporation’s activities among themselves unless such disclosure is necessary in order to achieve the lawful purposes of the Corporation. All information disclosed as a part of the Corporation’s activities shall be deemed non-confidential except as may be provided below or as otherwise agreed to in a written agreement between the affected parties.
9.2 Confidential Information: From time to time a Member may deem it necessary to disclose information to the other Members which such Member considers confidential or proprietary (“Confidential Information”). In such instances the relevant information may be disclosed as the Confidential Information of the disclosing party if the information is specifically designated as such at the time of disclosure; provided, however, that inadvertent disclosures of Confidential Information not otherwise designated as such may be remedied by notification to all Members to whom such Confidential Information has been disclosed (in accordance with the notification process in this Article 9) of the disclosing Member’s intention to maintain the confidentiality of the same to the extent that the receiving Members have not yet disseminated the subject information outside of their organization. Any such designation shall be effected by (1) marking any information disclosed in writing in a manner which indicates it is the Confidential Information of the disclosing party; or (2) by orally indicating that any information disclosed orally is the Confidential Information of the disclosing party and then within ten (10) days providing all other Members with a written summary of the orally disclosed Confidential Information so that such Confidential Information is more easily identified. All information disclosed by Members prior to the date of this Agreement directly for the purposes of the Corporation shall be governed by the provisions of this Section 9.2. Members should at all times refrain from disclosing any Confidential Information to any other Member that is not reasonably related to the legitimate purpose or activities of the Corporation. All information developed by the Corporation shall be deemed the Confidential Information of the Corporation and subject to the terms hereof until made publicly available. All works in progress, including Member submissions, Corporate personnel matters, minutes of Board of Directors’ meetings, minutes of Committees and Work Groups and attorney work product of the Corporation’s attorney shall in all cases be deemed Confidential Information of the Corporation and subject to the terms hereof.
9.3 Nondisclosure: With respect to Confidential Information of a Member and/or of the Corporation, the receiving party agrees, for a period of three (3) years from the initial date of disclosure, to use the same care and discretion to avoid disclosure, publication, and dissemination outside the receiving party and its subsidiaries, contractors and consultants as the receiving party employs with its own Confidential Information, but no less than reasonable care. Any disclosure by a receiving party to its subsidiaries, contractors and consultants should be subject to an obligation of confidentiality at least as restrictive as those contained in this Article 9. The foregoing obligation shall not apply to any information which is: (1) rightfully known by the receiving party without any limitation on use or disclosure prior to disclosure, as evidenced by the receiving party’s contemporaneous written records; (2) publicly available through no fault of the receiving party; (3) rightfully received without a duty of confidentiality; (4) disclosed by the disclosing party to a third party without a duty of confidentiality on such third party; (5) independently developed by the receiving party, as evidenced by the receiving party’s contemporaneous written records; (6) disclosed pursuant to the order of a court or other authorized governmental body, or as required by law, provided that the receiving party provides reasonable prior written notice to the disclosing party, and cooperates with the disclosing party, so that the disclosing party has the opportunity to oppose any such order; or (7) disclosed by the receiving party with the disclosing party’s prior written approval. It is understood that receipt of Confidential Information under these Bylaws shall not create any obligation in any way limiting or restricting the assignment and/or reassignment of any employees of a Member within Member’s organization. However, this Section 9.3 shall not be deemed to grant to any party a license under the other party’s copyrights or patents. Nothing contained herein shall preclude the Corporation from entering into Nondisclosure Agreements with third-party non-Members.
9.4 Corporation Information: All public disclosures regarding the existence, membership and activities of the Corporation must be approved by the Board of Directors. However, the Corporation’s general policy shall be to disclose fully, at the agreed-upon time, all information relating to the Corporation and its activities. If a Member shall be required to disclose any Confidential Information relating to the Corporation pursuant to a valid order of a court or other government body or any political subdivision thereof, the Member shall first give notice to the Board of Directors and make a reasonable effort to obtain a protective order requiring that any such Confidential Information so disclosed be used only for the purposes for which the order was issued.
9.5 Survival: After withdrawal, termination or non-renewal as a Member, for any reason, a former Member has a continuing duty under this Article 9.
10.1 Fiscal Year: The fiscal year of this Corporation shall end on the last day of December of each year.
10.2 Inspection of Corporate Records: The books of account and minutes of the proceedings of the Board of Directors, and of any committees of the Board of Directors, shall be open to inspection at the principal office of this Corporation by each Promoter Member at any reasonable time upon the written demand of any Promoter Member. Such inspection may be made in person or by an agent or attorney, and shall include the right to make photocopies and extracts at the requesting Promoter Member’s expense.
10.3 Representation of Shares of Other Corporations: Any officer of this Corporation is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers may be exercised by such officers in person or by other persons authorized to do so by proxy duly executed by such officers.
10.4 Checks, Drafts, Etc: All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to this Corporation and any and all securities owned by or held by this Corporation requiring signature for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors.
10.5 Execution of Contracts: The Board of Directors may authorize any officer, employee, or agent to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of this Corporation and such authority may be general or confirmed to specific instances. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind this Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
10.6 Corporate Loans, Guarantees and Advances: This Corporation shall not make any advances or make any loan of money or property to or guarantee the obligation of any member, Director or Officer.
10.7 Inspection and Disclosure: The Corporation shall keep or cause to be kept correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors or other documents as may be required by law on its own behalf. The Corporation shall have available for inspection at its principal office a copy of its three (3) most recent annual exempt organization information returns and a copy of its application for recognition of exemption and determination letter. Upon request by two (2) directors, the alliance shall initiate a financial audit within six months after year-end book closing.
10.8 Not For Profit Status: Neither the Corporation nor any of its Members shall individually or collectively, directly or indirectly, engage in any act that will result in the loss of, or otherwise adversely affect, its status as a tax-exempt organization under the United States Internal Revenue Code.
10.9 Forms of Notice: Any notice or writing required or permitted under these Bylaws may be given in writing, in person, by mail, by private carrier or by telephone, electronic transmission (including facsimile and e-mail) or other form of wire or wireless communication.
10.10 Severability: The invalidity of any clause, provision, or Article of these Bylaws shall not affect the validity or enforceability of the remaining clauses, provisions or Articles.
EFFECTIVE DATE AND AMENDMENT
11.1 Effective Date: These Bylaws shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective immediately upon their adoption unless the Board of Directors of this Corporation in adopting them provide that they are to become effective at a later date.
11.2 Amendments: These Bylaws may be amended by an affirmative vote of a majority of the Board of Directors then in office, unless: (a) the specific provision(s) of these Bylaws being amended sets forth a greater number of affirmative votes for an action, in which case any amendments to such provision(s) shall require the greater number of affirmative votes set forth in such provision(s); and/or (b) such an amendment requires an affirmative vote of a majority of the Promoter Members as provided by Section 7150 of the California Nonprofit Corporation Law.