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 ### <u>Community Representation</u><br />The Board shall make reasonable efforts to elect Directors who represent the diversity of the BDSM community, including, but not limited to, factors such as race, age, ethnicity, gender, and sexual orientation.
 ## <u>Corporate Powers Exercised by Board</u> <br />Subject to the provisions of the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), California Nonprofit Corporation Law and any other applicable laws, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of Directors (the “Board”). The Board may delegate the management of the activities of the Corporation to any person or persons, management company or committee however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
-## <u>Terms</u> <br />Directors shall be elected at each annual meeting of the Board for [______] year terms. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which they were elected and until the election and qualification of a successor, or until that Director’s earlier resignation or removal in accordance with these Bylaws and California Nonprofit Corporation Law. By resolution, the Board may arrange for terms to be staggered. <br /><br />There shall be no limit on the number of consecutive or non-consecutive terms a Director may serve, provided they continue to meet the eligibility requirements set forth in Section 7.1.2 and are duly re-elected in accordance with these Bylaws.
+## <u>Terms</u> <br />Directors shall be elected at each annual meeting of the Board for [______] year terms. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which they were elected and until the election and qualification of a successor, or until that Director’s earlier resignation or removal in accordance with these Bylaws and California Nonprofit Corporation Law. By resolution, the Board may arrange for terms to be staggered. <br />There shall be no limit on the number of consecutive or non-consecutive terms a Director may serve, provided they continue to meet the eligibility requirements set forth in Section 7.1.2 and are duly re-elected in accordance with these Bylaws.
 ## <u>Vacancies</u>
 ### <u>Events Causing Vacancies</u><br />A vacancy or vacancies on the board shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) whenever the number of authorized Directors is increased; or (iii) the failure of the Board, at any meeting at which any Director or Directors are to be elected, to elect the full authorized number of Directors.
-### <u>Removal</u><br />The Board may by resolution declare vacant the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony, or found by final order or judgment of any court to have breached a duty under California Nonprofit Corporation Law.<br />The Board may by resolution declare vacant the office of a Director who fails to attend 4 consecutive Board meetings.<br />Directors may be removed without cause by a majority of Directors then in office.
+### <u>Removal</u><br />The Board may by resolution declare vacant the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony, or found by final order or judgment of any court to have breached a duty under California Nonprofit Corporation Law. The Board may also by resolution declare vacant the office of a Director who fails to attend 4 consecutive Board meetings.<br /> <br /> Directors may be removed without cause by a majority of Directors then in office.
 ### <u>No Removal on Reduction of Number of Directors</u><br />No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires unless the reduction also provides for the removal of that specified Director in accordance with these Bylaws and California Nonprofit Corporation Law.
 ### <u>Resignations</u><br />Except as provided in this Section 7.4.4, any Director may resign by giving written notice to the Chairperson, the President, the Secretary, or the Board. Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) the time specified in the written notice that the resignation is to become effective. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the California Attorney General (the “Attorney General”).
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 ## <u>Special Meetings</u> <br />Special meetings of the Board for any purpose may be called at any time by any one Officer or any two Directors.
 ## <u>Place of Board Meetings</u> <br />Regular and special meetings of the Board may be held at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or, if there is no notice, designated by resolution of the Board. If the place of a regular or special meeting is not designated in the notice or fixed by a resolution of the Board, it shall be held at the principal office of the Corporation.
-### <u>Meetings by Communication Equipment</u><br />Except as provided in this Section 7.7.1, for any meeting, each Director must have the option to remotely participate in the meeting through conference telephone or other communications equipment permitted by California Nonprofit Corporation Law, such that all Directors participating in the meeting can communicate with one another concurrently and all other requirements of California Nonprofit Corporation Law are satisfied. All such Directors shall be deemed to be present in person at such meeting.<br /><br />No method of remote participation is required if all Directors are physically present at the meeting, or if each Director not physically present has waived, in writing, their right to participate remotely.
+### <u>Meetings by Communication Equipment</u><br />Except as provided in this Section 7.7.1, for any meeting, each Director must have the option to remotely participate in the meeting through conference telephone or other communications equipment permitted by California Nonprofit Corporation Law, such that all Directors participating in the meeting can communicate with one another concurrently and all other requirements of California Nonprofit Corporation Law are satisfied. All such Directors shall be deemed to be present in person at such meeting.<br />No method of remote participation is required if all Directors are physically present at the meeting, or if each Director not physically present has waived, in writing, their right to participate remotely.
 ## <u>Notice of Meetings</u>
-### <u>Manner of Giving</u><br />Except when the time and place of a regular meeting is set by the Board by resolution in advance (as permitted by Section 7.5), notice of the time and place of all regular and special meetings shall be given to each Director by both of the following methods:<br />(a\)    Electronic mail (“email”) to each Director’s email address as shown on record with the Corporation, and<br /><br />(b\)    Posting on an electronic message board which the Corporation has designated for those communications and which includes all Directors. <br />Notice of regular meetings may be given in the form of a calendar or schedule that sets forth the date, time, and place of more than one regular meeting.
+### <u>Manner of Giving</u><br />Except when the time and place of a regular meeting is set by the Board by resolution in advance (as permitted by Section 7.5), notice of the time and place of all regular and special meetings shall be given to each Director by both of the following methods:<br />(a)    Electronic mail (“email”) to each Director’s email address as shown on record with the Corporation, and<br />(b)    Posting on an electronic message board which the Corporation has designated for those communications and which includes all Directors. <br />Notice of regular meetings may be given in the form of a calendar or schedule that sets forth the date, time, and place of more than one regular meeting.
 ### <u>Time Requirements</u><br />Notices shall be delivered at least 48 hours before the time set for the meeting.
 ### <u>Notice Contents</u><br />The notice shall state the date and time for the meeting, as well as any instructions for remote participation as provided in Section 7.7.1. The notice need not specify the purpose of the meeting unless required to elsewhere in these Bylaws.
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 ### <u>Quorum</u><br />A majority of Directors then in office (but no fewer than two Directors or one-fifth of the authorized number in Section 7.1.1, whichever is greater) shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 7.11. If the number of Directors in office is less than a quorum, then Directors may be elected as provided in Section 7.4.5.
 ### <u>Minimum Vote Requirements for Valid Board Action</u><br />Every act taken or decision made by a vote of the majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, unless a greater number is expressly required by California Nonprofit Corporation Law, the Articles of Incorporation or these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting
-### <u>When a Greater Vote Is Required for Valid Board Action</u><br />The following actions shall require a vote by a majority of all Directors then in office in order to be effective:<br />(a\)    Approval of contracts or transactions in which a Director has a direct or indirect financial as described in Section 10.1 (provided that the vote of any interested Director(s) is not counted);<br />(b)    Creation of, and appointment to, Committees (but not advisory committees) as described in Section 8.1; and<br />(c)    Removal of a Director without cause as described in Section 7.4.2.
+### <u>When a Greater Vote Is Required for Valid Board Action</u><br />The following actions shall require a vote by a majority of all Directors then in office in order to be effective:<br />(a)    Approval of contracts or transactions in which a Director has a direct or indirect financial as described in Section 10.1 (provided that the vote of any interested Director(s) is not counted);<br />(b)    Creation of, and appointment to, Committees (but not advisory committees) as described in Section 8.1; and<br />(c)    Removal of a Director without cause as described in Section 7.4.2.
 ## <u>Waiver of Notice</u> <br />The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (i) a quorum is present, and (ii) either before or after the meeting, each of the Directors who is not present at the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent does not need to specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Also, notice of a meeting is not required to be given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. Directors can protest the lack of notice only by presenting a written protest to the Secretary either in person, by first-class mail addressed to the Secretary at the principal office of the Corporation as contained on the records of the Corporation as of the date of the protest, or by facsimile addressed to the facsimile number of the Corporation as contained on the records of the Corporation as of the date of the protest.
 ## <u>Adjournment</u> <br />A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
 ## <u>Notice of Adjournment</u> <br />Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
-## <u>Conduct of Meetings</u> <br />Meetings of the Board shall be presided over by the President, or if the President is absent, by the Vice President (if any) or, in the absence of each of these persons, by a chairperson of the meeting, chosen by a majority of the Directors present at the meeting. The Secretary shall act as secretary of all meetings of the Board, or if the Secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting. <br /><br />Meetings shall be governed by rules of procedures as may be determined by the Board from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation, or with any provisions of law applicable to the Corporation.
+## <u>Conduct of Meetings</u> <br />Meetings of the Board shall be presided over by the President, or if the President is absent, by the Vice President (if any) or, in the absence of each of these persons, by a chairperson of the meeting, chosen by a majority of the Directors present at the meeting. The Secretary shall act as secretary of all meetings of the Board, or if the Secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting. <br />Meetings shall be governed by rules of procedures as may be determined by the Board from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation, or with any provisions of law applicable to the Corporation.
 ## <u>Action without Meeting</u> <br />Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to the action and the number of Directors then in office constitutes a quorum. For the purposes of this Section 7.14 only, “all members of the Board” shall not include any “interested Director” as defined in section 5233 of the California Nonprofit Corporation Law or any “common director” as described in section 5234 of the California Nonprofit Corporation Law if such director abstains in writing from providing consent and the further requirements of section 5211(b) of the California Nonprofit Corporation Law are satisfied. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.<br />Written consent may be transmitted by first-class mail, messenger, courier, facsimile, e-mail or any other reasonable method satisfactory to the President.
 ## <u>Fees and Compensation of Directors</u> <br />The Corporation shall not pay any compensation to Directors for services rendered to the Corporation as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by the Board. <br />Also, Directors may not be compensated for rendering services to the Corporation in a capacity other than as Directors, unless such compensation is reasonable and further provided that not more than 49% of the persons serving as Directors may be “interested persons” which, for purposes of this Section 7.15 only, means:<br />(a)    any person currently being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full or part-time Officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or<br />(b)    any sibling, ancestor, descendant, spouse, sibling-in-law, child-in-law, or parent-in-law of any such person.
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 ## <u>Election of Officers</u> <br />The Officers, except those appointed in accordance with Section 9.6.6, shall be elected by the Board at the annual meeting of the Corporation for a term of one year, and each shall serve at the discretion of the Board until their successor shall be elected, or their earlier resignation or removal. <br /> There shall be no limit on the number of consecutive or non-consecutive terms an Officer may serve, provided they continue to meet the eligibility requirements and are duly re-elected in accordance with these Bylaws.
 ## <u>Removal of Officers</u> <br />Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, (i) by action of the Board, at any regular or special meeting of the Board, or at the annual meeting of the Corporation, or (ii) by an Officer on whom such power of removal may be conferred by the Board. If an Officer ceases to be a Director for any reason, their position as an Officer shall be deemed vacant immediately. <br />Removal of an individual from an Officer position shall not, in and of itself, constitute removal of that individual from the Board. An individual removed as an Officer shall continue to serve as a Director for the remainder of their term unless a separate action is taken to remove them in accordance with Section 7.4.2.
-## <u>Resignation of Officers</u> <br />Any Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any of the Corporation under any contract to which the Officer is a party. <br /><br />Unless otherwise explicitly stated in the written notice of resignation, the resignation of an individual from an Officer position shall be construed only as a resignation from that specific office and shall not constitute a resignation from the Board. The individual shall continue to serve as a Director for the remainder of their term, provided they remain otherwise qualified under these Bylaws.
+## <u>Resignation of Officers</u> <br />Any Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any of the Corporation under any contract to which the Officer is a party. <br />Unless otherwise explicitly stated in the written notice of resignation, the resignation of an individual from an Officer position shall be construed only as a resignation from that specific office and shall not constitute a resignation from the Board. The individual shall continue to serve as a Director for the remainder of their term, provided they remain otherwise qualified under these Bylaws.
 ## <u>Vacancies in Offices</u> <br />A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur and not on an annual basis. In the event of a vacancy in any office other than the President or one appointed in accordance with Section 9.6.6, such vacancy shall be filled temporarily by appointment by the President and the appointee shall remain in office for 60 days, or until the next regular meeting of the Board, whichever comes first. Thereafter, the position can be filled only by action of the Board.<br />In the event of a vacancy in the office of the President, the Vice President shall immediately succeed to the office for the remainder of the term. If there is no Vice President, the Secretary shall call a special meeting of the Board within fourteen days to elect a new President.
 ## <u>Responsibilities of Officers</u>