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## <u>Vacancies</u> | ## <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>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. The Board may also by resolution declare vacant the office of a Director who fails to attend 4 consecutive Board meetings. | ### <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 /> 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>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”). | ### <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”). | ||
### <u>Election to Fill Vacancies</u><br />If there is a vacancy on the Board, including a vacancy created by the removal of a Director, the Board may fill such vacancy by electing an additional director as soon as practicable after the vacancy occurs. If the number of Directors then in office is less than a quorum, additional directors may be elected to fill such vacancies by (i) the unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors in office at a meeting held according to notice or waivers complying with section 5211 of the California Nonprofit Corporation Law, or (iii) a sole remaining Director. | ### <u>Election to Fill Vacancies</u><br />If there is a vacancy on the Board, including a vacancy created by the removal of a Director, the Board may fill such vacancy by electing an additional director as soon as practicable after the vacancy occurs. If the number of Directors then in office is less than a quorum, additional directors may be elected to fill such vacancies by (i) the unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors in office at a meeting held according to notice or waivers complying with section 5211 of the California Nonprofit Corporation Law, or (iii) a sole remaining Director. | ||
## <u>Regular Meetings</u> | ## <u>Regular Meetings</u> <br />Each year, the Board shall hold at least one meeting, at a time and place fixed by the Board, for the purposes of election of Directors, appointment of Officers, review and approval of the corporate budget and transaction of other business. This meeting is sometimes referred to in these Bylaws as the “annual meeting.” Other regular meetings of the Board may be held at such time and place as the Board may fix from time to time by resolution. | ||
## <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>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>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. | ||
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#### <u>Security and Access</u><br /> The CIO shall implement and oversee protocols for cybersecurity and data privacy. The CIO shall maintain a secure record of all administrative credentials and "owner-level" access keys. To ensure organizational continuity, the CIO shall ensure that at least one other Officer, as designated by the Board, has emergency access to all digital credentials. | #### <u>Security and Access</u><br /> The CIO shall implement and oversee protocols for cybersecurity and data privacy. The CIO shall maintain a secure record of all administrative credentials and "owner-level" access keys. To ensure organizational continuity, the CIO shall ensure that at least one other Officer, as designated by the Board, has emergency access to all digital credentials. | ||
#### Mission-Critical Systems and Other Duties<br /> The CIO shall be responsible for ensuring the continuous operation of the Corporation’s website and shall report to the Board on matters of technical performance and user data analytics, and shall have other powers and perform such other duties incident to the office of CIO as may be prescribed by the Board or these Bylaws. | #### Mission-Critical Systems and Other Duties<br /> The CIO shall be responsible for ensuring the continuous operation of the Corporation’s website and shall report to the Board on matters of technical performance and user data analytics, and shall have other powers and perform such other duties incident to the office of CIO as may be prescribed by the Board or these Bylaws. | ||
### <u>Additional Officers</u><br />The Board may empower the President to appoint or remove such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine. | ### <u>Additional Officers</u><br />The Board may empower the President to appoint or remove such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine. | ||
## <u>Chief Executive</u> <br />Subject to such supervisory powers as may be given by the Board to the President, the Board may hire a chief executive who shall be the general manager of the Corporation, and subject to the control of the Board, shall supervise, direct and control the Corporation's day-to-day activities, business and affairs. The chief executive (who may be referred to as the “chief executive officer” or “executive director”) shall be empowered to hire, supervise and fire all of the employees of the Corporation, under such terms and having such job responsibilities as the chief executive shall determine in their sole discretion, subject to the rights, if any, of the employee under any contract of employment. The chief executive may delegate their responsibilities and powers subject to the control of the Board. They shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Additionally, the Board may, by resolution, appoint the chief executive as an Officer. | ## <u>Chief Executive</u> <br />Subject to such supervisory powers as may be given by the Board to the President, the Board may hire a chief executive who shall be the general manager of the Corporation, and subject to the control of the Board, shall supervise, direct and control the Corporation's day-to-day activities, business and affairs. The chief executive (who may be referred to as the “chief executive officer” or “executive director”) shall be empowered to hire, supervise and fire all of the employees of the Corporation, under such terms and having such job responsibilities as the chief executive shall determine in their sole discretion, subject to the rights, if any, of the employee under any contract of employment. The chief executive may delegate their responsibilities and powers subject to the control of the Board. They shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Additionally, the Board may, by resolution, appoint the chief executive as an Officer. | ||
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### Directors and Officers shall make an appropriate disclosure of all material facts, including the existence of any financial interest, at any time that any actual or potential conflict of interest arises. This disclosure obligation includes instances in which a Director or Officer knows of the potential for an Interested Party Transaction as described in Section 10.1.1 related to their interests or a transaction involving interlocking directorates as described in Section 10.3. It also includes instances in which a Director or Officer plans not to attend a meeting of the Board or a Committee of the Board described in Section 8.2 at which such Director or Officer has reason to believe that the Board or Committee will act regarding a matter about which such Director or Officer may have a conflict. Depending on the circumstances, this disclosure may be made to the Chairperson or President, or, if the potential conflict of interest first arises in the context of a Board or Committee meeting, the entire Board or the members of the Committee considering the proposed transaction or arrangement that relates to the actual or possible conflict of interest. | ### Directors and Officers shall make an appropriate disclosure of all material facts, including the existence of any financial interest, at any time that any actual or potential conflict of interest arises. This disclosure obligation includes instances in which a Director or Officer knows of the potential for an Interested Party Transaction as described in Section 10.1.1 related to their interests or a transaction involving interlocking directorates as described in Section 10.3. It also includes instances in which a Director or Officer plans not to attend a meeting of the Board or a Committee of the Board described in Section 8.2 at which such Director or Officer has reason to believe that the Board or Committee will act regarding a matter about which such Director or Officer may have a conflict. Depending on the circumstances, this disclosure may be made to the Chairperson or President, or, if the potential conflict of interest first arises in the context of a Board or Committee meeting, the entire Board or the members of the Committee considering the proposed transaction or arrangement that relates to the actual or possible conflict of interest. | ||
# ARTICLE 11: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS | # ARTICLE 11: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS | ||
## To the maximum extent permitted by California Nonprofit Corporation Law, the Corporation shall indemnify all Directors and Officers against any and all liability, excluding liabilities incurred by self-dealing, fraud, or bad faith, of such Director(s) or Officer(s) incurred in connection with services rendered in such capacities or services, at the Corporation’s request, as director, officer, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise and against all reasonable expenses, including attorney’s fees that may be incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any director or officer, by reason of service in that capacity, may be made a party or in which any director or officer shall be called as a witness, or in connection with any proceeding against the Corporation to enforce a director’s or officer’s right of indemnification of directors, officers, employees and agents. | |||
# ARTICLE 12: CORPORATE RECORDS AND REPORTS | # ARTICLE 12: CORPORATE RECORDS AND REPORTS | ||