RACKWiki:Bylaws

RACKWiki, Inc. is in the pre-incorporation phase and is not yet a legal entity. These Bylaws are a working draft, are not yet legally binding, and are subject to change at any time. This organization is not currently authorized to accept tax-deductible donations.

ARTICLE 1: NAME
1. The name of the corporation is RACKWiki, Inc. (“Corporation”).
ARTICLE 2: LOCATION
1. The principal office for the transaction of the business of the Corporation may be established at any place or places within or without the State of California by resolution of the Board.
ARTICLE 3: PURPOSES
1. [this section should be exactly as listed in the articles of incorporation: https://publiccounsel.org/wp-content/uploads/2025/09/Annotated_Bylaws-1.pdf, notes 5-11]
ARTICLE 4: LIMITATIONS
1. [this section should be exactly as listed in the articles of incorporation: https://publiccounsel.org/wp-content/uploads/2025/09/Annotated_Bylaws-1.pdf, notes 5-11]
ARTICLE 5: NON-PROFIT NATURE AND DISSOLUTION
1. [this section should be exactly as listed in the articles of incorporation: https://publiccounsel.org/wp-content/uploads/2025/09/Annotated_Bylaws-1.pdf, notes 5-11]
ARTICLE 6: MEMBERSHIPS
1. Members
  1. The Corporation has no members within the meaning of section 5056 of the California Nonprofit Corporation Law.
2. Non-Voting Members
  1. The Board may adopt policies and procedures for the admission of honorary “members” who shall have no binding voting rights in the Corporation and are not members within the meaning of section 5056 of the California Nonprofit Corporation Law.
ARTICLE 7: DIRECTORS
1. Number and Qualifications
  1. Number
    The authorized number of directors of the Corporation (“Directors”) shall not be less than three or more than fifteen; the exact authorized number to be fixed, within these limits, by resolution of the Board.
  2. Qualifications
  3. Community Representation
    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.
2. Corporate Powers Exercised by Board
  1. 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.
3. Terms
  1. 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.
    
    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.
4. Vacancies
  1. Events Causing Vacancies
    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.
  2. Removal
    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 by resolution declare vacant the office of a Director who fails to attend 4 consecutive Board meetings.
    Directors may be removed without cause by a majority of Directors then in office.
  3. No Removal on Reduction of Number of Directors
    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.
  4. Resignations
    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”).
  5. Election to Fill Vacancies
    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.
5. Regular Meetings
  1. 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.
6. Special Meetings
  1. Special meetings of the Board for any purpose may be called at any time by any one Officer or any two Directors.
7. Place of Board Meetings
  1. 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.
  2. Meetings by Communication Equipment
    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.
    
    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.
8. Notice of Meetings
  2. Manner of Giving
    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:
    (a\\) Electronic mail (“email”) to each Director’s email address as shown on record with the Corporation, and
    
    (b\\) Posting on an electronic message board which the Corporation has designated for those communications and which includes all Directors.
    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.
  3. Time Requirements
    Notices shall be delivered at least 48 hours before the time set for the meeting.
  4. Notice Contents
    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.
9. Quorum and Action of the Board
  1. Quorum
    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.
  2. Minimum Vote Requirements for Valid Board Action
    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
  3. When a Greater Vote Is Required for Valid Board Action
    The following actions shall require a vote by a majority of all Directors then in office in order to be effective:
    (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);
    (b\) Creation of, and appointment to, Committees (but not advisory committees) as described in Section 8.1; and
    (c\) Removal of a Director without cause as described in Section 7.4.2.
10. Waiver of Notice
  1. 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.
11. Adjournment
  1. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
12. Notice of Adjournment
  1. 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.
13. Conduct of Meetings
  1. 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.
    
    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.
14. Action without Meeting
  1. 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.
    Written consent may be transmitted by first-class mail, messenger, courier, facsimile, e-mail or any other reasonable method satisfactory to the President.
15. Fees and Compensation of Directors
  1. 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.
    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:
    (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
    (b\) any sibling, ancestor, descendant, spouse, sibling-in-law, child-in-law, or parent-in-law of any such person.
16. Non-Liability of Directors
  1. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
ARTICLE 8: COMMITTEES
1. Committees of Directors
  1. The Board may, by resolution adopted by a majority of the Directors then in office, create one or more Board Committees (“Committees”), including an executive committee, each consisting of two or more Directors, to serve at the discretion of the Board. Any Committee, to the extent provided in the resolution of the Board, may be given the authority of the Board except that no Committee may:
    (a\) approve any action for which the California Nonprofit Public Benefit Corporation Law also requires approval of the members or approval of a majority of all members regardless of whether the Corporation has members;
    (b\) fill vacancies on the Board or in any Committee which has the authority of the Board;
    (c\) fix compensation of the Directors for serving on the Board or on any Committee;
    (d\) amend or repeal Bylaws or adopt new Bylaws;
    (e\) amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
    (f\) appoint any other Committees or the members of these Committees;
    (g\) expend corporate funds to support a nominee for Director after more persons have been nominated than can be elected; or
    (h\) approve any transaction (i) between the Corporation and one or more of its Directors or (ii) between the Corporation and any entity in which one or more of its Directors have a material financial interest unless the conditions of Section 10.1.2.2 are satisfied.
2. Meetings and Action of Board Committees
  1. Meetings and action of Committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 concerning meetings of Directors, with such changes in the context of Article 7 as are necessary to substitute the Committee and its members for the Board and its members, except that the time for regular meetings of Committees may be determined by resolution of the Board, and special meetings of Committees may also be called by resolution of the Board. Minutes shall be kept of each meeting of any Committee and shall be filed with the corporate records. The Committee shall report to the Board from time to time as the Board may require. The Board may adopt rules for the governance of any Committee not inconsistent with the provisions by these Bylaws. In the absence of rules adopted by the Board, the Committee may adopt such rules.
3. Quorum Rules for Board Committees
  1. A majority of the Committee members shall constitute a quorum for the transaction of Committee business, except to adjourn. A majority of the Committee members present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Every act taken or decision made by a majority of the Committee members present at a meeting duly held at which a quorum is present shall be regarded as an act of the Committee, subject to the provisions of the California Nonprofit Corporation Law relating to actions that require a majority vote of the entire Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Committee members, if any action taken is approved by at least a majority of the required quorum for that meeting.
4. Revocation of Delegated Authority
  1. Subject to Section 8.1, the Board may, at any time, revoke or modify any or all of the authority that the Board has delegated to a Committee, increase or decrease (but not below two) the number of members of a Committee, and fill vacancies in a Committee from the members of the Board.
5. Nonprofit Integrity Act/Audit Committee
  1. In any fiscal year in which the Corporation receives or accrues gross revenues of two million dollars or more (excluding grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received), the Board shall (i) prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant (“CPA”) in conformity with generally accepted auditing standards; (ii) make the audit available to the Attorney General and to the public on the same basis that the Internal Revenue Service Form 990 is required to be made available; and (iii) appoint an Audit Committee as provided in the Nonprofit Integrity Act of 2004.
6. Advisory Committees
  1. The Board may create one or more advisory committees to the Board. Appointments to such advisory committees need not, but may, be Directors. Advisory committees may not exercise the authority of the Board to make decisions on behalf of the corporation, but shall be limited to making recommendations to the Board and to implementing Board decisions and policies. Advisory committees shall be subject to the supervision and control of the Board.
ARTICLE 9: OFFICERS
1. Officers and Qualifications
  1. The officers of the Corporation (“Officers”) shall be a President, a Secretary, and a Treasurer. The Board shall have the power to designate additional Officers, including a Vice President and CIO, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section 9.6.6. Any number of offices may be held by the same person, except that the Secretary and the Treasurer may not serve concurrently as the President.
    Every Officer must be a seated Director at the time of their election and must remain a Director throughout their term of office. Additionally, any person serving as the President shall have previously served for at least one year as a Director.
2. Election of Officers
  1. 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.
    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.
3. Removal of Officers
  1. 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.
    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.
4. Resignation of Officers
  1. 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.
    
    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.
5. Vacancies in Offices
  1. 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.
    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.
6. Responsibilities of Officers
  1. President
    The president of the Corporation (the “President”) shall preside at meetings of the Board as required by Section 7.13 and perform such other powers and duties as may from time to time be assigned to them by the Board or prescribed by these Bylaws. The President shall, in addition, be the chief executive and shall have the powers and duties prescribed in Section 9.7.
  2. Vice President
    The vice president of the Corporation (the “Vice President”), if any, shall, in the absence or disability of the President, perform all the duties of the President and, when so acting, have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as may be prescribed by the Board.
  3. Secretary
    The secretary of the Corporation (the “Secretary”) shall attend to the following:
    1. Bylaws
      The Secretary shall certify and keep or cause to be kept at the principal office of the Corporation the original or a copy of these Bylaws as amended to date.
    2. Minute Book
      The Secretary shall keep or cause to be kept a minute book as described in Section 12.1.
    3. Notices
      The Secretary shall give, or cause to be given, notice of all meetings of the Board in accordance with these Bylaws.
    4. Corporate Records
      Upon request, the Secretary shall exhibit or cause to be exhibited at all reasonable times to any Director, or to their agent or attorney, these Bylaws and the minute book.
    5. Corporate Seal and Other Duties
      The Secretary shall keep or cause to be kept the seal of the Corporation, if any, in safe custody, and shall have such other powers and perform such other duties incident to the office of Secretary as may be prescribed by the Board or these Bylaws.
  4. Treasurer
    The treasurer of the Corporation (the “Treasurer”), who may be referred to as the “chief financial officer”, shall attend to the following:
    1. Books of Account
      The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times.
    2. Financial Reports
      The Treasurer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
    3. Deposit and Disbursement of Money and Valuables
      The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board; shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board; shall render, or cause to be rendered to the President and Directors, whenever they request it, an account of all of their transactions as Treasurer and of the financial condition of the Corporation; and shall have other powers and perform such other duties incident to the office of Treasurer as may be prescribed by the Board or these Bylaws.
    4. Bond
      If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of their office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in their possession or under their control on their death, resignation, retirement, or removal from office.
  5. CIO
    The chief information officer of the Corporation (the “CIO”) shall attend to the following:
    1. Digital Assets and Infrastructure
      The CIO shall keep and maintain, or cause to be kept and maintained, an inventory of all digital assets of the Corporation, including but not limited to: website domains, hosting accounts, social media profiles, internal databases, and proprietary software. The CIO shall ensure that all such assets are registered in the legal name of the Corporation and not in the name of any individual.
    2. Security and Access
      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.
    3. Mission-Critical Systems and Other Duties
      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.
  6. Additional Officers
    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.
7. Chief Executive
  1. 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.
8. Compensation of Officers
  1. Salaries Fixed by Board
    The salaries of Officers, if any, shall be fixed from time to time by resolution of the Board or by the person or Committee to whom the Board has delegated this function, and no Officer shall be prevented from receiving such salary by reason of the fact that they are also a Director, provided, however, that such compensation paid to a Director for serving as an Officer shall only be allowed if permitted under the provisions of Section 7.15. In all cases, any salaries received by Officers shall be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the public benefit purposes of the Corporation. No salaried Officer serving as a Director shall be permitted to vote on their own compensation as an Officer.
  2. Fairness of Compensation
    The Board shall periodically review the fairness of compensation, including benefits, paid to every person, regardless of title, with powers, duties, or responsibilities comparable to the president or treasurer (i) once such person is hired, (ii) upon any extension or renewal of such person’s term of employment, and (iii) when such person’s compensation is modified (unless all employees are subject to the same general modification of compensation).
ARTICLE 10: TRANSACTIONS BETWEEN CORPORATION AND DIRECTORS OR OFFICERS; DISCLOSURE OF CONFLICTS OF INTEREST
1. Transactions with Directors and Officers
  1. Interested Party Transactions
    Except as described in Section 10.1.2, the Corporation shall not be a party to any transaction:
    (a\) in which one or more of its Directors or Officers has a material financial interest, or
    (b\) with any corporation, firm, association, or other entity in which one or more Directors or Officers has a material financial interest.
  2. Requirements to Authorize Interested Party Transactions
    1. By the Board of Directors
      The Corporation shall not be a party to any transaction described in Section 10.1.1 unless:
      (a\) the Corporation enters into the transaction for its own benefit;
      (b\) the transaction is fair and reasonable to the Corporation at the time the transaction is entered into;
      (c\) prior to consummating the transaction or any part thereof, the Board authorizes or approves the transaction in good faith, by a vote of a majority of Directors then in office (without counting the vote of the interested Directors), and with knowledge of the material facts concerning the transaction and the interested Director’s or Officer’s financial interest in the transaction;
      (d\) prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and
      (e\) the minutes of the Board meeting at which such action was taken reflect that the Board considered and made the findings described in paragraphs (a) through (d) of this Section 10.1.2.
    2. By a Committee
      A Committee shall not approve a transaction described in Section 10.1.1 unless:
      (a\) the Committee approves the transaction in a manner consistent with the standards set forth in Section 10.1.2.1;
      (b\) it was not reasonably practicable to obtain approval of the transaction by the Board prior to entering into the transaction; and
      (c\) the Board, after determining in good faith that the two above-enumerated conditions of this Section 10.1.2.2 are satisfied, ratifies the transaction at its next meeting by a vote of the majority of the Directors in office without counting the vote of the interested Director or Directors.
  3. Material Financial Interest
    A Director or Officer shall not be deemed to have a “material financial interest” in a transaction:
    (a\) that fixes the compensation of a Director as a Director or Officer;
    (b\) if the contract or transaction is part of a public or charitable program of the Corporation and it (1) is approved or authorized by the Corporation in good faith and without unjustified favoritism, and (2) results in a benefit to one or more Directors or their families only because they are in the class of persons intended to be benefited by the program; or
    (c\) where the interested Director has no actual knowledge of the transaction and it does not exceed the lesser of one percent of the gross receipts of the corporation for the preceding year or $100,000.
2. Loans to Directors and Officers
  1. The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General; except that the Corporation may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of duties of such Director or Officer, if in the absence of such advance, such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation.
3. Interlocking Directorates
  1. No contract or other transaction between the Corporation and any corporation, firm or association of which one or more Directors are directors is either void or voidable because such Director(s) are present at the Board or Committee meeting that authorizes, approves or ratifies the contract or transaction, if (i) the material facts as to the transaction and as to such Director’s other directorship are fully disclosed or known to the Board or Committee, and the Board or Committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common Director(s) (subject to the quorum provisions of Article 7); or if (ii) the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified.
4. Duty of Loyalty; Construction with Article 11
  1. Nothing in this Article 10 shall be construed to derogate in any way from the absolute duty of loyalty that every Director and Officer owes to the Corporation. Furthermore, nothing in this Article 10 shall be construed to override or amend the provisions of Article 11. All conflicts between the two articles shall be resolved in favor of Article 11.
5. Duty to Disclose Actual and Potential Conflicts of Interest
  1. 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
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
1. Minute Book
  1. The Corporation shall keep a minute book which shall contain a record of all actions by the Board or any committee including (i) the time, date and place of each meeting; (ii) whether a meeting is regular or special and, if special, how called; (iii) the manner of giving notice of each meeting and a copy thereof; (iv) the names of those present at each meeting of the Board or any Committee thereof; (v) the minutes of all meetings; (vi) any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; (vii) all written consents for action without a meeting; (viii) all protests concerning lack of notice; and (ix) formal dissents from Board actions. The minute book may either be in written form or in any other form capable of being converted into clearly legible tangible form.
2. Books and Records of Account
  1. The Corporation shall keep adequate and correct books and records of account. “Correct books and records” includes, but is not necessarily limited to: accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses.
3. Articles of Incorporation and Bylaws
  1. The Corporation shall keep at its principal office, the original or a copy of the Articles of Incorporation and Bylaws as amended to date.
  2. Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
    The Corporation shall at all times keep at its principal office a copy of its federal tax exemption application and, for three years from their date of filing, its annual information returns. These documents shall be open to public inspection and copying to the extent required by the Code.
4. Annual Report; Statement of Certain Transactions
  1. The Board shall cause an annual report to be sent to each Director within 120 days after the close of the Corporation’s fiscal year containing the following information:
    (a\) The assets and liabilities of the Corporation, including the trust funds, as of the end of the fiscal year;
    (b\) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
    (c\) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for this fiscal year;
    (d\) The expenses or disbursements of the Corporation for both general and restricted purposes during the fiscal year;
    (e\) A statement of any transaction (i) to which the Corporation, its parent, or its subsidiary was a party, (ii) which involved more than $50,000 or which was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and (iii) in which either of the following interested persons had a direct or indirect material financial interest (a mere common directorship is not a financial interest):
    (1\) Any Director or Officer of the Corporation, its parent, or its subsidiary;
    (2\) Any holder of more than 10% of the voting power of the Corporation, its parent, or its subsidiary.
    The statement shall include: (i) a brief description of the transaction; (ii) the names of interested persons involved; (iii) their relationship to the Corporation; (iv) the nature of their interest in the transaction, and; (v) when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.
    (f\) A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any Officer or Director under Article 10 or Article 11.
    The annual report shall be accompanied by a report of independent accountants on which the annual report is based, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
5. Directors’ Rights of Inspection
  1. Every Director shall have the absolute right at any reasonable time to inspect the books, records, documents of every kind, and physical properties of the Corporation and each of its subsidiaries. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
ARTICLE 13: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
1. Execution of Instruments
  1. The Board may, by resolution, authorize any Officer, agent, or employee of the Corporation to execute and deliver any contract or instrument in the name of and on behalf of the Corporation or to otherwise bind the Corporation, and such authority may be general or confined to specific instances as the Board may determine. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract, instrument, or in any other way. If no other officer, agent, or employee has been so solely authorized, the President shall be an authorized signatory to execute and deliver any contract or instrument in the name of and on behalf of the Corporation, or to otherwise bind the Corporation.
2. Checks and Notes
  1. Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation may be signed by each of the Chair, President, Treasurer, or Chief Executive.
3. Deposits
  1. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
4. Gifts
  1. The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of the Corporation.
ARTICLE 14: CONSTRUCTION AND DEFINITIONS
1. Unless the context requires otherwise, the general provisions, rules of construction, and definitions of California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both legal entities and natural persons. All references to statutes, regulations, and laws shall include any future statutes, regulations and laws that replace those referenced.
ARTICLE 15: AMENDMENTS
1. The Board may adopt, amend or repeal bylaws. Such power is subject to the following limitations:
  (a\) Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number.
  (b\) No amendment may extend the term of a Director beyond that for which such Director was elected.
  (c\) No amendment may add a provision that is in conflict with law or the Corporation’s Articles of Incorporation. Articles 3, 4, and 5 of these Bylaws and Articles III, IV, and V of the Corporation’s Articles of Incorporation must be identical; accordingly, any amendment to one must be accompanied by a simultaneous and identical amendment to the other.