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## <u>Number and Qualifications</u> | ## <u>Number and Qualifications</u> | ||
### <u>Number</u><br />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. | ### <u>Number</u><br />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. | ||
### <u>Qualifications</u><br /> | ### <u>Qualifications</u><br />To be eligible to serve as a Director, an individual must be at least 18 years of age and have no felony convictions involving fraud or financial misconduct. It is preferable but not required that the individual has actively served on an advisory committee of the Corporation for at least one year.<br />A Director must agree to adhere to the Corporation’s Code of Ethics and Conflict of Interest Policy, and shall not violate any qualification or requirement for board service that has been adopted by resolution of the Board prior to the commencement of that Director's term of office, if that director was notified of such qualification or requirement at the commencement of their term of office. | ||
### <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>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>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. | ||
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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>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>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.<br />Adopting, amending, or repealing these Bylaws, as described in shall require a vote of a super-majority (2/3) of all Directors then in office. | ||
## <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>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>Adjournment</u> <br />A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. | ||
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## 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. | ## 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 | # ARTICLE 15: AMENDMENTS | ||
## The Board may adopt, amend or repeal bylaws. Such power is subject to the following limitations: <br /> (a | ## The Board may adopt, amend or repeal bylaws by a vote of a super-majority (2/3) of all Directors then in office. Such power is subject to the following limitations: <br /> (a) No amendment may extend the term of a Director beyond that for which such Director was elected. <br /> (b) 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 3, 4, and 5 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. | ||
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