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# ARTICLE 6: MEMBERSHIPS | # ARTICLE 6: MEMBERSHIPS | ||
## <u>Members</u> <br />The Corporation has no members within the meaning of section 5056 of the California Nonprofit Corporation Law. | ## <u>Members</u> <br />The Corporation has no members within the meaning of section 5056 of the California Nonprofit Corporation Law. | ||
## <u>Non-Voting Members</u> <br />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. | ## <u>Non-Voting Members</u> <br />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 | # ARTICLE 7: DIRECTORS | ||
## <u>Number and Qualifications</u> | ## <u>Number and Qualifications</u> | ||
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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>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. | ||
## <u>Terms</u> <br />Directors shall be elected at each annual meeting of the Board for | ## <u>Terms</u> <br />Directors shall be elected at each annual meeting of the Board for three 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>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 | ### <u>Removal</u><br />The Board may by resolution declare vacant the office of a Director who (i) 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; (ii) fails to attend three consecutive Board meetings; or (iii) fails or ceases to meet any of the required qualifications set forth in Section 7.1.2.<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 | ### <u>Resignations</u><br />Except as provided in this Section 7.4.4, any Director may resign by giving written notice to 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> <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>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. | ||
### <u>Meetings by Communication Equipment</u><br /> | ### <u>Meetings by Communication Equipment</u><br />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. | ||
## <u>Notice of Meetings</u> | ## <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 | ### <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 either of the following methods:<br />(a) Electronic mail (“email”) to each Director’s email address as shown on record with the Corporation, or<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>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. | ### <u>Notice Contents</u><br />The notice shall state the location, 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. | ||
## <u>Quorum and Action of the Board</u> | ## <u>Quorum and Action of the Board</u> | ||
### <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. | ||
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## <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. | ||
## <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>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 | ## <u>Conduct of Meetings</u> <br />Meetings of the Board shall be presided over by a meeting chair, who shall typically be the President, or if the President is absent, by the Vice President (if any) or, in the absence of each of these persons, by another Director 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 meeting chair 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>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. | ## <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>Nonprofit Integrity Act/Audit Committee</u> <br />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. | ## <u>Nonprofit Integrity Act/Audit Committee</u> <br />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. | ||
## <u>Advisory Committees</u> <br />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. | ## <u>Advisory Committees</u> <br />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. | ||
## <u>Rights of Advisory Committee Members</u>Members of any active advisory committee shall receive notice of all regular Board meetings by a method determined by Board resolution. Such members shall be entitled to attend regular Board meetings as observers, and may only speak at meetings upon invitation from the meeting chair. Advisory committee members shall have no vote on any matter before the Board. Notwithstanding the above, any meeting (or portion thereof) may be designated as a "Closed" or "Executive" session by the President or meeting chair. Attendance at these sessions shall be restricted to Directors and invited guests to discuss sensitive matters, including but not limited to legal, personnel, or proprietary issues. | |||
# ARTICLE 9: OFFICERS | # ARTICLE 9: OFFICERS | ||
## <u>Officers and Qualifications</u> <br />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. <br />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. | ## <u>Officers and Qualifications</u> <br />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. <br />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. | ||
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## <u>Duty of Loyalty; Construction with Article 11</u> <br />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. | ## <u>Duty of Loyalty; Construction with Article 11</u> <br />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. | ||
## <u>Duty to Disclose Actual and Potential Conflicts of Interest</u> | ## <u>Duty to Disclose Actual and Potential Conflicts of Interest</u> | ||
### 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 | ### 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 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 | ||
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# ARTICLE 13: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS | # ARTICLE 13: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS | ||
## <u>Execution of Instruments</u> <br />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. | ## <u>Execution of Instruments</u> <br />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. | ||
## <u>Checks and Notes</u> <br />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 | ## <u>Checks and Notes</u> <br />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 President, Treasurer, or Chief Executive. | ||
## <u>Deposits</u> <br />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. | ## <u>Deposits</u> <br />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. | ||
## <u>Gifts</u> <br />The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of the Corporation. | ## <u>Gifts</u> <br />The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of the Corporation. | ||