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RACKWiki:Bylaws: Difference between revisions
Increased threshold for removal of board members without cause
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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 (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 /> | ### <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 />A Director may be removed without cause only by a vote of two-thirds (2/3) of all Directors then in office. Written notice of a proposed removal without cause must be provided to all Directors, including the Director whose removal is proposed, at least fourteen (14) days prior to the meeting at which such removal will be considered. The notice shall state that removal of the named Director will be considered and shall provide the Director an opportunity to address the Board at the meeting prior to any vote. The fourteen-day notice requirement may not be waived. The vote of the Director whose removal is proposed shall not be counted in determining whether the two-thirds threshold has been met. | ||
### <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 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 President, the Secretary, or the Board. Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) the time specified in the written notice that the resignation is to become effective. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the California Attorney General (the “Attorney General”). | ||
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### <u>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.<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>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, which shall require a two-thirds (2/3) vote.<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. | ||