REAL DIAPER ASSOCIATION
Section 1. Name. The name of this corporation is REAL DIAPER ASSOCIATION (hereinafter "RDA" or "corporation").
LOCATION OF PRINCIPAL OFFICE
Section 1. Principal Office. The principal office for the transaction of the activities and affairs of the corporation shall be located in California. The Board of Directors ("Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.
PURPOSES AND LIMITATIONS
Section 1. General Purposes. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and educational purposes.
Section 2. Specific Purposes. Within the context of the general purposes stated above, this corporation is formed: (a) to take the lead in creating a cultural shift to increase the use of simple, reusable cloth diapers; (b) to make the ideas and artifacts of cloth diapering accessible and acceptable to United States parents who have the power to change the world one baby at a time; (c) to establish a publicly supported resource center which trains local advocates and activists, plans educational campaigns, distributes information, and serves as a central point for the U.S. cloth diaper movement; (d) to organize real diaper advocates and activists into local groups whose purpose will be to advocate for the increased usage of cloth diapers and to teach local parents how to use them.
Section 3. Limitations. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
The property of this corporation is irrevocably dedicated to public and educational purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any Director or officer, or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit foundation, fund or corporation which is organized and operated exclusively for public, educational, or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
Section 1. Members. This corporation shall have no members. To the extent any donor, contributor, or other person is referred to as a "member" in any corporate materials, it shall be understood that such donor, contributor, or person is not a statutory member as contemplated by the California Nonprofit Public Benefit law, and has no voting or other rights in the corporation.
BOARD OF DIRECTORS
Section 1. Powers.
(a) General Corporate Powers. Subject to the provisions and limitations of the California Non-Profit Public Benefit Corporation Law and any other applicable laws, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. (b) Specific Powers. Without prejudice to the general powers set forth in subsection (a) above, but subject to the same limitations, the Directors may do any or all of the following:
(1) Policies. Adopt policies, rules and procedures for the management and operation of the corporation.
(2) Administration. Retain an individual employee or consultant, or a management firm, to administer the day-to-day activities of the corporation. An individual retained pursuant to this authority shall be known as the Executive Director and shall be an officer of the corporation. The Board may also employ, retain, or authorize the employment of such other employees, independent contractors, agents, and legal counsel as it from time to time deems necessary or advisable in the interest of the corporation, prescribe their duties and fix their compensation.
(3) Bonds. Require officers, agents, and employees charged by the corporation with responsibility for the custody of any of its funds or negotiable instruments to give adequate bond.
(4) Borrowing money. Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporation name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, liens, and other evidences of debt and securities.
(5) Gifts. Receive and accept gifts, devises, bequests, donations, annuities, and endorsements of real and personal property, and use, hold and enjoy the same, both as to principal and income, and to invest and re-invest the same or any part thereof for the furtherance of any objects, interests or purposes of this corporation.
(6) Contributions. Make such contributions as the Board determines are necessary and advisable in furtherance of the interests and purposes of this corporation.
(7) Fiscal Year. Fix and change the fiscal year of the corporation.
(8) Seal. Adopt and use a corporate seal provided that the name of the corporation and the state are shown on it. The seal may be affixed to such instruments as the Board shall direct. However, the lack of a corporate seal shall not, by itself, affect the legality of any document executed on behalf of the corporation.
(9) Contracts. Enter into contracts and agreements with individuals and with public and private entities for the advancement of the purposes for which the corporation is organized.
(10) Property. Acquire, construct and possess real, personal, and intellectual property.
(11) Bank Accounts and Special Funds. Establish one or more bank accounts and/or special funds in order to accomplish and further the purposes of the corporation.
(12) Committees. Appoint committees as provided in these bylaws.
(13) Ex officio members of the Board. Appoint any number of non-voting ex officio directors who the Board believes will make a contribution to the activities and operation of the corporation. Ex officio directors shall serve at the pleasure of the Board in an advisory capacity only and shall not have any of the rights or obligations applicable to voting directors under the law or these bylaws.
(14) Other entities. Create and support subsidiary or related entities, including but not limited to education and research foundations, which the Board believes will enhance the purposes of the corporation or serve the needs and goals of the members.
(15) Other. Do and perform all acts and exercise all powers incidental to, or in connection with, or deemed reasonably necessary for the proper implementation of the purposes of the corporation.
Section 2. Number and Qualification of Directors.
(a) Authorized Number and Qualifications. The Board shall consist of between five (5) and thirteen (13) Directors, the exact number to be determined by resolution of the Board. Directors must be individuals dedicated to the purposes of this corporation as set forth above
(b) Restriction on Interested Persons as Directors. No more than 49% of the persons serving on the Board may be "interested persons". An "interested person" is:
(i) any person compensated by RDA for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; and
(ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Section 3. Conflicts of Interest. Directors, officers, and committee members must actively seek to avoid situations and activities that create an actual or potential conflict between the individual's personal interests and the interests of the corporation. If it is clear to the director, officer, or committee member that a conflict exists relative to a particular issue being considered by the Board or any committee, he or she shall disclose the conflict to the Board or committee, as appropriate, and abstain from discussion or voting on the issue.
Both the fact and the appearance of a conflict of interest should be avoided. Directors, officers, or committee members who are unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with the Chairperson, who will determine whether disclosure to the Board or the assistance of legal counsel is required.
Section 4. Election and Term of Office. At each annual meeting of the Board, the Board shall nominate and elect directors to available positions. Directors shall serve for a term of three (3) years and until a successor has been elected and seated. There is no limit on the number of consecutive terms a Director may serve if he or she remains qualified and willing to serve.
Section 5. Removal of Directors. A Director may be removed from the Board at any time, with or without cause, by a two-thirds (2/3) vote of all the Directors on the Board.
Section 6. Removal of Directors. Vacancies on Board.
(a) Events Causing Vacancy. The vacancy or vacancies on the Board shall exist on the occurrence of the following:
(i) The death or resignation of any Director;
(ii) The removal of a Director by the Board;
(iii) The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 of the California Non-Profit Public Benefit Corporation Law; or
(iv) The increase of the authorized number of Directors.
(b) Resignations. Except as provided below, any Director may resign by giving written notice to the Chairperson of the Board, the Executive Director, or the Secretary of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. Except on notice to the Attorney General of California, no Director may resign if the corporation would be left without a duly appointed Director or Directors.
(c) Filling Vacancies. Vacancies on the Board may be filled by the Board at any properly called and noticed meeting where a quorum is present.
(d) No Vacancy 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.
Section 7. Directors' Meetings. Vacancies on Board.
(a) Place of Meetings. Meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.
(b) Meetings by Telephone. Any meeting of the Board may be held by conference telephone or similar communication equipment, so long as the following conditions are met:
(1) Each Director participating in the meeting can communicate with all other Directors concurrently.
(2) Each Director is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose, an objection to a specific action to be taken by the Board.
(3) The Board adopts and implements some means of verifying both of the following:
(a) A person communicating by telephone, electronic video screen, or other communications equipment is a Director entitled to participate in the Board meeting.
(b) All statements, questions, actions or votes were made by that director and not by another person not permitted to participate as a Director.
(c) Annual Meeting. The Board shall hold an annual meeting during the month of April each year for purposes of organization, election of Directors and officers, and transaction of other business. Notice of the annual meeting shall be given in accordance with subsection (d)(ii) below.
(d) Special Meetings. Other special meetings of the Board may be held at such time and place as the Board may fix from time to time.
(i) Authority to Call. Special meetings of the Board for any purpose may be called at any time by the Chairperson of the Board, the Executive Director, if any, or any two Directors.
(ii) Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:
(a) By personal delivery of written notice;
(b) By first class mail, postage prepaid; or
(c) By facsimile, or electronic mail, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the Director.
All such notices shall be given or sent to the Director's address, facsimile or electronic mail address as shown on the records of the corporation.
Notices sent by first-class mail shall be deposited in the U.S. mail at least seven (7) days before the time set for the meeting. Notices given by personal delivery, facsimile, or electronic mail shall be delivered, or sent at least forty-eight (48) hours before the time set for the meeting.
The notice shall state the date, time and location of the meeting, and the general nature of the business to be discussed.
(e) Quorum/Act of the Board. A majority of the authorized and elected number of Directors shall constitute a quorum for the transaction of business, except to adjourn. Except as specifically provided in these bylaws or in the California Nonprofit Public Benefit Corporation Law, every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be the act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
(f) Waiver of Notice. Notice of a meeting need not be given to any Director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any Director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
(g) Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
(h) Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four hours. If the original meeting is adjourned for more than twenty-four hours, notice of any adjournment to another 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.
Section 8. Action Without a Meeting. Any action that the Board is required or permitted to take may be taken without a meeting if all members of the Board consent in writing to the action; provided, however, that the consent of any Director who has a material financial interest in a transaction to which the corporation is a party, and who is an "interested director" as defined in Section 5233 of the California Corporations Code, shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the Board. All such consents shall be filed with the minutes of the proceedings of the Board.
Section 9. Compensation and Reimbursement. Directors shall not receive compensation for their services on the Board. Directors may receive such reimbursement of expenses as the Board may determine by resolution to be fair and reasonable at the time that the resolution is adopted.
Section 1. Committees of the Board. The Board, by resolution adopted by a majority of the Directors then in office, provided a quorum is present, may create one or more committees of the Board, each consisting of two or more Directors and no persons who are not Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by a majority vote of the Directors then in office. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
(a) Fill vacancies on the Board or on any committee that has the authority of the Board;
(b) Fix compensation of the Directors for serving on the Board or on any committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
(e) Create any other committees of the Board or appoint the members of committees of the Board; or
(f) Approve any contract or transaction to which the corporation is a party and in which one or more of its Directors has a material financial interest, except as special approval is provided for in Section 5233(d)(3) of the California Corporations Code.
Section 2. Executive Committee. The Executive Committee shall be a standing committee of the Board, composed of the Chairperson, Vice-Chairperson, Secretary, and Treasurer. The Chairperson of RDA shall be the Chairperson of the Executive Committee. The Executive Director, if any, shall be a non-voting ex officio member of the Executive Committee and shall attend all meetings of the Executive Committee unless the meeting is to discuss personnel issues, or he/she is excused by the Chairperson.
The Executive Committee may meet and take action on any matter not prohibited by law when the urgency of the decision requires action prior to the next Board meeting or, in those cases where the importance of the matter is not sufficient to warrant calling a special meeting. The Executive Committee may also develop policies for Board approval, review and recommend to the Board changes in the bylaws, and review personnel and other operating policies. The Executive Committee shall serve as the personnel committee for the Executive Director if the Executive Director is an employee of RDA.
Section 3. Notice Requirements for Committees of the Board. Written notice, via express mail, fax, or email, shall be provided to all committee members at least 48 hours in advance of any meeting of a committee of the Board. Provided, however, that this notice may be waived in writing, or by the committee member's actual attendance at the meeting.
Section 4. Quorum for Committees of the Board. A majority of the voting members of any committee of the Board shall constitute a quorum, and the acts of a majority of the voting members present at a meeting at which a quorum is present shall constitute the act or recommendation of the committee.
Section 5. Advisory Committees. The Board may also establish advisory committees composed of two or more Directors and other interested persons who are not Directors. Advisory committees shall provide advice and recommendations to the Board but shall not have the authority of the Board or any final decision making authority.
Section 6. Meetings by Telephone. Any meeting of a committee may be held by conference telephone or similar communication equipment in the same manner provided for in Article V.
Section 1. Officers of the Corporation. The elected officers of the corporation shall be a Chairperson, Secretary, and Treasurer, and may include, in the Board's discretion, a Vice-Chairperson and an Executive Director. In the discretion of the Board, the offices of Secretary and Treasurer may be combined and held by the same individual. All officers, except for the Executive Director, if any, must be Directors.
Section 2. Election of Officers. The officers of the corporation, except the Executive Director, shall be elected by the Board at its annual meeting.
Section 3. Terms of Office; Term Limits. Officers shall serve at the pleasure of the Board for one (1) year terms. There is no limit on the number of terms an officer may serve if he or she continues to be elected by the Board.
Section 4. Removal of Officers. Any elected officer may be removed with or without cause by a 2/3 vote of all the other directors on the Board. Without prejudice to his or her rights under a contract, if any, the Executive Director, if any, may be terminated at any time, with or without prior notice, and with or without cause, by a majority vote of the Executive Committee at any properly called meeting where a quorum is present.
Section 5. Resignation of Officers. Subject to the limitations of any contract with an Executive Director, any officer may resign at any time by giving written notice to the Chairperson or Secretary of RDA. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.
Section 6. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by a majority vote of the Directors present at any annual or special meeting of the Board where a quorum is present.
Section 7. Responsibilities of Officers.
(a) Chairperson. The Chairperson of the Board shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no Executive Director, the Chairperson of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the Executive Director of the corporation prescribed by these Bylaws.
(b) Vice-Chairperson. If the Chairperson is absent or disabled, the Vice-Chairperson, if any, shall perform all duties of the Chairperson. When so acting, the Vice-Chairperson shall have all powers of and be subject to all restrictions on the Chairperson. The Vice-Chairperson shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
(i) Book of Minutes. The Secretary shall keep or cause to be kept, at the corporation's principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, and committees of the Board. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual or special, and, if special, how authorized, the notice given, and the names of those present at the Board and committee meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the Articles of Incorporation and the Bylaws, as amended to date.
(ii) Notices, Seal, and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of its committees required by these Bylaws. The Secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
(iii) If the Chairperson and the Vice-Chairperson are both absent or disabled, or if there is no Vice-Chairperson and the Chairperson is absent or disabled, the Secretary shall perform all the duties of the Chairperson. When so acting, the Secretary shall have all powers of and be subject to all restrictions on the Chairperson.
(i) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and transactions. The Treasurer shall send or cause to be given to the Directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any Director at all reasonable times.
(ii) 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 the Board may designate, shall disperse the corporation's funds as the Board may order, shall render to the Chairperson, the Executive Director, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe. Unless specifically waived by action of the Board, all checks issued by the corporation shall require the signature of two Directors
(e) Executive Director. The Executive Director, if any, may be either an independent contractor or an at-will employee, as appropriate under law. The Executive Director shall be the chief executive officer and general manager of RDA and shall supervise, direct, and control the corporation's day-to-day activities, affairs, and administration. The Executive Director shall be a non-voting ex officio member of the Board and all committees. The Executive Director shall have such other powers and duties as the Board or the Bylaws may prescribe. As an alternative to employing or retaining an Executive Director, RDA may contract with another entity to provide administrative services.
Section 1. Right of Indemnity. To the fullest extent permitted by law, this corporation shall indemnify its Directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding", as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. "Expenses," as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
Section 2. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification.
Section 3. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification pursuant to these Bylaws in defending any proceeding covered by such indemnification shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person, that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
RECORDS AND REPORTS
Section 1. Maintenance of Corporate Records. The corporation shall keep:
(a) Adequate corporate books and records of account;
(b) Written minutes of the proceeding of its Board and committees of the Board; and
(c) A record of each Director's name, address, telephone number, facsimile number, and electronic mail address, if any.
Section 2. Maintenance and Inspection of Articles and Bylaws. The corporation shall keep at its principal office the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by Directors at all reasonable times during office hours.
Section 3. Inspection of Directors. Every Director shall have the absolute right at any reasonable time to inspect the corporation's books, records, and documents of every kind, physical properties, and the records of 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.
Section 4. Annual Report. The Board shall cause an annual report to be sent to directors within 120 days after the end of the corporation's fiscal year. That report should contain the following information, in appropriate detail, for the fiscal year:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds.
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes.
(d) The expenses or disbursements of the corporation for both general and restricted purposes.
(e) Any information required by Section 5 of this article.
The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statement were prepared without audit from the corporation's books and records.
This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors who request it in writing.
Section 5. Annual Statement of Certain Transactions and Indemnifications.. If any of the following types of transactions or indemnifications occurred during the previous fiscal year, then as part of the annual report to all directors, or as a separate document if no annual report is issued, the corporation shall prepare and mail or deliver to each director a statement of any such transaction or indemnification within 120 days after the end of the corporation's fiscal year:
(a) Any transaction:
(i) in which the corporation, its parent or its subsidiary was a party,
(ii) in which an "interested person" had a direct or indirect material financial interest, and
(iii) which involved more than $50,000, or was one of a number of transactions with the same "interested person" involving, in the aggregate, more than $50,000.
The statement shall include a brief description of the transaction, the names of "interested persons" involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the "interested person" is a partner, only the interest of the partnership need be stated.
(b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation.
Section 1. Fiscal Year. Unless changed by the Board, the fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
Section 2. Checks. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such persons and in such manner as shall be determined by resolution of the Board.
Section 3. Intellectual Property. All intellectual property prepared or purchased by or on behalf of the corporation, including but not limited to newsletters, educational and training materials, contracts, trade names, logos, service marks, contributor lists, and research, shall be the exclusive property of the corporation and directors agree to deal with it as such. Directors agree that they will not sell, transfer, publish, modify, distribute, or use for their own purposes, the intellectual property belonging to the corporation without the prior written consent of the Chairperson.
Section 4. Insurance. The Board shall adopt a resolution authorizing the purchase and maintenance of an insurance policy or policies on behalf of its directors, officers or employees against any liabilities, other than for violating provisions against self-dealing, incurred by the director, officer or employee in such capacity or arising out of their status as such.
Section 5. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nonprofit Public Benefit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular includes the plural, the plural includes the singular, the masculine includes the feminine and neuter, and the term "person" includes both an individual and an entity.
Section 6. Roberts Rules of Order. The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the meetings of the corporation in all cases to which they are applicable and in which they are not in conflict with the Articles of Incorporation, the bylaws, or the California Nonprofit Public Benefit Corporation Law.
Section 1. Amendments. Subject to any limitations in the Nonprofit Public Benefit Corporation Law, these Bylaws may be amended or repealed by a majority vote of the Board at a annual or special meeting where a quorum is present, so long as the proposed amendments or repeal are submitted to each Director at least ten (10) days prior to the meeting at which such amendments or repeal will be discussed and voted on.
Section 1. Voluntary Dissolution by Vote. The corporation may be dissolved at any time by a two-thirds (2/3) vote of all the Directors on the Board. If the Board votes in favor of dissolution, the directors shall promptly cease operations and proceed to wind up and dissolve the corporation.
Section 1. Remaining Assets. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit organization which is organized and operated exclusively for public, educational, or charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
Adopted by the Board of Directors 12/16/2004.
Signed by Heather Sanders, Secretary, on 2/24/2005.