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foundation:bylaws [2012/05/30 10:09]
127.0.0.1 external edit
foundation:bylaws [2017/02/13 16:43]
mprutsalis [Article II: Members]
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   - All former members of the Board.   - All former members of the Board.
 Invited Members notified by electronic means on December 2, 2009 shall have until January 16, 2010 to respond [Amended by [[foundation:board_resolutions#amendment_to_the_bylaws_to_extend_deadline_for_initial_membership_applications_and_clas_to_be_returned | Board Resolution #22]]].  The initial Members of the Foundation shall be admitted upon the affirmative vote of the Board of the Foundation at the initial meeting of the Board. \\ Invited Members notified by electronic means on December 2, 2009 shall have until January 16, 2010 to respond [Amended by [[foundation:board_resolutions#amendment_to_the_bylaws_to_extend_deadline_for_initial_membership_applications_and_clas_to_be_returned | Board Resolution #22]]].  The initial Members of the Foundation shall be admitted upon the affirmative vote of the Board of the Foundation at the initial meeting of the Board. \\
-**Section 2.2: Admission of Members.** To be eligible for membership, a person or entity must be nominated by a current Member of the Foundation and complete a written membership application in such form as may be adopted by the Board from time to time. The nomination must be included in a notice to the Members, if any, of the Foundation within 92 days of receipt of the nomination, and at least fourteen (14) days prior to any vote on the applicant's admission, which notice may be by electronic means.  A Member may only nominate two persons for membership in a given calendar year. Members of the Foundation shall be admitted if (1) twenty percent (20%) of existing Members of the Foundation submit a vote; (2) three-quarters (75%) of those vote to admit the nominee; and (3) after receipt by the Secretary of a membership application completed by each such proposed Member within thirty (30) days following the vote. [Amended by [[foundation:board:dec2011minutes|December 2011 Director's Meeting]]]\\+**Section 2.2: Admission of Members.** To be eligible for membership, a person or entity must complete a written membership application and be approved in such form as may be adopted by the Board from time to time.  [Amended by [[foundation:board_resolutions#amendment_to_article_ii_of_the_bylaws|Board Resolution #107]]]\\
 **Section 2.3: Voluntary Resignation of Membership.** A Member may resign from membership in the Foundation at any time upon written signed notice delivered to an officer of the Foundation. \\ **Section 2.3: Voluntary Resignation of Membership.** A Member may resign from membership in the Foundation at any time upon written signed notice delivered to an officer of the Foundation. \\
-**Section 2.4: Termination of Membership.** No Member may have his or her membership terminated except by the affirmative vote of two-thirds of the Members of the Foundation. \\+**Section 2.4: Termination of Membership.** Membership must be renewed on an annual basis in such form as may be adopted by the Board from time to time. No Member may have his or her membership otherwise terminated except by the affirmative vote of the Board of Directors[Amended by [[foundation:board_resolutions#amendment_to_article_ii_of_the_bylaws|Board Resolution #107]]] \\
 **Section 2.5: Effect of Resignation or Termination of Membership.** Upon any resignation or termination of the membership of any Member, all rights of membership, including all related voting rights, of such Member shall be terminated. After a resignation or termination of the membership of any Member, such Member may be reconsidered for membership only in accordance with Section 2.2 of these bylaws. \\ **Section 2.5: Effect of Resignation or Termination of Membership.** Upon any resignation or termination of the membership of any Member, all rights of membership, including all related voting rights, of such Member shall be terminated. After a resignation or termination of the membership of any Member, such Member may be reconsidered for membership only in accordance with Section 2.2 of these bylaws. \\
  
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 **Section 3.4: Composition of the Board.** Each person named in the Articles of Incorporation as a member of the initial Board shall hold office until the first annual meeting of Members and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal or death. \\ **Section 3.4: Composition of the Board.** Each person named in the Articles of Incorporation as a member of the initial Board shall hold office until the first annual meeting of Members and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal or death. \\
 **Section 3.5: Election of Directors and Term.** At the first annual meeting of Members, the Members shall elect nine (9) Directors to hold office as follows: three to serve a one-year term; three to serve for a two-year term; and three to serve for a three-year term. \\ **Section 3.5: Election of Directors and Term.** At the first annual meeting of Members, the Members shall elect nine (9) Directors to hold office as follows: three to serve a one-year term; three to serve for a two-year term; and three to serve for a three-year term. \\
-At each successive meeting, Directors shall elect Directors for those seats on the Board whose term is expiring for three-year terms. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her resignation, removal or death. Directors may succeed themselves in office.\\+At each annual meeting, one (1) Director shall be elected by the Members and any remaining Directors shall be elected by the Directors. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her resignation, removal or death. Directors may succeed themselves in office. Nominations for all candidates for election to the Board shall come from either the Board or Members at least 14 days in advance of the meeting. \\
 **Section 3.6: Resignation of Directors.** Any Director of the Foundation may resign effective upon giving written notice to an officer of the Foundation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation specifies effectiveness at a future time, a successor may be elected pursuant to Section 3.8 of these bylaws to take office on the date the resignation becomes effective. Notwithstanding the foregoing, except upon notice to the Attorney General of the State of California no Director may resign if such resignation would leave the Foundation without a duly elected Director or Directors in charge of its affairs. \\ **Section 3.6: Resignation of Directors.** Any Director of the Foundation may resign effective upon giving written notice to an officer of the Foundation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation specifies effectiveness at a future time, a successor may be elected pursuant to Section 3.8 of these bylaws to take office on the date the resignation becomes effective. Notwithstanding the foregoing, except upon notice to the Attorney General of the State of California no Director may resign if such resignation would leave the Foundation without a duly elected Director or Directors in charge of its affairs. \\
 **Section 3.7: Removal of Directors.** Any Director may be removed from office, with or without cause, by the affirmative vote of two-thirds of the Directors or Members of the Foundation. \\ **Section 3.7: Removal of Directors.** Any Director may be removed from office, with or without cause, by the affirmative vote of two-thirds of the Directors or Members of the Foundation. \\
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 **Section 3.13: Rights of Inspection.** Every Director shall have the absolute right at any reasonable time to inspect and copy any and all books, records, and documents of every kind of the Foundation, and to inspect the physical properties of the Foundation. \\ **Section 3.13: Rights of Inspection.** Every Director shall have the absolute right at any reasonable time to inspect and copy any and all books, records, and documents of every kind of the Foundation, and to inspect the physical properties of the Foundation. \\
 [Sections 3.2, 3.3, 3.5 and 3.7 amended at {{foundation:minutesofspecialmeeting2may2011.pdf|Special Meeting of the Board 02 May 2011}}] [Sections 3.2, 3.3, 3.5 and 3.7 amended at {{foundation:minutesofspecialmeeting2may2011.pdf|Special Meeting of the Board 02 May 2011}}]
 +[Sections 3.5 amended by Board Vote on 2014-10-02 (Board Resolution #92)]
  
 ==== Article IV: Meetings ==== ==== Article IV: Meetings ====
-**Section 4.1: Annual Meeting.** An annual meeting of the Members and the Board shall be held on such date as shall be selected each year by the Board. [Amended at 2012 Director's Meeting].  The first annual meeting shall be not more than thirteen (13) months after the organization of the Foundation and, in the case of all other Annual Meetings, not more than thirteen (13) months after the date of the last annual meeting. \\+**Section 4.1: Annual Meeting.** An annual meeting of the Members and the Board shall be held on such date as shall be selected each year by the Board. [Amended at 2012 Director's Meeting].  The first annual meeting shall be not more than thirteen (13) months after the organization of the Foundation and, in the case of all other Annual Meetings, not more than thirteen (13) months after the date of the last annual meeting, except the 2015 Annual Meeting which is to take place by the end of September 2015. \\
 **Section 4.2: Regular Meetings.** Regular meetings of the Board shall be held without call or notice on such dates and at such times as may be fixed by the Board. \\ **Section 4.2: Regular Meetings.** Regular meetings of the Board shall be held without call or notice on such dates and at such times as may be fixed by the Board. \\
 **Section 4.3: Special Meetings.** Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman, the President, the Secretary, or any two (2) Directors. Notice of the time and place of special meetings of the Board shall be given or delivered personally to each Director at least forty-eight (48) hours before the meeting, in written form, electronically or verbally. \\ **Section 4.3: Special Meetings.** Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman, the President, the Secretary, or any two (2) Directors. Notice of the time and place of special meetings of the Board shall be given or delivered personally to each Director at least forty-eight (48) hours before the meeting, in written form, electronically or verbally. \\
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 **Section 4.5: Notice of Meetings.** Each Director shall receive personal notice of the date, time, and place of all Board meetings and each Member shall receive personal notice of the annual meetings of the Members. Such personal notice shall be delivered in writing or orally, or by telephone, including a voice or other messaging system, by facsimile or electronic mail, or other electronic means, at least ten (10) days before and not more than sixty (60) days before the meeting, or sent in writing by first-class mail, charges prepaid, at least fifteen (15) days before and not more than sixty (60) days before the meeting. The Secretary of the Foundation or the person or persons who called the meeting shall give notice of the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting need not be given to any Director or Member who signs a waiver of notice of such meeting, or a consent to holding the meeting, or an approval of its minutes, either before or after the meeting, or who attends the meeting without protesting prior thereto. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. \\ **Section 4.5: Notice of Meetings.** Each Director shall receive personal notice of the date, time, and place of all Board meetings and each Member shall receive personal notice of the annual meetings of the Members. Such personal notice shall be delivered in writing or orally, or by telephone, including a voice or other messaging system, by facsimile or electronic mail, or other electronic means, at least ten (10) days before and not more than sixty (60) days before the meeting, or sent in writing by first-class mail, charges prepaid, at least fifteen (15) days before and not more than sixty (60) days before the meeting. The Secretary of the Foundation or the person or persons who called the meeting shall give notice of the meeting. Such notice need not specify the purpose of the meeting. Notice of any meeting need not be given to any Director or Member who signs a waiver of notice of such meeting, or a consent to holding the meeting, or an approval of its minutes, either before or after the meeting, or who attends the meeting without protesting prior thereto. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. \\
 **Section 4.6: Place of Meetings.** Annual, regular and special meetings of the Members and the Board may be held within or outside the State of California and within or outside the United States. \\ **Section 4.6: Place of Meetings.** Annual, regular and special meetings of the Members and the Board may be held within or outside the State of California and within or outside the United States. \\
-**Section 4.7 Action by Written Consent Without a Meeting.** Any action required or permitted to be taken by the Board or any Committee or the Members may be taken without a meeting if all Directors or committee members or members individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors or Members. \\+**Section 4.7 Action by Written Consent Without a Meeting.** Any action required or permitted to be taken by the Board or any Committee or the Members may be taken without a meeting if a majority of all Directors or committee members or members individually or collectively consent in writing or online decision making tool to such action.  Such consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by consent shall have the same force and effect as a unanimous vote of such Directors or Members. \\
 **Section 4.8: Quorum and Transaction of Business.** For meetings of the Board, a majority of the number of directors fixed in accordance with these bylaws shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided by law or, the Articles of Incorporation or these bylaws specifically requires a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding withdrawal of directors, if any action taken is approved by at least a majority of the number of directors constituting a quorum for such meeting. In the absence of a quorum at any meeting of the Board, a majority of the directors present may adjourn the meeting, as provided in section 4.9 of these bylaws. \\ **Section 4.8: Quorum and Transaction of Business.** For meetings of the Board, a majority of the number of directors fixed in accordance with these bylaws shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided by law or, the Articles of Incorporation or these bylaws specifically requires a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding withdrawal of directors, if any action taken is approved by at least a majority of the number of directors constituting a quorum for such meeting. In the absence of a quorum at any meeting of the Board, a majority of the directors present may adjourn the meeting, as provided in section 4.9 of these bylaws. \\
 Except as otherwise required by law, by the Articles of Incorporation or by these bylaws, one-third (1/3) of the Members, represented in person or represented by proxy, shall constitute a quorum at a meeting of Members. If a quorum is present, the affirmative vote of a majority of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by law or by the Articles of Incorporation or by these bylaws.  Except as otherwise required by law, by the Articles of Incorporation or by these bylaws, one-third (1/3) of the Members, represented in person or represented by proxy, shall constitute a quorum at a meeting of Members. If a quorum is present, the affirmative vote of a majority of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by law or by the Articles of Incorporation or by these bylaws. 
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 **Section 4.12: Proxies.** Every Member entitled to vote at a meeting of Members or to express consent or dissent to Foundation action in writing without a meeting, or a Member's duly authorized attorney-in-fact, may authorize another person or persons to act for him/her by proxy. Every proxy must be signed by the Member or his or her attorney-in-fact. No proxy shall be valid after three (3) years from its date, unless otherwise provided in the proxy. All proxies shall be revocable. \\ **Section 4.12: Proxies.** Every Member entitled to vote at a meeting of Members or to express consent or dissent to Foundation action in writing without a meeting, or a Member's duly authorized attorney-in-fact, may authorize another person or persons to act for him/her by proxy. Every proxy must be signed by the Member or his or her attorney-in-fact. No proxy shall be valid after three (3) years from its date, unless otherwise provided in the proxy. All proxies shall be revocable. \\
 **Section 4.13: Record of Members Having Voting Rights.** The officer or agent having charge of the membership records of the Foundation shall prepare and make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, arranged in alphabetical order, and showing the name, address, telephone number, facsimile number and electronic mail address of each Member. For a period of ten (10) days prior to such meeting, the list shall be open to the examination of any Member, for any purpose germane to the meeting. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any Member at any time during the meeting. \\ **Section 4.13: Record of Members Having Voting Rights.** The officer or agent having charge of the membership records of the Foundation shall prepare and make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, arranged in alphabetical order, and showing the name, address, telephone number, facsimile number and electronic mail address of each Member. For a period of ten (10) days prior to such meeting, the list shall be open to the examination of any Member, for any purpose germane to the meeting. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any Member at any time during the meeting. \\
 +[Section 4.7 amended at the 2016 Annual General Meeting on October 27, 2016 (Board Resolution #102); Section 4.1 amended by a Special Meeting of the Board on 29 July 2015 (Board Resolution #94)] \\
  
 ==== Article V: Officers ==== ==== Article V: Officers ====

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