Proposed Bylaws for
Rescue Muni – February 2007
BYLAWS
of
Rescue Muni, Inc.
A California Nonprofit Public Benefit Corporation
ARTICLE I
Name and Principal
Office
SECTION
1.NAME. The name of this corporation is Rescue Muni, Inc.
SECTION
2. PRINCIPAL OFFICE. The principal office for the transaction of the activities
and affairs of this corporation is located at 995 Market Street, Suite 1550, in
San Francisco, California. The Board of Directors may change the location of
the principal office. Any such change of location must be noted by the
secretary on these bylaws opposite this Section; alternatively, this Section
may be amended to state the new location.
SECTION
3. OTHER OFFICES. The Board of Directors may at any time establish branch or
subordinate offices at any place or places where this corporation is qualified
to conduct its activities.
ARTICLE II
General and
Specific Purpose
SECTION
1. GENERAL AND SPECIFIC PURPOSE. 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
purposes. The general purpose is to promote an efficient, safe, and reliable
public transit system in San Francisco. The specific purpose of this
corporation is to engage in educational and lobbying activities related to mass
transit in San Francisco and the surrounding region, and to carry on other
educational activities associated with this goal as allowed by law.
SECTION
2. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the California
Nonprofit Corporation Law shall govern the construction of these bylaws.
Without limiting the generality of the preceding sentence, the masculine gender
includes the feminine and neuter, the singular includes the plural, the plural
includes the singular, and the term ³person² includes both a legal entity and a
natural person.
ARTICLE IV
Dedication of
Assets & Donations
SECTION
1. EARNINGS & ASSETS. The net earnings of the corporation are devoted
exclusively to charitable, educational, or recreational purposes. No part of
the net earnings, properties, or assets of the corporation, on dissolution or
otherwise, shall inure to the benefit of any private person or individual, or
to any director or officer of the corporation. On liquidation or dissolution,
all properties and assets remaining after payment of all known debts and
liabilities shall be distributed equally among the Members.
SECTION 2. DONATIONS. Donations from supporting
businesses or organizations are acceptable, but such donations shall not
entitle the donor to voting rights. Donations from businesses or organizations
having a direct financial interest with Muni, the Municipal Transportation
Agency, the San Francisco County Transportation Authority, or other Bay Area
transit agencies shall not be accepted.
ARTICLE V
Rights of
Membership
Membership
is open to any natural person who has paid
the regular or reduced dues. All members
shall have the right to vote, as set forth in these bylaws, on the election of
directors, on the endorsement of candidates or ballot initiatives, on
ratification of Rescue Muni policy, on the disposition of all or substantially
all of the corporationıs assets, on any merger and its principal terms and any
amendment of those terms, and on any election to dissolve the corporation. In
addition, those members shall have all rights afforded members under the
California Nonprofit Public Benefit Corporation Law. Membership data shall not
be released for external use without a Memberıs prior written
authorization.
ARTICLE VI
Other Persons
Associated with Corporation
This
corporation may refer to persons of nonvoting classes or other persons it as
³members,² even though those persons are not voting members as set forth in Article
V of these bylaws, but no such reference shall constitute anyone as a member
within the meaning of Corporations Code section 5056 unless that person shall
have qualified for a voting membership. References in these bylaws to ³members²
shall mean members as defined in Corporations Code section 5056. By amendment
of its articles of incorporation or of these bylaws, the corporation may grant
some or all of the rights of a member of any class to any person that does not
have the right to vote on the matters specified in Article of these bylaws, but
no such person or entity shall be a member within the meaning of Corporations
Code section 5056.
ARTICLE VII
Membership Dues,
Fees and Assessments
SECTION
1. DUES, FEES AND ASSESSMENTS. Each member must pay, within the time and on the
conditions set by the Board of Directors, the dues, fees, and assessments in
amounts to be fixed from time to time by the Board of Directors. The Board of
Directors may set different dues, fees, and assessments for certain groups of
members (e.g. basic, limited income, contributing, etc.).
SECTION
2. GOOD STANDING. Members who have paid the required dues, fees, and
assessments in accordance with these bylaws and who are not suspended shall be
members in good standing.
ARTICLE VIII
Termination and
Suspension of Membership
SECTION
1. TERMINATION. A membership shall terminate on occurrence of any of the
following events:
(a)
Resignation of the member;
(b)
Expiration of the period of membership, unless the membership is renewed on the
renewal terms fixed by the Board of Directors;
(c) The
memberıs failure to pay dues, fees, or assessments as set by the Board of
Directors within three (3) months after they are due and payable;
(d) Any
event that renders the member ineligible for membership, or failure to satisfy
membership qualifications; or
(e)
Termination of membership based on the good faith determination by the Board of
Directors, or a committee or person authorized by the Board of Directors to
make such a determination, that the member has failed in a material and serious
degree to observe the rules of conduct of the corporation, or has engaged in
conduct materially and seriously prejudicial to the corporationıs purposes and
interests.
SECTION
2. SUSPENSION. A member may be suspended, under this Section of these bylaws,
based on the good faith determination by the Board of Directors, or a committee
or person authorized by the Board of Directors to make such a determination,
that the member has failed in a material and serious degree to observe the
corporationıs rules of conduct, or has engaged in conduct materially and
seriously prejudicial to the corporationıs purposes and interests. A person
whose membership is suspended shall not be considered a member for any purpose during
the period of suspension.
SECTION
3. PROCEDURE FOR REMOVAL. If grounds appear to exist for suspending or
terminating a member under Section 1 or 2 of this Article VIII, the following
procedure shall be followed:
(a) The
Board of Directors shall give the member at least 15 daysı prior notice of the
proposed suspension or termination and the reasons for the proposed suspension
or termination. Notice shall be given by any method reasonably calculated to
provide actual notice. Notice given by mail shall be sent by first-class to the
memberıs last address as shown on the corporationıs records. Notice given by
e-mail shall be considered valid if sent to the memberıs last known e-mail
address on record, as provided by the member.
(b) The
member shall be given an opportunity to be heard, either orally or in writing,
at least five days before the effective date of the proposed suspension or
termination. The hearing shall be held, or the written statement considered, by
the Board of Directors or by a committee or person authorized by the Board of
Directors to determine whether the suspension or termination should occur.
(c) The
Board of Directors, the committee, or person shall decide whether the member
should be suspended, expelled, or sanctioned in any way. The decision of the
Board of Directors, the committee, or person shall be final.
(d) Any
action challenging an expulsion, suspension, or termination of membership,
including a claim alleging defective notice, must be commenced within one year
after the date of the expulsion, suspension, or termination.
SECTION
4. TRANSFER OF MEMBERSHIPS. A membership or any right arising from membership may
be transferred to a prospective member meeting the qualifications set forth in
Article V of these bylaws; provided, however, that no member may transfer a
membership or any right arising from it for value. Under Article V of these
bylaws, all rights of membership cease on the memberıs death, suspension,
termination, or dissolution.
ARTICLE IX
Policy and Endorsements
SECTION
1. POLICY POSITIONS. The Board of
Directors may approve policy positions on any matter related to the purpose of
the organization. Policy positions
require a two-thirds vote of the Board of Directors. All policy positions must be reported to the members before
the next General Membership Meeting, and any policy position taken by the Board
of Directors may be revoked by a majority vote of the members present at the
next General Membership Meeting.
SECTION
2. ENDORSEMENTS. Endorsements of candidates for public office or positions on
ballot initiatives require approval at a General Membership Meeting by a vote
of no less than two-thirds of the Members voting in accordance with Article X,
and also by a vote of two-thirds of the Board of Directors. This may occur in
either order.
SECTION
3. ACTION WITHOUT A MEETING. The Board of Directors may take action on a matter
without a meeting if three-quarters of its members approve. Such actions should be undertaken only
when time does not permit a board meeting, and when the President determines
that immediate action is critical to the Purposes of the organization. Such actions shall be reconsidered at
the next board meeting, and shall not be forwarded to the members for approval
until such reconsideration has taken place.
ARTICLE X
General Membership Meetings
SECTION
1. QUARTERLY MEETINGS. General Membership Meetings shall take place on a
quarterly basis and shall be held on the on a date and at a time designated by
the Board of Directors. Prior to the date set forth for the meetings the Committees
shall provide a written report of all their actions taken since the last
quarterly General Membership Meeting.
The Board of Directors may, by two-thirds vote, elect to cancel any
quarterly meeting if circumstances warrant. One of such quarterly meetings per year
shall be designated as the annual
meeting, at which directors shall be elected.
SECTION
2. PLACE OF MEETINGS. Meetings of the members shall be held at a place
designated by the Board of Directors or by the written consent of all members
entitled to vote at the meeting, given before or after the meeting. In the
absence of any such designation, membersı meetings shall be held at the
corporationıs principal office. The Board of Directors may authorize members
who are not present in person to participate by electronic transmission or
electronic video communication.
SECTION
3. ELECTRONIC MEETINGS. If authorized by the Board of Directors in its sole
discretion, and subject to the requirements of consent in Corporations Code
section 20(b) and guidelines and procedures the Board of Directors may adopt,
members not physically present in person (or, if proxies are allowed, by proxy)
at a meeting of members may, by electronic transmission by and to the
corporation or by electronic video screen communication, participate in a
meeting of members, be deemed present in person (or, if proxies are allowed, by
proxy), and vote at a meeting of members whether that meeting is to be held at
a designated place or in whole or in part by means of electronic transmission
by and to the corporation or by electronic video screen communication, subject
to the requirements of these bylaws.
SECTION
4. REQUIREMENTS FOR ELECTRONIC MEETINGS. A meeting of the members may be
conducted, in whole or in part, by electronic transmission by and to the
corporation or by electronic video screen communication (1) if the corporation
implements reasonable measures to provide members in person (or, if proxies are
allowed, by proxy) a reasonable opportunity to participate in the meeting and
to vote on matters submitted to the members, including an opportunity to read
or hear the proceedings of the meeting substantially concurrently with those
proceedings, and (2) if any member votes or takes other action at the meeting
by means of electronic transmission to the corporation or electronic video
screen communication, a record of that vote or action is maintained by the
corporation. Any request by a corporation to a member pursuant to Corporations
Code section 20(b) for consent to conduct a meeting of members by electronic
transmission by and to the corporation shall include a notice that absent
consent of the member pursuant to Corporations Code section 20(b), the meeting
shall be held at a physical location in accordance with the procedures set
forth in this Article IX.
SECTION
5. SPECIAL MEETINGS. The Board of Directors or twenty percent (20%) or more of
the members, may call a special meeting of the members for any lawful purpose
at any time.
SECTION
6. CALLING SPECIAL MEETINGS. A special meeting called by any person entitled to
call a meeting (other than the Board of Directors) shall be called by written
request, specifying the general nature of the business proposed to be
transacted, and submitted to the president or any vice president or the
secretary of the corporation. The officer receiving the request shall cause
notice to be given promptly to the members entitled to vote, stating that a
meeting will be held at a specified time and date fixed by the Board of
Directors, provided, however, that the meeting date shall be at least fifteen
(15) but no more than forty-five (45) days after receipt of the request. If the
notice is not given within twenty (20) days after the request is received, the
person or persons requesting the meeting may give the notice. Nothing in this
Section shall be construed as limiting, fixing, or affecting the time at which
a meeting of members may be held when the meeting is called by the Board of
Directors.
SECTION
7. PROPER BUSINESS OF SPECIAL MEETINGS. No business, other than the business
that was set forth in the notice of the meeting, may be transacted at a special
meeting.
SECTION
8. GENERAL NOTICE REQUIREMENTS. Whenever members are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given, under
Article X, Sections 8, 9 & 10 of these bylaws, to each member entitled to
vote at that meeting. The notice shall specify the place, date, and hour of the
meeting, and the means of electronic transmission by and to the corporation or
electronic video screen communication, if any, by which members may participate
in the meeting. For the annual meeting, the notice shall state the matters that
the Board of Directors, at the time notice is given, intends to present for
action by the members. For a special meeting, the notice shall state the
general nature of the business to be transacted and shall state that no other
business may be transacted. The notice of any meeting at which the Board of
Directors members are to be elected shall include the names of all persons who
are nominees when notice is given.
SECTION
9. NOTICE OF CERTAIN AGENDA ITEMS. Approval by the members of any of the
following proposals, other than by unanimous approval by those entitled to
vote, is valid only if the notice or written waiver of notice states the
general nature of the proposal or proposals:
(a)
Removing a director without cause;
(b)
Filling vacancies on the Board of Directors;
(c)
Amending the articles of incorporation; or
(d)
Electing to wind up and dissolve the corporation.
SECTION
10. MANNER OF GIVING NOTICE. Notice of any meeting of members shall be in
writing and shall be given at least ten (10) but no more than ninety (90) days
before the meeting date. The notice shall be given either personally or by
first-class, registered, or certified mail, or by other means of written or
electronic communication, charges prepaid, and shall be addressed to each
member entitled to vote, at the address of that member as it appears on the
books of the corporation or at the address given by the member to the
corporation for purposes of notice. If no address appears on the corporationıs
books and no address has been so given, notice shall be deemed to have been
given if either (i) notice is sent to that member by first-class mail or
facsimile or other written communication to the corporationıs principal office
or (ii) notice is published at least once in a newspaper of general circulation
in the county in which the principal office is located.
(a)
Notice given by electronic transmission by the corporation shall be valid only
if
(1) Delivered by (i) facsimile telecommunication or
electronic mail when directed to the facsimile number or electronic mail
address, respectively, for that recipient on record with the corporation; (ii)
posting on an electronic message board or network that the corporation has designated
for those communications, together with a separate notice to the recipient of
the posting, which transmission shall be validly delivered on the later of the
posting or delivery of the separate notice of it; or (iii) other means of
electronic communication;
(2) To a recipient who has provided an unrevoked
consent to the use of those means of transmission for communications; and
(3) That creates a record that is capable of
retention, retrieval, and review, and that may thereafter be rendered into
clearly legible tangible form.
(b)
Notwithstanding the foregoing,
(1) An electronic transmission by this corporation to
a member is not authorized unless, in addition to satisfying the requirements
of this section, the transmission satisfies the requirements applicable to
consumer consent to electronic record as set forth in the Electronic Signatures
in Global and National Commerce Act (15 United States Code section 7001(c)(1)).
(2) Notice shall not be given by electronic
transmission by the corporation after either of the following: (i) the
corporation is unable to deliver two consecutive notices to the member by that
means or (ii) the inability so to deliver the notices to the member becomes
known to the secretary, any assistant secretary, or any other person
responsible for the giving of the notice.
SECTION
11. AFFIDAVIT OF MAILING NOTICE. An affidavit of the mailing of any notice of
any membersı meeting, or of the giving of such notice by other means, may be
executed by the secretary, assistant secretary, or any transfer agent of the
corporation, and if so executed, shall be filed and maintained in the
corporationıs minute book.
SECTION 12. QUORUM. Members representing at least one percent (1%) of the voting
power of all members shall constitute a quorum for the transaction of business
at any meeting of members. If,
however, the attendance at any general or annual meeting, whether in person or
by proxy, is less than one third of the voting power, the members may vote only
on matters as to which notice of their general nature was given under Article
X, Section 9 of these bylaws. Except
as otherwise required by law, the articles, or these bylaws, the members
present at a duly called or held meeting at which a quorum is present may
continue to transact business until adjournment, even if enough members have
withdrawn to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the members required to
constitute a quorum.
SECTION 13. ELIGIBILITY TO VOTE. Subject to the
California Nonprofit Public Benefit Corporation Law, members in good standing
on the record date as determined under Article VII, Section 2 of these bylaws
shall be entitled to vote at any meeting of members.
SECTION 14. MANNER OF VOTING. Voting may be by voice
or by ballot for policy measures, except that the members may by voice vote
demand a written ballot for any policy measure. For endorsements of candidates and ballot initiatives and
election of the Board of Directors, written ballots are required. The Board of Directors may adopt rules
for endorsement votes as needed.
SECTION 15. NUMBER OF VOTES. Each member entitled
to vote may cast one vote on each matter submitted to a vote of the members.
SECTION
16. MAJORITY REQUIREMENTS. For
policy positions of the organization, if a quorum is present, the affirmative
vote of a majority of the voting power represented at the meeting shall be
deemed the act of the members. For
endorsements of candidates or ballot measures, the vote of two-thirds of the
voting power represented at the meeting shall be required.
SECTION
17. ACTION BY WRITTEN BALLOT. Any action members may take at any meeting of
members may also be taken without a meeting by complying with Section 18
immediately following this paragraph.
SECTION
18. SOLICITATION OF WRITTEN BALLOTS.
By a unanimous vote, the Board of Directors may authorize a vote of the
membership via mail or e-mail. In
such an event, this corporation shall distribute one written ballot to each
member entitled to vote on the matter.
The ballot and any related material may be sent by electronic
transmission by the corporation, and responses may be returned to the
corporation by electronic transmission that meets the requirements of Article
IX, Section 10 of these bylaws. All solicitations of votes by written ballot
shall (a) state the number of responses needed to meet the quorum requirement;
(b) state, with respect to ballots other than for election of directors, the
percentage of approvals necessary to pass the measure or measures; and (c)
specify the time by which the ballot must be received in order to be counted.
Each ballot so distributed shall (a) set forth the proposed action; (b) give
the members an opportunity to specify approval or disapproval of each proposal;
and (c) provide a reasonable time in which to return the ballot to the
corporation. The Board of Directors may not authorize the issuance of ballots
via mail or e-mail for endorsements of political candidates or ballot measures. If the corporation has 100 or more
members, any written ballot distributed to ten or more members shall provide
that, subject to reasonable specified conditions, if the person solicited
specifies a choice in any such matter, the vote shall be cast according to that
specification.
The
Board of Directors may not authorize the issuance of ballots via mail or e-mail
for endorsements of political candidates or ballot measures.
SECTION
19. WITHHOLDING OF VOTES. In any vote cast by written ballot, including the
election of the Board of Directors, members a member may cast a ³no
endorsement² vote, which shall be counted in the total number of votes for the
purposes of calculating the percentage endorsed.
SECTION
20. NUMBER OF VOTES AND APPROVALS REQUIRED. Approval by written ballot shall be
valid only when (i) the number of votes cast by ballot (including ballots that
are marked ³no endorsement² or otherwise indicate that authority to vote is
withheld) within the time specified equals or exceeds the quorum required to be
present at a meeting authorizing the action, and (ii) the number of approvals
equals or exceeds the number of votes that would be required for approval at a
meeting at which the total number of votes cast was the same as the number of
votes cast by written ballot without a meeting.
SECTION
21. REVOKING BALLOTS. A written ballot may not be revoked.
SECTION
22. RECORD DATE FOR NOTICE, VOTING, WRITTEN BALLOTS, AND OTHER BOARD OF
DIRECTORSı ACTIONS. For purposes of establishing the members entitled to
receive notice of any meeting, entitled to vote at any meeting, entitled to
vote by written ballot, or entitled to exercise any rights in any lawful
action, the Board of Directors may, in advance, fix a record date. The record
date so fixed for
(a) sending notice of a meeting shall be no more than
ninety (90) nor less than ten (10) days before the date of the meeting;
(b) voting at a meeting shall be no more than sixty (60)
days before the date of the meeting;
(c) voting by written ballot shall be no more than sixty
(60) days before the day on which the first written ballot is mailed or
solicited; and
(d) taking any other action shall be no more than sixty
(60) days before that action.
SECTION
25. RECORD DATE NOT SET BY BOARD OF DIRECTORS. If not otherwise fixed by Board
of Directors, the record date for determining members entitled to receive
notice of a meeting of members shall be the next business day preceding the day
on which notice is given or, if notice is waived, the next business day
preceding the day on which the meeting is held. If not otherwise fixed by Board
of Directors, the record date for determining members entitled to vote at the
meeting shall be the day on which the meeting is held.
If not
otherwise fixed by the Board of Directors, the record date for determining
members entitled to vote by written ballot shall be the day on which the first
written ballot is mailed or solicited.
If not
otherwise fixed by the Board of Directors, the record date for determining
members entitled to exercise any rights with respect to any other lawful action
shall be the date on which the Board of Directors adopts the resolution
relating to that action, or the 60th day before the date of that action,
whichever is later.
For
purposes of this Article X, a person holding a membership at the close of
business on the record date shall be a member of record.
SECTION
27. NO PROXY VOTING. Members may not vote by proxy.
ARTICLE XI
The Board of
Directors
SECTION
1. GENERAL POWERS. Subject to the provisions and limitations of the California
Nonprofit Public Benefit Corporation Law and any other applicable laws, and
subject to any limitations of the articles of incorporation or bylaws regarding
actions that require approval of the members, the corporationıs activities and
affairs shall be managed, and all corporate powers shall be exercised, by or
under the direction of the Board of Directors.
SECTION
2. SPECIFIC POWERS. Without prejudice to the general powers set forth in
Article II, Section 1 of these bylaws, but subject to the same limitations, the
Board of Directors shall have the power to do the following:
a) Appoint and remove, at the pleasure of the Board of
Directors, agents, and employees; prescribe powers and duties for them as are
consistent with the law, the articles of incorporation, and these bylaws; fix
their compensation; and require from them security for faithful service.
b) Adopt policy for the organization and make
recommendations to the members for endorsements of political candidates and
ballot measures, subject to the limitations listed above in Article IX
(³Policy²).
c) Provide endorsements for corporate officers; prescribe
powers and duties for them as are consistent with the law, the articles of
incorporation, and these bylaws; fix their compensation; and require from them
security for faithful service.
d) Change the principal office or the principal
business office in California from one location to another; cause the
corporation to be qualified to conduct its activities in any other state,
territory, dependency, or country; conduct its activities in or outside
California; and designate a place in or outside California for holding any
meeting of members.
e) Borrow money and incur indebtedness on the
corporationıs behalf and cause to be executed and delivered for the
corporationıs purposes, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, and other
evidences of debt and securities.
SECTION 3. NUMBER AND TERM OF THE BOARD OF DIRECTORS
MEMBERS. The Board of Directors Board of Directors shall consist of:
a) Nine (9) members elected annually for staggered
two-year terms from the general membership, five in odd-numbered years and four
in even-numbered years; and
b) One representative from each Standing Committee, as elected by the members of each Standing Committee, if said Standing Committee votes to send a representative. Each Director shall hold office for one (1) year or until a successor Director has been designated and qualified.
Terms
of office for elected Directors shall begin at noon on the first day of
July. Election shall be held at a
General Membership Meeting before the expiration of terms of office of elected
Directors, no later than one week before and no sooner than three months before
the expiration of terms.
SECTION
4. RESTRICTION ON INTERESTED PERSONS AS BOARD OF DIRECTORS. No more than forty-nine
percent (49%) of the persons serving on the Board of Directors may be
³interested persons.² An interested person is (a) any person compensated by the
corporation for services rendered to it within the previous twelve (12) 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 (b) 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 this paragraph shall
not affect the validity or enforceability of transactions entered into by the
corporation.
SECTION
5. NOMINATIONS BY COMMITTEE. The president shall appoint a committee to
nominate qualified candidates for election to the Board of Directors at least
sixty (60) days before the date of any election of the Board of Directors. The
nominating committee shall make its report at least thirty (30) days before the
date of the election, or at such other time as the Board of Directors may set,
and the secretary shall forward to each member, with the notice of meeting
required by these bylaws, a list of all candidates nominated by committee.
Standing Committees may also nominate candidates for the Board of Directors no
less than thirty (30) days before the date of the election.
SECTION
7. FLOOR NOMINATIONS. If a meeting is held for the election of Board of
Directors, any member present at the meeting may place names in nomination.
SECTION
8. DISTRIBUTION OF NOMINEE INFORMATION TO MEMBERS. For each Board of Directors
election, the Board of Directors shall distribute information on all qualified
nominees to the members on an equal basis via the Rescue Muni newsletter and
website.
SECTION
9. USE OF CORPORATE FUNDS TO SUPPORT NOMINEE. If more people have been
nominated for The Board of Directors than can be elected, no corporate funds
may be expended to support a nominee without the Board of Directorsı
authorization.
SECTION
10. EVENTS CAUSING VACANCIES ON THE BOARD OF DIRECTORS. A vacancy or vacancies
on the Board of Directors shall occur in the event of (a) the death, resignation,
or removal, by absence or cause, of any Director, (b) an increase of the
authorized number of Directors; or (c) the failure of the members, at any
meeting of members at which any Board of Director(s) is/are to be elected, to
elect the number of Board of Directors required to be elected at such meeting.
SECTION
10. RESIGNATION OF DIRECTORS. Except as provided below, any Director may resign
by giving written notice to the president or the secretary of the Board of
Directors. The resignation shall be effective when the notice is given unless
it specifies a later time for the resignation to become effective. If a Directorıs
resignation is effective at a later time, the Board of Directors may elect a
successor to take office as of the date when the resignation becomes effective.
Except on notice to the California Attorney General, no Director may resign if
the corporation would be left without any duly elected Directors.
SECTION 11. REMOVAL OF A DIRECTOR. Directors may be removed for absence or
for cause.
a) Removal for Absence. Any Director may be removed,
with or without cause, by the vote of the majority of the Board of Directors at
a special meeting called for that purpose, or at a regular meeting, provided
that notice of that meeting and of the removal questions are given as provided
in Article X, Section 10. Any
Director who does not attend three (3) successive Board of Director
meetings shall be subject to removal by the Board of Directors by a majority
vote unless (a) the Director requests a leave of absence for a limited period
of time, and the leave is approved by the Board of Directors at a regular or
special meeting (if such leave is granted, the number of Directors will be
reduced by one in determining whether a quorum is or is not present), (b) the
Director suffers from an illness or disability that prevents him or her from
attending meetings and The Board of Directors by resolution waives the
automatic removal procedure of this subsection. If the board member subject to removal for absence is absent
from the meeting at which such a vote is taken, the required quorum for that
vote shall be reduced by one from the normal required quorum.
b) Removal for Cause. The Board of Directors may vote to remove a Director for
cause by a three-fourths (75%) vote of members other than himself or
herself. This vote will not be
final until ratified by the members at the next General Membership Meeting, but
until that meeting the Director in question will be suspended from voting in Board
of Directors business.
SECTION
12. VACANCIES FILLED BY THE BOARD OF DIRECTORS. Except for a vacancy created by
the removal of a Director by the members, vacancies on the Board of Directors
may be filled by approval of the Board of Directors or, if the number of Directors
then in office is less than a quorum, by (1) the unanimous written consent of
the Directors then in office, (2) the affirmative vote of a majority of the Directors
then in office at a meeting held according to notice or waivers of notice
complying with Corporations Code sections 5211, 7211, or 9211, or (3) a sole
remaining Board member.
SECTION
13. NO VACANCY ON REDUCTION OF NUMBER OF DIRECTORS. Any reduction of the
authorized number of The Board of Directors members shall not result in any Directors
being removed before his or her term of office expires.
SECTION
14. PLACE OF BOARD OF DIRECTOR MEETINGS. Meetings of the Board of Directors
shall be held at any place within or outside California that has been
designated by resolution of The Board of Directors or in the notice of the
meeting or, if not so designated, at the principal office of the corporation.
SECTION
15. ELECTRONIC MEETINGS. Any Board of Directorsı meeting may be held by
conference telephone, video screen communication, or other communications
equipment. Participation in a meeting under this Section shall constitute
presence in person at the meeting if both the following apply:
a) Each Director participating in the meeting can
communicate concurrently with all other Directors.
b) Each Director is provided the means of
participating in all matters before the Board of Directors, including the
capacity to propose, or to interpose an objection to, a specific action to be
taken by the corporation.
SECTION
16. MONTHLY BOARD MEETINGS. The Board of Directors shall hold a meeting for
purposes of organization and transaction of other business on a monthly
basis. Notice of this meeting is
required on the Rescue Muni website only.
The Board may cancel or postpone meetings as needed, provided that
notice is posted on the website.
SECTION
17. SPECIAL MEETINGS. Special meetings of the Board of Directors for any
purpose may be called at any time by the president or any vice president, the
secretary, or any two Directors.
SECTION
18. NOTICE OF SPECIAL MEETINGS.
Notice of the time and place of special meetings shall be given to each Director
by (a) personal delivery of written notice; (b) first-class
mail, postage prepaid; (c) telephone, including a voice messaging system or
other system or technology designed to record and communicate messages, or by
electronic transmission, either directly to the Director
or to a person at the Directorıs office who would reasonably
be expected to communicate that notice promptly to the Director; (d) facsimile;
(e) electronic mail; or (f) other electronic means. All such notices shall be
given or sent to the Directorıs address or telephone number as shown on the
corporationıs records.
Notices
sent by first-class mail shall be deposited in the United States mails at least
seven (7) days before the time set for the meeting. Notices given by personal
delivery, telephone, or electronic transmission shall be delivered, telephoned,
or sent, respectively, at least forty-eight (48) hours before the time set for
the meeting.
The
notice shall state the time of the meeting and the place, if the place is other
than the corporationıs principal office. The notice need not specify the
purpose of the meeting.
SECTION
19. QUORUM. A majority of the authorized number of Directors shall constitute a
quorum for the transaction of all business except: (a) for votes of the Board
of Directors requiring a two-thirds or three-quarters vote, two-thirds of the
authorized number of Directors shall constitute a quorum; and (b) for
adjournment, a majority of Directors present shall constitute a quorum.
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 an act of the Board of
Directors, subject to the more stringent provisions of the California Nonprofit
Public Benefit Corporation Law, including, without limitation, those provisions
relating to (a) approval of contracts or transactions in which a Director has a
direct or indirect material financial interest, (b) approval of certain
transactions between corporations having common directorships, (c) creation of
and appointments to committees of the Board of Directors, and (d)
indemnification of directors.
SECTION
20. 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 meetings. Notice of a meeting need
not be given to any Director who attends the meeting and who, before or at the
beginning of the meeting, does not protest the lack of notice to him or her.
SECTION
21. ADJOURNMENT. A majority of the Directors present, whether or not a quorum
is present, may adjourn any meeting, or continue it to another time and place.
SECTION
22. NOTICE OF CONTINUED MEETING. Notice of the time and place of holding a
continued meeting need not be given unless the original meeting is adjourned
for more than twenty-four (24) hours. If the original meeting is adjourned for
more than twenty-four (24) 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
23. ACTION WITHOUT A MEETING. Any action that the Board of Directors is
required or permitted to take may be taken without a meeting if all Directors
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 ³interested director² as defined in Corporations Code
section 5233 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 of Directors. All such consents shall be
filed with the minutes of the proceedings of the Board of Directors.
SECTION
24. COMPENSATION AND REIMBURSEMENT. Directors may receive such compensation, if
any, for their services as Directors or officers, and such reimbursement of
expenses, as the Board of Directors may establish by resolution to be just and
reasonable as to the corporation at the time that the resolution is adopted.
SECTION
25. INITIAL COMPOSITION OF BOARD OF DIRECTORS. The initial composition of the Board of Directors shall
consist of all members of the Executive and or Board of Directors of the
pre-incorporation RESCUE MUNI as those committees existed September 1, 2006.
The terms of those board members shall expire in even and or odd years pursuant
to the established policy of the pre-incorporated RESCUE MUNI.
ARTICLE XII
Committees
SECTION
1. STANDING COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the Directors then in office, may create one or more standing
committees. Standing Committees
must include one or more Directors as well as other Members, and Standing
Committee status is at the pleasure of the Board of Directors. The Board of
Directors may designate an existing Ad Hoc Committee (see next section) as a
Standing Committee, or create a new Standing Committee.
Standing
Committees may submit to the Board of Directors the name of one of their
members for consideration in appointment to the Board of Directors. The Board
of Directors, by a majority vote, may appoint this member of the Standing
Committee to the Board of Directors.
Standing Committees may recommend Rescue Muni policies
to the Board of Directors and may report on their activities to the Members at
General Membership Meetings, through the newsletter, or on the website.
Minutes
of each Standing Committee meeting shall be kept and shall be filed with the
corporate records. All actions of
the committees shall be reported to and ratified by the full Board of Directors
and the general membership at next duly scheduled meeting.
SECTION 2. AD HOC COMMITTEES
Ad Hoc Committees may be formally or informally
created by the Membership. An Ad Hoc Committee is any group of three or more
Members who have regularly met together, at least four times during the past
year, to discuss any Muni or Rescue Muni subject or issue, and have advised the
Board of Directors in writing that that they have formed a committee. Their Status as an Ad Hoc Committee
shall be conferred after the first regular Board of Directors meeting following
receipt of their written notice of Ad Hoc Committee formation, unless the Board
Directors votes to veto the creation of the Ad Hoc Committee, in which case
status as an Ad Hoc Committee will be considered denied.
An Ad Hoc Committee may request full Standing
Committee status after two meetings.
The Board of Directors will then vote to approve the request for full
Standing Committee status by a majority vote.
Ad Hoc Committees may recommend Rescue Muni policies to the Board of Directors
or the membership via the website, newsletter, or General Membership Meetings.
Ad hoc committee actions, including policy recommendations, shall require a vote of a majority of
Members present, and no less than three Members. Recommendations shall be submitted
in writing or electronically, with sufficient time, before scheduled
consideration by the Board of Directors. Ad hoc committees shall generally comply with Robert's
Rules and establish their own procedures and select a Committee Chair and a
Committee Vice Chair. Committees are encouraged to participate in the
implementation of their policies after they become Rescue Muni policy.
SECTION 3. RULES.
The Board of Directors may adopt rules for the governance of any committee as
long as the rules are consistent with these bylaws. If the Board of Directors
has not adopted rules, the committee may do so.
ARTICLE XIII
Officers
SECTION
1. OFFICES HELD. The officers of this corporation shall be the President, who
shall also act as the Chair of the Board of Directors, a secretary, and a chief
financial officer. The corporation, at the Board of Directorsı discretion, may
also have one or more vice presidents, one or more assistant secretaries, one
or more assistant treasurers, and such other officers as may be deemed
appropriate.
SECTION
2. DUPLICATION OF OFFICES. Any number of offices may be held by the same
person, except that neither the secretary nor the chief financial officer may
serve concurrently as the president
SECTION
3. ELECTION OF OFFICERS. The officers of this corporation, shall be endorsed by
the Board of Directors subject to approval by a majority vote of the Board of
Directors. Officers shall server at the pleasure of the members of the Board of
Directors, subject to the rights of any officer under any employment contract.
SECTION
4. REMOVAL OF OFFICERS. Without prejudice to the rights of any officer under an
employment contract, the members and the Board of Directors may remove any
officer with or without cause.
SECTION
5. RESIGNATION OF OFFICERS. Any officer may resign at any time by giving
written notice to the Board of Directors. The resignation shall take effect on
the date the notice is received or at any later time specified in the notice.
Unless otherwise specified in the notice, the resignation need not be accepted
to be effective. Any resignation shall be without prejudice to any rights of
the corporation under any contract to which the officer is a party.
SECTION
6. VACANCIES IN OFFICE. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner
prescribed in these bylaws for normal appointments to that office, provided,
however, that vacancies need not be filled on an annual basis.
SECTION
7. PRESIDENT AND CHAIR OF BOARD OF DIRECTORS. The President shall be the chief
spokesperson of Rescue Muni, Inc., preside at the Board of Directors meetings, and shall exercise and perform
such other powers and duties as the Board of Directors may assign from time to time. If there
is no managing director, the President shall also be the chief executive
officer and shall have the powers and duties of the president of the
corporation set forth in these bylaws.
SECTION
8. MANAGING DIRECTOR. The Board of Directors may in its sole discretion appoint
a Managing Director to run the daily operations of Rescue Muni, Inc, to carry
out such duties as the Board of Directors assigns. The Managing Director shall serve at the pleasure of the
Board. He/she may be a member of
the Board, in which case he or she must recuse him/herself from any discussion
of his/her job performance.
SECTION
9. VICE PRESIDENTS. If the president is absent or disabled, the vice
presidents, if any, in order of their rank as fixed by the Board of Directors,
or, if not ranked, a vice president designated by the Board of Directors, shall
perform all duties of the president. When so acting, a vice president shall
have all powers of and be subject to all restrictions on the president. The
vice presidents shall have such other powers and perform such other duties as the
Board of Directors or the bylaws may require.
SECTION
10. SECRETARY. The secretary shall keep or cause to be kept, at the
corporationıs principal office or such other place as the Board of Directors
may direct, a book of minutes of all meetings, proceedings, and actions of the
Board of Directors, of committees of the Board of Directors, and of membersı
meetings. The minutes of meetings shall include the time and place that the
meeting was held; whether the meeting was annual, general, or special, and, if
special, how authorized; the notice given; the names of persons present at the
Board of Directors and committee meetings; and the number of members present or
represented at membersı meetings.
The
secretary shall keep or cause to be kept, at the principal California office, a
copy of the articles of incorporation and bylaws, as amended to date.
The
secretary shall keep or cause to be kept, at the corporationıs principal office
or at a place determined by resolution of the Board of Directors, a record of
the corporationıs members, showing each memberıs name, address, and class of
membership.
The
secretary shall give, or cause to be given, notice of all meetings of members,
of the Board of Directors, and of committees of the Board of Directors that
these bylaws require to be given. 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 of Directors or the bylaws may require.
SECTION
11. CHIEF FINANCIAL OFFICER. The chief financial officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
accounts of the corporationıs properties and transactions. The chief financial
officer shall send or cause to be given to the members and Directors such
financial statements and reports as are required to be given by law, by these
bylaws, or by the Board of Directors. The books of account shall be open to
inspection by any Directors at all reasonable times.
The chief
financial officer shall (i) 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 of Directors may designate; (ii) disburse the
corporationıs funds as the Board of Directors may order; (iii) render to the
president and the Board of Directors, when requested, an account of all
transactions as chief financial officer and of the financial condition of the
corporation; and (iv) have such other powers and perform such other duties as the
Board of Directors or the bylaws may require.
If
required by the Board of Directors, the chief financial officer shall give the
corporation a bond in the amount and with the surety or sureties specified by the
Board of Directors for faithful performance of the duties of the office and for
restoration to the corporation of all of its books, papers, vouchers, money,
and other property of every kind in the possession or under the control of the
chief financial officer on his or her death, resignation, retirement, or
removal from office.
ARTICLE
XIV
Miscellaneous
SECTION
1. CONTRACTS WITH DIRECTORS. No Director
of this corporation nor any other corporation, firm, association, or other
entity in which one or more of this corporationıs Directors are directors or
have a material financial interest, shall be interested, directly or
indirectly, in any contract or transaction with this corporation, unless (a)
the material facts regarding that Directorıs financial interest in such
contract or transaction or regarding such common directorship, officership, or
financial interest are fully disclosed in good faith and noted in the minutes,
or are known to all Directors prior to the Board of Directorıs consideration of
such contract or transaction; (b) such contract or transaction is authorized in
good faith by a majority of the Board of Directors by a vote sufficient for that
purpose without counting the votes of the interested Directors; (c) before
authorizing or approving the transaction, the Board of Directors considers and
in good faith decides after reasonable investigation that the corporation could
not obtain a more advantageous arrangement with reasonable effort under the
circumstances; and (d) the corporation for its own benefit enters into the
transaction, which is fair and reasonable to the corporation at the time the
transaction is entered into.
This
Section does not apply to a transaction that is part of an educational or
charitable program of this corporation if it (a) is approved or authorized by
the corporation in good faith and without unjustified favoritism and (b)
results in a benefit to one or more Directors or their families because they
are in the class of persons intended to be benefited by the educational or
charitable program of this corporation.
SECTION
2. LOANS TO DIRECTORS AND OFFICERS. This corporation shall not lend any money
or property to or guarantee the obligation of any Director or officer without
the approval of the California Attorney General; provided, however, that the
corporation may advance money to a Director or officer of the corporation for
expenses reasonably anticipated to be incurred in the performance of his or her
duties if that Director or officer would be entitled to reimbursement for such
expenses by the corporation.
SECTION
3. INDEMNIFICTION. To the fullest extent permitted by law, this corporation may
indemnify its Directors, officers, employees, and other persons described in
Corporations Code sections 5238(a), 7237(a), or 9246(a), including persons
formerly occupying any such positions, against all expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred by them in
connection with any ³proceeding,² 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. ³Expenses,²
as used in this bylaw, shall have the same meaning as in that section of the
Corporations Code.
On
written request to the Board of Directors by any person seeking indemnification
under Corporations Code sections 5238(b), 7237(b), 9246(b) or sections 5238(c),
7237(c), 9246(c), the Board of Directors shall promptly decide under Corporations
Code section 5238(e), 7237(e), or 9246(e) whether the applicable standard of
conduct set forth in Corporations Code sections 5238(b), 7237(b), 9246(b) or
sections 5238(c), 7237(c, 9246(c) has been met and, if so, the Board of
Directors shall authorize indemnification. If the Board of Directors cannot
authorize indemnification, because the number of Directors who are parties to
the proceeding with respect to which indemnification is sought prevents the
formation of a quorum of Directors who are not parties to that proceeding, the
Board of Directors shall promptly call a meeting of members. At that meeting,
the members shall determine under Corporations Code sections 5238(e), 7237(e),
or 9246(e) whether the applicable standard of conduct has been met and, if so,
the members present at the meeting in person or by proxy shall authorize
indemnification.
To the
fullest extent permitted by law and except as otherwise determined by the Board
of Directors in a specific instance, expenses incurred by a person seeking
indemnification under of these bylaws in defending any proceeding 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 found that the person
is entitled to be indemnified by the corporation for those expenses.
SECTION
4. MAINTENANCE OF CORPORATE RECORDS. This corporation shall keep the following:
(a)
Adequate and correct books and records of account;
(b)
Minutes of the proceedings of its members, the Board of Directors, and
committees of the Board of Directors; and
(c) A
record of each memberıs name, address, and class of membership.
The
minutes and other books and records shall be kept either in written form or in
any other form capable of being converted into clearly legible tangible form or
in any combination of the two.
SECTION
5. MEMBERSHIP RECORDS. Unless the corporation provides a reasonable alternative
as provided below, any member may do either or both of the following for a
purpose reasonably related to the memberıs interest as a member:
(a)
Inspect and copy the records containing membersı names, addresses, and voting
rights during usual business hours on five daysı prior written demand on the
corporation, which must state the purpose for which the inspection rights are
requested; or
(b)
Obtain from the secretary of the corporation, on written demand and tender of a
reasonable charge, a list of names, addresses, and voting rights of members who
are entitled to vote on the membership of the Board of Directors, the most
recent record date for which that list has been compiled, or as of the date,
after the date of demand, specified by the member. The demand shall state the
purpose for which the list is requested. The secretary shall make this list
available to the member on or before the later of ten days after the demand is
received or the date specified in the demand as the date as of which the list
is to be compiled.
The corporation
may, within ten (10) business days after receiving a demand under this Section,
make a written offer of an alternative method of reasonable and timely
achievement of the proper purpose specified in the demand without providing
access to or a copy of the membership list. Any rejection of this offer must be
in writing and must state the reasons the proposed alternative does not meet
the proper purpose of the demand.
If the
corporation reasonably believes that the information will be used for a purpose
other than one reasonably related to a personıs interest as a member, or if it
provides a reasonable alternative under this Section, it may deny the member
access to the membership list.
Any
inspection and copying under this Section may be made in person or by the
memberıs agent or attorney. The right of inspection includes the right to copy
and make extracts. This right of inspection extends to the records of any
subsidiary of the corporation.
SECTION
6. ACCOUNTING RECORDS AND MINUTES. On written demand on the corporation, any
member may inspect, copy, and make extracts of the accounting books and records
and the minutes of the proceedings of the members, the Board of Directors, and
committees of the Board of Directors at any reasonable time for a purpose
reasonably related to the memberıs interest as a member. Any such inspection
and copying may be made in person or by the memberıs agent or attorney. This right
of inspection extends to the records of any subsidiary of the corporation.
SECTION
7. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS. This corporation shall
keep at its principal California office the original or a copy of the articles
of incorporation and bylaws, as amended to the current date, which shall be
open to inspection by the members at all reasonable times during office hours.
If the corporation has no business office in California, the secretary shall,
on the written request of any member, furnish to that member a copy of the
articles of incorporation and bylaws, as amended to the current date.
SECTION
8. DIRECTORSı RIGHT TO INSPECT. Every Director shall have the absolute right at
any reasonable time to inspect the corporationıs books, records, documents of
every kind, physical properties, and the records of each subsidiary. The
inspection may be made in person or by Directorıs agent or attorney. The right
of inspection includes the right to copy and make extracts of documents.
SECTION
9. ANNUAL REPORT. the Board of Directors shall cause an annual report to be
sent to the members and Directors within one hundred twenty (120) days after
the end of the corporationıs fiscal year. That report shall contain the
following information, in appropriate detail:
(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
corporationıs revenue or receipts, both unrestricted and restricted to
particular purposes;
(d) The
corporationıs expenses or disbursements for both general and restricted
purposes; and
(e) An
independent accountantsı report or, if none, the certificate of an authorized
officer of the corporation that such statements were prepared without audit
from the corporationıs 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 and to any member who requests it in writing.
If The Board of Directors approves, the corporation may send the report and any
accompanying material sent pursuant to this section by electronic transmission.
SECTION
10. PRIVATE FOUNDATION RESTRICTIONS. This corporation shall distribute its
income for each taxable year at such time and in such manner as not to become
subject to the tax on undistributed income imposed by Internal Revenue Code
section 4942, shall not engage in any act of self-dealing as defined in
Internal Revenue Code section 4941(d), shall not retain any excess business
holdings as defined in Internal Revenue Code section 4943(c), shall not make
any investments in a manner as to subject it to tax under Internal Revenue Code
section 4944, and shall not make any taxable expenditures as defined in
Internal Revenue Code section 4945(d).
ARTICLE
XV
Amendments to these Bylaws
SECTION
1. AMENDMENTS. After adoption, these Bylaws may be amended by the following
procedure:
a. Any Member may submit a proposed Amendment for consideration to the Board of
Directors. The Board shall make their recommendation to the Membership for
consideration at the next General Membership meeting, except that there may be
no consideration of an Amendment without a vote of at least 40% of the Board to
consider.
b. A proposed amendment must be considered if it is recommended for
consideration by a petition signed by at least 10% of the number of Members and
received by the Board of Directors before the regular meeting preceding the
General Membership Meeting at which the amendment is to be considered.
c. The proposed Amendment shall be adopted after approval by two-thirds of
Members voting at a General Membership Meeting called with the published
Amendment on the agenda, after two weeks notice, including printed or
electronic distribution.
d. The
Amendment shall be filed with the appropriate authorities as soon as is
practicable after adoption.
CERTIFICATE
OF SECRETARY
I
certify that I am the duly elected and acting Secretary of Rescue Muni, Inc. a
California nonprofit public benefit corporation; that these bylaws, consisting
of _______(__) pages, are the bylaws of this corporation as adopted by the Board
of Directors on this ___ day of ________, 2006; and that these bylaws have not
been amended or modified since that date.
Executed
on this ___ day of __________, 2006 at San Francisco, California.
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Eric Carlson, Secretary |
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