Sample Non-Profit Bylaws

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NON-PROFIT BYLAWS: PUBLIC BENEFIT CORPORATION

BYLAWS OF _ _[NAME OF CORPORATION]_ _ A California Nonprofit _ _[Public Benefit]_ _ Corporation

Corporate Name. The name of this corporation is _ _[name]_ _.

Principal Office. The principal office for the transaction of the activities and affairs of this corporation is located at _ _[street address and city]_ _, in _ _[name]_ _ County, 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.

[If appropriate, add]

The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.

Purpose. The purpose of this corporation is to _ _[state purposes exactly as in the articles of incorporation]_ _. In the context of these general purposes, the corporation shall _ _[describe purposes more specifically]_ _. Also in the context of these purposes, the corporation shall _ _[repeat any limitations that appear in the articles of incorporation and add any other limitations that do not appear in the articles]_ _.
Construction; 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 “person” includes both a legal entity and a natural person.

[If appropriate, add]

Supporting Corporation. This corporation has been organized and shall operate exclusively to support _ _[name of supported public charity]_ _ and shall be _ _[operated, supervised, or controlled by/supervised or controlled in connection with/operated in connection with]_ _ that organization as specified in Internal Revenue Code §509(a)(3).

If _ _[name of supported organization]_ _ (1) shall cease to be an organization described in Internal Revenue Code §§170(b)(1)(A)(iv), 501(c)(3) and 509(a)(1) or 509(a)(2), or (2) shall substantially abandon the charitable and educational purposes that this corporation is organized to support, the directors shall designate a publicly supported educational or charitable organization as described in Internal Revenue Code §§170(b)(1)(A), 501(c)(3) and 509(a)(1) or 509(a)(2), in substitution for _ _[name of supported organization]_ _, for purposes of Article _ _[specify purposes clause]_ _ of the Articles of Incorporation and Section _ _[number]_ _ of these bylaws.

Irrevocable Dedication of Assets. This corporation’s assets are irrevocably dedicated to _ _[public benefit/charitable/religious]_ _ 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, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code §501(c)(3).

MEMBERSHIP

[Add one of the following alternatives]

[Alternative 1: Bylaws specify classes and requirements]

Membership. This corporation shall have _ _[e.g., two]_ _ classes of members, designated as _ _[e.g., regular and associate]_ _. Any person dedicated to the purposes of the corporation _ _[and]_ _ _ _[state other qualifications for each class of membership, including any requirement for approval by a membership committee]_ _ shall be eligible for membership on approval of the membership application by the board and on timely payment of such dues and fees as the board may fix from time to time.

[Alternative 2: Reference to governing document]

Qualifications of members and classes and terms of membership shall be those described by the _ _[governing document]_ _.

Membership Rights. _ _[All/Specify, e.g., names of voting classes]_ _ members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all or substantially all of the corporation’s 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.

Termination of Membership. A membership shall terminate on occurrence of any of the following events:

(1) Resignation of the member;
(2) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the board;
(3) The member’s failure to pay dues, fees, or assessments as set by the board within _ _[period of time]_ _ after they are due and payable;
(4) Any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or
(5) Termination of membership under Section _ _[number]_ _ of these bylaws based on the good faith determination by the board, or a committee or person authorized by the board 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 corporation’s purposes and interests.

Suspension of Membership. A member may be suspended, under Section _ _[number]_ _ of these bylaws, based on the good faith determination by the board, or a committee or person authorized by the board to make such a determination, that the member has failed in a material and serious degree to observe the corporation’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests.
A person whose membership is suspended shall not be a member during the period of suspension.

Procedure. If grounds appear to exist for suspending or terminating a member under Sections _ _[numbers]_ _ of these bylaws, the following procedure shall be followed:

(1) The board shall give the member at least 15 days’ 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 or registered mail to the member’s last address as shown on the corporation’s records.
(2) 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 or by a committee or person authorized by the board to determine whether the suspension or termination should occur.
(3) The board, committee, or person shall decide whether the member should be suspended, expelled, or sanctioned in any way. The decision of the board, committee, or person shall be final.
(4) 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.

MEETINGS

[Add one of the following alternatives]

[Alternative 1: Meeting held on date certain]

Annual Meeting. An annual meeting of members shall be held on the _ _[specific date/day, e.g., first Monday]_ _ of _ _[month]_ _ of each year at _ _[time]_ _, unless the board fixes another date or time and so notifies members as provided in Sections _ _[numbers]_ _ of these bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day. At the meeting, directors shall be elected and other proper business may be transacted, subject to Sections _ _[numbers]_ _ of these bylaws.

[Alternative 2: Meetings held as specified by board]

Annual Meeting. A general meeting of members shall be held at least annually at such time and place, and on such notice, if any, as the board may determine. Unless elected by written ballot, directors shall be elected at this meeting. Subject to Sections _ _[number]_ _ of these bylaws, any other proper business may be transacted at this meeting.

Location of Meetings. Meetings of the members shall be held at any place within or outside California designated by the board 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, members’ meetings shall be held at the corporation’s principal office. The board may authorize members who are not present in person to participate by electronic transmission or electronic video communication.

Special Meetings. A special meeting called by any person entitled to call a meeting of the members shall be called by written request, specifying the general nature of the business proposed to be transacted, and addressed to the attention of and submitted to the chair of the board, if any, or 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, under Sections _ _[numbers]_ _ of these bylaws, stating that a meeting will be held at a specified time and date fixed by the board.

However, the meeting date shall be at least 35 but no more than 90 days after receipt of the request. If the notice is not given within 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.
Quorum. _ _[Specify rate]_ _ percent of the voting power shall constitute a quorum for the transaction of business at any meeting of members.

VOTING

Eligibility to Vote. Subject to the California Nonprofit _ _[Public Benefit/Mutual Benefit]_ _ Corporation Law, _ _[names of classes]_ _ members in good standing on the record date as determined under Sections _ _[numbers]_ _ of these bylaws shall be entitled to vote at any meeting of members.

Manner of Voting. Voting may be by voice or by ballot, except that any election of directors must be by ballot if demanded before the voting begins by any member at the meeting.

Number of Votes. Each member entitled to vote may cast one vote on each matter submitted to a vote of the members.

Majority Approval. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the members unless the vote of a greater number, or voting by classes, is required by the California Nonprofit _ _[Public Benefit/Mutual Benefit/Religious]_ _ Corporation Law or by the articles of incorporation.

Waiver of Notice or Consent. The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after standard call and notice, if (1) a quorum is present either in person or by proxy, and (2) either before or after the meeting, each member entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of the meeting except that, if action is taken or proposed to be taken for approval of any matter specified in Section _ _[number]_ _ of these bylaws, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

A member’s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.

ACTIONS WITHOUT MEETINGS

Action by Unanimous Written Consent. Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing to the action. The written consent or consents shall be filed with the minutes of the meeting. The action by written consent shall have the same force and effect as a unanimous vote of the members.

BOARD OF DIRECTORS

Specific Powers of Board. Without prejudice to the general powers set forth in Section _ _[number]_ _ of these bylaws, but subject to the same limitations, the board shall have the power to do the following:

(1) Appoint and remove, at the pleasure of the board, all corporate officers, 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.
(2) 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.
(3) Borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

[If appropriate, add]

(4) Adopt and use a corporate seal; prescribe the forms of membership certificates; and alter the forms of the seal and certificates.

[Add one of the following alternatives]

[Alternative 1: Fixed number of and qualifications for directors]

Number and Qualifications of Directors. The authorized number of directors shall be _ _[number]_ _. The qualifications for directors are _ _[specify]_ _.

[Alternative 2: Variable number of and qualifications for directors]

Number and Qualifications of Directors. The board of directors shall consist of at least _ _[number]_ _ but no more than _ _[number]_ _ directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. The qualifications for directors are _ _[specify]_ _.

Interested Persons as Directors. No more than 49 percent of the persons serving on the board may be “interested persons.” An interested person is (1) any person compensated by the corporation for services rendered to it within the previous 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 (2) 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.

Designated Directors. _ _[All/Specify number, e.g., twelve]_ _ directors shall be designated by _ _[name]_ _. Each director shall hold office for _ _[number]_ _ years and until a successor director has been designated and qualified.

NOMINATIONS AND ELECTIONS OF DIRECTORS

Nominations by Committee. The chair of the board or, if none, the president, shall appoint a committee to nominate qualified candidates for election to the board at least _ _[number]_ _ days before the date of any election of directors. The nominating committee shall make its report at least _ _[number]_ _ days before the date of the election, _ _[or at such other time as the board 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.

Floor Nominations. When a meeting is held for the election of directors, any member present at the meeting in person or by proxy may place names in nomination.

Nominee’s Right to Solicit Votes. The board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.

Use of Corporate Funds. If more people have been nominated for director than can be elected, no corporate funds may be expended to support a nominee without the board’s authorization.

VACANCIES ON THE BOARD OF DIRECTORS

Resignation of Directors. Except as provided below, any director may resign by giving written notice to the chair of the board, if any, or to the president 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. If a director’s resignation is effective at a later time, the board 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 a duly elected director or directors.

Removal of Directors. If the corporation has no members, any director may be removed, with or without cause, by the vote of the majority of the members of the entire 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 Section _ _[insert appropriate section number]_ _. However, a director who was designated as a director rather than elected by the members may be removed without cause by the person or persons who designated that director, and may not be removed without the written consent of that person or persons. Any vacancy caused by the removal of a director shall be filled as provided in Section _ _[insert appropriate section number]_ _.

Any director who does not attend three successive board meetings will automatically be removed from the board without board resolution unless:

(A) The director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting. If such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present;
(B) The director suffers from an illness or disability which prevents him or her from attending meetings and the board by resolution waives the automatic removal procedure of this subsection; or
(C) The board by resolution of the majority of board members agrees to reinstate the director who has missed three meetings.

Vacancies Filled by Members. The members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.
No Vacancy on Reduction of Number of Directors. Any reduction of the authorized number of directors shall not result in any director’s being removed before his or her term of office expires.

MEETINGS OF BOARD OF DIRECTORS

Meetings by Telecommunication. Any board 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:

(1) Each member participating in the meeting can communicate concurrently with all other members.
(2) Each member 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 corporation.

Annual Meeting of Board. Immediately after each annual meeting of members, the board shall hold a general meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting is not required.
Other general meetings of the board may be held without notice at such time and place as the board may fix from time to time.

Special Meetings. Special meetings of the board for any purpose may be called at any time by the chair of the board, if any, the president or any vice president, the secretary, or any two directors.

Director Compensation. Directors _ _[and members of committees of the board]_ _ may receive such compensation, if any, for their services as directors or officers, and such reimbursement of expenses, as the board may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.

Director Voting. Each director shall have one vote on each matter presented to the board of directors for action. No director may vote by proxy.

OFFICERS OF THE CORPORATION

Election of Officers. The officers of this corporation, except any appointed under Section _ _[number]_ _ of these bylaws, shall be chosen _ _[annually]_ _ by the board and shall serve at the pleasure of the board, subject to the rights of any officer under any employment contract.

Additional Officers. The board may appoint and authorize the chair of the board, the president, or another officer to appoint any other officers that the corporation may require. Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in the bylaws or established by the board.

Removal of Officers. Without prejudice to the rights of any officer under an employment contract, the board may remove any officer with or without cause. An officer who was not chosen by the board may be removed by any other officer on whom the board confers the power of removal.

Resignation of Officers. Any officer may resign at any time by giving written notice to the board. 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.

Vacancies. 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. However, vacancies need not be filled on an annual basis.

Responsibilities of President. Subject to such supervisory powers as the board may give to the chair of the board, if any, and subject to the control of the board, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers. The president shall preside at all members’ meetings and, in the absence of the chair of the board, or if none, at all board meetings. The president shall have such other powers and duties as the board or the bylaws may require.

Responsibilities of Vice Presidents. If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the board, or, if not ranked, a vice president designated by the board, 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 duties as the board or the bylaws may require.

Responsibilities of Secretary. 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, of committees of the board, and of members’ 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 board and committee meetings; and the number of members present or represented at members’ 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 corporation’s principal office or at a place determined by resolution of the board, a record of the corporation’s members, showing each member’s name, address, and class of membership.

The secretary shall give, or cause to be given, notice of all meetings of members, of the board, and of committees of the board 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 or the bylaws may require.

Responsibilities of 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 corporation’s 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. The books of account shall be open to inspection by any director at all reasonable times.

The chief financial officer shall (1) 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; (2) disburse the corporation’s funds as the board may order; (3) render to the president, chair of the board, if any, and the board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation; and (4) have such other powers and perform such other duties as the board or the bylaws may require.

If required by the board, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board 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.

COMMITTEES OF THE BOARD OF DIRECTORS

Creating a Committee. The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.

Audit Committee. The corporation shall have an audit committee consisting of at least _ _[number, e.g., one]_ _ _ _[director/directors]_ _, and may include nonvoting advisors. Directors who are employees or officers of the corporation or who receive, directly or indirectly, any consulting, advisory, or other compensatory fees from the corporation (other than for service as director) may not serve on the audit committee. The audit committee shall perform the duties and adhere to the guidelines set forth in the corporation’s audit committee charter as amended from time to time by the board. Such duties include, but are not limited to:

(1) Assisting the board in choosing an independent auditor and recommending termination of the auditor, if necessary;
(2) Negotiating the auditor’s compensation;
(3) Conferring with the auditor regarding the corporation’s financial affairs; and
(4) Reviewing and accepting or rejecting the audit.

Members of the audit committee shall not receive compensation for their service on the audit committee in excess of that provided to directors for their service on the board. If the corporation has a finance committee, a majority of the members of the audit committee may not concurrently serve as members of the finance committee, and the chair of the audit committee may not serve on the finance committee.

Compensation Committee. The corporation shall have a compensation committee consisting of at least three directors and no one who is not a director. Directors who are also employees of the corporation may not serve on the compensation committee. Pursuant to Government Code §12586(g) and the applicable provisions of federal law, the compensation committee shall review the compensation of the _ _[president/chief executive officer]_ _, _ _[treasurer/chief financial officer]_ _, and such other officers of the corporation the compensation committee determines appropriate, annually and whenever a modification in compensation is proposed. The review shall include an evaluation of the performance of the officers and an analysis of appropriate comparability data. Based on its review, the compensation committee shall recommend just and reasonable compensation amounts for the officers to the board. At the request of the president or the board, the compensation committee shall review any issue involving staff compensation and benefits, including but not limited to, housing, health, and retirement plans.

Executive Committee. Pursuant to Section _ _[number]_ _ of these bylaws, the board may appoint two or more directors of the corporation to serve as the executive committee of the board. The executive committee, unless limited by a resolution of the board, shall have and may exercise all the authority of the board in the management of the business and affairs of the corporation between meetings of the board; provided, however, that the executive committee shall not have the authority of the board in reference to those matters enumerated in Section _ _[number]_ _. All actions of the executive committee shall be reported to and ratified by the full board at the next duly scheduled board meeting.

Investment Committee. This corporation shall have an investment committee comprised of not less than three directors. The committee shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with these matters would use in the conduct of an enterprise of like character and with like aims to accomplish the purposes of the institution. Individual investments shall be considered as part of an overall investment strategy. The committee shall consider present and future financial requirements, expected total return, general economic conditions, the appropriate level of risk, appropriate levels of income, growth and long-term net appreciation, and the probable safety of the funds. The committee may retain professional money managers, and shall develop an investment policy that shall be reconsidered at least annually, in light of the changing needs of the corporation, economic conditions, and any other factors that may affect the corporation’s tolerance of risk and need for income. The committee may recommend the retention of property contributed by a donor (whether or not it produces income), and a donor’s request should be a factor in making the determination of whether to sell a particular asset contributed by a donor.

Committee Meetings. Meetings and actions of committees of the board shall be governed by, held, and taken under the provisions of these bylaws concerning meetings and other board actions, except that the time for general meetings of board committees and the calling of special meetings of board committees may be set either by board resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The board may adopt rules for the governance of any committee as long as the rules are consistent with these bylaws. If the board has not adopted rules, the committee may do so.

INDEMNIFICATION

Right to Indemnification. This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any action or proceeding by reason of the fact that such person is or was an Officer, Director, or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, or other enterprise, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding, to the fullest extent permitted under the California Nonprofit Corporation Law.

In determining whether indemnification is available to the Director, Officer, or agent of this Corporation under California law, the determination as to whether the applicable standard of conduct set forth in Corporations Code §5238 has been met shall be made by a majority vote of a quorum of Directors who are not parties to the proceeding. If the number of Directors who are not parties to the proceeding is less than two-thirds of the total number of Directors seated at the time the determination is to be made, the determination as to whether the applicable standard of conduct has been met shall be made by the court in which the proceeding is or was pending.

The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled, and shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

REQUIRED REPORTS

Corporate Records. This corporation shall keep the following:

(1) Adequate and correct books and records of account;
(2) Minutes of the proceedings of its members, board, and committees of the board; and
(3) A record of each member’s 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.

Annual Statement. As part of the annual report to all members, or as a separate document if no annual report is issued, the corporation shall, within 120 days after the end of the corporation’s fiscal year, annually prepare and mail, deliver, or send by electronic transmission to each member and furnish to each director a statement of any transaction or indemnification of the following kind:

(1) Any transaction (a) in which the corporation, or its parent or subsidiary, was a party, (b) in which an “interested person” had a direct or indirect material financial interest, and (c) that involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” is either

(i) Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or
(ii) Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary.

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.

(2) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Sections _ _[numbers]_ _ of these bylaws, unless that indemnification has already been approved by the members under Corporations Code §5238(e)(2).

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 §4942, shall not engage in any act of self-dealing as defined in Internal Revenue Code §4941(d), shall not retain any excess business holdings as defined in Internal Revenue Code §4943(c), shall not make any investments in a manner as to subject it to tax under Internal Revenue Code §4944, and shall not make any taxable expenditures as defined in Internal Revenue Code §4945(d).

Supporting Organization Restrictions. This Corporation shall not accept any contribution from any “prohibited person.” For purposes of this Section, a “prohibited person” is: (1) a person who controls, directly or indirectly, either alone or with persons listed described in (2) and (3) below, the governing body of this Corporation or any successor organization designated pursuant to Section _ _[section number]_ _ of these Bylaws; (2) a member of the family of an individual listed in (1) above; or (3) a corporation, partnership, trust, or estate more than 35 percent of which is actually or constructively controlled by persons described in (1) or (2) above. For purposes of this Section, a member of an individual’s family includes his or her spouse, ancestors, children, grandchildren, great-grandchildren, and spouses of children, grandchildren, and great-grandchildren, as well as the individual’s brothers and sisters, by whole or half blood, and their spouses.

BYLAW AMENDMENTS

When Members’ Approval Required. Without the approval of the members, the board may not adopt, amend, or repeal any bylaw that would

(1) Increase or extend the terms of directors;
(2) Allow any director to hold office by designation or selection rather than by election by the members;
(3) Increase the quorum for members’ meetings;
(4) Repeal, restrict, create, expand, or otherwise change proxy rights; or
(5) Authorize cumulative voting.

Amending Supermajority Requirements. If any provision of these bylaws requires the vote of a larger proportion of the board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.

Members May Adopt, Amend, or Repeal Bylaws. New bylaws may be adopted, or these bylaws may be amended or repealed, by approval of the members, provided, however, that if the corporation has more than one class of voting members, any amendment that would materially and adversely affect the rights of a class as to voting or transfer, in a manner different from how the action affects another class, must be approved by the members of that adversely affected class. Any provision of these bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by the vote of that greater number. No amendment may extend the term of a director beyond that for which the director was elected.

[If applicable, add the following option]

Any provision of these bylaws providing for the designation or selection, rather than election, of any director or directors may be adopted, amended, or repealed only by approval of the members, subject to the consent of the person or persons entitled to designate or select any such directors.

CONFLICT OF INTEREST POLICY

Conflicts of Interest. Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

EXHIBIT A

Members of the Board of Directors.

[Name] [Term Expires]

_ _[Name]_ _ _ _[year]_ _

_ _[Name]_ _ _ _[year]_ _

_ _[Name]_ _ _ _[year]_ _

_ _[Name]_ _ _ _[year]_ _

_ _[Name]_ _ _ _[year]_ _