BAY AREA BISEXUAL NETWORK INC.
Section 1: Name of Organization
This organization shall be known as BAY AREA BISEXUAL NETWORK INC.
Section 2: Mission Statement
BAY AREA BISEXUAL NETWORK INC. has a mission to develop a healthy, vibrant, multicultural bisexual community in the San Francisco Bay Area and to promote better understanding of bisexual lives and issues within the larger lesbian, gay, bisexual, transgender, queer (LGBTQ) community and the public. Affiliation is open to all persons who identify as Bi+, or non-monosexual, including all bisexual, fluid, pansexual, polysexual, omnisexual, ambisexual or queer people in general, including allies to the Bi+ community.
Section 3: Membership
Article 1: MEMBERS. The corporation shall have no members as that term is defined by Calif. Corp Code Sec. 5056 and interpreted by Calif. Corp. Code Sec. 5310(a)--5313.. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board in accordance with Calif. Corp. Code Sec. 5310(b).
Article 2: ASSOCIATES . The corporation may admit natural persons as Associates. As set forth in these bylaws, said Associates shall have the right to vote for the election of Directors, on changes to the corporations Articles of Incorporation or bylaws or on a dissolution or merger of the corporation or a disposition of substantially all of the assets of the corporation.
Section 4: Board of Directors
NUMBER OF DIRECTORS. The authorized number of Directors shall be neither less than three (3) nor more than fifteen (15) until changed by amendment of the Articles or these Bylaws. The exact number of Directors shall be fixed, within the limits specified, by a resolution duly adopted by the Board.
Article 1: POWERS. Subject to any limitations in the Articles or these Bylaws and to compliance with any applicable laws, the activities and affairs of the corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or persons, a management company or committees, however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board
Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:
(a) To select and remove all officers, agents and employees of the corporation, prescribe powers and duties for them as may not be inconsistent with law, the Articles or these Bylaws, fix their compensation and require from them such security, if any, for faithful service as the Board may deem appropriate;
(b) To conduct, manage and control the affairs and activities of the corporation, and to make such rules and regulations therefor not inconsistent with law, the Articles or these Bylaws, as they may deem appropriate;
(c) To adopt, make and use a corporate seal and to alter the form of such seal from time to time as they may deem appropriate, but failure to affix a seal does not affect the validity of any instrument; and
(d) To assume obligations, enter into contracts, including contracts of guarantee or suretyship, incur liabilities, borrow or lend money or otherwise use its credit, and secure any of its obligations, contracts, or liabilities by mortgage, pledge or other encumbrance of all or any part of its property and income.
Article 2: A quorum shall consist of at least fifty-one percent (51%) of the sitting members of the Board.
Article 3: Each director shall serve a six-year term in accordance with Calif. Corp. Code Sec. 5220, unless their term ends early for reasons of resignation or removal from office, as set forth in these Bylaws. The Corporation shall conduct an election to fill any board vacancies within thirty (30) days after it receives written notice of the board member’s resignation or removal from office.
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner that director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances
(b) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented;
(2) Counsel, independent accountants or other persons as to matters which the director believes to be within that person’s professional or expert competence; or
(3) A committee upon which the director does not serve that is composed exclusively of any or any combination of directors, persons described in paragraph (1), or persons described in paragraph (2), as to matters within the committee’s designated authority, which committee the director believes to merit confidence, so long as, in any case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause that reliance to be unwarranted.
(c) Except as provided in Cal. Corp Code Sec. 5233, a person who performs the duties of a director in accordance with subdivisions (a) and (b) shall have no liability based upon any alleged failure to discharge the person’s obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.
Article 4: (a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Article 3 (commencing with Section 5230), or, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings. Furthermore, a director may be removed from office for good cause, which for the purposes of this article means the prudent judgment of the board that maintaining the director in office would inflict harm on the corporation and/or its associates or damage its mission, by a two-thirds vote of directors’ present and voting.
Article 5: Prohibition Against Self-Dealing: All directors shall refrain from engaging in self-dealing transactions between themselves and the corporation during their term in office. Subject to the exceptions set forth in this Article, a self-dealing transaction is a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest. If such a transaction comes before the Board, those directors with a material financial interest shall disclose that interest and recuse themselves from taking action on the transaction.
Exceptions: The following transactions do not constitute self-dealing within the meaning of this article
(1) An action of the board fixing the compensation of a director as a director or officer of the corporation.
(2) A transaction which is part of a public or charitable program of the corporation if it: (i) is approved or authorized by the corporation in good faith and without unjustified favoritism; and (ii) 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 public or charitable program.
(3) A transaction, of which the interested director or directors have no actual knowledge, and which does not exceed the lesser of 1 percent of the gross receipts of the corporation for the preceding fiscal year or one hundred thousand dollars ($100,000).
A director who engages in a self-dealing transaction must disclose their involvement to the Board in writing.
Article 6: Prohibition Against Loans The corporation shall not make any loan of money or property to or guarantee the obligation of any director unless approved by the Attorney General.
Article 7: Expense Advances To Directors: The corporation may advance money to a director or officer of the corporation or of its parent or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director, provided that in the absence of such advance, such director or officer would be entitled to be reimbursed for such expenses by such corporation, its parent, or any subsidiary.
Section 5: Officers
Article 1: The officers of the corporation shall consist of President, Vice-President, Treasurer, Recording and Corresponding Secretary. All officers must be board members and shall be elected by a majority vote of the Directors present and voting.
Article 2: The President shall preside over meetings, act as a spokesperson for the organization, and perform other duties as directed by the Board of Directors.
Article 3: The Vice-President shall assist the president in the performance/completion of all of their duties. The Vice-President shall also be responsible for other duties as directed by the Board of Directors.
Article 4: The Treasurer shall be responsible for all moneys accumulated by the organization. Those duties shall include, but not be limited to, setting up and maintaining records and financial institution accounts; paying bills and other duties as directed by the Board of Directors.
Article 5: The Recording and Correspondence Secretary shall be responsible for taking the minutes of the Board meetings and distributing them to all members of the Board no later than five (5) days before the next Board meeting. The Secretary shall also be responsible for conducting communications and other duties as directed by the Board of Directors.
Article 6: The officers listed above shall constitute the Executive Committee of the Board of Directors.
Article 7: Any officer may be removed, either with or without cause by a majority vote of the Board of Directors at any time. Any officer may resign by giving written notice to the Board of Directors, the President or the Vice-President of the corporation. Any such notice of resignation shall take effect at the date of receipt of such notice unless otherwise decided by the Board through an agreement by the resigning party of the Board. Upon resignation or removal from office, the former officer shall immediately turn over all items, property and assets belonging to the corporation to their successor or to the President of the corporation, unless the President is the officer who has resigned or been removed, in which case the former President shall turn over all items, property and assets belonging to the corporation to the Vice President.
Article 8: Any vacancy caused by the death, resignation, removal, disqualification or otherwise of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy, which shall take place within thirty (30) days of the Board receiving notice of the vacancy. If the President resigns or is removed from office, the Vice President shall immediately become Acting President and the Board shall meet within thirty (30) days to either confirm the Acting President as President or to select a new President by majority vote.
Article 9: The salaries of the officers, if any, shall be fixed from time to time by the Board of Directors. In all cases, any salaries received by officers of the corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.
Section 6: Standing or Special Committees
(a) In the event that the Board determines that the management of the corporation would be benefited by the establishment of one or more standing or special committees, the Board may from time to time establish one or more such committees.
(b) The establishment of a standing or special committee shall be effected by a resolution of the Board approved by the vote of the majority of the Directors then in office, which specifically sets forth the powers and duties delegated to such committee. Each such committee shall consist of two or more Directors and shall be presided over by a Director selected by the Board. An individual who is not a Director may serve as a nonvoting advisor to such committee. Appointments of Directors and advisors to such committees shall be by a majority vote of the Directors then in office.
(c) The term “standing committee” or “special committee” shall mean any committee appointed by the Board which is authorized by specific delegation, without further Board action, to make and implement decisions on behalf of the Board, or to implement, with some degree of discretion, decisions of the Board pursuant to guidelines established by the Board. Notice of, and procedures for, meetings of standing or special committees shall be as prescribed by the chair of each such standing or special committee, and meetings of standing or special committees may be called by the Board or
the chair of the standing or special committee. In the absence of established standards for notice of, and procedures for, meetings of standing or special committees, the provisions of these Bylaws applicable to the notice of, and procedures for, meetings of the Board shall apply to each meeting of a standing or special committee; provided, however, a quorum for a meeting of a standing or special committee shall be a majority of the Directors then on the committee.
Article 1: LIMITATIONS UPON COMMITTEES OF THE BOARD. No committee of the Board, including the executive committee, shall have any of the authority of the Board with respect to:
(a) The filling of vacancies on the Board or on any committee which has the authority of the Board;
(b) The fixing of compensation of the Directors for serving on the Board or on any committee which has the authority of the Board;
(c) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(d) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(e) The appointment of other committees of the Board or the members thereof if such committee will have the authority of the Board;
(f) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected; and
Article 2: ADVISORY COMMISSIONS. The Chair of the Board, the Board, the executive committee or the President may from time to time appoint such advisory commissions as deemed appropriate, consisting of Directors or persons who are not Directors, but such advisory commissions shall not be deemed committees of the Board and shall not exercise any powers of the Board. Notice of, and procedures for, meetings of advisory commissions shall be as prescribed by the chair of each such advisory commission, and meetings of advisory commissions may be called by the Chair of the Board, the Board, the executive committee, the President or the chair of the advisory commission.
Section 7: Indemnification
Article 1: To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such a person by reason of the fact that she or he is, or was, an agent of the corporation, or has been successful in defense of any claim, issues or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgement against her or him, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by and in accordance with, the requirements of section 5238(b) of the California Nonprofit Public Benefit Corporation law. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation against liability other than for violating provisions of law related to self-dealing (section 5233 of the California Nonprofit Public Benefit Corporation law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provision of section 5238 of the California Nonprofit Public Benefit Corporation law.
Section 8: Books and Records
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
Section 9: Amendments
Article 1: Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Article 2: Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
Section 10: Fiscal Year
BAY AREA BISEXUAL NETWORK INC.’s fiscal year shall begin on January 1 and end on Dec 31.