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The name of this Corporation is Subversion Corporation (hereinafter, the "Corporation").
The principal office for the transaction of the activities and affairs of the Corporation is located at 8000 Marina Blvd., Suite 600, Brisbane, CA 94005, in San Mateo County, California. The Members (as defined below) may change the principal office. Any change in location shall be noted by the Secretary on these Bylaws opposite this Section, or this Section may be amended to state the new location.
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.
The purposes of the Corporation shall be:
A. To administer the operations and intellectual property rights of the Subversion Open Source Community (the "SVN Community"), to educate Members and non-Members (as defined below) alike with respect to said intellectual property rights, and to engage in other non-profitable purposes. Within the context of these general purposes, the Corporation shall perform corporate compliance and implement policies to protect and enforce the foregoing intellectual property rights, and to educate both Members and non-Members (as defined below) alike regarding the protection and enforcement actions undertaken by the Corporation.
B. To exercise all powers granted by law necessary and proper to carry out the above-stated purposes, including but not limited to, the power to accept donations of money, property, whether real or personal or any other thing of value. Nothing herein contained shall be deemed to authorize or permit the corporation to carry on any business or profit, to exercise any power or to do any act that a corporation formed under the Act, or any amendment thereto or substitute therefor, may not at that time lawfully carry on or do.
A. The Corporation is a nonprofit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Mutual Benefit Corporation Law for the purposes described in Section 1 of this Article II.
B. In particular, no part of the net earnings of the Corporation shall inure to the benefit of any director, officer or Member (as defined below) thereof or to the benefit of any private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation to its Directors or Officers for services rendered. Upon the dissolution or winding up of the Corporation, the assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation, shall be distributed pursuant to the provisions set forth in the California Nonprofit Mutual Benefit Corporation Law.
The Corporation shall have one class of members (the "Members"), who shall be "members" within the meaning of Section 5056 of the California Corporations Code. All Members shall also be designated as "Full Committers" in the SVN Community Guidelines (the "Guidelines"), which Guidelines shall be approved by the Board of Directors, with any amendments thereto being approved from time to time, with all of the accompanying rights, privileges and obligations set forth therein. Members shall have all of the rights of members of a California Mutual Benefit Corporation, which are provided in the California Corporations Code and these Bylaws (collectively, such Member's "Membership Rights"). Members shall constitute the membership of the Corporation within the meaning of the California Corporations Code and these Bylaws.
Subject to the limitations imposed by the suspension or termination provisions in Section 5 of this Article III or any other provisions under California law, all Members are entitled to the following Membership Rights:
(a) the right to vote to elect Directors pursuant to Section 3 of Article IV of these Bylaws;
(b) the right to vote on the disposition of all or substantially all of the assets of the Corporation;
(c) the right to vote on any merger and its principal terms and any amendment to those terms;
(d) the right to vote on any election to dissolve the Corporation;
(e) the right to nominate persons for membership in the Corporation; and
(f) all other rights afforded Members under the California Nonprofit Mutual Benefit Corporation Law and/or under these Bylaws.
To be eligible for membership, a person must be nominated by a current Member of the Corporation pursuant to the procedures set forth in the Guidelines.
The initial Members of the Corporation, who shall consist of all persons designated as "Full Committers" in accordance with the Guidelines that are in effect as of the date on which the Corporation adopts these Bylaws, shall be admitted upon the affirmative vote of the Board (as defined below) at the initial meeting of the Board (as defined below). Thereafter, persons shall be admitted as Members of the Corporation only upon an affirmative vote of the majority of Active Members represented and voting at a duly held meeting at which a Quorum (as hereinafter defined) is present pursuant to Section 11 of this Article III, or by the written consent of the Active Members undertaken pursuant to the terms of Section 14.E of this Article III.
A. Causes for Termination of Membership. The membership of any Member shall terminate upon occurrence of any of the following events:
(1) the death or incapacity of the Member (if an individual);
(2) the resignation of the Member;
(3) any act or occurrence, the nature of which would make a person ineligible for membership under the Guidelines;
(4) the good-faith determination by the Board that the Member has failed in a material and serious degree to observe the rules of conduct of the Corporation, or that the Member has engaged in conduct materially and seriously prejudicial to the Corporation's purposes and interests.
B. Status of Members. Each Member shall have a status (the "Status") which will designate the Member as "Active" or "Inactive," and the current Status of each Member shall be recorded and maintained by the Secretary at all times. All Members shall be deemed to be Active Members unless the Board (i) determines, by application of the then-current Guidelines, that the Member is to be deemed "Inactive," and (ii) enacts a resolution stating that the Member is Inactive. An Inactive Member shall immediately change his/her status to an Active Member upon the occurrence of any one or more of the following: (i) by casting a vote under the terms of these Bylaws; or (ii) by taking part in a discussion among Members on the Corporation's electronic mailing list. Upon the occurrence of either of the events listed in the preceding sentence, the Status of the previously Inactive Member shall become that of an Active Member, without any further action required by the Member or the Board, and the records of the Corporation shall be updated accordingly.
The Status of a Member shall be used only for purposes of determining Quorum under Section 11 of this Article III, and shall have no other effect on the rights, responsibilities, or privileges of such Members.
C. Procedure for Suspension or Termination. If grounds appear to exist for terminating a Member under Sections 5.A(3) or 5.A(4) of this Article III of these Bylaws, the following procedure shall be followed:
(1) The Board shall give the Member at least ten (10) days electronic notice of the proposed suspension or termination and the reasons therefor (the "Initial Notice");
(2) The Member shall be given an opportunity to be heard electronically on the SVN Community e-mail list at least ten (10) days before the effective date of the action to suspend or terminate the member; and
(3) Ten (10) days following the Initial Notice, all Members entitled to vote as of the time the vote is scheduled to occur shall be given an opportunity to vote by e-mail either for or against the proposed termination. Termination requires at least two-thirds (66.67%) affirmative vote of all Active Members at the time the vote is scheduled to occur.
No Member may transfer a membership or any right arising from it. All Membership Rights cease on the Member's death or incapacity.
An Annual Meeting of Members shall be held on the third Saturday of March, at 10:30 am California time, unless the Board (as defined below) fixes another date or time and so notifies Members as provided in Section 10 of this Article III of these Bylaws. At the meeting, directors shall be elected and other proper business may be transacted, subject to the restrictions set forth in these Bylaws or under the California Nonprofit Mutual Benefit Corporation Law.
Unless otherwise designated by the Board, all meetings of the Members of the Corporation shall be held in a real-time electronic forum, which, unless otherwise agreed by the Board, shall be the IRC channel #svn-members on <irc.freenode.net>.
A. Persons Authorized to Call. A special meeting of the Members may be called, for any lawful purpose at any time, by any of the following:
(1) A majority vote of the Board of Directors; or
(2) Five percent (5%) or more of the Members.
B. Meetings Called by Members. If a special meeting of the Members is called by any person other than the Board, the request shall be submitted by such persons in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by e-mail, registered mail or by telegraphic or other facsimile transmission to the President or any Vice President or the Secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the Members entitled to vote, in accordance with the provisions of Section 10 of this Article III, that a meeting will be held, and the date for such meeting, which date shall be not less than ten (10) nor more than ninety (90) days following the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time when a meeting of the members may be held when the meeting is called by action of the Board of Directors, the Chairman of the Board (if there is one) or the President.
C. No business, other than the business that was set forth in the notice of the meeting, may be transacted as a special meeting.
A. General Notice Contents. Whenever Members are required or permitted to take any action at a meeting, an electronic notice of the meeting shall be given, under Section 10.C of this Article III 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, in the event the meeting is to take place in a real-time electronic forum (such as the IRC channel #svn-members on <irc.freenode.net>), the notice shall include a statement that, absent consent of all Members pursuant to clause (b) of Section 20 of the California Corporations Code, the meeting shall be held at a physical location. For the Annual Meeting, the notice shall state the matters that the Board, 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 Directors are to be elected shall include the names of all persons who are nominees when notice is given. Any matter related to the purpose of the organization may be presented at the meeting.
B. 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 and the votes of the indicated percentages of the Members' votes are in favor of the proposal (such percentage representing the number of votes in favor of such a proposal in proportion to the number of total Members entitled to vote for such proposal on the date the notice referenced in this Section is received):
(1) Removing a Director without cause (see Section 6 of Article IV for voting requirements);
(2) Approval of the filling of vacancies on the Board of Directors (see Section 4.A(2) of Article IV for voting requirements);
(3) Amending these Bylaws (see Section 5.A of Article VII for voting requirements);
(4) Amending the Articles of Incorporation (see Section 5.B of Article VII for voting requirements);
(5) Approving a contract or transaction in which a Director has a material financial interest (see Section 2 of Article VI for procedural and voting requirements);
(6) Electing to wind up and dissolve the Corporation (75% of Active Members); and
(7) Approving a plan of distribution of assets, other than cash, in liquidation when the Corporation has more than one class of memberships outstanding (75% of Active Members).
C. Manner of Giving Notice. Notice of any meeting of Members shall be given electronically by e-mail, addressed to each Member at the e-mail address of that Member appearing on the books of the Corporation or the e-mail address given by the Member to the Corporation for the purpose of notice. If no e-mail address appears on the Corporation's books and no other e-mail address has been given, or if the Member so requests, notice shall be deemed to have been given if notice is sent to that Member by first-class mail or facsimile or other written communication to the Member's address of record.
Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or sent by e-mail or other means of written communication.
D. Affidavit of Mailing Notice. An affidavit of the mailing or other means of giving notice of any members' meeting may be executed by the Secretary or any other person giving the notice, and if so executed, shall be filed and maintained in the Corporation's Minute Book.
A. One-Third (33.33%) Required. One-third (33.33%) of the voting power (such voting power to consist of all persons deemed Active Members as of the date on which notice of the proposed vote is sent by the Corporation) shall constitute a quorum ("Quorum") for the transaction of business at any meeting of Members, subject to the percentage voting requirements of Section 10.B of this Article III above.
B. Loss of Quorum. The Members present at a duly called or duly held meeting at which a Quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a Quorum, if any action taken (other than adjournment) is approved by at least a majority of the Active Members required to constitute a Quorum.
Any Members' meeting, whether or not a Quorum is present, may be adjourned from time to time by the vote of the majority of the Active Members represented at the meeting, either in person or by Proxy (as hereinafter defined). No meeting may be adjourned for more than forty-five (45) days. When a Members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.
A. Written Waiver or Consent. The transactions of any meeting of Members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a Quorum be present either in person or by Proxy and, if either before or after the meeting each person entitled to vote who was not present in person or by Proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 10.B of this Article III, the waiver of notice or consent 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.
B. Waiver by Attendance. Attendance by a person at a meeting of the members shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Also, attendance of the members at a meeting of the members is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.
A. Voting Rights. Each Member shall be entitled to one (1) vote on each matter submitted to a vote of the Members.
B. Entitlement to Vote. Members entitled to vote at any Member meeting shall be limited to Members in good standing on the record date as determined under these Bylaws, and subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law.
C. Manner of Casting Votes. Voting shall be cast by e-mail ballot, by secure web application, or other means that are both approved by the Board and compliant with the California Nonprofit Mutual Benefit Corporation Law.
D. Approval Voting. The following procedures shall govern the Members' voting for directors:
If a Quorum is present, all elections shall use "Approval Voting," except as specified otherwise in these bylaws, and the resulting affirmative vote shall be an act of the Members unless the vote of a number greater than a Quorum is required by the California Nonprofit Mutual Benefit Corporation Law or by the Articles of Incorporation.
In the Approval Voting system, each Member can vote via e-mail for as many or as few proposals or candidates as the voter chooses, at most once per option. Each Member may "approve" or "disapprove" each option by voting or not voting for it. The votes for each option are tallied, and the option with the highest number of votes wins. In the event of a tie, the following tie-breaking procedure(s) shall apply:
(i) In the event the vote concerns election of Directors pursuant to Section 3 of Article IV or election of the President pursuant to Section 1.B of Article V, the candidate with the earliest commit date to the Subversion public repository or the original Subversion CVS repository (as such terms are customarily understood by the SVN Community) shall be deemed the winner.
(ii) For all other voting matters not covered by (i) above, all ties shall ultimately be determined by the then-sitting President.
E. Member Action by Written Consent. Subject to the provisions of Section 7513 of the California Nonprofit Mutual Benefit Corporation Law, any action which may be taken at any annual or special meeting of Members may be taken without a meeting if the Corporation distributes a written ballot to every Member entitled to vote on the matter. If approved by the Board of Directors, that 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 ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Corporation.
Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the Quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Ballots shall be solicited in a manner consistent with the requirements of subdivision (b) of Section 7511 and Section 7514 of the California Nonprofit Mutual Benefit Corporation Law. All such solicitations shall indicate the number of responses needed to meet the Quorum requirement and, with respect to ballots other than for the election of Directors (as hereinafter defined), shall state the percentage of approvals necessary to pass the measure submitted. The solicitation shall specify the time by which the ballot must be received in order to be counted.
Every Member entitled to vote on any matter shall have the right to do so either in the manner specified in Section 14.C of this Article III or by an electronic transmission authorized by the Member or the Member's attorney-in-fact, giving another person or persons power to vote with respect to such Member's Membership Rights (such transmission to be deemed a "Proxy"). A Proxy shall be deemed signed if the Member's name or other authorization is placed on the Proxy via electronic transmission by the Member or the Member's attorney-in-fact. A Proxy that complies with the above requirements that does not state that it is irrevocable shall continue in full force and effect unless (1) it is revoked by the person executing it, before the vote pursuant to that Proxy, by an electronic transmission delivered to the corporation stating that the Proxy is revoked; or (2) the Corporation receives written notice of the death or incapacity of the maker of that Proxy before the vote to which the Proxy would otherwise apply; provided, however, that no Proxy shall be valid after the expiration of eleven (11) months from the date of the Proxy, unless otherwise provided in the Proxy.
A. To be Determined by Board of Directors. For purposes of establishing the list of Members entitled to (i) receive notice of any meeting, (ii) vote at any meeting, or (iii) exercise any rights in any lawful action, the Board may, in advance, fix a record date. The record date so fixed for:
(i) sending notice of a meeting, shall be no more than ninety (90) nor less than three (3) days before the date of the meeting;
(ii) voting at a meeting, shall be no more than sixty (60) days before the date of the meeting; and
(iii) taking any other action, shall be no more than sixty (60) days before that action.
B. Failure of Board to Determine Date.
(1) Record Date for Notices or Voting. Unless fixed by the Board of Directors pursuant to Section 16.A of this Article III above, the record date for determining those Members entitled to receive notice of, or to vote at, a Member meeting shall be the day on which notice is actually sent by the Corporation, or, if notice is waived, the next business day preceding the day on which the meeting is held. If not otherwise fixed by the Board, and unless otherwise specified herein, the record date for determining Members entitled to vote at the meeting shall be the day on which the meeting is held.
(2) "Record Date" means as of Close of Business.
A. No person who is now, or later becomes, a Member of the Corporation, shall be personally liable to the creditors, if any, of the Corporation for any indebtedness or liability, and any and all creditors of the Corporation shall look only to the assets of the Corporation for payment.
B. No person who is now, or later becomes, a Member of the Corporation, shall be personally liable to any other Member of the Corporation for any loss, injury or damage that such person may incur while participating in any event sponsored by the Corporation, whether or not resulting from the negligent act or omission of another member.
Subject to the provisions and limitations of the California Nonprofit Mutual 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 Corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Corporation's Board of Directors (hereinafter, the "Board").
The Board shall consist of five (5) Members (each individually a "Director"), unless such number is changed by amendment to these Bylaws. The qualifications for Directors are that they must be Members in good standing at the time of appointment, and must remain Members in good standing throughout their term as Directors. Each Director shall hold office for one (1) year and until a successor Director has been designated and qualified.
All Members shall be permitted to nominate qualified candidates for election to the Board at least ten (10) days prior to the date of any election of Directors. The Secretary shall forward, in electronic form to each Member, with the notice of meeting required by these Bylaws, a list of all candidates so nominated. Each Member shall then be entitled to cast a vote in favor of any such candidate so nominated.
The candidates receiving the five highest vote tallies shall become Directors. All ties are to be resolved as specified in Section 14 of Article III.
A. Provisions for Vacancies.
(1) A Board vacancy shall be deemed to exist in the following cases:
(a) the death, resignation or removal of any Director;
(b) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony;
(c) a two-thirds vote of the Active Members to remove a Director as described in Article IV Section 6;
(d) an increase in the authorized number of Directors; or,
(e) the failure of the Members, at any meeting of the Members at which any Director or Directors are to be elected, to elect the number of Directors to be elected at such meeting, or by failure to elect the full authorized number of directors, or by an increase in the authorized number of directors or for any other cause.
(2) A Board vacancy may be filled by the vote of a majority of the Directors then in office, whether or not less than a quorum of the Directors (as provided in Section 7.A of this Article IV), or by a sole remaining Director. The candidate for the vacancy receiving the highest number of votes is elected. However, such election is subject to the majority approval of the Members at a special meeting promptly called for such purpose.
(3) Each Director so elected shall hold office until the end of his or her term and until his or her successor is elected and qualified, or until he or she resigns or is removed from the Board, or unless and until the Director's membership is suspended or terminated pursuant to Section 5.C of Article III of these Bylaws, or if the Director is not otherwise in good standing. A Director may succeed himself or herself in office.
Except as provided in this paragraph, any Director may resign, which resignation shall be effective upon the Director giving written notice to the President, the Secretary or the Board, unless the notice 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 when the resignation becomes effective, in accordance with Section 4.
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.
Any Member may propose the removal of a Director, with or without cause. Upon proper notice and voting procedures as set forth in these Bylaws, any Director may be removed, with or without cause, by the affirmative vote of a two-thirds majority of the Active Members entitled to vote (in the event the Corporation has fewer than fifty (50) Members) or by the affirmative vote of two-thirds of all Active Members represented and voting at a duly held meeting at which a Quorum is present (in the event the Corporation has more than fifty (50) Members), provided that notice of that meeting and of the removal questions are given as provided in Section 10.B of Article III above. Any vacancy caused by the removal of a Director shall be filled as provided in Section 4 of this Article IV.
The following provisions shall govern the meetings of the Board:
A. Place of Meetings. Meetings of the Board shall be held in a real-time electronic forum, which, unless otherwise agreed by the Board, shall be the IRC channel #svn-members on <irc.freenode.net>.
At the discretion of the majority of the Board members the Board meetings may be held via telephone conference call or in person.
While only Directors may vote at a meeting of the Board, any Member may observe and participate in the meeting, except as provided for in Section 3.A of Article V.
The number of Directors who must be present at a Board meeting to constitute a quorum for the purposes of transacting Corporation business shall be a majority of the then-sitting Directors.
B. Annual and Other Meetings. An Annual Meeting of the Board shall be held on the third Saturday in March, at 12 pm California time, unless the Board fixes another date or time and so notifies all Directors and Members using the same procedures provided in Section 10 of Article III of these Bylaws.
Other general meetings of the Board, occurring at regular times and places, may be held without notice at such time and place as the Board may fix from time to time.
C. Special Meetings.
(i) Authority to Call Special Meetings. Special meetings of the Board for any purpose may be called at any time by any Director.
(ii) 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) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate that notice promptly to the Director; (c) facsimile; (d) e-mail; or (e) other electronic means. All such notices shall be given or sent to the Director's e-mail address, physical address or telephone number as shown on the Corporation's records.
All notices shall be sent or delivered, as applicable, at least forty-eight (48) hours prior to 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 Corporation's principal office. The notice need not specify the purpose of the meeting.
(iii) 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. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
(iv) Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
(v) Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four (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.
(vi) Distribution of Minutes. Within twenty-four (24) hours after the conclusion of a meeting under this Section, the Secretary shall post or cause to be posted to the Corporation's electronic mailing list the minutes of such meeting.
A. Voting Rights. Each Director shall be entitled to one (1) vote on each matter submitted to a vote of the Board.
B. Entitlement to Vote. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, Directors are entitled to vote on all matters consistent with the Board's purposes under these Bylaws.
C. Manner of Casting Votes. Voting shall be done in realtime in the electronic forum used for the applicable Board meeting.
D. Written Consent. An action required or permitted to be taken by the Board may be taken without a meeting, if all Directors shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board.
A. Offices Held. The officers of this Corporation (each, an "Officer") shall be a President, a Secretary and a Treasurer. No two offices may be held by the same person. Except as provided in Section 1.B of this Article V, no Director shall be required to serve as an Officer.
B. Appointment and Election of Officers. The Officers of this Corporation shall be chosen by the Board at the Annual Meeting, and shall serve at the pleasure of the Board. Each Officer shall hold office for one (1) year, after which such Officer may, at the discretion of the Board, be re-appointed at the Annual Meeting.
Any time the Corporation is without a President, the Directors shall convene a special meeting of the Board, and the first order of business at such special meeting shall be to elect a President from among the Directors. All ties are to be resolved as specified in Section 14 of Article III.
C. Removal of Officers. Any Officer of the Corporation may be removed by the Board, either with or without cause, upon the vote of at least fifty-one percent (51%) of the Directors.
D. Vacancies Among Officers. A vacancy or vacancies among the officers shall occur in the event of:
(a) the death, removal or resignation of any Officer;
(b) a court order declaring that an Officer is of unsound mind;
(c) the vote of the Board to remove any Officer(s);
(d) an increase in the authorized number of Officers; or
(e) a failure of the Directors, at any meeting of Directors at which any Officer or Officers are to be elected, to elect the Officers required to be elected at that meeting.
E. Resignation of Officers. Except as provided below, any Officer of the Corporation may resign at any time by giving written electronic notice to the Board. Any such resignation shall take effect on the date such notice is received or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to any rights of the Corporation under any contract to which the officer is a party. If an Officer'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 Officer may resign if the Corporation would be left without a duly elected Officer or Officers.
F. Compensation and Reimbursement. Officers may serve without pay or may receive such compensation, if any, for their services as officers, and such reimbursement of expenses, as the Members may establish (by regular decision-making procedures as set forth in these Bylaws and in the Guidelines) to be just and reasonable to the Corporation.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled by the Board pursuant to the appointment provisions set forth in Section 1.B of this Article V of these Bylaws, and each officer appointed to fill a vacancy shall serve for the unexpired term of such Officer's predecessor and until such officer's successor is appointed and qualified, or until such Officer resigns or is removed or ceases to be eligible to serve.
A. President. Subject to the control of the Board, the President shall have general supervision, direction and control of the affairs of the Corporation. The President shall preside at all meetings of the Members and at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board, and shall be empowered to enter into agreements on behalf of the Corporation as have been approved by the Corporation.
In the event the Board cannot agree on the contents of a ballot, Board discussion procedures or voting procedures, the President shall have authority to resolve all such disputes. During a Board meeting, the President shall have the authority to prevent a non-Director Member from actively participating in the meeting in the event the President, in his or her reasonable discretion, determines that such non-Director Member is interfering with the conduct of the meeting. Notwithstanding the aforementioned silencing authority, the President may not prohibit any Member from silently observing any Board meeting.
B. 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 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 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, and shall make same available to all Members in electronic form.
The Secretary shall keep or cause to be kept, in electronic form available to all Members, a record of the Corporation's Members, showing each Member's name, address (if available) and e-mail address.
The Secretary shall give, or cause to be given, notice of all meetings of Members and of the Board that these Bylaws require to be given. The Secretary shall have such other powers and perform such other duties as the Board may require.
The Secretary shall make copies of these records available in electronic form to any Member who requests them, except that the Secretary may withhold from a Member transcripts of the discussion that resulted in the admission of that Member. The Secretary shall use his judgment in determining when to withhold such transcripts, consulting the participants in that discussion if necessary.
C. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation's properties and transactions. The Treasurer shall send or cause to be given to the 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 Treasurer 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 may designate; (ii) disburse the Corporation's funds as the Board may order; (iii) render to the President and/or the Board, when requested, an account of all transactions as Treasurer and of the financial condition of the Corporation; and (iv) have such other powers and perform such other duties as the Board may require.
Except as otherwise provided by law:
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 such 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) Any officers 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 such person's professional or expert competence; or,
(3) A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
No Director of this Corporation nor any other corporation, firm, association, or other entity in which one or more of this Corporation's Directors are Directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with this Corporation, unless (a) the material facts as to the transaction and such Director's interest are fully disclosed or known to the Members and such contract or transaction is approved by the Members in good faith, with any membership owned by any interested Director not being entitled to vote thereon; or (b) the material facts regarding such Director's financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and are noted in the Minutes or are known to all Board Members before consideration by the Board of such contract or transaction, and such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote of the interested Director.
This Corporation shall not lend any money or property to, or guarantee the obligation of, any Director or officer of the Corporation or of its parent, affiliate, or subsidiary unless (a) the Board decides that the loan or guaranty may reasonably be expected to benefit the Corporation, and (b) before consummating the transaction or any part of it, the loan or guaranty is approved by either a two-thirds vote of the Members, without counting the vote of the Director or officer, if a Member, or the vote of a two-thirds majority of the Directors then in office, without counting the vote of the Director who is to receive the loan or guaranty.
The Corporation shall file, within ninety (90) days after the filing of its original articles and biennially thereafter during the applicable filing period, on a form prescribed by the Secretary of State of the State of California, a statement setting forth (a) the names and complete business or residence addresses of the Corporation's chief executive officer, secretary and treasurer; and (b) the street address of the Corporation's principal office in the State of California.
The fiscal year of the corporation shall be determined by a resolution of the Board.
The Board may adopt, use and at will alter a corporate seal.
The Board shall cause an Annual Report to be prepared within one hundred twenty (120) days after the end of the Corporation's fiscal year. That report shall contain the following information in appropriate detail:
(i) A balance sheet as of the end of the fiscal year, an income statement, and statement of changes in financial position for the fiscal year, accompanied by an independent accountant's report or, if none, by the certificate of an authorized officer of the Corporation that they were prepared without audit from the Corporation's books and records;
(ii) A statement of the place where the names and addresses of current Members are located; and
(iii) Any information required by any other section of these Bylaws or by the California Nonprofit Mutual Benefit Corporation Law.
Each Member is entitled to receive a copy of the financial report and the Corporation shall annually notify each Member of this right. Except as provided in the next paragraph of this Bylaw, on written request by a Member, the Board shall promptly cause the most recent Annual Report to be sent to the requesting Member.
This Section 4 shall not apply if the Corporation receives less than $25,000 in gross revenues or receipts during the fiscal year.
A. These Bylaws may be amended by the vote of a two-thirds majority of all Active Members.
B. The Articles of Incorporation may be amended by the vote of a two-thirds majority of all Active Members
I, the undersigned, do hereby certify that:
A. I am the Secretary of Subversion Corporation, a California Nonprofit Mutual Benefit Corporation (the "Corporation"); and,
B. The foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted on the date hereinafter set forth.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this 30th day of September, 2006.
Secretary