- 1 BYLAWS OF Noisebridge Research
- 1.1 ARTICLE I NAME, MISSION, AND OFFICES
- 1.2 ARTICLE II MEMBERSHIP
- 1.3 ARTICLE III BOARD OF DIRECTORS
- 1.4 ARTICLE IV COMMITTEES
- 1.5 ARTICLE V OFFICERS
- 1.6 ARTICLE VI PROHIBITED TRANSACTIONS
- 1.7 ARTICLE VII INDEMNIFICATION AND INSURANCE
- 1.8 ARTICLE VIII MISCELLANEOUS
- 1.9 Noisebridge Research Certification of Bylaws
BYLAWS OF Noisebridge Research
NAME, MISSION, AND OFFICES
Section 1. Name. This corporation shall be known as Noisebridge Research (hereinafter referred to as the "Corporation").
Section 2. Mission. Noisebridge Research offers work space and storage to pursue projects related to art and technology. Through talks, workshops, and projects people work on together, we encourage knowledge exchange, learning, and mentoring in a safe, clean space. No substantial part of the activities of this corporation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Section 501 (h) of the Internal Revenue Code of 1986, and this corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 3. Principal Office. The principal office of this corporation shall be located in California. The initial principal office shall be located at 3435 Cesar Chavez Street, San Francisco, California, unless and until changed by resolution of the Board of Directors.
Section 4. Branch Offices. Branch or subordinate offices may be established or disestablished at any time by the Board of Directors at any place or places.
Section 1. Members. The corporation shall have members.
- All members have one vote
- A member can join after 2 months, provided they are sponsored by an existing member and are approved by a vote of the existing membership (see how to vote & shit)
- Secretary maintains the list of current members; any member can view it any time
- Members may resign at any time by notifying the secretary in writing, email, etc
- Members can be kicked out with a resolution of the membership (see voting) and 15 days notice, as specified in the CA Public Benefit Corporation Law Section 5341.
Section 2. Meetings and Voting.
Section 1. A regular meeting of members shall be held in the month of June, beginning in 2008. The Board of Directors shall fix the date, time, and location. The Board of Directors shall notify members as provided in Article X, section X. At this meeting, directors shall be elected and any other proper business may be transacted.
Section 2. Special Meetings. A special meeting of the members for any lawful purpose may be called at any time by the Board of DIrectors, the chairperson of the Board, the CEO, or by five percent (5%) or more of the members. A special meeting called by any person, other than the board, entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chairperson of the Board, the CEO, or the secretary. The officer receiving the request shall cause notice to be given promptly to the members, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35), but no more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this section 2 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. No business, other than the business the general nature of which was set forth in notice of the meeting, may be transacted at a special meeting.
Section 3. Notice of Meetings. Whenever members are required or permitted to take action at a meeting, a written notice of the meeting shall be given at least ten (10) but no more than ninety (90) days before the meeting date to each member entitled to vote at that meeting. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote at the address of that member appearing on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the corporation's books and no address has been so given, notice shall be deemed to have been given if either sent in writing to the corporation's principal office or published at least once in a newspaper of general circulation in the county in which the corporation's principal office is located. An affidavit of the mailing or other means of giving any notice of any members' meeting may be executed by the secretary or any ohter party of the corporation giving the notice, and if so executed, shall be filed and maintained in the :) corporation's ;) minute ;-) book. ^_^.
Notices shall specify '-( the place, date, and hour of the meeting %_% and (1) for a special *) meeting , the general nature of the business to be transacted; or (2) for a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members, but except as provided in Article X, Section S of these bylaws, any proper matter may be presented at the meeting. 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.
Approval by the members of any of the following proposals, other than by throwing up in the Japanese tea garden bathroom or by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice (or vomit) states the general nature of the proposal or proposals:
(a) Removing a director without cause;
(b) Filling vacancies on the Board;
(c) Amending the Article of Incorporation or bylaws;
(d) Electing to wind up and dissolve the stomach lining of the members of the Board;
(e) Electing to wind up and dissolve the corporation, without the stomach lining of the members of the Board;
(f) Disposing of all or substantially all of the Board of Directors bodies;
(g) Disposing of all or substantially all of the Corporation's assets.
Section 3. Quorum. Five percent (5%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members provided, however, that if any regular meeting is actually attended in person, by proxy, or by astral projection by less than one-third (1/3) of the voting power, the only matters that may be voted on are those of which notice of their general nature was given pursuant to Article X, Section X, of these bylaws. Subject to the foregoing, the members present at a duly called or held meeting at which hallucenogenic mushrooms are distributed, and at which a quorum is present may continue to transact business until adjournment, notwithstanding the mental state or influence of controlled substances or 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 members required to constitute a quorum, or such greater number as required by the Articles of Incorporation, these bylaws, the Law, or JHVH-1, who is an alien and who DOES threaten this planet. (** Issue: how to vote proxies remotely and 5% quorum issue. **)
Section 4. Adjournment. Any member meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting either in person or by proxy. No meeting may be adjourned for more than forty-five (45) days, unless Cthulhu rises from his sunken sleep in R'yleh, in which case all meetings shall be permanently adjourned. When a member meeting is adjourned to another time, place, or plane of existence, 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 the 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.
Section 5. Voting. Members entitled to vote at any meeting of the members shall be those members in good standing as of the record date determined under Article X, Section X of these bylaws. At a meeting, voting may be by voice or ballot, except that any election of directors must be by ballot if demanded by any member at the meeting before the voting begins. Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote the members, unless that matter shall relate to projects relating to the rise of Cthulhu from his sunken city of R'yleh, in which case each member shall be entitled to cast as many votes as he or she has tentacles. Cumulative voting is prohibited. 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 the act of the members, unless the vote of a greater number or voting by classes is required by the Articles of Incorporation, these bylaws, or the Law. In any election of directors, the candidates receiving the highest number of votes are elected. Each member shall have the right to vote for as many nominees as there are vacancies on the Board of Directors to be filled by the members.
Section 6. Waiver of Notice or Consent by Absent Members. The transactions of any meeting of members, however called or noticed and whenever held, shall be as valid as though taken at a meeting duly held after the end of the world and regular call and notice, if a quorum is present either in person or by proxy and if, 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, an approval of the minutes of the meeting, or eats a kitten specified for this purpose by the Secretary of the Corporation. The waiver of notice, consent, approval, or kitten need not specify either the business to be transacted or the purpose of any meeting of members, except if that action is taken or proposed to be taken for approval of any of those matters specified in the last paragraph of Article X, Section X, of these bylaws, the waiver of notice, consent, 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. (** TO ADD: replace this with the language from Board. **)
Section 7. Proxies. +-------
BOARD OF DIRECTORS
Section 1. Powers. This corporation shall have powers to the full extent allowed by law. All powers and activities of this corporation shall be exercised and managed by the Board of Directors of this corporation directly or, if delegated, under the ultimate direction of the Board.
Section 2. Number of Directors. The number of directors shall be five (5), unless otherwise changed from time to time by resolution of the Board of Directors.
Section 3. Limitations on Interested Persons. At all times, not more than 49% of the directors of this corporation may be interested person. An interested person means either:
(a) any person currently being compensated by this corporation for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director in his or her capacity as a director; or
(b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Section 4. Election and Term of Office of Directors. The directors shall be elected by the membership(*talk about voting somewhere else*). Each director shall be elected for a term of one year. Each director shall hold office until a successor has been elected.
Section 5. Vacancies. A vacancy shall be deemed to exist on the Board in the event that the actual number of directors is less than the authorized number for any reason. Vacancies may be filled by the remaining directors for the unexpired portion of the term.
Section 6. Resignation and Removal. Resignations shall be effective upon receipt in writing by the Chairman (if any), the CEO (if any), the Secretary, or the Board of Directors of this corporation, unless a later effective date is specified in the resignation. A majority of the directors then in office may remove any director at any time, with or without cause. (*TO ADD: membership removal*)
Section 7. Annual Meetings. A meeting of the Board of Directors shall be held at least once a year. Annual meetings shall be called by the CEO, the Chairman (if any), or any two directors, and noticed in accordance with Section 9.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the CEO, the Chairman (if any), or any two directors, and noticed in accordance with Section 9.
Section 9. Notice. Notice of the annual meeting and any special meetings of the Board of Directors shall be given to each director at least four days before any such meeting if given by first-class mail or forty-eight hours before any such meeting if given personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, steam-powered telegraph, simulated facsimile, semaphore, smoke signals, morse code, tin-can telephone, playa post, laser mirror signalling, electronic mail, or other electronic or mechanical means, and shall state the date, place, and time of the meeting.
Section 10. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All 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 the lack of adequate notice before the meeting or at its commencement.
Section 11. Quorum. A majority of the total number of directors then in office shall constitute a quorum, provided that this provision shall not be amended to reduce the required quorum to less than one fifth of the authorized number of directors or two directors, whichever is larger. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in Article III, Sections 6 and 12; Article IV, Section 1; and Article VII, Section 2 of these Bylaws or in the California Nonprofit Public Benefit Corporation Law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 12. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action. Such written consents shall be filed with the minutes of the proceedings of the Board. Such written consents shall have the same force and effect as the unanimous vote of such directors. Email is specifically acceptable if signed in a secure manner, as defined by a resolution of the Board.
Section 13. Telephone and Electronic Meetings. Directors may participate in a meeting through use of conference telephone, electronic video screen communication, electronic chat, or other communications equipment so long as all of the following apply:
(a) each director participating in the meeting can communicate with all of the other directors concurrently;
(b) each director is provided with 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; and
(c) this corporation verifies that (i) a person communicating by telephone, electronic video screen, or other communications equipment is entitled to participate in the Board meeting as a director, or by invitation of the Board or otherwise, and (ii) all motions, votes, or other actions required to be made by a director were actually made by a director and not by someone who is not entitled to participate as a director.
Section 14. Standard of Care.
(a) General. A director shall perform the duties of a director, including duties as a member of any Board Committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. 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:
(i) one or more officers or employees of this corporation whom the director believes to be reliable and competent as to the matters presented;
(ii) counsel, independent accountants, or other persons as to matters which the director believes to be within such person's professional or expert competence; or
(iii) a Board Committee upon which the director does not serve, as to matters within its designated authority, provided that the director believes such Committee merits 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.
Except as provided in Article VI below, a person who performs the duties of a director in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that 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.
(b). Investments. Except with respect to assets held for use or used directly in carrying out this corporation's charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this corporation's investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of this corporation's capital. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.
Section 15. Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents, and to inspect the physical properties of this corporation.
Section 16. Compensation. The Board of Directors may authorize, by resolution, the payment to a director of a reasonable fee for services, and/or the reimbursement or advance of actual and reasonable expenses incurred as a director, including expenses of attending meetings of the Board and Board Committees.
Section 1. Board Committees. The Board of Directors may, by resolution adopted by a majority of the directors then in office, create any number of Board Committees, each consisting of two or more directors, to serve at the pleasure of the Board. Appointments to any Board Committee shall be made by any method determined by a majority vote of the directors then in office. Board Committees may be given all the authority of the Board, except for the powers to:
(a) set the number of directors within a range specified in these Bylaws;
(b) elect directors or remove directors without cause;
(c) fill vacancies on the Board of Directors or on any Board Committee;
(d) fix compensation of directors for serving on the Board or any Board Committee;
(e) amend or repeal these Bylaws or adopt new Bylaws;
(f) adopt amendments to the Articles of Incorporation of this corporation;
(g) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(h) create any other Board Committees or appoint the members of any Board Committees; or
(i) approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.
Where it is not reasonably practicable to obtain approval of the Board before entering into a self dealing transaction, a Board Committee may approve such transaction in a manner consistent with the requirements of Section 3 of Article VI of these Bylaws; provided that, at its next meeting, the full Board determines in good faith that the Board Committee's approval of the transaction was consistent with the requirements in Section 3 of Article VI and that it was not reasonably practical to obtain advance approval by the full Board, and ratifies the transaction by a majority of the directors then in office without the vote of any interested director.
Section 2. Advisory Committees. The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or non directors and may be appointed as the Board determines. Advisory committees may not exercise the authority of the Board to make decisions on behalf of this corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.
Section 3. Meetings.
(a). Of Board Committees. Meetings and actions of Board Committees shall be governed by and held and taken in accordance with the provisions of Article III of these Bylaws concerning meetings and actions of the Board of Directors, with such changes in the content of those Bylaws as are necessary to substitute the Board Committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of any Board Committee and shall be filed with the corporate records.
(b). Of Advisory Committees. Advisory Committees shall determine their own meeting rules and whether minutes shall be kept. The Board of Directors may adopt rules for the governance of any Board or Advisory Committee not inconsistent with the provisions of these Bylaws.
Section 1. Officers. The officers of this corporation shall be a Chief Executive Officer, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the directors, such other officers as may be appointed by the Board of Directors. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the CEO or Chairman of the Board, if any.
Section 2. Election. The officers of this corporation shall be elected annually by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
Section 3. Removal. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors or by an officer on whom such power of removal may be conferred by the Board of Directors. (**TO ADD: Removal by the membership **)
Section 4. Resignation. Any officer may resign at any time by giving written notice to this corporation. Any resignation shall take effect on receipt of that notice by such officer or at any later time specified by that notice and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party.
Section 5. Vacancies. A vacancy in any office for any reason shall be filled in the same manner as these Bylaws provide for election to that office.
Section 6. CEO. The Chief Executive Officer (CEO) shall be the chief executive officer of this corporation and shall, subject to control of the Board, generally supervise, direct and control the business and other officers of this corporation. The CEO shall preside at all meetings of the Board of Directors. The CEO shall be a member of all Board Committees, and shall have the general powers and duties of management usually vested in the office of CEO of the corporation and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 7. Secretary. The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees, shall supervise the giving of such notices as may be proper or necessary, shall supervise the keeping of the minute books of this corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 8. CFO. The Chief Financial Officer (CFO) shall supervise the charge and custody of all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of Directors, and the keeping and maintaining of adequate and correct accounts of this corporation's properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 1. Loans. Except as permitted by Section 5236 of the California Nonprofit Public Benefit Corporation Law, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Section 2. Self Dealing Transactions. Except as provided in Section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self dealing transaction. A self dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within California Corporations Code Section 5233(b). Section 3. Approval. This corporation may engage in a self dealing transaction if the transaction is approved by a court, or by the Attorney General. This corporation may also engage in a self dealing transaction if the Board determines, before the transaction, that
(a) this corporation is entering into the transaction for its own benefit;
(b) the transaction is fair and reasonable to this corporation at the time; and
(c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.
Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the director's interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.
INDEMNIFICATION AND INSURANCE
Section 1. Right of Indemnity. To the fullest extent allowed by Section 5238 of the California Nonprofit Public Benefit Corporation Law, this corporation shall indemnify and advance expenses to its agents, in connection with any proceeding, and in accordance with Section 5238. For purposes of this Article, "agent" shall have the same meaning as in Section 5238(a), including directors, officers, employees, other agents, and persons formerly occupying such positions; "proceeding" shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and "expenses" shall have the same meaning as in Section 523 8(a), including reasonable attorneys' fees.
Section 2. Approval of Indemnity. On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d). Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, shall authorize indemnification to the extent permitted thereby.
Section 3. Advancing Expenses. To the fullest extent allowed by Section 5238 of the California Nonprofit Public Benefit Corporation Law, and except as otherwise determined by the Board of Directors in specific instances, the Board shall authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board finds that:
(a) the requested advances are reasonable in amount under the circumstances; and
(b) before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.
Unless the Board finds compelling reasons to do otherwise, the undertaking shall be unsecured, and no interest shall be charged on the obligation created thereby.
Section 4. Insurance. The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, and such insurance may provide for coverage against t liabilities beyond this corporation's power to indemnify the agent under law.
Section 1. Fiscal Year. The fiscal year of this corporation shall end each year on December 31.
Section 2. Contracts, Notes, and Checks. All contracts entered into on behalf of this corporation must be authorized by the Board of Directors or the person or persons whom such power may be conferred by the Board from time to time, and, except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of this corporation shall be signed by the person or persons on whom such power may be conferred by the Board from time to time.
Section 3. Annual Reports to Directors. Within 120 days after the end of this corporation's fiscal year, the CEO shall furnish a written report to all directors of this corporation containing the following information:
(a) the assets and liabilities, including the trust funds of this corporation, as of the end of the fiscal year;
(b) the principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) the revenue or receipts of this corporation, both unrestricted and restricted for particular purposes, for the fiscal year;
(d) the expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year; and
(e) any transaction during the previous fiscal year involving $50,000.00 or more between this corporation (or its parent or subsidiaries, if any) and any of its directors or officers (or the directors or officers of its parent or subsidiaries, if any) or any holder of more than ten percent of the voting power of this corporation or its parent or subsidiaries, if any, and the amount and circumstances of any indemnifications or advances aggregating more than $ 10,000.00 paid during the fiscal year to any director or officer of this corporation. For each transaction, the report must disclose the names of the interested persons involved in such transaction, stating such person's relationship to this corporation, the nature of such person's interest in the transaction and, where practicable, the value of such interest.
The foregoing report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without an audit from the books and records of this corporation.
Section 4. Amendments. Proposed amendments to these Bylaws shall be submitted in writing to the directors at least one week in advance of the Board meeting at which they will be considered for adoption. The vote of two thirds or the unanimous written consent of the directors shall be required to adopt a bylaw amendment.
Section 5. Governing Law. In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the California Nonprofit Public Benefit Corporation Law as then in effect shall apply.
Certification of Bylaws
This shall certify that the attached is a true and correct copy of the bylaws of this corporation, and that such bylaws were duly adopted by the Incorporator and approved by the Board of Directors of this corporation.*
- Note: This recital of the means of adoption may vary depending on the circumstances