CONTENTS
ARTICLE 1: OFFICES
ARTICLE 2: PURPOSES
ARTICLE 3: DIRECTORS
ARTICLE 4: MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE 5: OFFICERS
ARTICLE 6: MEMBERS
ARTICLE 7: MEETINGS OF MEMBERS
ARTICLE 8: ELECTION OF DIRECTOR/OFFICERS
ARTICLE 9: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
ARTICLE 10: CORPORATE RECORDS AND REPORTS
ARTICLE 11: FISCAL YEAR
ARTICLE 12: AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
ARTICLE 13: PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
Bylaws
of
The San Francisco Bay Chapter
of the
National Speleological Society
a California Public Benefit Corporation
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the San Francisco Bay Chapter of the National Speleological Society, hereinafter referred to as the SFBC, for the transaction of its business is located in Santa Clara County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the SFBC’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:
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SECTION 3. OTHER OFFICES
The SFBC may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.
ARTICLE 2
PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of the SFBC shall be:
(a) to promote interest in and advance the study and science of speleology;
(b) to promote the conservation and protection of caves and karst resources;
(c) to provide education about speleology, cave conservation, and safe caving techniques;
(d) to serve as an Internal Organization of the National Speleological Society, also referred to as the NSS.
These purposes shall be achieved through a variety of activities, including, but not limited to, monthly meetings for the presentation of scientific and educational materials, periodic training classes in the techniques of speleology, regular field trips for the exploration and study of caves, the publication of the SFBC Newsletter, and occasional special purpose classes for the benefit of the public.
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER & QUALIFICATIONS
The SFBC shall have five (5) directors, each of whom shall also serve as an officer. Each director shall be referred to as a Director/Officer and collectively they shall be known as the Board of Directors. Each Director/Officer must be a Regular Member of the SFBC as defined in Article 6, Section 2 of these Bylaws.
SECTION 2. POWERS & DUTIES
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, and to the approval of the membership, the Board of Directors shall conduct the activities and affairs and exercise all corporate powers of the SFBC. The Board shall have the power to and and it shall be their duty to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these bylaws.
(b) Establish policies and procedures to govern the activities of the SFBC;
(c) Appoint, supervise, remove, and, except as otherwise provided in these Bylaws, prescribe the duties of all agents of the SFBC and delegate to such agents such authority as they may deem necessary or desirable;
(d) Establish qualifications for participation in SFBC activities;
(e) Meet at such times and places as required by these Bylaws;
(f) Register their addresses and phone numbers with the Secretary of the SFBC, which addresses and phone numbers shall be the official address for all legal notices and proceedings;
(g) Perform any and all duties imposed on the specific office to which the Director/Officer was elected, as delineated in Article 5 of these Bylaws;
(h) Appoint committees to perform such specific functions as they may deem necessary or desirable;
(i) Perform any and all other functions which they may deem necessary or desirable in the achieving the objectives and purposes of the SFBC.
SECTION 3. TERMS OF OFFICE
Each Director/Officer shall be elected for a term of one fiscal year. In the event that a successor Director/Officer has not been duly elected at the end of the fiscal year, the outgoing Director/Officer shall continue to serve until such Director/Officer is elected. There is no limit on the number of times a director may be reelected.
SECTION 4. COMPENSATION
All Director/Officers, subordinate officers and other agents of the SFBC, are unpaid volunteers and shall serve without compensation. They shall, however, be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as Director/Officers or other agent of the SFBC.
SECTION 5. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law.
SECTION 6. VACANCIES
Vacancies on the Board of Directors shall exist on the death, resignation or removal of any Director/Officer, and whenever the number of authorized Director/Officers is increased.
The Board of Directors may declare vacant the office of a Director/Officer who has been declared of unsound mind, convicted of a felony, or found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.
Director/Officers may be removed without cause by a majority of all members, or, by 2/3 of the members present at a membership meeting at which a quorum is present, providing that notice of the impending action against said director shall have been given to the membership, in accordance with the provisions of Article 7, Section 4 of these Bylaws.
Any Director/Officer may resign by giving written notice to the Board of Directors. Such Resignation will be effective immediately, unless the notice specifies a specific time for the effectiveness of such resignation. No Director/Officer may resign if the SFBC would then be left without at least one duly elected Director/Officer in charge of its affairs, except upon notice to the Attorney General.
A single vacancy on the board may be filled by the approval of three (3) of the four (4) remaining Director/Officers. In the event of multiple vacancies, the Board shall call a special membership meeting for the purpose of nominating and electing replacement Director/Officers. This special meeting may coincide with a regular membership meeting. The election of the replacement Director/Officers shall be accordance with Article 8, Section 4 of these Bylaws.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 7. NON-LIABILITY OF DIRECTORS
The Director/Officers, Subordinate Officers, and duly appointed agents of the SFBC shall not be personally liable for the debts, liabilities, or other obligations of the SFBC.
SECTION 8. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a Director/Officer, or other agent of the SFBC has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the SFBC, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the SFBC but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.
SECTION 9. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Director/Officer or other agent of the SFBC against any liability other than for violating provisions of law relating 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 provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 4
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. Any meeting not held at such designated location shall be valid only if all directors have been duly notified and have agreed to such meeting. The Board of Directors may conduct meetings telephonically or through internet applications, as long as all directors participating in the meeting can communicate with one another and all other requirements are satisfied. All such directors shall be deemed to be present in person at such a meeting. .
SECTION 2. REGULAR MEETINGS
Regular meetings of Director/Officers shall be held on the second (2nd) Tuesday of each month except December, at a time to be set by the Board of Directors. Any regular meeting may be canceled or rescheduled by resolution of the Board. Under no circumstances may two consecutive regular meetings be canceled.
Members of the SFBC may attend all regular meetings of the Board of Directors.
SECTION 3. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by any Director/Officer, and such meeting shall be held at the time and place, within or without the State of California, designated by the person or persons calling the meeting.
SECTION 4. NOTICE OF MEETINGS
Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally or by telephone or telegraph. Adjourned meetings may be reconvened with one (1) day’s notice.
Said notice shall include the date, time and location of the meeting. In the event that all Director/Officers agree to the date, time and location of a special or reconvened meeting, such meeting may be held without the above mentioned advanced notice.
SECTION 5. QUORUM FOR MEETINGS
A quorum shall consist of three (3) Director/Officers.
No business shall be considered by the Board at any meeting at which a quorum is not present.
The Director/Officers present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Director/Officers from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting.
SECTION 6. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson or in his or her absence, by the Vice Chairperson, or in his or her absence, by the Treasurer. The Secretary of the SFBC shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by informal laws of common courtesy, except that any Director/Officer may at any time, invoke the use Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of the SFBC, or with provisions of law.
SECTION 7. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Director/Officers present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 8. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
The Board of Directors may take any permitted action without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section only, “all members of the board” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the Board and with any certificate or other document filed under any provision of law which relates to action so taken.
SECTION 9: POWER OF THE MEMBERSHIP TO OVERRULE
Any Act of the Board of Directors may be reviewed, and subsequently overruled by the membership in accordance with Article 6, Section 1, item (f) of these Bylaws.
Such a review shall be initiated by the membership, and in the absence of a request to review, the acts of the Board are not subject to membership approval.
ARTICLE 5
OFFICERS
SECTION 1. DIRECTORS AS OFFICERS
Each Director/Officer of the SFBC shall be elected to a specific office. These officers are Chairperson, Vice Chairperson, Secretary, Treasurer (Chief Financial Officer), and Newsletter Editor.
Apart from the specific duties of an Officer enumerated in this article, there shall be no distinction between Officers and Directors, and all provisions of these Bylaws pertaining to Directors shall apply equally to Officers. These provisions include, but are not limited to, those pertaining to the qualifications , election, removal, resignation of Directors and the filling of vacancies.
No Director/Officer shall hold more than one office at a time.
SECTION 2. DUTIES OF Chairperson
The Chairperson shall be the chief executive officer of the SFBC and shall supervise and control its affairs.
The Chairperson shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
The Chairperson shall preside at all meetings of the Board of Directors and at all membership meetings.
The Chairperson shall be responsible for preparing the Annual Report.
The Chairperson shall provide for program at the monthly membership meetings.
SECTION 3. DUTIES OF VICE Chairperson
The Vice Chairperson shall be the chief training and safety officer for the SFBC, and shall provide for a regular program of training activities.
The Vice Chairperson shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
In the absence of the Chairperson, the Vice Chairperson shall perform all the duties of the Chairperson, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chairperson.
SECTION 4. DUTIES OF SECRETARY
The Secretary shall be the chief recorder of all official SFBC business, and shall maintain at his or her official address, or at such other place as the Board may determine, all official records referred to in this Section of the Bylaws, and such additional records as the Board may designate.
The Secretary shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
The Secretary shall maintain a copy of the Articles of Incorporation and these Bylaws as amended or otherwise altered to date.
The Secretary shall maintain a book of minutes of all meetings in accordance with Article 10 Section 1 Subsection (a) of these Bylaws.
The Secretary shall maintain the membership book specified in Article 10 Section 1 subsection (c) of these Bylaws.
The Secretary shall make all records for which he or she is responsible available in accordance with Article 10 Sections 3 & 4 of these Bylaws.
The Secretary shall see that notices of all meetings and proceedings are duly given in accordance with the provisions of these Bylaws or as required by law.
SECTION 5. DUTIES OF THE TREASURER
The Treasurer shall be the Chief Financial Officer of the SFBC and subject to Article 9 of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” shall have charge and custody of, and be responsible for, all funds and securities of the corporation.
The Treasurer shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
The Treasurer shall receive, and give receipt for, monies due and payable to the SFBC from any source whatsoever.
The Treasurer shall disburse the funds of the SFBC as may be directed by the Board of Directors.
The Treasurer shall keep and maintain adequate and correct accounts of the SFBC’s properties and business transactions for the current year, including accounts of its assets, liabilities, receipts, disbursements, gains and losses and shall make theses records available for inspection in accordance with Article 10 Sections 3 & 4 of these Bylaws.
The Treasurer shall present a monthly treasurer’s report at each meeting of the Board and shall make the same available for discussion at all regular Membership meetings.
The Treasurer shall prepare and certify the financial statements to be included in the Annual Report, all tax forms required to be filed by the IRS or state of California and any other reports which shall be required from time to time by the Board of Directors.
SECTION 6. DUTIES OF THE EDITOR
The Editor shall be responsible for producing and distributing a newsletter, titled the SFBC Newsletter, which shall be the official instrument for communications between and among the Board of Directors, the membership, and such other parties as may share interest in the purposes and objectives of the SFBC.
The Editor shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
The SFBC Newsletter shall include timely notice of all meetings of either the Board of Directors or the Membership, schedules for all SFBC activities, and the names and phone numbers of all Director/Officers.
The Editor shall solicit and, at his or her discretion, publish in the SFBC Newsletter such other material as may further the objectives and purposes of the SFBC and be of general interest to the membership.
The Editor may submit material published in the SFBC Newsletter for reprinting in other journals which serve to further the objectives and purposes of the SFBC. These other journals shall include, but are not limited to, the NSS News and the California Caver.
SECTION 7. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. Such Officers shall include, but are not limited to trip leaders, a librarian and an equipment Chairperson.
ARTICLE 6
MEMBERS
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
The SFBC shall have two classes of members, which shall be named Regular Members and Associate Members. No person shall hold more than one membership in the SFBC.
Only Regular Members shall have voting rights.
Apart from voting rights all members shall have the same rights, privileges, restrictions and conditions. These rights shall include, but are not limited to,
(a) Subscriptions to the SFBC Newsletter and membership in the Western Region of the NSS;
(b) Full participation in all discussions of SFBC affairs;
(c) Participation in SFBC activities, subject to qualification set by the Board of Directors or trip leader;
(d) The use of SFBC equipment, subject to conditions set by Board of Directors;
(e) The right to submit issues for consideration by the Board of Directors;
(f) The right to review all actions of the Board and, at a regular or special membership meeting, to overrule any such action by a 2/3 majority of the Regular Members present.
SECTION 2. QUALIFICATIONS OF MEMBERS
Regular Members of the SFBC must be voting members of the NSS.
Regular and Associate Members of the SFBC must agree to abide by the Bylaws of the SFBC and to refrain from conduct detrimental to the interests of the NSS and the SFBC.
Any person who meets the above requirements shall become a member of the SFBC upon payment of dues. The SFBC does not discriminate on the basis of race, creed, sex, age, gender, national origin or sexual orientation.
Upon adoption of these Bylaws, all members of the the unincorporated association known as the San Francisco Bay Chapter of the National Speleological Society, shall become members of the corporation known as the San Francisco Bay Chapter of the National Speleological Society.
SECTION 3. CHANGE OF MEMBERSHIP CLASS
Any Associate Member of the SFBC who subsequently becomes a member of the NSS shall immediately become a Regular Member of the SFBC.
SECTION 4. FEES, DUES AND ASSESSMENTS
There is no application fee for membership in the SFBC.
Dues for membership in the SFBC shall be set by the Board of Directors.
Memberships are non-transferable and non-assessable.
SECTION 5. NONLIABILITY OF MEMBERS
A member of the SFBC is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
SECTION 6. GROUNDS FOR TERMINATION OF MEMBERSHIP
The membership of a Regular or Associate Member shall terminate upon the occurrence of any of the following events:
(a) Upon his or her notice of resignation delivered to the Chairperson or Secretary of the SFBC.
(b) Upon a failure to renew his or her membership by paying dues on or before an overdue dues deadline to be set by the Board. Prior to termination, the member shall receive notice, in the SFBC Newsletter, that his or her membership will be terminated unless dues are received by such deadline.
(c) Upon a determination by the Board of Directors and subsequent validation by the membership in accordance with Section 7 of this Article, that the member has engaged in conduct materially and seriously prejudicial to the interests of the NSS and the SFBC.
SECTION 7. PROCEDURE FOR EXPULSION OF A MEMBER
Should the Board of Directors find that there exist probable grounds, under subparagraph (a)(2) of this section, for the expulsion of a member, hereinafter referred to as the accused, the following procedure shall be implemented:
(a) A notice shall be sent to the accused by first-class or registered mail stating that the Board has determined that grounds for expulsion exist, enumerating those ground, and describing the procedures to be followed. Such notice shall set the date time and place for a hearing on the proposed expulsion, and shall be sent at least thirty (30) days before said hearing.
(b) A membership shall be notified, in the SFBC Newsletter, of the proposed expulsion, the reasons therefore and the date, time and place of the hearing. The accused shall be given an opportunity to include a written response with this notice.
(c) The accused shall be given an opportunity to be heard, either orally or in writing, at a hearing, to be held at a Regular Membership Meeting in accordance with the quorum and voting rules set forth in these Bylaws.
(d) At the conclusion of the hearing, the members shall decide whether or not the member should in fact be expelled. A 3/4 majority vote of the Regular Members present shall be required to validate the expulsion. In the absence of a vote to expel, a 3/4 majority vote of the Regular Members present may vote to impose some lesser form of sanction. The decision of the membership shall be effective immediately and shall be final.
(e) All rights of a member of the SFBC shall cease on expulsion as herein provided, except that said person shall receive a prorated refund of dues already paid.
ARTICLE 7
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
Membership Meetings shall be held at such place or places within or without the State of California as may be designated from time to time by the Board.
SECTION 2. ANNUAL AND REGULAR MEETINGS
The members shall meet annually on the fourth Tuesday of November, at 7:30 PM, for the purpose of electing Director/Officers.
The members shall meet monthly, on the fourth Tuesday of each month except December, at 7:30 PM, for the purpose of transacting other business as may come before the meeting.
If the day fixed for any meeting falls on a legal holiday or presents some other significant conflict, the Board of Directors may designate an alternate date for such meeting. The membership must be notified of the change at least two weeks prior to the earlier of the original and new meeting dates.
SECTION 3. SPECIAL MEETINGS OF MEMBERS
A special meeting of the members may be called by the Board of Directors at their discretion, and must be called by them not less than ten (10) days nor more than twenty (20) days after receiving a petition requesting such special meeting and signed by twenty five percent (25%) or more of the members.
SECTION 4. NOTICE OF MEETINGS
Written notice of all membership meetings shall be given in the SFBC Newsletter, or in the event of a special meeting by first class mail not less than 5 days before the meeting. The notice shall state the place, date, and time of the meeting and, in the case of a special meeting, the general nature of the business to be transacted.
SECTION 5. QUORUM FOR MEETINGS
A quorum shall consist of one third (1/3) of the Regular (voting) Members of the SFBC present in person or represented by absentee ballot.
In the absence of a quorum, the SFBC may transact such business as the Board of Directors and members deem appropriate, except that no vote may be taken concerning the amendment of the Articles of Incorporation or Bylaws, the removal or election of Director/Officers, or the dissolution of the SFBC.
SECTION 6. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the Chairperson or, in his or her absence, by the Vice Chairperson or, in the absence of all of both these persons, by any of the other Directors who are present. Should no member of the Board of Directors be present, a majority of the voting members present may select a temporary presiding officer. The Secretary of the SFBC shall act as Secretary of all membership meetings , provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary.
Meetings shall be governed by informal laws of common courtesy, except that the Regular Members may at any time, by a simple majority vote, invoke the use Robert’s Rules of Order.
SECTION 7. VOTING RIGHTS
Each Regular Member of the SFBC is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote unless a ballot vote is required by other provisions of these bylaws or is requested by a majority of Regular Members present at the time of the vote.
SECTION 8. RECORD DATE FOR MEETINGS
The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be fixed pursuant to Section 5611 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 8
ELECTION OF DIRECTOR/OFFICERS
SECTION 1. NOMINATION PROCEDURES
Nominations for Director/Officers can be made in person at the October and November Members Meetings, or by written request to the Chairperson or Secretary of the SFBC, prior to the November Members Meeting. Any Regular Member of the SFBC may nominate any qualified member for Director/Officer.
SECTION 2. CAMPAIGN RIGHTS
Each candidate for Director/Officer may place a campaign statement in the November SFBC Newsletter by providing the Editor with such statement no later than the November Directors Meeting. The editor may accept statements after that date at his or her discretion.
Each candidate for Director/Officer shall have an opportunity to speak to the assembled membership prior to the actual voting at the annual meeting.
SECTION 3. ABSENTEE BALLOTS
Regular Members may request an absentee ballot from the Secretary. All Absentee ballots must be in the possession of the Board of Directors prior to the election. For purposes of determining a quorum, Regular Members submitting absentee ballots in accordance with these bylaws shall be deemed to be present in absentia.
SECTION 4. ELECTION PROCEDURES
Only Regular Members of the SFBC are entitled to vote for Director/Officers.
All voting for Director/Officers shall be by secret ballot. Prior to beginning to vote, the Chairperson shall appoint an election committee to collect and count the ballots, and to announce the results. No member of this committee shall be a candidate for Director/Officer.
The election of each Director/Officer shall proceed separately, and the results of each election shall be announced prior to beginning the next. The sequence of elections for this purpose shall be Chairperson, Vice Chairperson, Secretary, Treasurer, Editor. Nomination for Director/Officer may be reopened between each election.
Providing that a quorum is present, election of each Director/Officer shall be by simple majority of the Regular Members voting. In the event that no candidate receives a simple majority, a runoff election between the top two candidates shall be held immediately.
In the event that a quorum is not present at the Annual Meeting, the Board shall call a special election meeting to be held at the earliest reasonable date.
ARTICLE 9
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or agent of the SFBC to enter into any contract or execute and deliver any instrument in the name of and on behalf of the SFBC. Unless so authorized, no officer or agent shall have any power or authority to bind the SFBC by any contract or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or the Chairperson of the SFBC.
SECTION 3. DEPOSITS
All funds of the SFBC shall be deposited to the credit of the SFBC in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the SFBC any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
ARTICLE 10
CORPORATE RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The SFBC shall keep at its principal office in the State of California, or in such other locations as the Board of Directors may authorize:
(a) Minutes of all Board of Director meetings and of all Membership Meetings, indicating the time and place, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct accounts of the SFBC’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(c) A Membership Book containing the name, address, and the class of membership for each member and the termination date, if any, of such membership; his Membership book shall not be used, in whole or part, by any person for any purpose not reasonably related to a member’s interest as a member.
(d) A copy of the SFBC Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, of the SFBC.
SECTION 2. ANNUAL REPORT
The Chairperson for the year of record, with the assistance of the Treasurer, shall produce an annual report not later than forty five (45) days after the close of the SFBC’s fiscal year. This report shall be printed in the March SFBC Newsletter and a copy shall be sent to the NSS. This report shall include:
(a) The assets and liabilities, and the principal changes in them;
(b) The revenues and receipts, for both unrestricted and restricted purposes;
(c) The expenses and disbursements, for both general and restricted purposes;
(d) All information required by the NSS in annual reports from its internal organizations.
In the event that any Director/Officer of the SFBC had direct or indirect material financial interest in any transaction entered into by either the SFBC or the NSS during the fiscal year, and in the event that the aggregate value of all such transactions involving that director/officer are in excess of $10,000, then the Annual Report shall contain a detailed statement describing such transactions.
SECTION 3. DIRECTORS’ INSPECTION RIGHTS
Every Director Officer 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 SFBC.
SECTION 4. MEMBERS’ INSPECTION RIGHTS
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
(a) To request a mailing list showing the name, address and membership category of all current members. Copies of this list shall be available at all members meetings.
(b) To inspect, by special arrangement, and copy financial records and minutes of all meetings.
ARTICLE 11
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on January 1 and end on (the) December 31 in each year.
ARTICLE 12
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Articles of Incorporation and Bylaws of public benefit nonprofit corporations, the Articles of Incorporation and these Bylaws may be amended, as follows:
(a) The Articles of Incorporation may only be amended by a vote of the membership as provided in Section 2 of this Article .
(b) Articles 1, 3, 6, 8, and 12 of these Bylaws may only be amended by a vote of the membership as provided in Section 2 of this Article.
(c) All other Articles of these Bylaws may be amended by majority vote of the Board of Directors, as provided in Section 3 of this Article, or by the membership as provided in Section 2 of the Article.
(d) All amendments to these Bylaws are subject to the approval of the NSS and will be deemed null and void if notice of formal disapproval is received from the NSS.
SECTION 2. AMENDMENT BY THE MEMBERSHIP
Amendments subject to membership approval under Section 1 of this Article shall be presented in writing at a regular membership meeting one month prior to the membership meeting at which the vote is to be taken; shall be published in the SFBC Newsletter prior to voting; and shall be adopted only by 3/4 majority vote of all Regular Members present, provided that a quorum is present.
SECTION 3. AMENDMENT BY THE BOARD OF DIRECTORS
The Board of Directors may, by majority vote, amend any Article of these Bylaws so permitted in Section 1 of this Article. Any amendments made in this manner shall be published in the next issue of the SFBC Newsletter and validated by a simple majority of the full members present at the next membership meeting.
Failing a vote to validate, the proposed amendment shall be deemed to have been duly submitted to the membership in accordance with Section 2 of this Article, and shall be subject to a vote of the membership, in accordance with Section 2, at the following Membership Meeting, The Board and all members of the SFBC shall have the opportunity to provide arguments both in favor of and opposed to the amendment in the SFBC Newsletter.
ARTICLE 13
PROHIBITION AGAINST SHARING
CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITIONS
No member, director, officer, or other person connected with the SFBC or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the SFBC, provided however, that this provision shall not prevent the Board of Directors from authorizing payment to any such person or reasonable compensation for services performed for the SFBC in effecting any of its public or charitable purposes.
All members of the SFBC and all other persons connected with the SFBC shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the SFBC, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial directors in the Articles of Incorporation of the San Francisco Bay Chapter of the National Speleological Society, a California nonprofit corporation, and, whereas these Bylaws have been submitted to and approved by the membership of the former unincorporated association of the same name, we do hereby adopt the foregoing Bylaws, consisting of 15 pages, as the Bylaws of this corporation.
Dated: 2/11/92
____________________ (Steve Ruble, Director/Chairperson)
____________________ (Cindy Heazlit, Director/Vice Chairperson)
____________________ (Regan Barry, Director/Secretary)
____________________ (Rick Niemi, Director/Treasurer)
____________________ (Dave Lemberg, Director/Editor)
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were approved by the membership of the predecessor unincorporated association of the same name, and subsequently duly adopted by the Board of Directors of said corporation on the date set forth below.
Dated: 2/11/92 ___________________________ (Regan Barry, Secretary)