Corporate Bylaws: The Threshold Society, Inc.
Last Modified: Mar 15, 2011
Article I: Offices
Section 1.01 – The principal office of the Corporation for its transaction of business is located in the City of Los Angeles, County of Los Angeles, California.
Change of Address
Section 1.02 – The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another in the Counties of Los Angeles, Orange, Ventura or Santa Barbara, California. Any such change shall be noted by the Recording Secretary in these Bylaws, but shall not be considered an amendment of these Bylaws.
Article II: Members
Classification of Members
Section 2.01 – The Corporation shall have one (1) class of Members only, and each Member shall have equal voting and other rights. No person shall have more than one (1) Membership in the Corporation.
Eligibility for Membership
Section 2.02 – Any natural person is eligible to be a Member of the Corporation, except that, no such natural person shall be eligible for Membership unless he or she is over the age of eighteen (18) years. The Board of Directors or the Members may, from time to time, set forth additional eligibility requirements for Membership, provided that Membership shall not be refused because of an applicant’s race sex, gender, sexual orientation, relationship / marital status, physical disability, HIV status or age (provided the applicant is at least 18 years of age) or any other forms of discrimination not allowed by California State law.
Qualification of Members
Section 2.03 – Any natural person eligible for Membership under Section 2.02. of these Bylaws is qualified for Membership only after such person has satisfied the following qualifications: (A) Attendance at one (1) or more orientation/education sessions, in such form and manner as determined, from time-to-time, by resolution of The Board of Directions; and (B) an agreement in writing to: keep and hold the names and addresses of the Members in strictest confidence; not to sell, transfer, disclose, disseminate or otherwise use the names and addresses of the Members for any commercial or other purpose or reason that is not directly related to the express purposes and good of the Corporation or to the Member’s interest in the Corporation; and to keep and abide by the Corporation’s Bylaws and all rules and regulations adopted by the Board of Directors.
Admission to Membership
Section 2.04 – Any natural person, eligible for Membership under Section 2.01. of these Bylaws and qualified for Membership under Section 2.03. of these Bylaws, shall be admitted to Membership only on the approval of the Board of Directors or a Membership Committee duly authorized, by resolution, to admit Members, upon receipt of a written application submitted by such person in such form and in such manner as shall be prescribed by the Board of Directors, and on the payment of the first year’s annual dues as specified in Section 2.05. of these Bylaws. Any previous Member, whose membership has become inactive due to non-payment of dues and has remained inactive for a period of two (2) years or more, shall be treated as a new member for the purposes of these bylaws
Section 2.05 – The annual dues payable to the Corporation by Members shall be in such amounts as shall be determined by resolution of the Board of Directors, but in no event shall the annual dues exceed the amount of $100.00 per Member. Dues shall be payable for the first year on admission to Membership and annually thereafter at such time or times as may be fixed by the Board of Directors. A Member, on learning of the amount of dues determined by the Board of Directors and the time or times of payment fixed by the Board of Directors, may avoid liability for the dues by promptly resigning from Membership, except where the Member is, by contract or otherwise, liable for the dues.
Section 2.06 – Memberships shall be non-assessable.
Number of Members
Section 2.07 – There shall be no limit on the number of Members the Corporation may admit.
Section 2.08 – The Corporation shall keep in written form, or in any form capable of being converted into written form, a Membership book or data-base containing the name, address, of each Member. The book shall also contain the fact of termination and the date on which such Membership ceased. Such book shall be kept at the principal office or the Corporation and shall be subject to the rights of inspection required by law as set forth in Section 2.09. of these Bylaws.
Inspection Rights of Members Demand
(a) Subject to the Corporation’s right to set aside a demand for inspection pursuant to Section 8331 of the Corporations Code and the power of the court to limit inspection rights pursuant to Section 8332 of the Corporations Code, and unless the Corporation provides a reasonable alternative as permitted by Section 2.09. (c) of these Bylaws, a Member satisfying the qualifications set forth hereinafter may do either or both of the following:
- Inspect and copy the record of all the Members’ names, addresses, and voting rights, at reasonable times, on five (5) business days’ prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested; or
- Obtain from the Secretary of the Corporation, on written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those Members entitled to vote for the election of Directors, as of the most recent record date for which it has been complied or as of the date of demand. The demand shall state the purpose for which the list is requested. The Membership list shall be available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date of which the list is to be complied.
Members Permitted to Exercise Rights of Inspection
(b) The rights of inspection set forth in Section 2.09. (a) of these Bylaws may be exercised by the following:
- Any Member, for a purpose reasonably related to such person’s interest as a Member; and
- The authorized number of Members for a purpose reasonably related to the Members’ interest as Members.
Alternative Method of Achieving Purpose
(c) The Corporation may, within ten (10) business days after receiving a demand pursuant to Section 2.09. (a) of these Bylaws, deliver to the person or persons making the demand a written offer of an alternative method of achieving the purpose identified in said demand without providing access to or a copy of the Membership list. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made pursuant to Section 2.09. (a) of these Bylaws shall be deemed reasonable, unless within a reasonable time after acceptance of the offer, the Corporation fails to do those things which it offered to do. Any rejection of the offer shall be in writing and shall indicate the reasons the alternative proposed by the Corporation does not meet the proper purpose of the demand made pursuant to Section 2.09. (a) of these Bylaws.
Certificates of Membership
Section 2.10 – The Corporation shall not issue Membership certificates, however, the Corporation reserves the right to issue Membership cards or similar devices to Members which serve to identify Members qualifying to use the facilities or services of the Corporation.
Non-Liability of Members
Section 2.11 – A Member of the Corporation shall not solely because of such Membership be personally liable for the debts, obligations, or liabilities of the Corporation.
Transferability of membership.
Section 2.12 – Neither the Membership in the Corporation nor any rights in the Membership may be transferred for value or otherwise.
Termination of Membership:
(a) The Membership and all rights of Membership shall automatically terminate on the occurrence of any of the following causes:
- The voluntary resignation of a Member with notice as prescribed by Section 2.13 (b) of these Bylaws;
- Where a Membership is issued for a period of time, the expiration of such period of time;
- The death of a Member;
- The dissolution of a corporate Member;
- The non-payment of dues; and
- A failure to abide by the Corporation’s Bylaws or any rules or regulations adopted by the Board of Directors, upon a finding of any such failure by the Board of Directors at any regular or special meeting of the Board of Directors, held in accordance with the provisions of Section 2.13. (d) of these Bylaws.
(b) The Membership of any Member of the Corporation shall automatically terminate on such Member’s written request for such termination delivered to the President or Secretary of the Corporation personally or deposited in United States (first class) mail, postage prepaid.
Non-payment of Dues
(c) The Membership of any Member who fails to pay his, her, or its dues when due.
Failure to abide by bylaws or rules or regulations
(d) Failure to abide by bylaws or rules or regulations
The Membership of any Member who fails to abide by the Bylaws or any rule or regulation adopted by the Board of Directors shall automatically terminate thirty (30) days after any such failure, provided such Member was given a fifteen (15) day prior written notice of the termination of Membership stating the reasons therefore, and a timely opportunity to be ‘heard on the matter of the termination. The notice shall be given personally to such Member or sent by first class mail to the last address of such Member as shown on the records of the Corporation. The opportunity to be heard may, at the election of such Member, be oral or in writing and shall occur not less than five (5) days before the effective date of the termination. The hearing shall be conducted at the principal office of the Corporation by the Board of Directors and the Secretary of the Corporation should the Secretary not be a Board member.
The Board of Directors shall conduct the hearing in good faith and in a fair and reasonable manner. Members accused of a violation of the rules shall be accorded due process including the right to be informed of the nature and cause of the accusation; to be confronted by ones accusers and such witnesses as there may be and to question them; to have witnesses in ones favor; to speak in one’s own defense or choose another member to conduct their defense. The Board of Directors shall have the exclusive power and authority to decide that the proposed termination, suspension or other disciplinary measure not take place. A fine may not be assessed as a part of any disciplinary action.
- Read the charges against the subject Member;
- Require that the charges be verified by the testimony of the person or persons making them;
- Hear any other witnesses against the subject matter;
- Allow the subject Member to cross-examine each witness following the testimony of that witness;
- Allow the subject Member to make a statement in his or her own behalf;
- Allow the subject Member to call witnesses in his or her own behalf; and
- Allow the Members of the committee conducting the hearing to question the witnesses after they have been questioned by the subject Member.
- Maintain Member confidentiality by using Member Number rather than Member Name or Legal name.
The committee conducting the hearing shall conduct the hearing in good faith and in a fair and reasonable manner. The committee shall have the exclusive power and authority to decide that the proposed termination should or should not take place, or if further actions such as suspension / warning, etc is merited. Judgment of the committee is final and binding.
Effect of termination
(e) All rights of a Member in the Corporation and in its property shall cease on the termination of such Member’s Membership. Termination shall not relieve the Member from any obligation for charges incurred, services or benefits rendered, dues, or fees, or arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation or obtain damages for its breach.
Article III: Meetings of Members
Section 3.00 – Meetings of Members shall be held at the principal office of the Corporation or at such other location within the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 3.01 – The Members shall meet annually on the first Sunday of May in each year beginning with the year 2010 at 8:00 p.m. for the purpose of transacting such proper business as may come before the meeting, including the election of Directors by written ballot for such terms as are fixed in Section 4.03 of these Bylaws. If the election of Directors shall not occur at any such meeting of the Members, or alternatively, without a meeting by written ballot pursuant to Section 3.11. of these Bylaws, the Board shall, or five (5) percent of the Members may, cause the election of Directors to be held at a special meeting of Members called and held as soon as it is reasonably possible after the adjournment of the regular meeting of the Members. If the day fixed for the regular meeting of Members falls on a legal holiday, such meeting shall be held at the same hour and place on the next succeeding Sunday.
Monthly or Special meetings
Section 3.02 – Monthly or Special meetings of Members shall be called by the Board of Directors, or the Chairman of the Board, or the President of the Corporation and held at such place within the State of California as if fixed in Section 3.01. of these Bylaws for regular meetings of Members, or at such times and places within the State of California as may be ordered by resolution of the Board of Directors or by twenty (20%) percent of the Members of the Corporation. Twenty (20%) percent or more of the Members of the Corporation may call special meetings for any lawful purpose.
Section 3.03 – Monthly meetings of the Board and Members shall be held on the first Sunday of every month except May wherein club business is conducted with Member participation. Agenda items will include, but are not limited to, the following:
a. Reading and ratification of previous month’s minutes
b. Review of all departments and reports
c. Reading and Ratification of the Financial Report
d. Old Business
e. New Business
f. Member’s Forum (2 minutes speaking limit unless granted longer by Board)
Notice of meetings
Section 3.04 – Written notice of every meeting of Members shall be either personally delivered or mailed by first class United States mail, postage pre-paid, or by publication in the newsletter, or by email, or by fax transmission, or by any combination of the above, thirty (30) days, before the date of the meeting to each Member who on the record date for notice of the meeting is entitled to vote thereat.
In the event given by mail or other means of written communication, the notice shall be addressed to the Member at the address of such Member appearing on the books of the Corporation or at the address given by the Member to the Corporation for the purpose of notice. Where no such address appears or is given, notice shall be given at the principal office of the Corporation. The Secretary, or Assistant Secretary of the Corporation, or any transfer agent specially designated by the Secretary, or Assistant Secretary for the purpose herein mentioned, shall execute an affidavit of the giving of the notice of the meeting of Members. In the case of a specially called meeting of Members, notice that a meeting will be held at a time requested by the person or persons calling the meeting not less than thirty-five (35) days nor more than ninety (90) days after receipt of the written request from such person or persons by the Chairman of the Board or the President or Vice President or Secretary of the Corporation shall be sent to the Members forthwith and in any event within twenty (20) days after the request was received.
No meeting of Members may be adjourned more than 45 days. If a meeting is adjourned to another time or place, and thereafter a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member of record who, on the record date for notice of the meeting is entitled to vote at the meeting.
Contents of notice
Section 3.05 – Potential agenda items may be published in Submissions prior to monthly business meetings. The notice shall state the place, date, and time of meeting. (In the case of regular meetings, the notice shall state those matters which the Board of Directors, at the time the notice is given, intends to present for action by the Members). The notice of any meeting at which Directors are to be elected shall include the names of all those who are nominees at the time the notice is given to the Members.
Waivers, consents, and approvals
Section 3.06 – The transactions of any meeting of Members, however called and noticed, and wherever held, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 3.07 – A quorum at any meeting of Members shall consist of a majority of the voting power, represented in person at the meeting (or by proxy). For purposes of General Elections, and for purposes of this bylaw, “voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote on the happening of some condition or event which has not yet occurred, or on specific resolutions raised by the Board and seconded in monthly meetings. A quorum at any meeting of Board of Directors shall consist of a 51% majority of the voting power of the Board of Directors, represented in person at the meeting.
Loss of quorum
Section 3.08 – The Members present at a duly called or 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 such action taken, other than adjournment, is approved by at least majority of Members required to constitute a quorum.
Adjournment for lack of quorum
Section 3.09 – In the absence of a quorum, any meeting of Members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted except as provided in Section 3.08. of these Bylaws.
Voting of membership
(a) Each Member is entitled to one vote on each matter submitted to a vote of the Members.
(c) Cumulative voting shall not be authorized for the election of directors or for any other purpose.
(d) Members entitled to vote, as set forth in Section 3.10.
Per these Bylaws, members shall have the right to vote either in person or by a written proxy executed by such person or his or her duly authorized agent, and filed with the Secretary of the Corporation, except as otherwise expressly provided in (the Articles of Incorporation of this Corporation or in) these Bylaws, provided, however, that a proxy shall not be valid after the expiration of three (3) months from the date thereof unless otherwise provided in the proxy. The maximum term of any proxy shall be six (6) months from the date of its execution. Proxy instruments shall be paper documents and bear the member number and “wet signature” of the person they represent. The signature name may be a pseudonym, if the pseudonym used is one that the person is know by regarding the membership and membership chair. Every proxy shall continue in full force and effect until revoked by the person executing it prior to the vote pursuant there to or its natural expiration date. A member may rescind their proxy at any time before a vote or election by notifying the Secretary of the Corporation in writing. Proxy instruments used for the annual election of the Board of Directors and Coordinator shall be valid no longer than three (3) months. Proxy instruments used for the annual election of the Board of Directors and Coordinator shall state the candidates name or pseudonym, if a pseudonym is used it must be one that the candidate is know by regarding the membership and membership chair. Election proxies expire the day following an annual election of the Board of Directors.
Action without meeting by written ballot
(a) Subject to the limitations specified in Section 3.11. (b) of these Bylaws any action which may be taken at any regular or special meeting of Members may be taken without a meeting provided there is satisfaction of the following ballot requirements:
- The Corporation distributes a written ballot to every Member entitled to vote on the matter;
- The 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;
- The number of votes cast by ballot with 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.
Limitations pertaining to election of directors
(b) Directors shall be elected by written ballot and cumulative voting is not authorized for the election of Directors.
Solicitation of ballots
(c) Ballots shall be solicited in a manner consistent with the requirements of giving notice of Members’ meetings set forth in Section 3.04. of these Bylaws and of voting by written ballot set forth in Section.3.11. (d) of these Bylaws. 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 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.
Voting by written ballot
(d) The form of written ballot distributed to all Members shall afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group or related matters intended, at the time the written ballot is distributed, to be acted by such written ballot. The form shall also provide, subject to reasonable specified conditions, that where the persons solicited specifies a choice with respect to any such matter, the vote must be cast in accordance therewith. In any election of Directors, any form of written ballot in which the Directors to be voted on are named therein as candidates and which is marked by a Member “withheld” or otherwise marked in a manner indicating that the authority to vote for the election of Directors is withheld shall not be voted either for or against the election of a Director.
Revocation of ballot
(e) A written ballot may not be revoked.
Conduct of meetings
(a) The President of the Corporation, (who may also be known as the “Coordinator”), or, in his or her absence, any other person chosen by a majority or the voting Members present in person or by proxy shall be Chairman of and shall preside over the meetings of the Members.
Secretary of meetings
(b) The Recording Secretary of the Corporation, shall act as the Secretary of all meetings of Members; provided that in his or her absence, the Chairman of the meetings of Members shall appoint another person to act as Recording Secretary of the meetings.
Rules of order
(c) The Robert’s Rules of Order, as may be amended from time to time, shall govern the meetings of Members insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the law, or rules governing agenda, motions, and related matters.
Inspectors of election
(a) In advance of any meeting of Members, the Board may appoint any persons, other than candidates for office, as inspectors of election to act at the meeting and any adjournment thereof. If the inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chairman of any meeting may, and on request of any Member or Member’s proxy must, appoint inspectors of election at the meeting. The number of inspectors shall be three (3).
(b) The inspectors of election shall perform the following duties:
Determine the number of voting Memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;
- Receive votes, ballots, or consents;
- Hear and determine all challenges and questions in any way arising in connection with the right to vote;
- Count and tabulate all votes and consents;
- Determine when the polls shall close;
- Determine the result; and
- Do such acts as may be proper to conduct the election or vote with fairness to all Members.
- Perform such actions as outlined in the association rules or regulations of the corporation, as consistent with the corporation’s by-laws
The inspectors shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical.
Vote of inspectors
(c) The decision, act, or certificate of a majority of the three (3) inspectors is effective in all respects as the decision, act, or certificate of all.
Report and certificate
(d) On request of the Chairman or any Member or Member’s proxy, the inspectors of election shall make a report in writing concerning the performance of their duties and execute a certificate of any fact found by them. Any report or certificate made by the inspectors shall be prima facie evidence of the fact stated therein.
Article IV: Directors
Section 4.01 – The Corporation shall have five (5) Directors. Collectively, the Directors shall be known as the Board of Directors. The Directors of the Corporation shall be a Chairman of the Board who shall also be the President, (who may also be known as the “Coordinator”), a Vice President, (who may also be known as the “Assistant Coordinator”), a Recording Secretary, a Corresponding Secretary, a Chief Financial Officer, and such other officers or assistant officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The President is the general manager and chief executive officer of the Corporation. The offices of Chairman of the Board and President (“Coordinator”) shall be held by the same person. All other offices must be held by different persons.
Section 4.02 – The Directors of the Corporation shall be residents of the State of California. With the exception of the initial Directors, the Directors shall also be Members of the Corporation.
Terms of office
Section 4.03 – Each Director shall hold office for a term of one year from the date of the Director’s election, and until the Director’s successor is elected and qualifies under Section 4.02. of these Bylaws. In the event a Director is removed at a special meeting of the Members called and held as prescribed by Section 3.03. of these Bylaws, the Director shall hold office until his or her removal and his or her successor is elected and qualifies and no longer.
Duties of directors
Job Descriptions for Board of Director duties is to be defined by association rules and may change over time. For the purposes of these ByLaws, the minimal duties must include:
- To run the business of Threshold as a governing body in compliance with the association rules and within the law as described in the California State Corporation Code and,
- Advocate for the Membership and its goals as their elected representatives and,
- Fulfill the necessary duties of opening and closing the club for events in a fair and reasonable manner.
Section 4.04 – Any person qualified to be a Director under Section 4.02. of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law. The date for the close of nominations for the board shall be at least 30(30) but not more than 60(60) days before the day the directors are to be elected. A nomination for the Board may not be made after the date set for close of nominations.
Section 4.05 – The Directors shall be elected by written ballot in accordance with the procedures these procedures: (a) Election process:
All candidates must be Members in good standing and with dues fully paid.
- Candidates run for a specific office – i.e., Coordinator runs for Coordinator, CFO for CFO, Assistant Coordinator for Assistant Coordinator, Secretary of the Corporation for Secretary of the Corporation. The fifth Board Member is an open, non-titled position.
- A majority of votes for each candidate in each office will decide who wins that office
- In the case of ties a separate run-off election will be conducted on the same date as the general election
- In the case of no votes going to candidates within a specific office, a temporary assignation of office will be allowed. The most votes to a candidate will signify that candidate as Coordinator. In the case of such an incomplete election, a second election will take place no later than 60 days from the general election.
- Members will be notified via the website and Submissions the status of the election (this will occur in the following month’s Submissions release)
- A second election will occur on the Business meeting following the announcement of an incomplete election in Submissions; this would be the 2nd meeting after the general election meeting
- In the case of a second incomplete election, the temporary Coordinator will assume the position for the year, and may select fellow Board members
(b) Candidacy Rules:
- Each candidate will be granted space on the Threshold Forum to lay out their campaigns and platforms
- Each candidate will be granted space on Submissions for statements up to 1200 words (including title) to lay out their campaigns and platforms
- No internal club business may be published outside of Threshold, its member’s only website (including the Forums) or outside of Submissions
- Threshold as an entity, its Board and Events chairs will not support financially or legally any candidacy
- Any costs associated with a candidate’s campaign is to be borne by the candidate themselves.
The ballots shall be counted and the votes tabulated at the annual meeting of the Members, in accordance with the procedures set forth in Section 3.13. of these Bylaws. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 4.02. of these Bylaws but a Director not be elected to more than three (3) consecutive terms.
Section 4.06 – The Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary out of pocket expenses incurred in attending meetings of the Board.
Call of meetings
(a) Meetings of the Board may be called by the Chairman of the Board or the President/Coordinator or by any three (3) Directors.
Place of meetings
(b) All meetings of the Board shall be held at the principal office of the Corporation as specified in Section 1.01. of these Bylaws or as changed from time to time as provided in Section 1.02. of these Bylaws, or at such other place or places as designated by the Board of Directors.
Time of regular meetings
(c) Regular meetings of the Board shall be held, without call or notice, on the first Sunday of each month, or on such other monthly date as determined by the Board of Directors, at the principal office of the Corporation, and at the principal office of the Corporation immediately following each annual meeting of the Members of the Corporation as set forth in Section 3.02.
(d) Special meetings of the Board may be called by the Chairman of the Board or by any three (3) Directors. Special meetings shall be held on four (4) days’ notice by first class mail, postage prepaid, or on forty-eight (48) hours notice delivered personally or by telephone or by e-mail. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at is commencement, the lack of such notice to such Director. All such waivers, consents, and approval shall be filed with the corporate records or made a part of the minutes of the meetings.
(e) A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
Transactions of board
(f) Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by a least a majority of the required quorum for such meeting.
Conduct of meetings
(g) The Chairman of the Board or, in his or her absence, any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Corporation or, in the Secretary’s absence, any person appointed by the presiding officer shall act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Members participating in such meeting can hear on another. Such participation shall constitute personal presence at the meeting.
(h) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time and place must be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment.
Action without meeting
Section 4.08 Any action required or permitted to be taken by the Board may be taken without a meeting, if all Members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.
Removal of directors
Removal for cause
(a) The Board may declare vacant the office of a Director on the occurrence of any of the following events:
- The Director has been declared of unsound mind by a final order of court;
- The Director has been convicted of a felony; or
- The Director has been found by a final order or judgment of any court to have breached duties imposed by Section 7238 of the Corporations Code on Directors who perform functions with respect to assets held in charitable trust; or
- The Director has failed to attend three (3) meetings of the Board.
- The Director has failed to reasonably fulfill the duties of the office of Director as determined by a 2/3 majority vote of the Board (Dereliction of Duty).
- The Director has a Vote of No Confidence or Dereliction of Duty is held against them at a monthly business meeting (See Vote of No Confidence, below).
Vote of no confidence
(b) Any or all of the Director(s) may be cited with a vote of no confidence by the Membership or fellow Board of Directors
- A formal letter of complaint against said Director(s) must be filed to the Board
- Citations as to why the complaint is lodged must be contained within the letter
- The letter is to be published on the Member’s Only side of the website, and in the next Submissions
- Accused Director(s) may offer a Rebuttal to be coincidentally published on the private website and Submissions
- A vote on the complaint of no confidence is held at the Board meeting following the publication of the Letter of Complaint
- A vote of no confidence may stand as removal for cause if so wished by the Board under dereliction of duties within 60 days of finding a vote of no confidence
Removal without cause
Any or all of the Directors may be removed without cause if, where the Corporation has fewer than fifty (50) Members, such removal shall be approved by a majority of all Members pursuant to Section 5033 of the Corporations Code; or where the Corporation has more than fifty (50) Members, such removal shall approved by the Members by written ballot pursuant to Section 5034 of the Corporations Code.
Resignation of director
(a) Any Director may resign effective on giving written notice to the Chairman of the Board of Directors, the President, the Secretary, or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Vacancies in the board
(a) Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the Members in any election to elect the full number of Directors authorized.
Filling vacancies by directors
(b) Except as otherwise provided in the Articles or these Bylaws and except for a vacancy created by the removal of a Director pursuant to Section 4.09. of these Bylaws, vacancies on the Board of Directors may be filled by approval of the Board of Directors, or, if the number of Directors then in office is less than a quorum, by
- the unanimous written consent of the Directors then in office;
- the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice of waivers of notice as provided in Section 4.07. (d) of these Bylaws; or
- a sole remaining Director.
Filling vacancies by members
(c) Vacancies created by removal of Directors shall be filled only by the approval of the Members within the meaning of Section 5034 of the Corporations Code. The Members may elect a Director at any time to fill any vacancy not filled by the Directors.
Article V: Officers
Number and titles
Section 5.01 – The officers of the Corporation shall be a Chairman of the Board who shall also be the President, (who may also be known as the “Coordinator”), a Vice President, (who may also be known as the “Assistant Coordinator”), a Recording Secretary, a Corresponding Secretary, a Chief Financial Officer, and such other officers or assistant officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. The President is the general manager and chief executive officer of the Corporation. The offices of Chairman of the Board and President (“Coordinator”) shall be held by the same person. All other offices must be held by different persons.
Appointment and resignation
Section 5.02 – The officers shall be chosen by and serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time on written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section 5.03 – The officers shall not be entitled to any compensation, except that they shall be allowed and paid their actual and necessary out of pocket expenses incurred in attending meetings of the Board. The Board can opt to offer reasonable compensation only in the form of reduced costs or free entry to events using coupons or other trackable means; such options can be drafted, voted upon, and ratified by a given administration per New Business rules during Board meetings. However, only Board of Directors are permitted to enter all Corporation events for free.
Article VI: Corporate Records, Reports, and Seal
Section 6.01 – The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its Members, Board, and committees of the Board. The Corporation shall also keep a record of its Members giving their names and addresses and the Membership held by each. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
Section 6.02 – The Corporation shall notify each Member yearly of the Member’s right to receive a financial report pursuant to Corporations Code Section 8321(a). Except where the Corporation does not have more than one hundred (100) Members or more than ten thousand dollars ($10,000.00) in assets at any time during the fiscal year, on the written request of a Member the Board shall promptly cause the most recent annual report to be sent to the requesting Member. The annual report shall be prepared not later than one hundred and twenty (120) days after the close of the Corporation’s fiscal year. The annual report shall contain in appropriate detail the following:
- a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year;
- a statement of the place where the names- and addresses of the current Members are located; and
- any information concerning certain transactions and indemnifications required by Corporations Code Section 8322. The annual report shall be accompanied by any report thereon of independent accountants or, if there is not such a report, the certificate of any authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.
Annual statement of certain transactions and indemnifications
Section 6.03 – The Corporation shall furnish annually to its Members a statement of any transaction or indemnification described in Corporations Code Section 8322(d) and (e), if such transaction or indemnification took place. Such annual statement shall be affixed to and sent with the annual report described in Section 6.02. of these Bylaws.
Section 6.04 – The Board of Directors shall adopt a corporate seal which shall be in the following form and design: two concentric circles with the name of the Corporation in one circle and the words and figures “INCORPORATED”, the date of incorporation, and the word “CALIFORNIA”. The Secretary of the Corporation shall have the custody of the seal and affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument.
Article VII: Adoption, Amendment, Revision or Repeal of Bylaws
Section 7.01 – Bylaws may be adopted, amended, revised or repealed by the Board of Directors only with approval of the Members (as set forth in Corporation Code Section 5034), subject to the provisions and restrictions contained in Corporations Code Section 7150.
(a) Process to change Bylaws is as follows:
- Each proposed Bylaw change, individually, is to be presented to Board in the New Business section of monthly meeting; proposal must be in writing, with a declaration as to the wording of the Bylaw (new adoption, change, or repeal of existing Bylaw) as well as an explanation of why the Bylaw addition or change is proposed.
- Bylaw Change(s) proposals must be published in Submissions and in the Forum on the Threshold website no less than 30 days before voting upon the proposed change
- Following the 30 days publishing statute, the proposed Bylaw change(s) are open to discussion at the next monthly meeting. Objections or support of the proposed Bylaw change(s) is heard at this time, and all such discussion is to be entered into the meeting minutes.
- Once Bylaw change(s) discussion is at an end, the President or Coordinator calls for a vote on the proposed Bylaw change(s). The Board, and any Members in attendance at the meeting, any absentee ballots and proxies are to be included in the vote.
- Majority of votes (51%) enacts the Bylaw change(s)
- The Board of Directors, with a 4/5th majority, is permitted to temporarily change or repeal any by-law, except all by-laws related to elections and campaigns thereof, for up to a maximum of 30 days, and may not make another such change to that by-law or by-laws for 120 days thereafter. After 30 days, the By-Law procedure outlined above is to be followed and a vote on proposed change(s) will decide its disposition, or said change is reversed to its original status.
Record of amendments
Section 7.02 – Whenever an amendment or new Bylaw is adopted, it shall be inserted in the book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be dated in said book.
Article VIII: Specific and Primary Purposes of Corporation
Section 8.01 – The specific and primary purposes for which the Corporation is formed are to dedicate itself, by social, recreational and educational means, to the safe, consensual and non-exploitive transfer of power between adults of not less than eighteen (18) years of age, in the context of alternative lifestyles.
Article IX: Non-Discrimination
Section 9.01 – This Corporation shall not discriminate against any person on the basis of race, color, ethnicity, national origin, religion, sex, gender, sexual orientation, physical disability, HIV status, relationship status, and age (if the person is at least 18 years of age) and nothing contained in these Bylaws or in any rules or regulations adopted by the Board of Directors shall discriminate against any person on any such basis.
Certificate of Adoption of Bylaws
Adoption of incorporator
The undersigned person named in the Articles of Incorporation as the Incorporator of the above named Corporation hereby adopts the same as the Bylaws of said Corporation.
Executed this 4th. day of May, 2000.
(signed by Secretary of Corporation)
certificate of secretary
I DO HEREBY CERTIFY AS FOLLOWS:
That I am the duly elected, qualified and acting Secretary of the above named Corporation, that the foregoing Bylaws were adopted as the Bylaws of said Corporation on the date set forth above by the person(s) named in the Articles of Incorporation as the Incorporator of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal this 4th. day of May, 2000.
certificate by secretary of adoption by directors’ vote
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the above named Corporation and that the above and foregoing Bylaws were unanimously adopted by the Directors at their first meeting and recorded in the minutes thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th. day of May, 2000.
Last Updated: March 2011