Last Updated 10/16/2022

The Threshold Society, Inc. Corporate Bylaws

  • Offices

      1. Principal Office

        1. The principal office of the Corporation for its transaction of business is located in the City of Los Angeles, County of Los Angeles, California.

      2. Change of Address

        1. 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.

  • Members

      1. Classification of Members

        1. “Member” means any person who, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote for the election of a director or directors or on a disposition of all or substantially all of the assets of a corporation. “Member” also means any person who is designated in the articles or bylaws as a member and, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote on changes to the articles or bylaws.

        2. 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.

      2. Eligibility for Membership

        1. 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.

      3. Qualification of Members

        1. 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

          1. 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 

          2. 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. 

          3. Any conviction for the following offenses is an automatic disqualification for membership or grounds for termination of membership of current members: 

            1. Criminal convictions relating to dating violence

            2. Domestic violence

            3. Sexual offenses

            4. Stalking

          4. Appointed membership

      4. Admission to Membership

        1. Any natural person, eligible for Membership under Section 2.02. 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. 

        2. 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.

      5. Dues

        1. 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. 

        2. 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. 

        3. A Member in good standing may pay their annual dues in advance and for multiple years. 

        4. A Member, on learning of what the dollar amount of dues as 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.

      6. Membership Records

        1. The Corporation shall keep in digital form, or in any form capable of being converted into written form, a Membership book or database containing the name and address of each Member. 

        2. The book shall also contain the fact of termination and the date on which such Membership ceased. Such records shall be kept at the principal office of the Corporation and shall be subject to the rights of inspection required by law as set forth in Section 2.07 of these Bylaws.

      7. Inspection Rights of Membership Records

        1. Subject to CA Corp Code Sections 8331 and 8332, and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or both of the following as permitted by subdivision (b):

          1. Inspect and copy the record of all the members’ names, addresses and voting rights, at reasonable times, upon five business days’ prior written demand upon the corporation which demand shall state the purpose for which the inspection rights are requested; 

          2. Or obtain from the secretary of the corporation, upon 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 compiled or as of a date specified by the member subsequent to the date of demand. 

        2. The demand shall state the purpose for which the list is requested. 

        3. The membership list shall be made available on or before the later of ten business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled.

        4. The rights set forth in subdivision (a) of CA Corp Code Sections 8331 and 8332, may be exercised by any member, for a purpose reasonably related to such person’s interest as a member. Where the corporation reasonably believes that the information will be used for another purpose, or where it provides a reasonable alternative pursuant to subdivision (c), it may deny the member access to the list. 

        5. In any subsequent action brought by the member under Section 8336, the court shall enforce the rights set forth in subdivision (a) unless the corporation proves that the member will allow use of the information for purposes unrelated to the person’s interest as a member or that the alternative method offered reasonably achieves the proper purpose set forth in the demand.

        6. The corporation may, within ten business days after receiving a demand under subdivision (a) of CA Corp Code Sections 8331 and 8332, 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. 

          1. An alternative method which reasonably and in a timely manner accomplishes the proper purpose set forth in a demand made under subdivision (a) shall be deemed a reasonable alternative, unless within a reasonable time after acceptance of the offer the corporation fails to do those things which it offered to do. 

          2. 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 subdivision (a).

      8. Production of Membership List

        1. Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 8330 by the authorized number (Section 5036), will be used for a purpose not reasonably related to the interests as members of the person or persons making the demand (hereinafter called the requesting parties) as members or provides a reasonable alternative pursuant to subdivision (c) of Section 8330, it may petition the superior court of the proper county for an order setting aside the demand.

        2. Except as provided in subdivision (c), a petition for an order to show cause why a protective order pursuant to subdivision (d) should not issue shall be filed within 10 business days after the demand by the authorized number under Section 8330 or receipt of a written rejection by the authorized number of an offer made pursuant to subdivision (c) of Section 8330, whichever is later. 

        3. The petition shall be accompanied by an application for a hearing on the petition. Upon the filing of the petition, the court shall issue a protective order staying production of the list demanded until the hearing on the order to show cause. 

        4. The court shall set the hearing on the order to show cause not more than 20 days from the date of the filing of the petition. The order to show cause shall be granted unless the court finds that there is no reasonable probability that the corporation will make the showing required under subdivision (f).

        5. A corporation may file a petition under this section more than 10 business days after the demand or rejection under Section 8330, but only upon a showing the delay was caused by excusable neglect. In no event, however, may any petition under this section be considered if filed more than 30 days after the requesting parties’ demand or rejection, whichever is later.

        6. Upon the return day of the order to show cause, the court may issue a protective order staying production of the list demanded until final adjudication of the petition filed pursuant to this section. 

        7. No protective order shall issue under this subdivision unless the court finds that the rights of the requesting parties can reasonably be preserved and that the corporation is likely to make the showing required by subdivision (f) or the court is likely to issue a protective order pursuant to subdivision (g) under Section 8330.

        8. If the corporation fails to file a petition within the time allowed by subdivision (b) or (c) of Section 8330, whichever is applicable, or fails to obtain a protective order under subdivision (d), then the corporation shall comply with the demand, and no further action may be brought by the corporation under this section.

        9. The court shall issue the final order setting aside the demand only if the corporation proves:

          1. That there is a reasonable probability that the requesting parties will permit use of the membership list for a purpose unrelated to their interests as members; or

          2. That the method offered by the corporation is a reasonable alternative in that it reasonably achieves the proper purpose set forth in the requesting parties’ demand and that the corporation intends and is able to effectuate the reasonable alternative.

        10. In the final order, the court may, in its discretion, order an alternate mechanism for achieving the proper purposes of the requesting parties, or impose just and proper conditions upon the use of the membership list which reasonably assures compliance with Section 8330 and Section 8338.

        11. The court shall award reasonable costs and expenses including reasonable attorneys’ fees, to requesting parties who successfully oppose any petition or application filed pursuant to this section.

        12. Where the corporation has neither, within the time allowed, complied with a demand by the authorized number (Section 5036) under Section 8330, nor obtained a protective order staying production of the list, or a final order setting aside the demand, which is then in effect, the requesting parties may petition the superior court of the proper county for a writ of mandamus pursuant to Section 1085 of the Code of Civil Procedure compelling the corporation to comply with the demand. 

        13. At the hearing, the court shall hear the parties summarily, by affidavit or otherwise, and shall issue a peremptory writ of mandamus unless it appears that the demand was not made by an authorized number (Section 5036), that the demand has been complied with, that the corporation, pursuant to subdivision (c) of Section 8330, made an offer which was not rejected in writing within a reasonable time, or that a protective or final order properly issued under subdivision (d), (f) or (g) is then in effect. 

        14. No inquiry may be made in such proceeding into the use for which the authorized number seek the list. The court shall award reasonable costs and expenses, including reasonable attorneys’ fees, to persons granted an order under this subdivision.

        15. Nothing in this section shall be construed to limit the right of the corporation to obtain damages for any misuse of a membership list obtained under Section 8330, or otherwise, or to obtain injunctive relief necessary to restrain misuse of a member list. 

        16. A corporation shall be entitled to recover reasonable costs and expenses, including reasonable attorneys’ fees, incurred in successfully bringing any such action.

      9. Protection of Member Information and Identity

        1. Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in Section 8330 where, and only where, such limitation or restriction is necessary to protect the rights of any member under the Constitution of the United States or the Constitution of the State of California. 

        2. An order issued pursuant to this subdivision shall provide, insofar as possible, for alternative mechanisms by which the persons seeking to exercise rights under Section 8330 may communicate with members for purposes reasonably related to their interests as members.

        3. Upon the filing of a petition under subdivision (a), the court may, if requested by the person making the petition, issue a temporary order suspending the running of any time limit specified in Section 8330 for compliance with that section. 

        4. Such an order may be extended, after notice and hearing, until final adjudication of the petition, wherever it appears that the petitioner may prevail on the merits, and it is otherwise equitable to do so.

      10. Right to Inspect Financial Records and Meeting Minutes

        1. The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the written demand to the corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.

          1. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director.

          2. Where the proper purpose of the person or persons making a demand pursuant to Section 8330 is frustrated by: 

  • Any delay by the corporation in complying with a demand under Section 8330 beyond the time limits specified therein, or 

  • Any delay caused by the filing of a petition under Section 8331 or Section 8332, or 

  • Any delay caused by the alternative proposed under subdivision (c) of Section 8330, the person or persons properly making the demand shall have, in the discretion of the court, a right to obtain from the superior court an order postponing any members’ meeting previously noticed for a period equal to the period of such delay. 

  • The members may obtain such an order in a proceeding brought pursuant to Section 8331 upon the filing of a verified complaint in the proper county and after a hearing, notice of which shall be given to such persons and in such manner as the court may direct. Such right shall be in addition to any other legal or equitable remedies to which the member may be entitled.

            1. Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 8330 or Section 8333, the superior court of the proper county, or the county where the books or records in question are kept, may enforce the demand or right of inspection with just and proper conditions or may, for good cause shown, appoint one or more competent inspectors or independent accountants to audit the financial statements kept in this state and investigate the property, funds and affairs of any corporation and of any subsidiary corporation thereof, domestic or foreign, keeping records in this state and to report thereon in such manner as the court may direct.

            2. All officers and agents of the corporation shall produce to the inspectors or accountants so appointed all books and documents in their custody or power, under penalty of punishment for contempt of court.

            3. All expenses of the investigation or audit shall be defrayed by the applicant unless the court orders them to be paid or shared by the corporation.

            4. In any action or proceeding under this article, and except as required by Section 8331, if the court finds the failure of the corporation to comply with a proper demand thereunder was without justification, the court may award the member reasonable costs and expenses, including reasonable attorneys’ fees, in connection with such action or proceeding.

      2. Membership List 

        1. The membership list is a corporate asset. 

        2. As used in this section, the term “membership list” means the record of the members’ names and addresses.

        3. Without consent of the board a membership list or any part thereof may not be obtained or used by any person for any purpose not reasonably related to a member’s interest as a member. 

        4. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:

          1. Used to solicit money or property unless such money or property will be used solely to solicit the vote of the members in an election to be held by their corporation.

          2. Used for any purpose which the user does not reasonably and in good faith believe will benefit the corporation.

          3. Used for any commercial purpose or purpose in competition with the corporation.

          4. Sold to or purchased by any person.

        5. Any person who violates the provisions of subdivision (a) shall be liable for any damage such violation causes the corporation and shall account for and pay to the corporation any profit derived as a result of said violation. In addition, a court in its discretion may award exemplary damages for a fraudulent or malicious violation of subdivision (a).

        6. Nothing in this article shall be construed to limit the right of a corporation to obtain injunctive relief necessary to restrain misuse of a membership list or any part thereof.

        7. In any action or proceeding under this section, a court may award the corporation reasonable costs and expenses, including reasonable attorneys’ fees, in connection with such action or proceeding.

      3. Certificates of Membership

        1. 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.

      4. Non-Liability of Members

        1. A Member of the Corporation shall not solely because of such Membership be personally liable for the debts, obligations, or liabilities of the Corporation.

      5. Transferability of membership

        1. Neither the Membership in the Corporation nor any rights in the Membership may be transferred for value or otherwise. 

      6. Termination of Membership

        1. Causes of membership termination

          1. The Membership and all rights of Membership shall be terminated on the occurrence of any of the following causes:

            1. The voluntary resignation of a Member with notice as prescribed by Section 2.12 (b) of these Bylaws

            2. Where a Membership expires

            3. The death of a Member

            4. The dissolution of the corporation;

            5. The non-payment of dues

            6. A failure to abide by the Corporation’s Bylaws or rules 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 these Bylaws.

            7. Criminal convictions relating to dating violence, domestic violence, sexual offenses, or stalking.

            8. The Membership of any Member of the Corporation shall automatically terminate on such Member’s written request for such termination after notice of the desire to terminate membership is delivered to the President or Secretary of the Corporation or the Membership chairperson either by being personally delivered or deposited in the United States (first class) mail, postage prepaid or email notification.

            9. Non-payment of Dues 

      7. Hearings for Termination of Membership

        1. The Membership of any Member who has been determined to have failed to abide by the Bylaws or rules 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. 

          1. 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. 

          2. 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. 

          3. 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.

          4. The Board of Directors or its duly appointed committee shall conduct the hearing in good faith and in a fair and reasonable manner. 

          5. 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. 

          6. The Board of Directors or its duly appointed committee shall have the exclusive power and authority to decide that the proposed termination, suspension or other disciplinary measure not take place. 

          7. A fine may not be assessed as a part of any disciplinary action.

        2. The Board of Directors or its duly appointed committee shall:

          1. Read the charges against the subject Member;

          2. Require that the charges be verified by the testimony of the person or persons making them;

          3. Hear any other witnesses against the subject matter;

          4. Allow the subject Member to cross-examine each material witness following the testimony of that witness;

          5. Allow the subject Member to make a statement in his or her own behalf;

          6. Allow the subject Member to call material witnesses in his or her own behalf

          7. Allow the Board of Directors or its duly appointed committee conducting the hearing to question the material witnesses after they have been questioned by the subject Member

          8. Maintain Member confidentiality by using Member Number rather than Member Name or Legal name.

        3. The Board of Directors or its duly appointed committee conducting the hearing shall conduct the hearing in good faith and in a fair and reasonable manner. The Board of Directors or its duly appointed 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. 

        4. Judgment of the Board of Directors is final and binding.

      8. Effect of termination

        1. 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.

  • Meetings of Members 

    1. Place

  1. 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.

  1. Annual Meetings 

    1. The Members shall meet annually on the first Sunday of May in each year beginning with the year 2010 at 7:00 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 stated in Section 4.03 of these Bylaws. 

    2. 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. 

    3. If the day stated for a regular meeting of Members falls on a legal holiday or holiday weekend, such meeting shall be held at the same hour and place on the next succeeding Sunday.

  2. Monthly or Special Meetings 

    1. Monthly or Special Meetings of Members shall be called by the Board of Directors, or the Chairperson of the Board, or the Chief Executive Officer 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 five (5%) percent of the Members of the Corporation. Five (5%) percent or more of the Members of the Corporation may call special meetings for any lawful purpose.

  3. Agenda

    1. 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:

      1. Reading and ratification of all minutes

      2. Reading and Ratification of the Financial Reports

      3. Review of all departments and reports 

      4. Unfinished Business 

      5. New Business

      6. Announcements and Comments 

  4. Notice of Meetings 

    1. 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.

    2. 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 in the records of the Corporation or at the address given by the Member to the Corporation for the purpose of notice. 

    3. Where no such address appears or is given, notice shall be given at the principal office of the Corporation. 

    4. The Corporate Governance Officer or designee for the purpose herein mentioned, shall execute an affidavit of the giving of the notice of the meeting of Members. 

    5. 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 Chairperson of the Board or the CEO or Chief Operating Officer or CGO shall be sent to the Members forthwith and in any event within twenty (20) days after the request was received.

    6. No meeting of Members may be adjourned more than 45 days. 

    7. 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.

  5. Contents of notice

    1. Potential agenda items may be published in Submissions prior to monthly business meetings. The notice shall state the place, date, and time of meeting. 

      1. 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. 

    2. The notice of any meeting at which Directors are to be elected shall include the names as they appear as recorded with the Membership Coordinator of all those who are nominees at the time the notice is given to the Members.

  6. Quorum 

    1. 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). 

    2. 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. 

    3. 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 as per CA Section 7512.

  7. Waivers, consents, and approvals

    1. 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. 

    2. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

  8. Loss of quorum

    1. 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.

  9. Adjournment for lack of quorum

    1. 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.

  10. Voting by membership

    1. Each Member is entitled to one vote on each matter submitted to a vote of the Members.

    2. Cumulative voting shall not be authorized for the election of directors or for any other purpose.

    3. Members entitled to vote, as set forth in Section 3.10.

    4. Proxy Voting:

      1. 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 eleven (11) months from the date thereof unless otherwise provided in the proxy. 

      2. The maximum term of any proxy shall be eleven (11) 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. 

      3. The signature name may be a pseudonym, if the pseudonym used is one that the person is known by regarding the membership and membership chair. 

      4. Every proxy shall continue in full force and effect until revoked by the person executing it prior to the vote pursuant thereto or its natural expiration date. 

      5. A member may rescind their proxy at any time before a vote or election by notifying the CGO in writing. 

      6. Proxy instruments used for the annual election of the Board of Directors and Coordinator shall be valid no longer than eleven (11) months. 

      7. 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 known by regarding the membership and membership chair. 

      8. Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the proxy or form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot or proxy is distributed, to be acted upon at the meeting for which the proxy is solicited or by such written ballot, and shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter the vote shall be cast in accordance therewith.

      9. Election proxies expire the day following an annual election of the Board of Directors.

  11. Action without meeting by written ballot

    1. 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:

      1. The Corporation distributes a written ballot to every Member entitled to vote on the matter;

      2. 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;

      3. 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

      4. The number of approvals equals or exceeds the number of votes that would be required to approve any action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

  12. Solicitation of ballots

    1. 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 of these Bylaws. 

    2. 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. 

    3. The solicitation shall specify the time by which the ballot must be received in order to be counted.

  13. Voting by written ballot 

    1. 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. 

    2. 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. 

    3. 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.

    4. A written ballot may not be revoked.

  14. Club Business 

    1. Club business as defined in these bylaws are any business transactions, contractual obligations, financial information, or fiduciary responsibilities of the corporation or its directors, as well as the personally identifying information (PII) of members. 

  15. Conduct of meetings 

    1. The CEO or, in their absence, any other person chosen by a majority or the voting Members present in person or by proxy shall be Chairperson of and shall preside over the meetings of the Members.

    2. The Recording Secretary of the Corporation shall act as the Secretary of all meetings of Members; provided that in their absence, the Chairperson of the meetings of Members shall appoint another person to act as Recording Secretary of the meeting.

    3. The latest version of Robert’s Rules of Order, as may be amended from time to time, shall be used as a guide to govern the conduct of 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.

  16. Inspectors of election

    1. 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. 

    2. If the inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chairperson 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).

    3. The inspectors of election shall perform the following duties:

      1. 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;

      2. Receive votes, ballots, or consents;

      3. Hear and determine all challenges and questions in any way arising in connection with the right to vote;

      4. Count and tabulate all votes and consents;

      5. Determine when the polls shall close;

      6. Determine the result; and

      7. Do such acts as may be proper to conduct the election or vote with fairness to all Members.

      8. Perform such actions as outlined in the corporation rules or regulations of the corporation, as consistent with the corporation’s by-laws

    4. The inspectors shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical.

    5. 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.

    6. On request of the Chairperson 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.

  • Directors 

    1. Corporate Structure 

      1. The Corporation shall have a minimum of five (5) Directors. Collectively, the Directors shall be known as the Board of Directors. The Directors of the Corporation shall be a Chief Executive Officer of the Board, Chief Operations Officer, Chief Financial Officer, Chief Governance Officer, Recording Secretary, and other officers and ex officio officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments.

      2.  All or any portion of the directors may hold office ex officio by virtue of occupying a specified position within the corporation or outside the corporation. 

      3. All offices must be held by different persons.

    2. Qualifications of Directors

      1. The Directors of the Corporation shall be residents of the State of California and active members in good standing. 

      2. With the exception of the Initial Directors, any future Directors shall also be Members of the Corporation.

      3. Any person being considered for the position of CEO must have served on the board of Threshold in any capacity within the last ten (10) years or served in a coordinator position for a minimum of one (1) year within the last ten (10) years.

    3. Terms of office

      1. Each Director shall hold office for a term of two years 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. 

      2. 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 their removal and their successor is elected and qualifies no longer.

      3. The term of office of an ex officio director shall coincide with that director’s respective term of office in the specified position entitling him or her to serve on the board of directors.

      4. In the event that the terms of office are amended as per the bylaws, then the scheduled election prior to amendment would still take place, resulting in the new terms of office taking effect following that election.

    4. Duties of Directors

      1. Job Descriptions for Board of Director duties is to be defined by the organization and may change over time. For the purposes of these Bylaws, the minimal duties must include:

        1. To run the business of Threshold as a governing body in compliance with the organization rules and within the law as described in the California State Corporation Code and 

        2. Advocate for the Membership and its goals as their elected representatives and,

        3. Fulfill the necessary duties of opening and closing the club for events in a fair and reasonable manner

        4. Answer correspondence between directors and correspondence with membership in a timely fashion

        5. Responsible for the daily operation of the business and any business needs as they should arise

        6. Oversee the financial health and financial commitments of the organization

        7. Disclose any potential conflict of interest to the Board of Directors

    5. Nomination

      1. 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. 

      2. The date for the close of nominations for the board shall be at least thirty (30) but not more than sixty (60) days before the day the directors are to be elected. 

      3. A nomination for the Board may not be made after the date set for close of nominations. 

      4. In addition, at the time of nomination any potential conflict of interest with the interests of Threshold need to be disclosed immediately.

    6. Elections

      1. The Directors shall be elected by written ballot in accordance with the procedures as outlined below

      2. Election process

        1. All candidates must be Members in good standing and with dues fully paid.

        2. Candidates will run for a specific office – i.e., Chief Executive Office runs for Chief Executive Office, Chief Financial Officer for Chief Financial Officer, Chief Operations Officer for Chief Operations Officer, Chief Governance Officer for Chief Governance Officer, the Recording Secretary for Recording Secretary.

        3. Candidates shall run for the specific offices that are up for election in the schedule outlined as:

          1. CEO, CGO, and Recording Secretary shall be on even years

          2. COO, CFO shall be on odd numbered years

        4. A majority of votes for each candidate in each office will decide who shall occupy that office.

        5. In the case of ties a separate run-off election will be conducted at the next month’s business meeting.

        6. In the event of no votes going to any candidates within a specific office, a temporary assignment of office will be performed by the current Board. In the case of such an incomplete election, a second election will take place no later than sixty (60) days from the general election.

        7. Members will be notified via the Submissions Newsletter of the status of the election (this will occur in the following month’s Submissions Newsletter release).

        8. 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.

        9. In the case of a second incomplete election, the CEO shall select fellow Board members.

        10. In the case of a second incomplete election with regards to the CEO, the candidate with the majority of votes that are able to be calculated shall become the temporary CEO and will assume the position for a year, and may select fellow Board members to occupy any positions that remain vacant.

      3. Candidacy Rules:

        1. Each candidate will be granted space on the Threshold Members’ Area to lay out their campaigns and platforms 

        2. Each candidate will be granted space on Submissions for statements up to 1200 words (including title) to lay out their campaigns and platforms

        3. No internal club business may be published outside of Threshold, its member’s only website (including the Forums) or outside of Submissions

        4. Threshold as an entity, its Board and Events chairs will not support financially or legally any candidacy

        5. Any costs associated with a candidate’s campaign is to be borne by the candidate themselves.

      4. 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. 

      5. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. 

      6. 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.

    7. Compensation

      1. 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, provided receipts are submitted to the Treasurer for documentation.

      2. All purchases made shall have receipts validating the amount spent and the board member who authorized the purchase. 

        1. If there is no receipt, there will be no reimbursement.

      3. Purchases should be made using the available corporate cards or accounts for transparency and accounting purposes. 

    8. Executive Board Meetings

      1. Call of Executive Board Meetings

        1. Meetings of the Board may be called by the Chairperson of the Board or the President/Coordinator or by a majority of Directors

        2. 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 places designated by the Board of Directors.

        3. 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.

      2. Special meetings

        1. Special meetings of the Board may be called by the Chairperson of the Board or by a   majority of 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. 

        2. 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. 

        3. All such waivers, consents, and approval shall be filed with the corporate records or made a part of the minutes of the meetings.

      3. Quorum

        1. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.

      4. Transactions of board

        1. 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.

      5. Conduct of meetings

        1. The Chairperson 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. 

        2. 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. 

The Recording Secretary of the Corporation shall act as the Secretary of all meetings of Executive Officers; provided that in their absence, the Chairperson of the meetings of Members shall appoint another person to act as Recording Secretary of the meeting.

 

  1. 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 a meeting can hear one another. 

  2. Such participation shall constitute personal presence at the meeting.

  1. Adjournment

    1. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. 

    2. 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. 

  2. Action without meeting

    1. 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. 

    2. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. 

    3. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.

  1. Removal of Directors

    1. Removal for Cause

      1. The Board may declare vacant the office of a Director on the occurrence of any of the following events:

        1. The Director has been declared of unsound mind by a final order of court;

        2. The Director has been convicted of a felony; or

        3. 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

        4. The Director has failed to attend five (5) regular meetings, whether of the Executive Board, Members Meetings or a combination thereof.

        5. The Director has failed to reasonably fulfill the duties of the office of Director as outlined in 4.03 Duties of Directors, and as determined by a 2/3 majority vote of the Board (Dereliction of Duty).

        6. 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).

    2. Vote of No Confidence

      1. Any or all of the Director(s) may be cited with a vote of No Confidence by the Membership or their fellow Directors

        1. A formal letter of complaint against said Director(s) must be filed to the Board

        2. Explanation as to why the complaint is lodged and the specific breach(es) of duties or responsibilities as outlined in 4.03 must be contained within the letter

        3. The letter is to be published on the Member’s Only side of the website, and in the next Submissions after a copy is furnished to the Director that is subject to the complaint

        4. Accused Director(s) may offer a Rebuttal to be published on the Members Only section of the website and Submissions

        5. A vote on the complaint of No Confidence is held at the next Membership Meeting following the publication of the Letter of Complaint

        6. 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

    3. Removal without Cause

      1. 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.

  2. Resignation of Director

    1. Any Director may resign effective on giving written notice to the Chief Executive Office, the Chief Governance Officer, 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. 

    2. Upon an ex officio director’s resignation or removal from that position, or resignation or removal from the board for any reason, the term of office as a director of the corporation shall immediately cease. 

    3. At that time, the successor in office shall become an ex officio director of the corporation, occupying the place of the former director.

  3. Vacancies in the Board

    1. Vacancies on the Board of Directors shall exist when: 

      1. There is death

      2. Resignation

      3. Removal of any Director 

      4. Whenever the number of Directors authorized is increased 

      5. On the failure of the Members in any election to elect the full number of Directors authorized.

    2. Filling vacancies by Directors

      1. 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:

        1. the unanimous written consent of the Directors currently in office;

        2. 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

        3. there is only one sole remaining Director.

    3. Filling vacancies by members

      1. 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. 

      2. The Members may elect a Director at any time to fill any vacancy not filled by the Directors.

  • Coordinators

      1. Number and Titles of Coordinators

        1. The coordinators of the Corporation shall be: 

          1. Newsletter

          2. Doorkeeper Coordinator

          3. Vendor Coordinator

          4. Volunteer Coordinator

          5. Events Coordinator 

          6. Dungeon Monitor Coordinator

          7. Education Coordinator

          8. Publicity Coordinator

          9. Webmaster

          10. First Aid/CPR Coordinator

          11. Library Coordinator

          12. Facilities Coordinator

          13. IDEA Coordinator

          14. Outreach Coordinator

          15. Fundraising Coordinator

          16. Treasurer

          17. Membership Coordinator

          18. Bootblack Coordinator

          19. Security Coordinator

          20. And other such coordinators or assistant coordinators with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instrument. 

      2. Appointment and Resignation

        1. The coordinators 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. 

        2. Any coordinator 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.

      3. Coordinator compensation

        1. The coordinators shall serve without compensation except that they shall be allowed and paid any pre-approved and necessary out of pocket expenses incurred in performance of their duties provided receipts are submitted to the Treasurer for documentation.

  • Corporate Records, Reports, and Seal

      1. Keeping records

        1. The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its Members, Board, and Committees of the Board. 

        2. The Corporation shall also keep a record of its Members giving their names and addresses and the Membership held by each. 

        3. The minutes shall be kept in written or converted and stored in digital form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.

      2. Annual report

        1. The Corporation shall notify each Member yearly of the Member’s right to receive a financial report pursuant to Corporations Code Section 8321(a). 

        2. 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. 

        3. 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:

          1. 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

          2. Statement of the place where the names- and addresses of the current Members are located

          3. And any information concerning certain transactions and indemnifications required by Corporations Code Section 8322. 

          4. 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.

      3. Annual statement of certain transactions and indemnifications

        1. 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. 

        2. Such annual statement shall be affixed to and sent with the annual report described in Section 6.02. of these Bylaws

      4. Corporate seal

        1. The Board of Directors shall adopt a corporate seal which shall be in the following form and design 

          1. 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”. 

          2. The Secretary of the Corporation shall have the custody of the seal and affix it in all appropriate cases to all corporate documents. 

          3. Failure to affix the seal shall not, however, affect the validity of any instrument.

  • Adoption, Amendment, Revision or Repeal of Bylaws

      1. Approval of Action

        1. 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.

        2. Process to change Bylaws is as follows:

          1. Each proposed Bylaw change, individually, is to be presented to the Board in the New Business section of monthly meeting; the 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.

          2. Bylaw Change(s) proposals must be published in Submissions and in Members Only section of the website no less than 30 days before voting upon the proposed change

          3. Following the 30 days publishing statute, the proposed Bylaw change(s) are open to discussion at the next monthly Member Meeting. 

          4. 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.

          5. Once Bylaw change(s) discussion is at an end, the CEO calls for a vote on the proposed Bylaw change(s). 

          6. The Board, and any Members in attendance at the meeting shall cast a vote.

          7. Majority of votes (51%) enacts the Bylaw change(s)

      2. Record of amendments

        1. 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. 

        2. 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. 

        3. These records will be maintained and updated by the Corporate Governance Officer.

  • Specific and Primary Purposes of the Corporation

      1. Purpose of the Corporation

        1. The specific and primary purposes for which the Corporation is formed is 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.

  • Non-Discrimination

    1. 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.