The principal office of the association for the transaction of its business is located in Hennepin County, Minnesota, United States of America.
The state or county of the association's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county and such changes of address shall not be deemed an amendment of these Bylaws.
The association may also have offices at such other places where it is qualified to do business as its business may require and as the board of directors may, from time to time, designate.
The primary objectives and purposes of this association shall be:
The association shall have not less than two and not more than eight directors and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.
The Board of Directors may, from time to time, set the number of directors of the association within the above limits.
Subject to the provisions of applicable law, and any limitations in the Articles of Association and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this association, the activities and affairs of this association shall be conducted and all association powers shall be exercised by or under the direction of the Board of Directors.
It shall be the duty of the directors to:
Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualifies.
Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the association in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49 %) of the persons serving on the board may be interested persons. For purposes of this Section, " interested persons " means either:
Meetings shall be held at the principal office of the association unless otherwise provided by the board or at such place which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the association shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the association or after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.
Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another, or by means of electronic mail, as described in Section 8. Meetings held by means of electronic mail shall be deemed to have been held at the principal office of the association.
The Board of Directors may hold meetings by exchanging electronic mail. Directors may confer by either sending messages properly addressed to all members of the board, or by sending messages to an electronic mail distribution list which has been set up to re-distribute messages to all directors.
All messages comprising the meeting must be sent to all directors, including those who are not participating in the meeting. Copies of the messages may also be sent to persons who are not members of the board, and such persons may also address the board by sending messages, though they shall not participate in any vote or ballot of the board.
The secretary, or other person taking minutes of the meeting, shall record all messages. This record may may comprise the minutes of the meeting, or alternatively, may be filed with the minutes of the meeting.
The Chairman, or other person presiding at the meeting, shall call the meeting to order by sending a message to the members of the board. Meetings may continue for an indefinite length of time, until concluded or adjourned. However, if one or more members of the board experience difficulties or undue delay in sending or receiving messages, the meeting may be abandoned or adjourned for a later date, or until the difficulties have been resolved.
The board may adopt resolutions by the chairman or other person presiding at the meeting asking for a vote on the resolutions tabled at the meeting. Each director should then send a message to the chairman, or other person presiding at the meeting, indicating whether he or she is voting for or against each resolution being voted on. A resolution will be adopted if at least a quorum of the directors vote on it and it is carried with a majority of these votes, or by any other procedure described in the Bylaws or adopted by the directors.
Annual meetings of Directors shall be held once a year on a date to be specified by the Secretary in consultation with the Chairman of the board.
If this association makes no provision for members, then directors shall be elected by the Board of Directors at the annual meeting in accordance with this section. Cumulative voting by directors for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being by ballot only.
Special meetings of the Board of Directors may be called by the Chairman of the board, the President, the Vice President, the Secretary, or by any two directors, and such meetings shall be held at the place designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the association.
Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or electronic mail. If sent by mail, the notice shall be deemed to be delivered on its deposit in the mails or if sent by electronic mail, on the proper submission of an electronic message.
Such notices shall be addressed to each director at his or her address as shown on the books of the association. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the association's records or made a part of the minutes of the meeting.
A quorum shall consist of three directors unless the association has less than three directors, in which case a quorum shall consist of all the directors.
Except as otherwise provided in these Bylaws or in the Articles of Association of this association, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Association or Bylaws of this association.
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 of Directors, unless the Articles of Association or Bylaws of this association, or provisions of applicable law require a greater percentage or different voting rules for approval of a matter by the board.
Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or, if no such person has been so designated or, in his or her absence, the President of the association or, in his or her absence, by the Vice President of the association or, in the absence of each of these persons, by a Chairman chosen by a majority of the directors present at the meeting. The Secretary of the association shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Association of this association, or with provisions of law.
Resolutions passed by the board shall be signed by the person presiding at the meeting and filed with the secretary. Copies of all resolutions shall be delivered personally, by first-class mail or by electronic mail to all members of the board.
Resolutions may be confirmed by the directors who participated in the meeting signing copies of the resolution and sending them to the secretary. However, resolutions shall be valid even if this does not occur.
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, " all members of the board " shall not include any " interested director " as previously defined. 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 the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this association authorize the directors to so act, and such statement shall be prima-facie evidence of such authority.
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law or a similar law in any other state or country.
If this association has any members, then, if the association has less than fifty (50) members, directors may be removed without cause by a majority of all members, or, if the association has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present.
If this association has no members, directors may be removed without cause by a majority of the directors then in office.
Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the association would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the board may be filled by action of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. If this association has members, however, vacancies created by the removal of a director (as opposed to the death or resignation of a director, or an increase in the number of directors) may be filled only by the approval of the members. The members, if any, of this association may elect a director at any time to fill any vacancy not filled by the directors.
The Board of Directors may leave a vacancy in the board unfilled until the next election of the board, or reduce the number of directors instead of filling the vacancy.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.
The directors shall not be personally liable for the debts, liabilities, or other obligations of the association.
To the extent that a person who is, or was, a director, officer, employee or other agent of this association has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the association, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this association but only to the extent allowed by, and in accordance with the requirements of law.
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the association (including a director, officer, employee or other agent of the association) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the association would have the power to indemnity the agent against such liability.
The officers of the association shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The association may also have, as determined by the Board of Directors, a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairman of the Board.
Any person may serve as officer of this association. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office Until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the association. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the association.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
The President shall be the chief executive officer of the association and shall, subject to the control of the Board of Directors, supervise and control the affairs of the association and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Association of this association, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairman of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Association , or by these Bylaws, he or she shall, in the name of the association, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Association , or by these Bylaws, or as may be prescribed by the Board of Directors.
The Secretary shall:
Subject to the provisions of these Bylaws relating to the " Execution of Instruments, Deposits and Funds, " the Treasurer shall:
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the association, provided, however, that such compensation paid a director for serving as an officer of this association shall only be allowed if permitted under the provisions of Article 3, Section 6 of these Bylaws. In all cases, any salaries received by officers of this association shall be reasonable and given in return for services actually rendered for the association which relate to the performance of the charitable or public purposes of this association.
The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this association) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the association, except with respect to:
By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the association's records, and report the same to the board from time to time as the board may require.
The association shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as " advisory " committees.
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the association shall be signed by the Treasurer and countersigned by the President of the association or some other person nominated by the board. Documentation should be presented for all expenditures, and these should be filed by the Treasurer.
The Board may, however, from time to time authorize the Treasurer to pay money for specific purposes. An authorization shall state the payee or payees and the purpose of the payment and may either be for a specific amount or for a maximum amount which the payment should not exceed. The Treasurer may then draw one or more checks in the name of the specified payees the sum of which shall not exceed the amount authorized by the board. Such checks need not be countersigned.
No payment shall be made solely on the signature or other authorization of the payee or the person making the expenditure.
Cash withdawals, or checks made out to " cash " , " bearer " or similar, shall only be made for payments which are impracticable to make otherwise, and must be specifically authorized by the Board of Directors.
All funds of the association shall be deposited as soon as practicable to the credit of the association in such banks, trust companies, or other depositories as the Board of Directors may select.
The Treasurer, or other authorized officer shall acknowledge receipt of all monies in such manner as shall be approved by the Board of Directors.
The Board of Directors may accept on behalf of the association any contribution, gift, bequest, or devise for the charitable or public purposes of this association.
The association shall keep at its principal office or at such other place as authorized by the directors:
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 association.
If this association has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the association's fiscal year to all directors of the association and, if this association has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the association that such statements were prepared without audit from the books and records of the association.
If this association has members, then, if this association receives TWENTY-FIVE THOUSAND DOLLARS ($ 25,000), or more, in gross revenues or receipts during the fiscal year, this association shall automatically send the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this Section relating to the annual report.
This association shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
The fiscal year of the association shall begin on the 1st day of January and end on the 31st day of December in each year.
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit associations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
Before any members have been admitted to the association, any amendment of the Articles of Association may be adopted by approval of the Board of Directors.
After members, if any, have been admitted to the association, amendment of the Articles of Association may be adopted by the approval of the Board of Directors and by the approval of the members of this association.
Notwithstanding the above Sections of this Article, this association shall not amend its Articles of Association to alter any statement which appears in the original Articles of Association of the names and addresses of the first directors of this association, nor the name and address of its initial agent, except to correct an error in such statement.
No member, director, officer, employee, or other person connected with this association, or any private individual, shall receive at any time any of the net earings or pecuniary profit from the operations of the association, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the association in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the association. All members, if any, of the association shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the association, whether voluntarily or involuntarily, the assets of the association, after all debts have been satisfied, shall be distributed as required by the Articles of Association of this association and not otherwise.
The association shall have only one class of members. No member shall hold more than one membership in the association. Except as expressly provided in or authorized by the Articles of Association or Bylaws of this association, all memberships shall have the same rights, privileges, restrictions and conditions.
Any person interested in the furtherance of the objectives of the association is eligible for membership.
Members are expected to have or to obtain access to electronic mail. They should be able to generally send messages to, and receive messages from, sites within the Internet computer network, or any successors to that network. Persons who do not have access to electronic mail may, however, also be admitted as members of the association at the discretion of the Board of Directors.
Applicants shall be admitted to membership by application to the Secretary, President, or any other person who is authorized to receive applications for membership.
All applications for membership shall be presented to the Board of Directors for approval. The Board shall not deny an application, nor delay the approval of an application, without reasonable cause. The cause for denial or delay shall be communicated to the applicant.
There is no limit on the number of members the association may admit.
The association shall keep membership records containing the name and electronic mail address and/or postal address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the association's principal office or other place authorized by the directors and shall be available for inspection by any director or member of the association during regular business hours.
The record of names and addresses of the members of this association shall constitute the membership list of this association and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member's interest as a member.
A member of this association is not, as such, personally liable for the debts, liabilities, or obligations of the association.
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.
All rights of a member in the association shall cease on termination of membership as herein provided.
Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Association or of the Bylaws of this association would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law or other applicable law.
Meetings of members shall be held at the principal office of the association or at such other place or places as may be designated from time to time by resolution of the Board of Directors.
The association need not hold an annual meeting of members. However, a ballot as specified in Section 10 of this article shall be held at least once a year for the purpose of electing directors and transacting other business. Cumulative voting for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected with voting being by ballot only.
The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting and any reference in these Bylaws to regular meetings of members refers to this annual meeting.
A quorum shall consist of one third of the voting members of the association.
The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting provided that any action taken after the loss of a quorum must be approved by at least a majority of the members required to constitute a quorum.
In the absence of a quorum, any meeting of the members may be adjourned from time to time by the vote of a majority of the votes represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting. When a meeting is adjourned for lack of a sufficient number of members at the meeting or otherwise, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting other than by announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five (45) days.
Notwithstanding any other provision of this Article, if this association authorizes members to conduct a meeting with a quorum of less than one-third (1/3) of the voting power, then, if less than one-third (1/3) of the voting power actually attends a regular meeting, in person or by proxy, then no action may be taken on a matter unless the general nature of the matter was stated in the notice of the regular meeting.
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Association of this association, or these Bylaws require a greater number.
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by ballot.
Members entitled to vote shall be permitted to vote or act by proxy. If membership voting by proxy is not allowed by the preceding sentence, no provision in this or other sections of these Bylaws referring to proxy voting shall be construed to permit any member to vote or act by proxy.
If membership voting by proxy is allowed, members entitled to vote shall have the right to vote either in person or by a written proxy executed by such person or by his or her duly authorized agent and filed with the Secretary of the association, provided, however, that no proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. In any case, however, the maximum term of any proxy shall be three (3) years from the date of its execution. No proxy shall be irrevocable and may be revoked following the procedures given in Section 5613 of the California Nonprofit Public Benefit Corporation Law.
If membership voting by proxy is allowed, all proxies shall state the general nature of the matter to be voted on and, in the case of a proxy given to vote for the election of directors, shall list those persons who were nominees at the time the notice of the vote for election of directors was given to the members. In any election of directors, any proxy which is marked by a member " withhold " 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.
If membership voting by proxy is allowed, proxies shall afford an opportunity for the member to specify a choice between approval and disapproval for each matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited. The proxy shall also provide that when the person solicited specifies a choice with respect to any such matter, the vote shall be cast in accordance therewith.
Meetings of members shall be presided over by the Chairman of the Board, or, if there is no Chairman, by the President of the association or, in his or her absence, by the Vice President of the association or, in the absence of all of these persons, by a Chairman chosen by a majority of the voting members, present in person or by proxy. The Secretary of the association shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Association of this association, or with any provision of law.
Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the association distributes a written ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide all opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the association. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(b) of this Article.
All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the manner in which they are to be returned and the time by which they must be received by the association in order to be counted. If a ballot is returned by electronic mail, the sender's name and/or address appearing in the header shall be considered prima-facie evidence of the identity of the sender. This address need not necessarily be identical to the electronic mail address of the member registered in the association's records.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered and the number of directors to be elected by the ballot. Each member may vote for zero or more of the nominees, up to the number of directors to be elected. No more than one vote may be cast for each nominee. If any such ballots are marked " withhold " or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, they shall not be counted as votes either for or against the election of a director. Any ballots with more votes than the number of directors to be elected, or with more than one vote for any nominee, shall be invalid.
A written ballot may not be revoked after its receipt by the association or its deposit in the mail, whichever occurs first.
This association shall make available to members reasonable nomination and election procedures with respect to the election of directors by members. Such procedures shall be reasonable given the nature, size and operations of the association, and shall include:
Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of mailing (including postage), the association shall, within ten (10) business days after such request (provided payment has been made) mail to all members or such portion of them that the nominee may reasonably specify, any material which the nominee shall furnish and which is reasonably related to the election, or permit the nominee, his or her agent or attorney to inspect and/or copy the membership records of the association as described in Section 3 of Article 7 of these Bylaws.
If the association distributes any written election material soliciting votes for any nominee for director at the association's expense, it shall make available, at the association's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.
Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of members held for the purpose of electing directors by any member present at the meeting in person or by proxy. However, if the association has five hundred (500) or more members, any of the additional nomination procedures specified in subsections (a) and (b) of Section 5221 of the California Nonprofit Public Benefit Corporation Law or other applicable law may be used to nominate persons for election to the Board of Directors.
Except as otherwise provided in these Bylaws, any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.
The record date for purposes of determining the members entitled to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful membership action, shall be the date the membership application was approved by the directors.
We, the undersigned, are all of the persons named as initial directors in the Articles of Association of Lanka Academic Network, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without meeting, consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of this association.
We have placed each of our signatures on a copy of these bylaws, and these shall collectively have the same validity as if all of us had signed a single instrument.
Signed: