Section 3: Board of Directors
3 Board of Directors
3.1 Number of Directors.
The corporation shall have between seven (7) and fifteen (15) Directors and collectively they shall be known as the Board of Directors. No individual may hold more than one (1) seat on the Board at any given time. The number of Directors shall be specified by resolution of the Board of Directors, provided that no seated director may be deprived of his/her seat during his/her term.
[Second sentence, which until that time was part of a provision numbering the seats of the Board, added as part of resolution 94-6, adopted October 29, 1994, at which time a previous seat-numbering scheme written into the Bylaws was repealed. Seats on the Board are currently numbered as a convenience in classifying the directors by term, but the numbers are for information only and can be changed by the Secretary as his/her convenience or by direction of the Board.]
[Composition changed from 11 directors to a range of 7-13 directors (inclusive) and third sentence added providing that no director may have his/her seat removed during his term by Resolution 2010-05, adopted November 20, 2010. The President ruled at the time of the adoption of this motion that the range of numbers “between seven and thirteen” includes the numbers seven and thirteen themselves. Since a fractional seat isn’t possible, it means that the Board can have 7, 8, 9, 10, 11, 12, or 13 members, with the exact number being set by Board resolution. There is no requirement, either in these Bylaws or in parliamentary or statute law, that governing boards have an odd number of Directors.]
[Maximum number of directors increased to 15 by Resolution 2020-05, adopted November 21, 2020.]
3.2 Powers of the Board of Directors.
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
3.3 Duties of the Directors.
It shall be the duty of the Directors to:
3.3.1 Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by any of these Bylaws;
3.3.2 Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all Officers, agents, and employees of the corporation;
3.3.3 Supervise all Officers, agents, and employees of the corporation to assure that their duties are performed properly;
3.3.4 Meet at such times and places as required by these Bylaws;
3.3.5 Register their addresses and telephone numbers with the Secretary of the corporation. Notices of meetings mailed or telegraphed to them at such addresses shall be valid notice thereof.
3.4 Qualifications of Directors.
All Directors must be eighteen (18) years of age or older and legally able to enter into a contract in the State of California. At least a majority of the Directors must be residents of the San Francisco Bay Area as defined in these Bylaws. If a Director is a resident of the San Francisco Bay Area at the time s/he is elected, s/he is considered to be a resident of the San Francisco Bay Area for the entire length of his/her term, even if s/he takes residence outside of the San Francisco Bay Area during his/her term.
[Until April 1993, there was an additional requirement that directors be legal residents of California. The California residency requirement was removed by Resolution 93-1, adopted April 25, 1993.]
[Until October 1994, the seats of the board were numbered and odd-numbered seats had to be filled by residents of the Bay Area; should the director move out of the Bay Area, s/he would lose his/her seat. The current system was adopted as part of Resolution 94-6, adopted October 29, 1994.]
3.5 Terms of Office.
Each Director shall hold office until the expiration of his or her term of office or until his/her successor takes office, except as otherwise provided in these Bylaws. All terms shall expire on 1 January 1992 and on every third year thereafter, except as otherwise provided in these Bylaws.
Provided that, for terms beginning 1 January 1995, the terms of three seats elected shall expire on 1 January 1998 (three years), the terms of four seats elected shall expire on 1 January 1997 (two years) and the terms of four seats elected shall expire on 1 January 1996 (one year).
[The provisio in italics above was added as part of Resolution 94-6, adopted October 29, 1994, staggering the terms of the directors.]
3.6 Election of Directors.
All elections shall be held at the final regular meeting of the Board of Directors in each year. Any Director may nominate candidates for any seat being voted upon until the time of the vote. Each seat shall be voted upon by written preferential ballot. All Directors shall be eligible to vote for each seat up for election. If there is only one candidate for a seat, a written preferential ballot is not necessary, and the Board may elect the candidate to the position by unanimous consent. If there is only one nominee for each seat, the Board may elect the entire slate of candidates simultaneously by unanimous consent.
3.7 Vacancies.
Vacancies on the Board of Directors shall exist upon the death, resignation, removal, or disqualification of any Director, or whenever the number of Directors is increased by amendment to the Bylaws of the corporation. The Board of Directors or the President 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. Directors may also be removed with or without cause by a two-thirds (2/3) vote of the Board of Directors. Any Director may resign effective upon giving written notice to the President or the Secretary, unless the notice specifies a later date for the effectiveness of such a resignation. Unless otherwise specified therein, the acceptance of such a resignation by the Board of Directors shall not be necessary for such a resignation to take effect. No Director may resign if the corporation would then be left without a duly elected or appointed Director or Directors in charge of its affairs, except upon notice to the Attorney General.
[Vote needed to remove director changed from 8 votes to a 2/3 vote by Resolution 1991-28, 10-5-91. This section, formerly 4.12, was moved to its present location by Resolution 94-6, adopted October 29, 1994.]
3.8 Filling of Vacancies.
After a vacancy on the Board of Directors occurs, the President shall have ninety (90) days to fill the vacancy by appointment. If a vacancy is not filled by the President within ninety (90) days, the Vice President shall have the power to fill the vacancy. If, within an additional ninety (90) days, the Vice President has not filled the vacancy, the Directors shall fill the vacancy at the next regular meeting by election by written preferential ballot, with each Director having one vote. If there is only one candidate for a seat, a written preferential ballot is not necessary, and the Board may elect the candidate to the position by unanimous consent. All appointments of the President or the Vice President may serve only until the next regular meeting of the Board, at which time they must be confirmed by a majority of the Directors present in order to remain in the seat until its regularly scheduled expiration. Should the Director in question fail to be confirmed by the Board, the seat will be declared vacant once again, and the procedure detailed in this Section shall start anew, with the President having ninety (90) days to fill the vacancy.
3.9 Compensation.
Directors shall serve without compensation. They shall, however, be allowed reasonable advancement of reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3.3 of these Bylaws. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such other compensation is reasonable and allowable under the provisions of Section 3.10 of these Bylaws.
3.10 Restrictions Regarding Interested Directors.
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, “interested persons” means any of the following:
3.10.1 Any person currently being compensated by the corporation for services rendered it within the last twelve (12) months, whether as a full-time or part-time Officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as a Director;
3.10.2 Any brother, sister, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
3.11 Non-Liability of Directors.
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
3.12 Indemnification by Corporation of Directors, Officers, Employees, and Other Agents.
To the extent that a person who is, or was, a Director, Officer, employee, or other agent of this corporation 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 she or he is, or was, an agent of the corporation, or had 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 corporation, but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.
3.13 Insurance for Corporate Agents.
The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any agent of the corporation (including a Director, Officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
3.14 Director Emeritus
3.14.1. The Board of Directors may convey to any person who has served as a Director but who is not currently a Director the title of Director Emeritus.
3.14.2. Directors Emeritus shall have rights of the floor at all meetings, shall receive all notices sent to Directors, may participate in debate as any active Director, and shall otherwise be treated as a Director, except that Directors Emeritus shall not have a vote and shall not count toward quorum requirements.
3.14.3. A motion to convey the title and privileges of Director Emeritus or to remove such title and privileges shall be in order at any meeting of the Board of Directors or of a meeting of Directors-Elect for the purposes of electing officers as defined in Section 5.4. Such motions shall require a two-thirds (2/3) vote of the entire membership of the Board of Directors for passage.
3.14.14. Any person with the title of Director Emeritus who subsequently becomes a Director shall have all rights and privileges of a Director, and shall automatically re-assume the title and privileges of Director Emeritus upon again no longer being a Director. Directors Emeritus may exercise proxies in the same manner as any other person.
[Resolution 2009-01 adding Section 3.14 adopted March 28, 2009.]
