Section 4: Meetings and Procedure of the Board of Directors

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4 Meetings and Procedure of the Board of Directors


4.1 Regular Meetings.


Regular meetings of the Board of Directors shall be held on the third Saturday of March, July, and November at 1:00 p.m., or as such other date and time during those months as the President may designate.


[The President was given authority to modify the regular meeting date and time by Resolution 1992-13, 4/4/92, at which time the previous verbiage regarding meetings falling on holidays was removed. Note that if the President orders the meeting to be held at a date or time other than the regular time listed here, or at a place other than the principal office of the corporation (per section 4.3), then a notice of the regular meeting is required per section 4.4.]


[Regular meetings were defaulted to the first Saturday of April and October until the passage of Resolution 1996-9, 4/20/96, which changed the frequency of regular meetings from two to three times a year and also changed the months in which such meetings were to be held.]


4.2 Special Meetings.


Special meetings of the Board of Directors may be called by the President of the Board, and shall be called upon the written request of any two Directors.


4.3 Place of Meetings.


For each regular meeting, the Board of Directors shall designate a location at the previous meeting. In the absence of such a designation, the President shall designate the location for such a meeting. In the absence of a designation from the President, the Vice President shall designate a location for such a meeting. In the absence of a designation from both the President and Vice President, the meeting shall be held at the principal office of the corporation. For special meetings, the President shall designate a location within the San Francisco Bay Area as defined by these Bylaws. In the absence of a designation from the President, the Vice President shall designate a location within the San Francisco Bay Area as defined by these Bylaws. In the absence of a designation of location from either the President or the Vice President, the Director or Directors calling the meeting shall designate a location in the San Francisco Bay Area as defined in these Bylaws. The Director or Directors calling special meetings shall make a good faith effort to contact the President in order to allow him or her to designate a location. If the Director or Directors calling the special meeting are unable to contact the President, the Director or Directors calling the special meeting shall make a good faith effort to contact the Vice President in order to allow him or her to designate a location before doing so themselves.


4.4 Notice of Meetings.


4.4.1. Except when such meeting is being held at the principal office of the corporation at the regular time and on the regular date, the Secretary shall, on or before the twenty-fifth (25th) day of the month preceding such regular meeting, send each Director a notice of the date, time, and place of such regular meeting by any of the means described elsewhere in this section. No notice is required if the meeting is being held at the principal office of the corporation at the regular time and on the regular date.


4.4.2. Special meetings of the Board may be held upon four (4) days’ notice by first-class mail or private delivery service or forty-eight (48) hours notice by personal service, fax machine, telephone or electronic mail.


4.4.3. If sent by mail, private delivery service, or electronic mail, a notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the electronic mail service or private delivery service. Notices sent by electronic mail shall include a request for delivery confirmation if such request is technically possible; however, the absence of such request shall not invalidate the notice. Such notices shall be addressed to the Director at his or her address as kept in the books of the corporation maintained by the Secretary. The Secretary shall issue copies of these addresses to all Directors no less frequently than twice per calendar year.


4.4.4. Directors who provide an electronic mail address, telephone number, or fax number to the Secretary shall be assumed to be willing to accept notices delivered by electronic mail, telephone, or fax machine unless the director informs the Secretary otherwise.


4.4.5. If the corporation maintains an electronic mail discussion list for Directors, notices posted to that list shall be considered as delivered by electronic mail to each director subscribed to that list, except for any director who has informed the Secretary of his/her unwillingness to receive notices by electronic mail.


[Personal service and fax machine added as valid methods of giving notices by Resolution 1991-29, 10-5-91. On parliamentary inquiries at the time of adoption, “personal service” was defined as the person hand-delivering the notice to the person receiving it, and further, that a director may be served a notice by fax machine only if s/he has registered a fax machine number with the Secretary.]


[Private delivery service added as valid methods of giving notices by Resolution 1994-6, 10-29-94. On parliamentary inquiries at the time of adoption, “private delivery services” were defined to include package delivery companies such as Federal Express, DHL, UPS, but were defined to explicitly exclude electronic mail.]


[Electronic mail (including through a board of directors electronic mailing list) added, and telegraph deleted, as valid methods of giving notices by Resolution 2009-02, 3-28-2009. This overturns the portion of the ruling related to Resolution 1994-6 that effectively prohibited e-mail notification.]


4.5 Contents of Notice.


Notice of meetings not herein dispensed with shall specify the place, day, and time of the meeting, and shall contain the text of any amendments to the Bylaws or Articles of Incorporation as provided for in article 10.


4.6 Waiver of Notice and Consent to Holding Meetings.


The transactions of any meeting of the Board of Directors, 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 corporate records and made part of the minutes of the meeting.


4.7 Quorum for Meetings.


A quorum shall consist of a majority of the members of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board of Directors 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. 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 the minimum number of Directors required for any such action as may be required by law, or the Articles of Incorporation, or the Bylaws of this corporation.


[Quorum changed from 6 members to a majority of the members of the BoD by Resolution 1991-25, 10-5-91]



4.8 Proxy Voting.


4.8.1 Any Director may designate another Director or any other person to act as his or her proxy at any meeting. A person may exercise multiple proxies.


4.8.2 Proxies must be issued in writing, and are not valid until received by the secretary of the meeting. Unless otherwise specified in the proxy designation, all proxies expire at the end of the meeting at which they take effect. If a proxy designation gives specific instructions as to how the proxy should be voted, the proxy must be voted in accordance with those instructions.


4.8.3 If a proxy is given to another Director, the proxy vote is only counted on roll-call votes. If a proxy is given to a person who is not a Director, that person may participate in discussion and may exercise all of the normal privileges and be subject to the normal restrictions of Directors. Proxies shall not count toward quorum requirements.


[Commentary by Kevin Standlee (added 9-24-91): The effect of the last sentence of section 4.8.3 is that no person may exercise a majority of the voting power of the corporation. For example, with an eleven person board of directors, no director could exercise more than four proxies, and no non-director could exercise more than five proxies, since the proxies do not count as directors present when determining a quorum.]


4.9 Majority Action as Board Action.


Every act or decision done or made by the 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 Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees [Section 5212], approval of contracts or transactions in which a Director has a material financial interest [Section 5233] and indemnification of Directors [Section 5238(e)], require a greater percentage or different voting rules for approval of a matter by the Board. All references to the number of votes required for any action (i.e. majority, two-thirds, three-fourths, unanimous) refer to the percentage of those votes cast on a matter whenever a quorum is present.


[Last sentence explicitly defining references to number of votes cast added by Resolution 1991-28, 10-5-91.]


4.10 Conduct of Meetings.


Meetings of the Board of Directors shall be presided over by the President of the Board or, in his or her absence, the Vice President of the Board or, in his or her absence, the most senior Director present who is neither the Secretary nor the Treasurer. The person presiding over the meeting may designate any other Director to preside over the meeting if he or she wishes. The Secretary of the corporation shall act as secretary of all meetings of the Board. In the absence of the Secretary, the person presiding over the meeting shall appoint a Director or other person to serve as secretary of the meeting. If a person who is not a Director is appointed to serve as secretary of the meeting, that person shall neither vote nor participate in the discussion except to carry out the duties of the secretary of the meeting.


Meetings shall be governed by the current edition of Robert’s Rules of Order, Newly Revised, and such rules as the Board adopts and may revise from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.


[Second paragraph added as parliamentary authority by Resolution 1991-21, effective 6-24-91.]


4.11 Action by Unanimous Written Consent Without Meeting.


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 Directors shall individually or collectively consent in writing to such action. For purposes of this Section only, “all Directors” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes and 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 the corporation authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.


[Sections 4.12 and 4.13 moved to 3.7 and 3.8 by Resolution 1994-6, 10-29-94. Section 4.14 added by Resolution 1991-24, effective 6-24-91; repealed by Resolution 1991-28, 10-5-91]