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NAME
1. Name
of Corporation. The name of this corporation is National Center
on Disability and Journalism (NCDJ).
OFFICES
2. Offices.
(a) Principal
Executive Office. The principal executive office of the corporation
shall be located in San Francisco County, California. The Board
of Directors may change the location of this office from one location
to another. Any such change shall be noted on these Bylaws by
the Secretary or this section may be amended to state the new
location.
(b) Other
Offices. Other offices may at any time be established at any
place or places specified by the Board of Directors.
MEMBERS
3. Members.
Any action which would otherwise require membership approval shall
require only approval of the Board of Directors. All rights which
would otherwise vest in members shall vest in the Board of Directors.
(a) Statutory
Members. The corporation shall not have any members within
the meaning of Section 5056 of the California Corporations Code.
(b) Non-Statutory
Members. Upon designation of criteria for advisory membership
the Board of Directors, the corporation may have advisory members
who are not members within the meaning of Section 5056 of the
California Corporations Code.
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OBJECTIVES
AND PURPOSES
4. Objectives
and Purposes of Corporation. The corporation shall be dedicated
primarily to improve the fairness, accuracy and diversity of news
reporting on disability.
The primary
objectives and purposes of this corporation shall be to:
1. Research, develop and distribute educational materials to journalism
educators and working journalists.
2. Establish a student internship program where students will
learn about and analyze issues surrounding the reporting of disability
and the inclusion/exclusion of disability issues and people with
disabilities in print and electronic journalism.
3. Collaborate with journalism educational and teaching organizations
and institutions to integrate disability issues into their curricula.
This corporation
has been formed under the California Nonprofit Public Benefit Corporation
Law for the charitable and educational purposes described above,
and it shall be nonprofit and nonpartisan. No substantial part of
the activities of the corporation shall consist of the publication
or dissemination of materials or statements with the purpose of
attempting to influence legislation, and the corporation shall not
participate or intervene in any political campaign on behalf of
or in opposition to any candidate for public office.
The corporation
shall not, except to an insubstantial degree, engage in any activities
or exercise any powers that are not in furtherance of its primary
charitable and educational purposes.
This corporation
shall hold and may exercise all such powers as may be conferred
upon a nonprofit corporation by the laws of the State of California
and as may be necessary or expedient for the administration of the
affairs and attainment of the purposes of the corporation, provided,
however, that in no event shall the corporation engage in activities
which are not permitted to be carried on by a corporation exempt
under Section 501(c)(3) of the Internal Revenue Code.
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DEDICATION
OF ASSETS
5. Assets
of Corporation. The properties and assets of this nonprofit
corporation are irrevocably dedicated to charitable and educational
purposes. No part of the net earnings, properties, or assets of
this corporation, on dissolution or otherwise, shall inure to the
benefit of any private person or individual, or any member, director
or officer of this corporation. On liquidation or dissolution, all
remaining properties and assets of the corporation shall be distributed
and paid over to an organization dedicated to charitable purposes
which has established its tax-exempt status under Internal Revenue
Code Section 501(c)(3).
BOARD
OF DIRECTORS
6. Number.
The authorized number of directors of the corporation shall not
be less than two (2) nor more than fifteen (15) until changed by
amendment of the Articles of Incorporation or by a bylaw amending
this Section 6. The exact number of directors shall be fixed from
time to time, within the limits specified in this Section 6, by
the Board of Directors.
7. Powers.
Subject to the limitations imposed by law or contained in the Articles
of Incorporation or these by-laws, the activities and affairs of
the corporation shall be conducted and all corporate powers shall
be exercised by or under the ultimate director of the Board of Directors.
8. Duties.
It shall be the duty of the directors to:
(a) Perform
any and all duties imposed on them collectively or individually
by law, by the Articles of Incorporation of this corporation,
or by these Bylaws;
(b) Appoint
and remove, employ and discharge, and, except as otherwise provided
in these Bylaws, prescribe the duties and fix the compensation
of the executive director;
(c) Supervise
the executive director of the corporation to assure that his or
her duties are performed properly;
(d) Meet
at such times and places as required by these Bylaws;
(e) Register
their addresses with the Secretary of the corporation and notices
of meetings mailed, faxed, telephoned, TTYed, or telegraphed to
them at such addresses shall be valid notices thereof.
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9. Vacancies.
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.
10. Election,
Term of Office and Vacancies. Directors of the corporation shall
be elected by the Board. The terms of the directors shall be two
years. However, 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. Terms shall be staggered, so that no more than
eight nor less than one director(s) shall be elected each year,
unless the election of additional directors is necessitated in order
to fill vacancies. Each director, including a director elected to
fill a vacancy, shall hold office until the expiration of the term
for which the director was elected. Vacancies on the Board of Directors,
whether or not caused by removal, may be filled by a majority of
the directors then in office, regardless of whether they constitute
a quorum, or by a sole remaining director. No reduction in the authorized
number of directors shall have the effect of removing any director
prior to the expiration of such director's term of office. Directors
shall not serve more than three full consecutive two-year terms;
with the exception that the third term of a director who is elected
as President of the corporation may be extended for one year.
The Executive
Director shall be on the board of directors. The Executive Director
shall be exempt from any term limit. However, the Executive Director
shall not be involved in the Board of Director's evaluation of the
Executive Director's performance.
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11. Removal.
(a) For Cause.
The Board of Directors may declare vacant the office of any director
who has been declared to be of unsound mind by final court order,
convicted of a felony, absent from three consecutive meetings
of the Board and fails to present a reason for such absences which
are acceptable to a majority of the Board, or found by a final
court order or judgment to have breached any duty under Article
3, (relating to standards of conduct) of the California Nonprofit
Corporation Law.
(b) Without
Cause. Any director may be removed without cause if such removal
is approved by all of the directors then in office.
12. Resignation.
Any director may resign by giving written notice to the Chairman
of the Board, the President, the Secretary or the Board of Directors.
The resignation of a director shall be effective when notice is
given unless the notice specifies a later time. The resignation
shall be effective regardless of whether it is accepted by the corporation.
Except upon notice to the Attorney General of the State of California,
no director may resign when the corporation would then be left without
a duly elected director or directors in charge of its affairs.
13. Compensation.
Directors shall serve without compensation. They shall be allowed
reasonable advancement or reimbursement of expenses incurred in
the performance of their regular duties as specified in Section
8 of this Article. Subject to Section 10 of these by-laws, nothing
in these by-laws shall be construed to preclude any director from
serving the corporation in another capacity and receiving just and
reasonable compensation for such service.
14. Restriction
on Interested Directors. Not more than 49% of the persons serving
on the Board of Directors may be interested persons. For purposes
of this Section 14, an interested person is either (I) any person
currently being compensated by the corporation for services rendered
to it within the previous twelve (12) months, whether as a full-
or part-time officer or other employee, independent contractor,
or otherwise, excluding any reasonable compensation paid to a director
as director, or (ii) any brother, sister, ancestor, 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.
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15. Committees.
(a) Committees
of the Board. The Board of Directors may, by resolution adopted
by a majority of the number of directors then in office, provided
that a quorum is present, create an Executive Committee (to be
composed of the President, the First, Second, and Third Vice Presidents,
the Secretary, and the Treasurer, and to have all of the powers
and authority of the Board of Directors, which may be exercised
by said Executive Committee in times of emergency, or when it
is not feasible to obtain a meeting of the Board of Directors),
and one or more additional committees of the Board, each consisting
of two or more directors, to serve at the pleasure of the Board.
Appointments to any such committee shall be by a majority vote
of the directors then in office. The Board may appoint one or
more directors as alternate members of any such committee who
may replace any absent member at any meeting of the committee.
To the extent permitted in the resolution of the Board of Directors,
any such committee may exercise all of the authority of the Board
except:
(i) The approval of any action which, under the California Nonprofit
Corporation Law, would also require approval by the members or
by a majority of all members, were this a corporation with members.
(ii) The
filling of vacancies on the Board or any committee which has the
authority of the Board.
(iii) The
fixing of compensation of the directors for serving on the Board
or any committee.
(iv) The
adoption, amendment or repeal of by-laws.
(v) The amendment
or repeal of any resolution of the Board which by its express
terms is not so amendable or repealable.
(vi) The
appointment of committees of the Board or the members of such
committees.
(vii) The
expenditure of corporate funds to support a nominee for director
after there are more people nominated for director than can be
elected.
(viii) The
approval of any self-dealing transaction, except as provided in
Section 5233 (d) (3) of the California Nonprofit Corporation Law.
(b) Advisory
Committee; Other Committees. The Board of Directors may appoint
an Advisory Committee to advise the Board of Directors in the
affairs of the corporation, as the committee may deem necessary
or expedient. Further, pursuant to specific resolution, the Board
may delegate to any committee, however composed, any power or
powers other than those set forth in subparagraphs (i) through
(viii) of paragraph (a) above; provided however, that all such
delegated powers shall be exercised under the ultimate direction
of the Board.
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16. Inspection
of Records and Properties. Each director may inspect all books,
records, documents and physical properties of the corporation at
any reasonable time. The right of inspection includes the right
to copy and make extracts.
17. Time
and Place of Meetings and Telephone Meetings. Regular meetings
of the Board of Directors shall be held at such times as the Board
may determine. All meetings of directors shall be held at the principal
office of the corporation or at such other place as shall be designated
in the notice of the meeting or in a resolution of the Board of
Directors. Directors may participate in a meeting though use of
conference telephone or similar communications equipment, provided
that all members so participating can communicate with each other.
18. Call.
Special meetings of the Board of Directors may be called by the
President, the Secretary, any Vice President or any two directors.
19. Notice.
Regular meetings of the Board of Directors may be held without notice
if the time and place of such meetings has been fixed in these by-laws
or by the Board. Special meetings shall be held upon four days'
notice by first class mail or 48 hours notice delivered personally
or by telephone or telegraph, and regular for such meetings. Neither
a notice nor a waiver of notice must specify the purpose of any
regular or special meeting. 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 is announced at the meeting
at which the adjournment is taken, but if a meeting is adjourned
for more than 24 hours, notice of the adjourned meeting shall be
given prior to the time of such meeting to the directors who were
not present at the time of the adjournment.
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20. Meeting
Without Regular Call and Notice. The transactions of any meeting
of the Board of Directors, however called and noticed and wherever
held, are as valid as though had at a meeting duly held after regular
call and notice if a quorum is present and if, either before or
after the meeting, each of the directors not present signs a written
waiver of notice, a written consent to the holding of the meeting
or an approval of the minutes of the meeting. For such purposes,
a director shall not be considered present at a meeting if, although
in attendance at the meeting, the director protests the lack of
notice prior to the meeting or at its commencement.
21. Action
Without Meeting. Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting, if all
of the members of the Board individually or collectively consent
in writing to such action.
22. Quorum
and Required Vote. A quorum shall consist of two-thirds (2/3)
of the Directors. Subject to Section 5212 (creation of and appointment
to committees) , sections 5233 and 5234 (self-dealing transactions)
, Section 5235 (compensation of directors or officers) and Section
5238(e) (indemnification of corporate agents) of the California
Non-profit Corporation 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. A meeting at which
a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken
is approved by at least a majority of the required quorum for such
meeting. A majority of the directors present at a meeting, whether
or not a quorum is present, may adjourn the meeting to another time
and place. While no motion can be made at a meeting without a quorum,
business can still be discussed.
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23. Committee
Meetings. The principles set forth in Sections 15 through 22
of these by-laws shall apply to committees of the Board and to actions
taken by such committees.
24. Indemnification
of Directors, Officers, Employees and Certain Others.
(a) Right
of Indemnity. To the full extent permitted by law, this corporation
shall indemnify its directors, officers, employees and other persons
described in Section 5238 (a) of the California Non-profit Corporation
Law, including persons formerly occupying any such position, against
all expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred by them in connection with any
"proceeding," as that term is used in such Section,
including without limitation an action by or in the right of the
corporation, an action brought under Section 5233 (self-dealing
transactions) of the California Non-profit Corporation Law and
an action brought by the Attorney General or a person granted
relator status by the Attorney General for any breach of duty
relating to assets held in charitable trust, by reason of the
fact that such person is or was a person described by such Section.
"Expenses," as used in this by-law, shall have the same
meaning as in Section 5238(a) of the California Non-profit Corporation
Law.
(b) Approval
of Indemnity. Upon written request to the Board of Directors
by any person seeking indemnification under Section 5238(b) or
Section 5238(c) of the California Non-profit Corporation Law,
the Board shall promptly determine in accordance with Section
5238 (e) whether the applicable standard of conduct set forth
in Section 5238(b) or Section 5239(c) has been met and, if so,
the Board shall authorize indemnification.
(c) Advancement
of Expenses. To the full extent permitted by law and except
as is otherwise determined by the Board of Directors in the specific
instance, expenses incurred by a person seeking indemnification
under this by-law in defending any proceeding covered by this
by-law shall be advanced by the corporation prior to the final
disposition of the proceeding upon receipt by the corporation
of an undertaking by or on behalf of such person to repay such
amount unless it shall ultimately be determined that such person
is entitled to be indemnified by the corporation therefore.
(d) Insurance.
The Board of Directors may authorize the corporation to purchase
and maintain insurance on behalf of any or all Directors, insuring
the board to the extent permitted by law, against any liability
asserted against them in any service to or on behalf of the corporation
and/or to any other organization at the request of the corporation
to the extent determined appropriate by the Board of Directors.
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OFFICERS
25. Titles
and Relation to Board of Directors. The officers of the corporation
shall include a Chairman of the Board or a President or both, a
Secretary and a Chief Financial Officer. The Board of Directors
may also appoint one or more Vice President, Assistant Secretaries,
Assistant Financial Officers or other officers. Any number of offices
may be held by the same person, except that neither the Secretary
nor the Chief Financial Officer may serve concurrently as the President
or Chairman of the Board. All officers shall perform their duties
and exercise their powers subject to the direction of the Board
of Directors.
26. Appointment,
Term of Office and Vacancies. The officers of the corporation
shall be appointed by the Board of Directors. The Board may appoint
officers or fill vacant offices at any time. No officer must be
a member of the Board of Directors except the Chairman of the Board.
The officers shall hold office for one year, except that the Board
of Directors may remove an officer at any time subject to such officer's
rights, if any, under a contract or employment.
27. Resignation.
Any officer may resign at any time upon 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. The resignation of
an officer shall be effective when notice is given unless the notice
specifies a later time. The resignation shall be effective regardless
of whether it is accepted by the corporation.
28. Chairman
of the Board: President. If the Board of Directors elects a
Chairman of the Board, such officer shall preside over all meetings
of the Board of Directors. If there be no Chairman of the Board,
the President shall perform such duties. The Board of Directors
shall designate either the Chairman of the Board or the President
as the chief Executive officer and may prescribe the duties and
powers of the chief executive officer. If there be no Chairman of
the Board, the President shall be the chief executive officer. Such
person shall appoint the members of the Nominating Committee and
any other committees created by such person and not by the Board,
and shall be an ex-officio member of all committees created by the
Board or by such person, except the Nominating Committee.
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29. Secretary.
Unless otherwise determined by the Board of Directors or the chief
executive officer, the Secretary shall have the following powers
and duties:
(a) Record
of Corporate Proceedings. The Secretary shall attend all meetings
of the Board of Directors and shall record all votes and the minutes
of such meetings in a book to be kept at the principal office
of the corporation or at such other replace as the Board may determine.
The Secretary shall keep, at the corporation's Articles of Incorporation
and by-laws, as amended.
(b) Notices.
The Secretary shall give such notices as may be required by law
or these by-laws.
30. Chief
Financial officer. Unless the Board of Directors designates
another officer, the Chief Financial Officer shall be the treasurer
of the corporation. Unless otherwise determined by the Board of
Directors or the chief executive officer, the Chief Financial Officer
shall have custody of the corporate funds, shall keep adequate and
correct accounts of the corporation's properties and business transactions,
shall disburse such funds of the corporation as may be ordered by
the Board or the chief executive officer (taking proper vouchers
for such disbursements) and shall render to the chief executive
officer and the Board, at regular meetings of the Board or whenever
the Board may require, an account of all transactions and the financial
condition of the corporation.
31. Other
Officers. The First Vice President (if any) shall, in the absence
or inability of the President, perform the duties and exercise the
powers of the President, and shall perform such other duties may
be assigned by the Board of Directors. The Second and Third Vice
Presidents, successively (if any), shall act in the absence or inability
of the President and the First Vice President. The other officers
of the corporation, if any, shall exercise such powers and perform
such duties as the Board of Directors or the chief executive officer
shall prescribe.
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STANDARD
OF CARE
32. General.
A director shall perform the duties of a director, including duties
as a member of any committee of the Board on which the director
may serve, in good faith, in a manner such director believes to
be in the best interest of this corporation and with such care,
including reasonable inquiry, as an ordinarily prudent person in
a like situation would use under similar circumstances.
In performing
the duties of a director, a director shall be entitled to rely on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented
by:
(a) One or
more officers or employees of the corporation whom the director
believes to be reliable and competent in the matters presented;
(b) Counsel,
independent accountants or other persons as to matters which the
director believes to be within such person's professional or expert
competence; or
(c) A committee
of the Board upon which the director does not serve, as to matters
within its designated authority, which committee the director
.believes to merit confidence, so long as in any such case, the
director acts in good faith, after reasonable inquiry when the
need therefore is indicated by the circumstances and without knowledge
that would cause such reliance to be unwarranted.
Except as
provided in Section 38, a person who performs the duties of a
director in accordance with the above shall have no liability
based upon any failure or alleged failure to discharge that person's
obligations as a director, including, without limiting the generality
of the foregoing, any actions or omissions which exceed or defeat
a public or charitable purpose to which a corporation, or assets
held by it, are dedicated.
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EXECUTION
OF CORPORATE INSTRUMENTS, AND VOTING
OF STOCKS AND MEMBERSHIPS HELD BY THE CORPORATION
33. Execution
of Corporate Instruments. The Board of Directors may, in its
discretion, determine the method and designate the signatory officer
or officers or other person or persons, to execute any corporate
instrument or document, or to sign the corporate name without limitation,
except when otherwise provided by law, and such execution or signature
shall be binding upon the corporation.
Unless otherwise
specifically determined by the Board of Directors or otherwise required
by law, formal contracts of the corporation, promissory notes, deeds
of trust, mortgages, and other evidences of indebtedness of the
corporation, and other corporate instruments or documents, and certificates
of shares of stock owned by the corporation, shall be executed,
signed, or endorsed by the Chairman of the Board, or the President
and by the Secretary or Treasurer or any Assistant Secretary or
Assistant Treasurer.
All checks
and drafts drawn on banks or other depositories on funds to the
credit of the corporation, or in special accounts of the corporation,
that is over a specified amount, shall be signed by the Executive
Director and the Treasurer. All checks and drafts below a specified
amount shall be signed by the Executive Director only. The amounts
shall be specified by the Board of Directors.
34.
Voting of Stocks Owned by Corporation. All stock of other
corporations or memberships in other corporations owned or held
by the corporation for itself, or for other parties in any capacity,
shall be voted, and all proxies with respect to such stock or memberships
shall be executed, by the person authorized to do so by resolution
of the Board of Directors, or in the absence of such authorization,
by the Chairman of the Board, the President, or by any other person
authorized to do so by the Chairman of the Board or the President.
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REPORTS
35. Reports
to-Directors.
(a) Annual
Report. The corporation shall furnish annually to all directors
a report containing the following information, in appropriate detail
and accompanied by a report of independent accountants or (if there
is no report of independent accountants) the certificate of the
Chief Financial officer or other authorized officer that such information
was prepared without audit from the books and records of the corporation:
(i) The assets
and liabilities, including the trust funds, of the corporation
as of the end of the fiscal year.
(ii) The
principal changes in assets and liabilities, including trust funds,
during the fiscal year.
(iii) The
revenue or receipts of the corporation, both unrestricted and
restricted to particular purposes, for the fiscal year.
(iv) The
expenses or disbursements of the corporation, for both general
and restricted purposes, during the fiscal year.
(v) Any information
required by subsection (b) below.
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(b)
Annual Statement. For purposes of this subsection (b), a "covered
transaction" is a transaction in which the corporation, its
parent or its subsidiary was a party, and in which either of the
following "interested persons" had a direct or indirect
material financial interest (other than a mere common directorship):
(1) any director or officer of the corporation, its parent or its
subsidiary; (2) any holder of more than 10 percent of the voting
power of the corporation, its parent or its subsidiary. The corporation
shall include in the annual report to directors required by subsection
(a) above a statement briefly describing:
(i) Any
covered transaction during the previous fiscal year involving
more than $40,000, or which was one of a number of covered transactions
in which the same interested person had a direct or indirect
material financial interest, and which transactions in the aggregate
involved more than $40,000. The description shall include the
names of the interested person or persons involved in such transaction,
such person's relationship to the corporation, the nature of
such person's interest in the transaction and, where practicable,
the amount of such interest.
(ii) The
amount and circumstances of any indemnifications or advances
aggregating more than $10,000 paid during the fiscal year to
any officer or director of the corporation.
MAINTENANCE
AND INSPECTION OF CORPORATE RECORDS
36. Maintenance
and Inspection of Articles and Bylaws. The corporation shall
keep at its principal executive office, or if its principal executive
office is not in the State of California, at its principal business
office in California, the original or a copy of its Articles of
Incorporation and Bylaws as amended to date, which shall be open
to inspection by the directors at all reasonable times during office
hours. If the principal executive office of the corporation is outside
the State of California and the corporation has no principal business
office in California, the Secretary shall, on the written request
of any director, furnish to that director a copy of the Articles
of Incorporation and Bylaws as amended to date.
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37. Maintenance
and Inspection of Other Corporate Records. The accounting books,
records, and minutes of proceedings of the Board of Directors and
any committees of the corporation shall be kept at such place or
places designated by the Board of Directors, or, in the absence
of such designation, at the principal executive office of the corporation.
The minutes shall be kept in written or typed form, and the accounting
books and records shall be kept either in written or typed form
or in any other form capable of being converted into written, typed,
or printed form. Upon leaving office, each officer, employee, or
agent of the corporation shall turn over to his or her successor
or the President, in good order, such corporate monies, books, records,
minutes, lists, documents, contracts or other property of the corporation
as have been in the custody of such officer, employee, or agent
during his or her term of office.
Every director
shall have the absolute right at any reasonable time to inspect
all books, records, and documents of every kind and the physical
properties of the corporation and each of its subsidiary corporations.
The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts of documents.
CONTRACTS
AND LOANS WITH DIRECTORS AND OFFICERS
38. Contracts
or Transactions with Directors and Officers. The corporation
shall not be a party to any contract or transaction
(a) in which one or more of its directors or officers has a material
financial interest or
(b) with any corporation, firm, association, or other entity in
which one or more of its directors or officers has a material financial
interest or
(c) with any corporation, firm, association, or other entity (other
than a California nonprofit public benefit corporation) in which
one or more of its directors is a director, unless
(i) the material facts concerning the contract or transaction and
such director's or officer's financial interest or common directorship
are fully disclosed in good faith and are noted in the minutes,
or are known to all members of the board prior to consideration
by the board of such contract or transaction;
(ii) such contract or transaction is authorized or approved in good
faith by a majority of the board by a vote sufficient for that purpose
without counting the vote of such interested directors or officers;
(iii) prior to authorizing or approving the contract or transaction,
the board considers and in good faith determines after reasonable
investigation under the circumstances that the corporation could
not obtain a more advantageous arrangement with reasonable effort
under the circumstances or that the contract or transaction implements
a charitable program of this corporation;
(iv) this corporation enters into the contract or transaction for
its own benefit; and
(v) the contract or transaction is fair and reasonable to this corporation
or implements a charitable program of the corporation at the time
the contract or transaction is entered into.
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A director
or officer of this corporation shall not be deemed to have a "material
financial interest" in a contract or transaction that implements
a charitable program of this corporation solely because such a contract
or transaction results in a benefit to a director or officer or
their families by virtue of their membership in the class of persons
intended to be benefited by the charitable program of this corporation,
as long as the contract or transaction is approved or authorized
by the corporation in good faith and without unjustified favoritism.
39. Loans
to Directors and Officers. The corporation shall not make any
loan of money or property to or guarantee the obligation of any
director or officer, unless approved by the Attorney General of
the State of California; provided, however, that the corporation
may advance money to a director or officer of the corporation or
any subsidiary for expenses reasonably anticipated to be incurred
in the performance of the duties of such director or officer, provided
that in the absence of such advance, such director or officer would
be entitled to be reimbursed for such expenses by the corporation.
40. Mutual
Directors. No contract or other transaction between the corporation
and any California nonprofit public benefit corporation of which
one or more of its directors are directors of this corporation is
either void or voidable because such director(s) are present at
a meeting of the board which authorizes, approves, or ratifies the
contract or transaction if the material facts as to the transaction
and as to such director's other directorship are fully disclosed
or known to the board and the board authorizes, approves, or ratifies
the contract or transaction in good faith by a vote sufficient without
counting the vote of the common director(s), or if the contract
or transaction is just and reasonable as to the corporation at the
time it is authorized, approved or ratified.
FISCAL
YEAR
41.
The fiscal year of the corporation shall run from January 1 through
December 31 of each year.
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AUXILIARIES
42.
The Board of Directors may authorize and create auxiliaries from
time to time, which Auxiliaries shall exist by authority by the
Board. The powers and duties of the Auxiliaries shall be those prescribed
by the Board. The Auxiliaries shall be subject to the Board's regulations
and direction, and shall be entirely responsible, financially and
otherwise to the Board.
EXECUTIVE
DIRECTOR
43.
An Executive Director shall be appointed by the Board of Directors
to serve upon such term as the Board may determine and to perform
such duties as the Board may assign. The Executive Director shall
direct and manage the corporation and its programs, subject to the
direction of the Board.
NOMINATIONS
44.
The President may appoint a standing Nominating committee consisting
of five (5) members of the Board of Directors and two (2) members
of the Advisory Committee. (Suzanne, you probably want to change
the number of members on the Advisory Committee.) The Nominating
Committee shall recommend to the Board individuals to be elected
as directors. With respect to vacancies on the Board arising by
reason of the expiration of the term of an incumbent director, the
Committee's recommendation shall be made at least one month prior
to the expiration of the incumbent's term. Recommendations to fill
other vacancies on the Board shall be made as soon as practicable
after such vacancies occur. The Nominating Committee shall also
recommend to the Board no later than a time to be specified by the
Board of Directors a slate of officers of the corporation and of
the Advisory Committee. Notwithstanding the foregoing provisions
of this section nominations for directors and officers of the corporation,
and officers of the Advisory Committee, may be made from the floor
by any director at any time, including at the meeting at which directors
and/or officers are to be elected.
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CONSTRUCTION
AND DEFINITIONS
45.
Unless the context otherwise requires, the general provisions, rules
of construction, and definitions contained in the California Nonprofit
Corporation Law as amended from time to time shall govern the construction
of these Bylaws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the singular
number includes the plural and the plural number includes the singular,
and the term 'person' includes a corporation as well as a natural
person. If any competent court of law shall deem any portion of
these Bylaws invalid or inoperative, then so far as is reasonable
and possible (i) the remainder of these Bylaws shall be considered
valid and operative, and (ii) effect shall be given to the intent
manifested by the portion deemed invalid or inoperative.
AMENDMENT
OF BYLAWS
46.
These Bylaws may be adopted, amended or repealed by the vote of
a two-thirds (2/3) of the directors then in office. Such action
is authorized only at a duly called and held meeting of the Board
of Directors for which written notice of such meeting, setting forth
the proposed Bylaw revisions with explanations therefor, is given
in accordance with these Bylaws, unless such notice is waived in
accordance with these Bylaws.
CERTIFICATE
OF SECRETARY
I, the undersigned,
certify that I am the currently elected and acting Secretary of
National Center on Disability and Journalism, a California nonprofit
corporation, and the above Bylaws, consisting of 18 pages, are the
Bylaws of this corporation as adopted at a meeting of the Board
of Directors held on Tuesday, February 12, 2002.
Dated:
Executed at
SFSU San Francisco, California.
Michelle A.
Wolf, Secretary
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