BYLAWS OF ONLINE POLICY GROUP, INC. A CALIFORNIA PUBLIC BENEFIT CORPORATION
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the
corporation for the transaction of its business is located in San Francisco
County, California, or at such other place as the Board of Directors may
designate.
SECTION 2. OTHER OFFICES
The corporation may also have
offices at such other places, within or without the State of California, where
it is qualified to do business, as its business may require and as the board of
directors may, from time to time, designate.
ARTICLE 2
PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and
purposes of this corporation shall be:
(a) To research and publish
reports about issues related to human rights and civil liberties of people
accessing the Internet
(b) To provide outreach and
consulting services to schools, libraries, individuals, and communities facing
online policy challenges related to universal access to the Internet
(c) To encourage media coverage
educating the general public about online policy issues
(d) To advocate on behalf of
diverse communities of people who are underserved, underrepresented, or who
face unfair bias, discrimination, or defamation on the Internet
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have
seven 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.
SECTION 2. POWERS
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 the 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.
SECTION 3. 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, if any, of the President / Executive Director
of the corporation;
(c) Meet at such times and
places as required by these Bylaws;
(d) Register their addresses
with the Secretary of the corporation and notices of meetings mailed or
telegraphed to them at such addresses shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Except as provided later in
this section, each director shall hold office for two years until the
appropriate annual election of the Board of Directors as specified in these
Bylaws, and until his or her successor is elected and qualifies. The three
initial directors shall serve for two years. Until the Board of Directors has
the requisite seven directors, each of the four remaining directors shall be
elected at any regular board meeting to serve until the next annual election so
as to set up two classes of directors with rotating two-year terms of office.
SECTION 5. COMPENSATION
Directors shall serve without
compensation. However, 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 corporation in any capacity other than director
unless such other compensation is reasonable and is allowable under the
provisions of Section 6 of this Article.
SECTION 6. RESTRICTION 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 either:
(a) Any person currently being compensated by the corporation for
services rendered 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
(b) 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.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the
principal office of the corporation unless otherwise provided by the board or
at such place within or without the State of California 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 corporation 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 corporation 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, electronic video screen
communication, or other communications equipment. Participation in a meeting
through use of conference telephone constitutes presence in person at that
meeting so long as all directors participating in the meeting are able to hear
one another. Participation in a meeting through use of electronic video screen
communication or other communications equipment (other than conference
telephone) constitutes presence in person at that meeting if all of the
following apply:
a). Each
director participating in the meeting can communicate with all of the other
directors concurrently;
b) Each
director is provide the means of participating in all matters before the board,
including, without limitation, the capacity to propose, or to interpose an
objection to, a specific action to be taken by the corporation;
c) The
corporation adopts and implements some means of verifying 1) that all persons
participating in the meeting are directors of the corporation or are otherwise
entitled to participate in the meeting, and 2) that all actions of, or votes
by, the board are taken and cast only by directors and not by persons who are
not directors.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors
shall be held on the first Saturday of the months of June, September, December,
and March at 12:00 noon Pacific Time, unless such day falls on a legal holiday,
in which event the regular meeting shall be held at the same hour and place on
the next business day, or unless another time within a period two weeks prior
or two weeks after the regularly scheduled time is agreed by unanimous consent
of the Directors, such consent to be provided in writing by letter or
electronic mail.
If this corporation makes no
provision for members, then, at the annual meeting of directors regularly held
on the first Saturday in September, directors shall be elected by the Board of
Directors 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.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board
of Directors may be called by the Chairperson of the board, the President / Executive
Director, the Secretary, or by any two directors, and such meetings shall be
held at the place, within or without the State of California, designated by the
person or persons calling the meeting, and in the absence of such designation,
at the principal office of the corporation.
SECTION 10. NOTICE OF MEETINGS
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 telegraph. If sent by mail or
telegraph, the notice shall be deemed to be delivered on its deposit in the
mails or on its delivery to the telegraph company. Such notices shall be
addressed to each director at his or her address as shown on the books of the
corporation. 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.
SECTION 11. CONTENTS OF NOTICE
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.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING
MEETINGS
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 corporate records or
made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a
majority 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 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 Incorporation or Bylaws of this corporation.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
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
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 5238e), require a greater
percentage or different voting rules for approval of a matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of
Directors shall be presided over by the Chairperson of the Board, or, if no
such person has been so designated or, in his or her absence, the President /
Executive Director of the corporation or, in the absence of each of these
persons, by a Chairperson chosen by a majority of the directors present at the
meeting. The Secretary of the corporation 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
Roberts’ 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 Incorporation of this corporation, or with
provisions of law.
SECTION 16. 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 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 defined in Section 5233 of the California
Nonprofit Public Benefit Corporation Law. 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 corporation authorize the directors to so act, and such
statement shall be prima facie evidence of such authority.
SECTION 17. 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.
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 Chairperson of the Board, the
President / Executive Director, 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 corporation 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 approval of the board or by the unanimous written consent of the
directors then in office.
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.
SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be
personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 19. 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 he or she is, or was, an agent
of the corporation, 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
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.
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may
adopt a resolution authorizing the purchase and maintenance 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.
ARTICLE 4
OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation
shall be a President / Executive Director, a Secretary, a Chairperson of the
Board, and a Chief Financial Officer who shall be designated the Treasurer. The
corporation may also have, as determined by the Board of Directors, 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 / Executive Director or Chairperson of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer
of this corporation. 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.
SECTION 3. SUBORDINATE OFFICERS
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.
SECTION 4. REMOVAL AND RESIGNATION
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 / Executive Director or Secretary of the
corporation. 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
corporation.
SECTION 5. VACANCIES
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 / Executive Director, such vacancy may be
filled temporarily by appointment by the President / Executive Director 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.
SECTION 6. DUTIES OF PRESIDENT / EXECUTIVE DIRECTOR
The President / Executive
Director shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, supervise and control the
affairs of the corporation 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 Incorporation of this corporation, 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 Chairperson of
the Board of Directors, he or she shall preside at all meetings of the Board of
Directors. If applicable, the President / Executive Director shall preside at
all meetings of the members. Except as otherwise expressly provided by law, by
the Articles of Incorporation, or by these Bylaws, he or she shall, in the name
of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or
other instruments which may from time to time be authorized by the Board of
Directors.
SECTION 7. DUTIES OF CHAIRPERSON OF THE BOARD
In the absence of the President
/ Executive Director, or in the event of his or her inability or refusal to
act, the Chairperson of the Board shall perform all the duties of the President
/ Executive Director, and when so acting shall have all the powers of, and be
subject to all the restrictions on, the President / Executive Director. The
Chairperson of the Board shall have other powers and perform such other duties
as may be prescribed by law, by the Articles of Incorporation, or by these
Bylaws, or as may be prescribed by the Board of Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the
principal office of the corporation the original, or a copy of these Bylaws as
amended or otherwise altered to date.
Keep at the principal office of
the corporation or at such other place as the board may determine, a book of
minutes of all meetings of the directors, and, if applicable, meetings of
committees of directors and of members, recording therein the time and place of
holding, whether regular or special, how called, how notice thereof was given,
the names of those present or represented at the meeting, and the proceedings
thereof.
See that all notices are duly
given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and
of the seal of the corporation and see that the seal is affixed to all duly
executed documents, the execution of which on behalf of the corporation under
its seal is authorized by law or these Bylaws.
Keep at the principal office of
the corporation a membership book containing the name and address of each and
any members, and, in the case where any membership has been terminated, he or
she shall record such fact in the membership book together with the date on
which such membership ceased.
Exhibit at all reasonable times
to any director of the corporation, or to his or her agent or attorney, on
request therefor, the Bylaws, the membership book, and the minutes of the
proceedings of the directors of the corporation.
In general, perform all duties
incident to the office of Secretary and such other duties as may be required by
law, by the Articles of Incorporation of this corporation, or by these Bylaws,
or which may be assigned to him or her from time to time by the Board of
Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of
these Bylaws relating to the "Execution of Instruments, Deposits and
Funds," the Treasurer shall:
Have charge and custody of, and
be responsible for, all funds and securities of the corporation, and deposit
all such funds in the name of the corporation in such banks, trust companies,
or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for,
monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be
disbursed, the funds of the corporation as may be directed by the Board of
Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and
correct accounts of the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains
and losses.
Exhibit at all reasonable times
the books of account and financial records to any director of the corporation,
or to his or her agent or attorney, on request therefor.
Render to the President /
Executive Director and directors, whenever requested, an account of any or all
of his or her transactions as Treasurer and of the financial condition of the
corporation.
Prepare, or cause to be
prepared, and certify, or cause to be certified, the financial statements to be
included in any required reports.
In general, perform all duties
incident to the office of Treasurer and such other duties as may be required by
law, by the Articles of Incorporation of the corporation, or by these Bylaws,
or which may be assigned to him or her from time to time by the Board of
Directors.
SECTION 10. COMPENSATION
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 corporation,
provided, however, that such compensation paid a director for serving as an
officer of this corporation 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 corporation shall be reasonable and given in
return for services actually rendered for the corporation which relate to the
performance of the charitable or public purposes of this corporation.
ARTICLE 5
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
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 corporation) 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 corporation, except
with respect to:
(a) The approval of any action which, under law or the provisions of
these Bylaws, requires the approval of the members or of a majority of all of
the members.
(b)
The filling of vacancies on the board or on any committee which
has the authority of the board.
(c)
The fixing of compensation of the directors for serving on the
board or on any committee.
(d)
The amendment or repeal of Bylaws or the adoption of new Bylaws.
(e)
The amendment or repeal or any resolution of the board which by
its express terms is not so amendable or repealable.
(f)
The appointment of committees of the board or the members
thereof.
(g)
The expenditure of corporate funds to support a nominee for director
after there are more people nominated for director than can be elected.
(h)
The approval of any transaction to which this corporation is a
party and in which one or more of the directors has a material financial
interest, except as expressly provided in Section 5233(d)(3) of the California
Nonprofit Public Benefit Corporation Law.
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 corporate records, and report the same to the board from
time to time as the board may require.
SECTION 2. OTHER COMMITTEES
The corporation 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.
SECTION 3. MEETINGS AND ACTION OF 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.
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except
as otherwise provided in these Bylaws, may by resolution authorize any officer
or agent of the corporation to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, 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 corporation by any contract or engagement or to pledge its credit or
to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
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 corporation shall
be signed by the Treasurer and countersigned by the President / Executive
Director of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.
SECTION 4. GIFTS
The Board of Directors may
accept on behalf of the corporation any contribution, gift, bequest, or devise
for the charitable or public purposes of this corporation.
ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at
its principal office in the State of California:
(a)
Minutes of all meetings of directors, committees of the board
and, if this corporation has members, of all meetings of members, indicating
the time and place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present and the proceedings
thereof;
(b)
Adequate and correct books and records of account, including
accounts of its properties and business
transactions and accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
(c)
A record of its members, if any, indicating their names and
addresses and, if applicable, the class of membership held by each member and
the termination date of any membership;
(d)
A copy of the corporation's Articles of Incorporation and Bylaws
as amended to date, which shall be open to inspection by the members, if any,
of the corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt,
use, and at will alter, a corporate seal. Such seal shall be kept at the
principal office of the corporation. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the
absolute right at any reasonable time to inspect and copy all books, records
and documents of every kind and to inspect the physical properties of the
corporation.
SECTION 4. RIGHT TO COPY AND MAKE
EXTRACTS
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.
SECTION 5. ANNUAL REPORT
The board shall cause an annual
report to be furnished not later than one hundred and twenty (120) days after
the close of the corporation's fiscal year to all directors of the corporation
and, if this corporation has members, to any member who requests it in writing,
which report shall contain the following information in appropriate detail:
(a)
The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year;
(b)
The principal changes in assets and liabilities, including trust
funds, during the fiscal year;
(c)
The revenue or receipts of the corporation , both unrestricted
and restricted to particular purposes, for the fiscal year;
(d)
The expenses or disbursements of the corporation, for both
general and restricted purposes, during the fiscal year;
(e)
Any information required by Section 7 of this Article.
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 corporation
that such statements were prepared without audit from the books and records of
the corporation.
If this corporation has
members, then, if this corporation receives TWENTY-FIVE THOUSAND DOLLARS
($25,000), or more, in gross revenues or receipts during the fiscal year, this
corporation 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.
ARTICLE 8
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the
corporation shall begin on July 1 and end on June 30 of each year.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law
applicable to the amendment of Bylaws of public benefit nonprofit corporations,
these Bylaws, or any of them, may be altered, amended, or repealed and new
Bylaws adopted by approval of a majority of the number of directors serving on
the Board of Directors, or by the unanimous written consent of the directors
then in office.
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT
Subject to any provision of law
applicable to the amendment of Articles of Incorporation of public benefit
nonprofit corporations, the Articles of Incorporation, or any of them, may be
altered, amended, or repealed and new Articles of Incorporation adopted by
approval of a majority of the number of directors serving on the Board of
Directors, or by the unanimous written consent of the directors then in office.
SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above
sections of this Article, this corporation shall not amend its Articles of
Incorporation to alter any statement which appears in the original Articles of
Incorporation of the names and addresses of the first directors of this
corporation, nor the name and address of its initial agent, except to correct
an error in such statement or to delete such statement after the corporation
has filed a "Statement by a Domestic Non-Profit Corporation" pursuant
to Section 6210 of the California Nonprofit Corporation Law.
ARTICLE 11
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS
AND ASSETS
No member, director, officer,
employee, or other person connected with this corporation, or any private
individual, shall receive at any time any of the net earnings or pecuniary
profit from the operations of the corporation, provided, however, that this provision
shall not prevent payment to any such person of reasonable compensation for
services performed for the corporation 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 corporation. All
members, if any, of the corporation shall be deemed to have expressly consented
and agreed that on such dissolution or winding up of the affairs of the
corporation, whether voluntarily or involuntarily, the assets of the
corporation, after all debts have been satisfied, shall be distributed as required
by the Articles of Incorporation of this corporation and not otherwise.
ARTICLE 12
MEMBERS
SECTION 1. DETERMINATION OF MEMBERS
If this corporation makes no
provision for members, then, pursuant to Section 5310(b) of the Nonprofit
Public Benefit Corporation Law of the State of California, any action which
would otherwise, under law or the provisions of the Articles of Incorporation
or Bylaws of this corporation, require approval by a majority of all members or
approval by the members, shall only require the approval of the Board of
Directors.
WRITTEN CONSENT OF
DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of
the persons named as the initial directors in the Articles of Incorporation of
the Online Policy Group, Inc., a California nonprofit corporation, and,
pursuant to the authority granted to the directors by these Bylaws to take
action by unanimous written consent without a meeting, consent to, and hereby
do, adopt the foregoing Bylaws, consisting of seventeen pages, as the Bylaws of
this corporation.
Dated: 10/31/00
William Doherty, Director
David Gudelunas, Director
Roger Brian Alan Klorese,
Director
CERTIFICATE
This is to certify that the
foregoing is a true and correct copy of the Bylaws of the corporation named in
the title thereto and that such Bylaws were duly adopted by the Board of
Directors of said corporation on the date set forth below.
Dated: 10/31/2000
Roger Brian Alan Klorese,
Secretary
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