AMENDED AND RESTATED BYLAWS
CALIFORNIA APPELLATE DEFENSE COUNSEL INC.,
a California nonprofit mutual benefit corporation
(As adopted by the Board of Directors on January 12, 2002, and amended by the Board of Directors on January 20, 2007, October 17, 2009, October 22, 2011; January 14, 2012, November 3, 2012, January 25, 2014, and January 17, 2015.)
The principal office of the Corporation shall be at such place within the State of California as the Board of Directors (Board) may from time to time fix.
STATEMENT OF PURPOSES
The purposes of the Corporation are as follows:
- 2.1 To educate lawyers who practice appellate law.
- 2.2 To implement activities that educate trial lawyers in the problems and challenges of appellate advocacy.
- 2.3 To facilitate and advocate for reasonable and timely payment for services rendered in the field of appellate law.
- 2.4 To act as an advocate for the constitutional and other rights of citizens and litigants.
- 2.5 To further the common business and professional interests of the members of the Corporation.
BOARD OF DIRECTORS
- 3.1 Powers. All corporate powers of the Corporation shall be exercised by or under the direction of the Board.
- 3.2 Composition. Composition. The Board consists of the directors elected pursuant to section 6.4 of these bylaws (elected directors) and the following officers, if elected and serving: the President, two Vice Presidents, Treasurer, Secretary, Newsletter Editor, MCLE Coordinator, Webmaster, and Acting Past President (officer directors). As used in these bylaws, the term “director” refers to both elected directors and officer directors, unless the context requires a different meaning.
- 3.3 Qualification and Number of Elected Directors. Elected directors shall be members of the Corporation. The number of elected directors shall be not less than nine (9) and not more than nineteen (19), the specific number to be fixed by the Board from time to time.
- 3.4 Term of Elected Directors. Except as provided in section 3.6 of these bylaws, each elected director shall hold office for three years and until his or her successor shall have been elected and qualified, subject, however, to earlier removal, death or resignation.
- 3.5 Compensation of Directors. Each director shall serve without compensation. However, directors may, pursuant to a duly adopted resolution, be reimbursed for reasonable expenses incurred in the course of the Corporation’s business.
With the prior approval of the Board, directors may be compensated for rendering services to the Corporation in a capacity other than director.
Upon request, a director shall be reimbursed for reasonable travel expenses for attending Board meetings, including airfare and automobile expenses, but not overnight accommodation or meals.
- 3.6 Vacancies in Elected Directors. A vacancy on the Board shall exist whenever an elected director dies, resigns, or is removed, or the number of elected directors is increased pursuant to section 3.3 of these bylaws. A vacancy shall be filled by an election of the members of the region in which the vacancy occurs, the results of which shall be promptly certified to the Corporation by the person designated by the President to conduct the election. In the case of a director who is elected to fill a vacancy, that elected director’s term shall commence immediately, and that elected director shall serve the balance of the three-year term of the director whose vacancy is being filled.
- 3.7 Removal. The Board may at any time remove a director for cause, including commission of a felony, disbarment, suspension from the practice of law in California, malfeasance, continued gross or willful neglect of duties, conduct derogatory to the best interest of the Corporation, becoming ineligible to be a member of the Corporation, and failure to attend two consecutive Board meetings without excuse or three Board meetings within a calendar year.
- 3.8 Resignation. Any director may resign as a director effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of the resignation.
- 3.9 Committee Service. Each elected director shall serve on at least one committee or undertake an equivalent task if so requested by the President.
MEETINGS OF THE BOARD
- 4.1. Place of Meetings. Meetings shall be held at any location within or without the State of California that has been designated by resolution of the Board or designated in the notice of meeting, if any. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all directors participating in the meeting can hear one another.
- 4.2 Regular Meetings. Regular meetings of the Board shall be held three or four times a year as determined by the Board. At each regular meeting, the Board shall fix the time, date, and place of the next regular meeting. No further notice of a regular meeting need be given.
- 4.3 Election of Officers. The Board shall elect the officers of the Corporation in accordance with section 8.2 of these bylaws.
- 4.4 Special Meetings. Special meetings of the Board may be called by the President, any Vice President, the Secretary, or any two directors.
- 4.5 Notice of Special Meetings. Special meetings of the Board shall be held upon four days’ written notice by first class mail or 48 hours’ notice delivered personally or by telephone (including a voice messaging system), e-mail, facsimile, telegraph, or other electronic means. The notice of meeting need not specify the purpose of the meeting but shall specify the time and place of the meeting.
- 4.6 Waiver of Notice. The transaction of any meeting of the Board, however called and noticed and wherever held, shall be as valid as though made at a meeting 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 and consent to holding the meetings or an approval of the minutes. All such waivers, consents or approval shall be filed with the Corporate records or made a part of the minutes of the meeting.
- 4.7 Quorum. A majority of the entire Board shall constitute a quorum for the transaction of business. 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; provided, however, that 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 the 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 the meeting or such greater percentage as may be required by law, or the articles or these bylaws.
- 4.8 Conduct of Meetings. Meetings of the Board shall be presided over by the President or, in his or her absence, by any Vice-President, 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 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.
- 4.9 Action Without Meeting by Directors. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board.
- 5.1 Eligibility. Any attorney, legal paraprofessional, or law student who supports the purposes of the Corporation is eligible to be a member of the Corporation; provided, however, that no Attorney General, District Attorney, City Attorney, County Counsel, or other attorney who regularly represents a government agency in criminal or juvenile or dependency cases, or employee of any court or judicial agency, or employee of a vendor of legal support services, or attorney who has been disbarred and not reinstated, is eligible to be a member. (effective January 25, 2014)
- 5.2 Dues. The Board shall from time to time fix the level of annual dues. The Board may provide for the payment of any category of dues in installments.
- 5.3 Initial Membership. An eligible person may become a member of the Corporation by completing a membership application in the form fixed by the Board from time to time and paying the current annual dues as fixed by the Board under section 5.2.
- 5.4 Renewal of Membership.
- (a) An eligible person may renew his or her membership by paying the applicable annual dues as fixed by the Board under section 5.2.
- (b) Each member shall be assigned a “membership renewal anniversary date” corresponding to the day of the year that member becomes a member of the Corporation, except that for all existing members as of October 1, 2001, the membership anniversary date shall be January 1. A member’s annual dues shall be due by his or her membership renewal anniversary date in each successive year and the annual dues payment (even if paid late) shall be credited for one year’s membership starting on the member’s membership renewal anniversary date. Renewal dues shall be deemed delinquent if unpaid on or before the member’s membership renewal anniversary date.
- 5.5 Certification of Membership. Any officer of the Corporation may certify that a person is or is not, or was or was not, a “member in good standing” of the Corporation at any particular time if, at that time, the person is or is not, or was or was not, a member in good standing of the Corporation.
5.6 Termination of membership.
- (a) Membership terminates upon (1) resignation of the member, as provided in subdivision (b); (2) death of the member, as provided in subdivision (c); (3) a member’s becoming ineligible for membership; (4) the 30th day after notice of delinquency is sent by email to the member’s email address on the records of the Corporation, unless, on or before that 30th day, the delinquent dues are paid; or (5) expulsion of the member under sections 5.7 and 5.8.
- (b) Resignation is effective on the date a written resignation is received by the Secretary, unless an earlier date is specified in the resignation. A member who resigns may rejoin at any time, if then eligible for membership, except that if proceedings for suspension or expulsion under sections 5.7 and 5.8 were pending against the resigned member on the date the resignation was received by the Secretary, those proceedings shall be resumed and membership shall not become effective unless and until the resumed proceedings are terminated in the resigned member’s favor or, if the resumed proceedings result in suspension of membership, until the expiration of the period of suspension.
- (c) Termination of membership by death is effective on the date notice of the member’s death is received by the Secretary.
- 5.7 Expulsion or suspension: Grounds and effect.
- (a) A member may be expelled, or suspended for a specified period, for conduct detrimental to the best interests of the Corporation.
- (b) Suspension from membership does not extinguish, diminish or postpone liability for dues, including renewal dues, that become due and payable during the period of suspension.
- (c) A person expelled or suspended from membership shall not, during the period of expulsion or suspension, be entitled to any of the rights or privileges of membership, or to attend meetings of, or conferences or other events held, produced, or sponsored by, the Corporation or any of its regions or chapters, even if that meeting, conference or other event is otherwise open to attendance by persons who are not members of the Corporation. This subdivision also applies to a person who has resigned from membership while proceedings for suspension or expulsion were pending against that person, unless and until that person’s resumed membership becomes effective under section 5.6(b).
- (d) A person who has been expelled from membership may, no sooner than one year after the effective date of the expulsion, apply for readmission to membership. The application for readmission shall not be effective unless and until it is approved by the Board in its discretion.
- 5.8 Expulsion or suspension: Procedure.
- (a) Proceedings for expulsion or suspension may be initiated by the Board or by a written complaint signed by at least five members of the Corporation in good standing and submitted to the Board through the Secretary.
- (b) Unless the Board terminates the proceedings immediately (with or without advising the member charged that a future occurrence of the conduct alleged could result in suspension or expulsion), it shall refer the matter to a committee for investigation and report.
- (c) After receipt of the report of a committee appointed under this section, the Board must do one of the following:
- (1) Terminate the proceedings, with or without advising the member charged that a future occurrence of the conduct alleged could result in suspension or expulsion.
- (2) Refer the matter, in whole or in part, to the same or another committee for further investigation and report.
- (3) Determine that expulsion, or suspension for a specified period, is warranted, specify the grounds for that determination, and direct the Secretary to immediately send written notice to the member, by first class mail to the member’s address shown on the records of the Corporation, of the foregoing determination and specification of grounds and of the provisions of subdivisions (d) and (e).
- (d) A determination under subdivision (c)(3) to expel or suspend a member shall be final, effective on the 15th day after the notice under subdivision (c)(3) is mailed, unless, not later than that 15th day, the Secretary receives a written response from the member. If a timely written response is received, the Board, after considering that response, must do one of the following:
- (1) Terminate the proceedings, with or without advising the member charged that a future occurrence of the conduct alleged could result in suspension or expulsion.
- (2) Refer the matter, in whole or in part, to the same or another committee for further investigation and report.
- (3) Affirm its previous determination to suspend or expel the member, or modify that determination to provide for suspension instead of expulsion or to shorten the period of suspension. The Board’s decision to affirm or modify shall be final, and shall become effective 5 days after it is made.
- (e) In all proceedings under this section:
- (1) The formal rules of evidence shall not be applicable. The Board and any committee may consider any relevant evidence, even if excludable in civil or criminal actions, so long as it is the sort of evidence on which responsible persons are accustomed to rely in the conduct of serious affairs.
- (2) All proceedings conducted at a physical Board meeting shall be conducted in a closed session at which only the directors shall be entitled to be present. All proceedings conducted by the Board other than at a physical Board meeting shall be conducted in such manner as to include only those persons who would be present at a closed session of a physical meeting.
- (3) If any procedural matter is not expressly provided for in the bylaws, the Board may prescribe and follow any procedure it in good faith believes to be fair and expedient.
REGIONS AND CHAPTERS
- 6.1 Regions. The membership of the Corporation is divided into regions. A member belongs to the region in which the member resides, unless the member resides outside the State of California, in which event the member shall be deemed to belong to the least populous region. The regions are as follows:
- Region One: The counties that, as of October 1, 2001, comprise the First and Sixth Appellate Districts, namely, the counties of Alameda, Conta Costa, Del Norte, Humboldt, Lake, Marin, Mendocino, Monterey, Napa, San Benito, San Francisco, San Mateo, Santa Clara, Santa Cruz, Solano, and Sonoma.
- Region Two: The counties that, as of October 1, 2001, comprise the Second Appellate District, namely, the counties of Los Angeles, San Luis Obispo, Santa Barbara, and Ventura.
- Region Three: The counties that, as of October 1, 2001, comprise the Third and Fifth Appellate Districts, namely, the counties of Amador, Alpine, Butte, Calaveras, Colusa, El Dorado, Fresno, Glenn, Kern, Kings, Lassen, Madera, Mariposa, Merced, Modoc, Mono, Nevada, Placer, Plumas, Sacramento, San Joaquin, Sierra, Siskiyou, Shasta, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Yolo, and Yuba.
- Region Four: The counties that, as of October 1, 2001, comprise the Fourth Appellate District, namely, the counties of Imperial, Inyo, Orange, Riverside, San Bernardino, and San Diego.
- 6.2 Allocation of Elected Directors Among Regions. The number of elected director positions fixed by the Board pursuant to section 3.3 shall be allocated among the regions in integral numbers so that, as nearly as possible, the number of elected directors assigned to each region bears the same proportion to the total number of elected directors as the membership of that region bears to the total membership of the Corporation; provided, however, that each region shall be assigned at least one elected director. The Board shall determine the first allocation of directors as soon as reasonably possible after the adoption of these bylaws. Subsequent allocations shall be made prior to each December 1 that immediately precedes a general election of directors pursuant to section 6.4.
- 6.3 Membership Survey. The basis for the allocation of directors as provided in section 6.2 shall be a report prepared from the records of the Corporation showing the number of members residing in each region as of a date certain not more than 60 days prior to the meeting at which the allocation of directors will be determined.
- 6.4 Election of Directors. As soon as reasonably possible after the allocation of elected directors and before March 1 of 2012 and each third year thereafter, the members in each region shall elect the number of elected directors allocated to that region pursuant to section 6.2 of these bylaws. The results of a region’s election shall be promptly certified to the Corporation by the person designated by the President to conduct the election. The term of office of directors elected in accordance with this section 6.4 shall commence with the next Board meeting after certification of the election.
- 6.5 Chapters. The members in each region may organize themselves into chapters for the purpose of holding regular meetings, providing MCLE credit, and otherwise furthering the purposes of the Corporation. Subject to the supervision of the Board, the election of the directors allocated to a region may be accomplished in any reasonable manner upon which the chapters in that region may agree. Any disagreement within a region as to the manner in which directors shall be elected shall be referred to and resolved by the Board.
MEETINGS OF THE MEMBERS
- 7.1 Place of Meetings. Meetings of the members may be held at any location within or without the State of California that has been designated by resolution of the Board or designated in the notice of meeting, if any.
- 7.3 Notice of Meetings. Notice of a meeting of the members shall be given not less than 20 nor more than 90 days before the date of the meeting. Notice may be given by first class mail, telephone (including a voice messaging system), e-mail, facsimile, telegraph, or other electronic means. The notice of meeting shall specify the time and place of the meeting and the general nature of the business to be transacted, and no other business may be transacted at the meeting.
- 7.4 Quorum. One third of the members shall constitute a quorum for the transaction of business. The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to the withdrawal of members from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for the meeting or such greater percentage as may be required by law.
7.5 Majority Action as Member Action. Every act or decision done or made by a majority of the members present at a meeting duly held at which a quorum is present is the act of the members.
- 7.6 Action by Written Ballot. Any action which may be taken at a meeting of the members may be taken without a meeting by written ballot as provided in Corporations Code section 7513 or any successor to said section.
- 7.7 Conduct of Meetings. Meetings of the members shall be presided over by the President or, in his or her absence, by any Vice-President, or, in the absence of each of these persons, by a chairperson chosen by a majority of the members present at the meeting. The Secretary shall act as secretary of all meetings of the members, provided that in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
- 8.1 Officers. Officers. The officers of the Corporation shall be a President, two Vice-Presidents, a Treasurer, Secretary, and Newsletter Editor, and such other officers as the Board may from time to time choose to elect, including without limitation an MCLE Coordinator as provided in section 8.11 below, a Webmaster as provided in section 8.12 below, and the Acting Past President as provided in section 8.13 below. Officers shall be members of the Corporation but need not be directors.
- 8.2 Election. The officers of the Corporation shall be elected annually by the Board at the first meeting of the Board in each calendar year, which shall be held prior to March 1 of each year, and the officers’ terms of office shall commence at the first meeting held on or after March 1 of each year. If a person elected to an officer position is an elected director, such person shall be deemed to have resigned his or her elected director position at the time his or her term of office commences.
- 8.3 Removal and Resignation. Any officer may be removed, with or without cause, by the Board. Any officer may resign at any time by giving written notice to the President or the Secretary. Any such resignation shall take effect at the date of receipt of the notice or at any later date specified therein.
- 8.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled by the Board.
- 8.5 Reimbursement. Upon request, an officer shall be reimbursed for reasonable travel expenses for attending Board meetings, including airfare and automobile expenses, but not overnight accommodation or meals.
- 8.6 President. The President shall be the chief executive officer of the Corporation. Subject to the control of the Board, the President shall direct the affairs of the Corporation and the activities of the officers.
- 8.7 Vice-President. There shall be two Vice Presidents. The duties of each shall be determined by Board or the President. In the event of the President’s absence or inability or refusal to act, the President’s duties shall be performed by the Vice President who has the longer consecutive term as an officer, or, if both Vice Presidents have the same consecutive term, the Vice President with the longest service on the Board.
- 8.8 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.
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, 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.
Render to the President 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 in such other duties as may be required by law, by the articles, or by these bylaws, or which may be assigned to him or her from time to time by the Board.
- 8.9 Secretary. The Secretary shall keep at the principal office of the Corporation the original or a copy the Corporation’s articles and bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. The Secretary shall maintain a book of minutes of meetings of the Board and any committees.
- 8.10 Newsletter Editor. The editor shall edit and produce a regular newsletter to be distributed to all members.
- 8.11 MCLE Coordinator. The MCLE Coordinator shall supervise preparation of MCLE records for the Corporation and its members and oversee the conduct of MCLE programs conducted by the chapters.
- 8.12 Webmaster. The Webmaster shall supervise the maintenance and updating of the Corporation’s web site.
- 8.13 Acting Past President. The Chair of the Past Presidents Committee (as defined in section 9.2) shall be the Acting Past President. If the Acting Past President is unable to attend a meeting of the Board, he or she may designate another member of the Past Presidents Committee to attend and act as the Acting Past President for purposes of that meeting.
- 9.1 Executive Committee. The Corporation shall have a standing Executive Committee, which shall consist of the President, Treasurer, Secretary, and two other directors nominated by the President and confirmed by the Board. The Executive Committee will have the power to act for the Board between Board meetings as to those matters which, in the reasonable opinion of the Executive Committee, cannot be deferred until the next regularly-scheduled Board meeting, with the following conditions and limitations: (i) the Executive Committee may not reverse a decision previously made by the Board, including a Board decision to table a motion or resolution; (ii) if time reasonably permits, the Executive Committee shall send to all Board members advance e-mail notice of its intention to act for the Board, which notice shall describe the intended action and solicit the views of Board members with respect to such action; and (iii) the Executive Committee shall present an oral or written report at each Board meeting with respect to actions taken by the Executive Committee between Board meetings on behalf of the Board. The Executive Committee may not act with respect to the matters specified in subdivisions (a)(1) through (a)(8) of Corporations Code section 7212 or any successor to said subdivisions.
- 9.2 Past Presidents Committee. The Corporation shall have a standing Past Presidents Committee, which shall be chaired by the Immediate Past President, or the most recent Past President willing to serve, who shall appoint at least two other Past Presidents to the Committee. Prior to or at each meeting of the Board at which officers will be elected, the Past Presidents Committee shall advise the Board of its recommendations of the persons to be elected.
- 9.3 Other Committees. The Corporation may have such committees as may from time to time be designated by resolution of the Board.
- 9.4 Committee Procedure. 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, with such changes in the context of the bylaw provisions as are necessary to substitute the committee and its members for the Board and the directors. The Board may adopt rules and regulations pertaining to the conduct of meetings of committees, which shall not be inconsistent with the provisions of these bylaws.
EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
- 10.1 Execution of Instruments. The Board, 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 this 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.
- 10.2 Checks and Notes. Except as otherwise specifically determined by resolution of the Board, 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 or the President of the Corporation.
- 10.3 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 may select.
- 10.4 Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this Corporation.
CORPORATION RECORDS AND REPORTS
- 11.1 Maintenance of Corporation Records. The Corporation shall keep at its principal office in the State of California:
- (a) Minutes of all meetings of the Board and committees of the Board, indicating the time and place of the meetings, whether it was a special or a regular meeting, how it was called, the notice given, the names of those present or represented and the proceedings of the meeting.
- (b) Adequate and correct books of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- (c) A copy of the Corporation’s articles and bylaws as amended to date.
- 11.2 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. This inspection may be made in person or by agent or attorney designated in writing.
- 11.3 Annual Report. The Board shall, if it so elects, cause an annual report to be furnished not later than one hundred twenty (120) days after the close of the Corporation’s fiscal year to all directors of the Corporation, which report shall contain the following information.
- (a) The assets and liabilities, including trust funds, of the Corporation during 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.
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 the report was prepared without audit from the books and records of the Corporation.
- 12.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 in each year.
- 13.1 Amendments to Bylaws. These bylaws may be amended, repealed or altered in whole or in part by (1) the Board, except as provided in Corporations Code section 7150, subdivision (a) and the sections referenced there, and (2) the members, except as provided in Corporations Code section 7150, subdivision (b).
PROHIBITION AGAINST SHARING CORPORATION PROFITS AND ASSETS
- 14.1 No Benefits. No 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. This provision shall not prevent payment to persons other than directing personnel of the Corporation and their immediate families from receiving for services performed for the Corporation in affecting its public or charitable purposes, provided that this compensation is otherwise permitted by these bylaws and is fixed by resolution of the Board. 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.
Notwithstanding any other provisions of these bylaws, no director, officer or other person exercising supervisory power in the Corporation, or any of their close relatives, may be individually benefitted from the receipt of grant funds.
- 15.1 Non-Liability. The directors, officers, employees and agents of the Corporation shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
- 16.1 Indemnification. In this Article XVI, the terms “agent,” “proceeding,” and “expenses” shall have the meanings given in Corporations Code section 7237(a). The Corporation shall exercise to the fullest extent its power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an agent of the corporation against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding.
POLICY AS TO PERSONS AUTHORIZED TO REPRESENT CADC
- 17.1 No member of CADC is authorized or permitted to act on behalf of CADC, or expressly or implicitly to represent themselves as acting or speaking on behalf of CADC, except the following persons: CADC officers, acting within the scope of their office; persons specifically designated by the President or Board to do so, and then only in relation to the matter specified; the Chapter President, and then only in relation to Chapter business; and Chapter members specifically designated by the Chapter President to act or speak on behalf of the Chapter, and then only in relation to Chapter business and only in relation to the matter specified.