The principal office of this corporation shall be located in the County of Ventura, California.
This corporation shall have no voting members, but the Board of Directors may, by resolution, establish one or more classes of nonvoting members and provide for eligibility requirements for membership and rights and duties of members, including the obligation to pay dues. As this corporation makes no provision for members, pursuant to Section 5310(b) of the California Corporations Code, any action which would otherwise under law require approval by a majority of all members or approval by the members shall only require the approval of the Board of Directors.
The primary objectives and purposes of this corporation shall be:
(a) To provide information to the public about the diagnosis of, and treatment options for, uterine fibroids and related conditions affecting women's reproductive systems, and the right to receive, and the nature of, informed consent from medical providers for the treatment of uterine fibroids and related medical conditions affecting women's reproductive systems;
(b) To act as an advocate in the medical community for the rights of all women to maintain independent choice in the matter of deciding upon treatment options for uterine fibroids and related medical conditions affecting women's reproductive systems;
(c) To facilitate research studies being conducted by third parties on the cause of, treatment options for, and patient outcome associated with treatment of uterine fibroids and related medical conditions, so as to increase the body of scientific knowledge and access thereto by, among other things, funding research studies; creating, maintaining and making publicly available a database of research materials and information on current or ongoing research studies; and creating, maintaining and making publicly available databases of medical providers, researchers and patients, so as to facilitate contact between the scientific and medical community and patients, as well as to provide a forum for members of the scientific and medical community to meet one another and to share information in an effort to undertake specialty-specific and interdisciplinary research studies;
(d) To promote alternatives to hysterectomy in an effort to thereby reduce the number of unnecessary hysterectomies performed on women with gynecological problems each year in the United States;
(e) To provide support to Internet-developed women's health groups that provide services to women recovering from treatment choices for uterine fibroids and/or other conditions of women's reproductive systems that resulted in a negative outcome and/or reduced quality of life for the women receiving such treatment.
BOARD OF DIRECTORS
Section 1. Powers.
The property, affairs and activities of this corporation shall be managed and controlled and its powers exercised by the Board of Directors. This corporation shall have powers to the full extent allowed by law directly or, if delegated, under the ultimate direction of the Board of Directors, and shall be consistent with the purposes and limitations set forth in the Articles of Incorporation and these Bylaws.
Section 2. Duties.
(A) The Board of Directors may:
(1) Appoint and discharge advisors and consultants who have skills necessary or helpful to the corporation.
(2) Employ and discharge persons for the furtherance of the purposes of the corporation.
(3) Exercise all other powers necessary to manage the affairs and further the purposes of the corporation in conformity with the Articles of Incorporation and these Bylaws.
(B) The Board of Directors shall:
(1) 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.
(2) Direct the Executive Director and Treasurer of the corporation to present at the annual meeting of the Board of Directors a financial report, verified by the Executive Director and Treasurer or certified by an independent public accountant or a certified public accountant or a firm of such accountants selected by the Board of Directors. This report shall be filed with the records of the corporation and a copy or abstract thereof entered in the minutes of the proceedings of the annual meeting of the Board of Directors.
(3) Meet at such times and places as required by these Bylaws.
(4) Register their street addresses, phone numbers, facsimile numbers, electronic mail addresses or other electronic communication addresses with the Secretary of the corporation, and notices of meetings mailed, telegraphed or electronically transmitted to them at such addresses shall be valid notices thereof.
(5) Select all officers for the corporation, prescribe the duties therefor and fix such officers' compensation.
Section 3. Number and Qualification of Directors.
The number of directors shall be not less than five (5), nor more than twenty (20), with the exact number of authorized directors to be fixed from time to time by resolution of the Board of Directors. The initial number of directors shall be eleven (11). Each Director shall be at least eighteen (18) years of age. Members of the Board of Directors must be either
(a) patients who are suffering from, or have received treatment for, uterine fibroids or related medical conditions,
(b) medical researchers;
(c) physicians who are board certified or board eligible in any field related to women's reproductive health care, including, but not limited to, radiologists, gynecologists, internists and general practitioners;
(d) other health care professionals, including, but not limited to, nurses, psychologists and homeopaths; or
(e) corporate executives and professionals from the pharmaceutical, medical supply, insurance and Internet industries.
Section 4. Limitations on Interested Persons.
At all times, not more than 49% of the directors of this corporation may be interested persons. An interested person means either:
(a) any person currently being compensated by this corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director in his or her capacity as a 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 5. Classification of Directors.
(A) The directors shall be divided into five classes. The First Class will be composed of patients who are suffering from, or have received treatment for, uterine fibroids or related medical conditions. The Second Class will be composed of medical researchers. The Third Class will be composed of physicians who are board certified or board eligible in any field related to women's reproductive health care, including, but not limited to, radiologists, gynecologists, internists and general practitioners. The Fourth Class will be composed of other health care professionals, including, but not limited to, nurses, psychologists and homeopaths. The Fifth Class will be composed of corporate executives and professionals from relevant industries, such as the pharmaceutical, medical supply, insurance and Internet industries.
(B) At no time shall there be a quorum of directors in any one of the five classes.
(C) At no time shall there be a quorum of directors in the Third Class in any one board certified or board eligible area of medicine.
Section 6. Election and Term of Office of Directors.
(A) The Initial Directors shall serve until the first annual meeting of the Board of Directors. The directors then in office shall elect their successors.
(B) Each director shall be elected for a term of one year. 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. Directors may be elected to any number of consecutive terms.
(C) To become a director, a person shall be nominated by a director and elected by a plurality of the Board of Directors.
Section 7. Vacancies.
A vacancy shall be deemed to exist on the Board of Directors in the event that the actual number of directors is less than the authorized number for any reason. Vacancies may be filled by the remaining directors for the unexpired portion of the term.
Section 8. Resignation and Removal.
Resignations shall be effective upon receipt in writing by the Executive Director, the Chairman (if any), the Secretary, or the Board of Directors of this corporation, unless a later effective date is specified in the resignation. A majority of the directors then in office may remove any director at any time, with or without cause.
Section 9. Annual Meetings.
A meeting of the Board of Directors shall be held at least once a year. Annual meetings shall be called by the Executive Director, the Chairman (if any), or any two directors, and noticed in accordance with Section 12 of this Article.
Section 10. Special Meetings.
Special meetings of the Board of Directors may be called by the Executive Director, the Chairman (if any), or any three directors, and noticed in accordance with Section 12 of this Article.
Section 11. Conduct of Meetings.
Meetings, both annual and special, of the Board of Directors shall be presided over by the Chairperson of the Board of Directors, or, if no such person has been so designated or, in his or her absence, the 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 of Directors, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Section 12. Notice.
Notice of the annual meeting and any special meetings of the Board of Directors shall be given to each director at least four (4) business days before any such meeting if given by first-class mail or forty-eight (48) hours before any such meeting if given personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means, and shall state the date, place, and time of the meeting.
Section 13. Waiver of Notice.
The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper 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 consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.
Section 14. Quorum.
A majority of the total number of directors then in office shall constitute a quorum, provided that in no event shall the required quorum be less than one-fifth of the authorized number of directors or two directors, whichever is larger. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in Article IV, Sections 8 and 15; Article V, Section 1; Article VII, Section 3; Article VIII, Section 4; and Article X, Section 6 of these Bylaws, or in the California Corporations Code. 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.
Section 15. Action Without a Meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent to such action. Such written consents shall be filed with the minutes of the proceedings of the Board of Directors. Such written consents shall have the same force and effect as the unanimous vote of such directors.
Section 16. Telephone and Electronic Meetings.
Directors may participate in a meeting through use of conference telephone, electronic video screen communication, a secured Internet service using electronic mail or instant messaging, or other communications equipment so long as 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 provided with the means of participating in all matters before the Board of Directors, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and
(c) this corporation verifies that (i) a person communicating by telephone, electronic video screen, a secured Internet service using electronic mail or instant messaging, or other communications equipment is entitled to participate in the Board of Directors meeting as a director, or by invitation of the Board of Directors or otherwise, and (ii) all motions, votes, or other actions required to be made by a director were actually made by a director and not by someone who is not entitled to participate as a director.
Section 17. Standard of Care.
(A) General. A director shall perform the duties of a director, including duties as a member of any Board Committee 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.
(B) 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:
(i) one or more officers or employees of this corporation whom the director believes to be reliable and competent as to the matters presented;
(ii) counsel, independent accountants, or other persons as to matters which the director believes to be within such person's professional or expert competence; or
(iii) a Board Committee upon which the director does not serve, as to matters within its designated authority, provided that the director believes such Committee merits confidence; so long as in any such case, the director acts in good faith after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
(C) Except as provided in Article VII below, a person who performs the duties of a director in accordance with this Section 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 charitable, educational or scientific purpose to which a corporation, or assets held by it, are dedicated.
(D) Investments. Except with respect to assets held for use or used directly in carrying out this corporation's charitable, educational or scientific activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this corporation's investments, the Board of Directors shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of this corporation's capital. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this corporation.
Section 18. Inspection.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents, and to inspect the physical properties of this corporation.
Section 19. Compensation.
Directors shall serve without compensation, except that they shall be allowed and paid reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 2 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 4 of this Article.
Section 1. Board Committees.
The Board of Directors may, by resolution adopted by a majority of the directors then in office, create any number of committees of the Board of Directors ("Board Committees"), each consisting of two or more directors and only of directors, to serve at the pleasure of the Board of Directors. Appointments to any Board Committee shall be made by a majority vote of the directors then in office. Board Committees may be given all the authority of the Board of Directors, except for the powers to:
(a) set the number of directors within a range specified in these Bylaws;
(b) elect directors or remove directors without cause;
(c) fill vacancies on the Board of Directors or on any Board Committee;
(d) fix compensation of directors for serving on the Board of Directors or any Board Committee;
(e) amend or repeal these Bylaws or adopt new Bylaws;
(f) adopt amendments to the Articles of Incorporation of this corporation;
(g) amend or repeal any resolution of the Board of Directors by which its express terms is not so amendable or repeatable;
(h) create any other Board Committees or appoint the members of any Board Committees;
(i) approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation;
(j) approve any self-dealing transaction; or
(k) approve 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 Corporations Code.
Section 2. Advisory Committees.
The Board of Directors may establish one or more committees to advise the Board of Directors ("Advisory Committees"). The members of any Advisory Committee may consist of directors or non-directors and may be appointed as the Board of Directors determines. Advisory Committees may not exercise the authority of the Board of Directors to make decisions on behalf of this corporation, but shall be restricted to making recommendations to the Board of Directors or Board Committees, and implementing Board of Directors or Board Committee decisions and policies under the supervision and control of the Board of Directors or Board Committee.
Section 3. Meetings.
(A) Of Board Committees. Meetings and actions of Board Committees shall be governed by and held and taken in accordance with the provisions of Article IV of these Bylaws concerning meetings and actions of the Board of Directors, with such changes in the content of those Bylaws as are necessary to substitute the Board Committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of any Board Committee and shall be filed with the corporate records.
(B) Of Advisory Committees. Advisory Committees shall determine their own meeting rules and whether minutes shall be kept. The Board of Directors may adopt rules for the governance of any Board of Directors or Advisory Committee not inconsistent with the provisions of these Bylaws.
Section 1. Officers.
The officers of this corporation shall be an Executive Director, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the directors, such other officers as may be appointed by the Board of Directors. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the Executive Director or Chairman of the Board of Directors, if any.
Section 2. Qualifications and Election.
Any person 18 years of age or older may serve as an officer of this corporation. The officers of this corporation shall be elected annually by the Board of Directors, and each shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.
Section 3. Removal.
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors or by an officer on whom such power of removal may be conferred by the Board of Directors.
Section 4. Resignation.
Any officer may resign at any time by giving written notice to this corporation. Any resignation shall take effect on receipt of that notice by any other officer than the person resigning or at any later time specified by that notice and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party.
Section 5. Vacancies.
A vacancy in any office for any reason shall be filled in the same manner as these Bylaws provide for election to that office.
Section 6. Executive Director.
The Executive Director shall be the chief executive officer of this corporation and shall, subject to control of the Board of Directors, generally supervise, direct and control the business and other officers of this corporation. The Executive Director shall preside at all meetings of the Board of Directors. The Executive Director shall have the general powers and duties of management usually vested in the office of Executive Director of the corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
Section 7. Secretary.
The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees; shall supervise the giving of such notices as may be proper or necessary; shall supervise the keeping of the minute books of this corporation, copies of the Bylaws and Articles of Incorporation and the seal of the corporation; and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
Section 8. Treasurer.
The Treasurer shall supervise the charge and custody of all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of Directors, and the keeping and maintaining of adequate and correct accounts of this corporation's properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
Section 9. 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 4, Section 19 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 to the corporation, which relate to the performance of the charitable, educational or scientific purposes of this corporation.
Section 1. Loans.
Except as permitted by Section 5236 of the California Corporations Code, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Section 2. Self-Dealing Transactions.
Except as provided in Section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within California Corporations Code Section 5233(b).
Section 3. Approval.
This corporation may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General. This corporation may also engage in a self-dealing transaction if the Board of Directors determines, before the transaction, that
(a) this corporation is entering into the transaction for its own benefit;
(b) the transaction is fair and reasonable to this corporation at the time; and
(c) prior to authorizing or approving transactions, and after reasonable investigation, the Board of Directors in good faith determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Prior to consummating the transaction, such determinations must be made by the Board of Directors in good faith, with knowledge of the material facts concerning the transaction and the director's interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.
Section 4. 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 charitable, educational or scientific 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.
INDEMNIFICATION AND INSURANCE
Section 1. Definitions.
For purposes of this Article, "agent" shall have the same meaning as in Section 5238(a) of the California Corporations Code including directors, officers, employees, other agents, and persons formerly occupying such positions; "proceeding" shall have the same meaning as in Section 5238(a) of the California Corporations Code, including any threatened action or investigation under Section 5233 of the California Corporations Code or brought by the Attorney General; and "expenses" shall have the same meaning as in Section 5238(a) of the California Corporations Code, including reasonable attorneys' fees.
Section 2. Non-Liability of Agents.
The agents of this corporation shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 3. Right of Indemnity.
To the fullest extent allowed by Section 5238 of the California Corporations Code, this corporation shall indemnify and advance expenses to its agents, in connection with any proceeding, and in accordance with Section 5238.
Section 4. Approval of Indemnity.
(A) On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent 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, the Board of Directors shall promptly authorize indemnification in accordance with Section 5238(d) of the California Corporations Code. Otherwise, the Board of Directors shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c) of the California Corporations Code, and, if so, shall authorize indemnification to the extent permitted thereby.
(B) If such person either settles any such claim or a judgment is sustained 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 Corporations Code.
Section 5. Advancing Expenses.
To the fullest extent allowed by Section 5238 of the California Corporations Code, and except as otherwise determined by the Board of Directors in specific instances, the Board of Directors shall authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board of Directors finds that:
(a) the requested advances are reasonable in amount under the circumstances; and
(b) before any advance is made, the agent will submit a written undertaking satisfactory to the Board of Directors to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article. In the discretion of the Board of Directors, the undertaking may be unsecured, and no interest need be charged on the obligation created thereby.
Section 6. Insurance.
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, and such insurance may provide for coverage against liabilities beyond this corporation's power to indemnify the agent under law; provided, however, that the corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the corporation for violating Section 5233 of the California Corporations Code.
Section 1. Purpose of Grants.
This corporation shall have the power to make grants and contributions and to render other financial assistance for the purposes expressed in this corporation's Articles of Incorporation or these Bylaws.
Section 2. Exclusive Power in the Board of Directors.
The Board of Directors shall have exclusive control over grants, contributions and other financial assistance given by this corporation. The Board of Directors shall review all requests for funds and shall require that such requests specify the use to which the funds will be put. If the Board of Directors approves a request for funds, the Board of Directors shall authorize payment of such funds to the approved grantee.
Section 3. Refusal and Withdrawal.
The Board of Directors, in its absolute discretion, shall have the right to refuse to make any grants or contributions, or to render other financial assistance, for any or all of the purposes for which the funds are requested. In addition, the Board of Directors, in its absolute discretion, shall have the right to withdraw its approval of any grant at any time and use the funds for other purposes within the scope of the purposes expressed in this corporation's Articles of Incorporation or the Bylaws.
Section 4. Accounting Required.
The Board of Directors may require that grantees furnish a periodic accounting to show that the funds granted by this corporation were expended for the purposes that were approved by the Board of Directors.
Section 5. Restrictions on Contributions.
This corporation shall retain complete control and discretion over the use of all contributions it receives. Contributions received by the corporation from solicitations for specific grants shall be regarded as for the use of this corporation and not for any particular organization or individual mentioned in the solicitation.
Section 1. Fiscal Year.
The fiscal year of this corporation shall begin on the first day of January and end each year on the last day of December.
Section 2. 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 of Directors 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 copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the public at all reasonable times during office hours; and
(D) Copies of the corporation's application for recognition of federal and state tax-exempt status, three years worth of federal and state tax returns, and any certificates or approvals by federal and state tax authorities showing the corporation's tax exempt status when granted.
Section 3. Contracts, Notes and Checks.
(A) The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation's behalf to sign checks, drafts, or other orders for the payment of money; to sign acceptances; to sign promissory notes or other evidences of indebtedness; to enter into contracts or to execute and deliver other documents and instruments. 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.
(B) All contracts entered into on behalf of this corporation must be authorized by the Board of Directors, or the person or persons on whom the Board of Directors may confer such authority by resolution adopted from time to time, and, except as otherwise provided by law, every check, draft, or other order for the payment of money, acceptances or promissory notes or other evidence of indebtedness of this corporation shall be signed by the person or persons so authorized by the Board of Directors from time to time. Unless so authorized, no director, officer, employee or other agent of the corporation 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 4. Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable, educational or scientific purposes of this corporation.
Section 5. Annual Reports to Directors.
Within 120 days after the end of this corporation's fiscal year, the Executive Director shall furnish a written report to all directors of this corporation containing the following information:
(a) the assets and liabilities, including the trust funds of this 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 this corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
(d) the expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year; and
(e) any information required by Section 6322 of the California Corporations Code. The foregoing 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 this corporation that such statements were prepared without an audit from the books and records of this corporation.
Section 6. Amendments.
Proposed amendments to these Bylaws shall be submitted in writing to the directors at least one (1) week in advance of the Board of Directors meeting at which they will be considered for adoption. The vote of a majority of the directors then in office or the unanimous written consent of the directors shall be required to adopt an amendment to these Bylaws.
Section 7. Governing Law.
In all matters not specified in the Articles of Incorporation or these Bylaws, or in the event the Articles of Incorporation or these Bylaws shall not comply with applicable law, the California Corporations Code as then in effect shall apply.