BYLAWS
OF
the International Carnivorous Plant Society, 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.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's principal office can be changed
only by amendment of these Bylaws and not otherwise. The Board of
Directors may, however, change the principal office from one location
to another within the named county by noting the changed address
and effective date below, and such changes of address shall not
be deemed an amendment of these Bylaws:
SECTION 3. 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:
To provide for informational and educational exchanges on all aspects
of carnivorous plants, to support horticultural and scientific studies
of carnivorous plants, to encourage the cultivation, conservation,
and appreciation of carnivorous plants, and to aid in the propagation
and dissemination of carnivorous plants.
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 all officers, agents
and employees of the corporation;
(c) Supervise all officers, agents and employees
of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required
by these Bylaws;
(e) Register their addresses with the Secretary
of the corporation and notices of meetings mailed or telegraphed
to them at such addresses shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Each director shall hold office until the next annual meeting for
election of the Board of Directors as specified in these Bylaws,
and until his or her successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall
be allowed and paid their actual and necessary expenses incurred
in attending directors meetings, general meetings and at the discretion
of the board, the fees for world conferences. In addition, 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 second Saturday
of November at noon, 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. The Board shall be free to schedule
their regular meetings to be held concurrently or adjoining other
meetings of the membership.
If this corporation makes no provision
for members, then, at the annual meeting of directors held on second
Saturday of November, 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
President of the board, the Vice President, the Secretary, or by
any two directors, and such meetings shall be held at the place,
within or without the State of California, in corpus or by electronic
telecommunication or video-conference means, to be 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 four 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 of the corporation or,
in his or her absence, by the Vice President 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 the
principles contained in Robert’s Rules of Order, Revised,
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, or such as convened by the President.
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.
If this corporation has any members,
then, if the corporation has less than fifty (50) members, directors
may be removed without cause by a majority of all members, or, if
the corporation has fifty (50) or more members, by vote of a majority
of the votes represented at a membership meeting at which a quorum
is present.
If this corporation has no members, 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, 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, if the number of directors then in
office is less than a quorum, by (1) the unanimous written consent
of the directors then in office, (2) the affirmative vote of a majority
of the directors then in office at a meeting held pursuant to notice
or waivers of notice complying with this Article of these Bylaws,
or (3) a sole remaining director. If this corporation has members,
however, vacancies created by the removal of a director may be filled
only by the approval of the members. The members, if any, of this
corporation may elect a director at any time to fill any vacancy
not filled by the directors.
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, a Secretary,
and a Chief Financial Officer who shall be designated the Treasurer.
The corporation may also have, as determined by the Board of Directors,
a Chairperson of the Board, one or more Vice Presidents, 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 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
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,
such vacancy may be filled temporarily by appointment by the President
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
The President 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 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 VICE PRESIDENT
In the absence of the President, or in the event of his or her inability
or refusal to act, the Vice President shall perform all the duties
of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions on, the President. The Vice
President 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 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 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. MEMBERS' INSPECTION
RIGHTS
If this corporation has any members, then each and every member
shall have the following inspection rights, for a purpose reasonably
related to such person's interest as a member:
(a) To inspect and copy the record of all members'
names, addresses and voting rights, at reasonable times, upon
five (5) business days' prior written demand on the corporation,
which demand shall state the purpose for which the inspection
rights are requested.
(b) To obtain from the Secretary of the corporation,
upon written demand and payment of a reasonable charge, an alphabetized
list of the names, addresses and voting rights of those members
entitled to vote for the election of directors as of the most
recent record date for which the list has been compiled or as
of the date specified by the member subsequent to the date of
demand. The demand shall state the purpose for which the list
is requested. The membership list shall be made available on or
before the later of ten (10) business days after the demand is
received or after the date specified therein as of which the list
is to be compiled.
(c) To inspect at any reasonable time the books,
records, or minutes of proceedings of the members or of the board
or committees of the board, upon written demand on the corporation
by the member, for a purpose reasonably related to such person's
interests as a member.
SECTION 5. 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 6. 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.
SECTION 7. ANNUAL STATEMENT
OF SPECIFIC TRANSACTIONS TO MEMBERS
This corporation shall mail or deliver to all directors and any
and all members a statement within one hundred and twenty (120)
days after the close of its fiscal year which briefly describes
the amount and circumstances of any indemnification or transaction
of the following kind:
(a) Any transaction in which the corporation,
or its parent or its subsidiary, was a party, and in which either
of the following had a direct or indirect material financial interest:
(1) Any director or officer of the corporation,
or its parent or subsidiary (a mere common directorship shall
not be considered a material financial interest); or
(2) Any holder of more than ten percent (10%)
of the voting power of the corporation, its parent or its subsidiary.
The above statement need only be provided
with respect to a transaction during the previous fiscal year involving
more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a
number of transactions with the same persons involving, in the aggregate,
more than FIFTY THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect to indemnifications
or advances aggregating more than TEN THOUSAND DOLLARS ($10,000)
paid during the previous fiscal year to any director or officer,
except that no such statement need be made if such indemnification
was approved by the members pursuant to Section 5238(e)(2) of the
California Nonprofit Public Benefit Corporation Law.
Any statement required by this Section
shall briefly describe the names of the interested persons involved
in such transactions, stating each person's relationship to the
corporation, the nature of such person's interest in the transaction
and, where practical, the amount of such interest, provided that
in the case of a transaction with a partnership of which such person
is a partner, only the interest of the partnership need be stated.
If this corporation has any members and provides all members with
an annual report according to the provisions of Section 6 of this
Article, then such annual report shall include the information required
by this Section.
ARTICLE 8 FISCAL YEAR
SECTION 1. FISCAL YEAR OF
THE CORPORATION
The fiscal year of the corporation shall begin on the first of January
and end on the thirty-first of December in 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
as follows:
(a)
Subject to the power of members, if any, to change or repeal these
Bylaws under Section 5150 of the Corporations Code, by approval
of the Board of Directors unless the Bylaw amendment would materially
and adversely affect the rights of members, if any, as to voting
or transfer, provided, however, if this corporation has admitted
any members, then a Bylaw specifying or changing the fixed number
of directors of the corporation, the maximum or minimum number
of directors, or changing from a fixed to variable board or vice
versa, may not be adopted, amended, or repealed except as provided
in subparagraph (b) of this Section; or
(b) By approval of the members, if any, of this
corporation.
ARTICLE 10 AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES
BEFORE ADMISSION OF MEMBERS
Before any members have been admitted to the corporation, any amendment
of the Articles of Incorporation may be adopted by approval of the
Board of Directors.
SECTION 2. AMENDMENT OF ARTICLES
AFTER ADMISSION OF MEMBERS
After members, if any, have been admitted to the corporation, amendment
of the Articles of Incorporation may be adopted by the approval
of the Board of Directors and by the approval of the members of
this corporation.
SECTION 3. 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.
[IF FORMING A MEMBERSHIP CORPORATION, REPLACE REMAINING PROVISIONS
WITH MEMBERSHIP PROVISIONS FOR PUBLIC BENEFIT CORPORATIONS]
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 International
Carnivorous Plant Society, 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 16 pages, as the Bylaws of this corporation.
________________________________________
David O Gray, Director
________________________________________
Barry Meyers-Rice, Director
________________________________________
Cynthia L. Slezak, Director
________________________________________
John Brittnacher, Director
________________________________________
Carl Mazur, Director
________________________________________
Jay Lechtman, Director
________________________________________
Jan Schlauer, 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.
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