As amended August 14, 2018
ARTICLE 1 NAME, PURPOSE, AND MISSION
- The name of this public benefit corporation is the Alameda Museum.
- The purpose of this corporation is to foster public interest in the history of the city of Alameda and its residents
- The mission of this corporation is:
- to accumulate, catalog, conserve, and display appropriate documents, photographs, objects, and artifacts relating to the city and its residents;
- to foster the preparation and publication of materials relating to the history of the city and its residents
- to provide educational opportunities and experiences relating to the history of the city and its residents
ARTICLE 2 LOCATION OF OFFICE
The principal office of the corporation for the transaction of its business is 2324 Alameda Avenue, Alameda CA 94501
Change of address: The principal office’s city may be changed only by amending these bylaws. The board may, however, change the principal office from one location to another within the city of Alameda.
ARTICLE 3 BOARD OF DIRECTORS
The Corporation shall have directors, known collectively as the board. The number of directors may vary. The number of directors may be changed by amendment of this section, or by repeal of this section and adoption of a new one, as provided in Article 9.
3.1 General Powers
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. These powers are subject to the provisions of the California Corporations Code and to limitations provided in the articles of incorporation or these bylaws relating to actions required or permitted or approved by the members of this corporation.
3.2 Collective Duties
- Collectively perform any and all duties imposed on the Directors as a Board by law, by the Articles of Incorporation of this corporation, and by these Bylaws.
- Manage all aspects of the corporation.
- Enact and adopt appropriate policy statements and resolutions and cause such statements and resolutions to be maintained in an orderly and easily accessible manner.
- Receive reports, approve budgets, and oversee the implementation of all approved activities.
- Collectively, by majority vote, appoint, remove, employ, discharge, and — except as otherwise provided in these bylaws — prescribe the duties and fix the compensation of all the corporation’s agents and employees.
- Supervise all officers, agents, and employees of the corporation to ensure that their duties are performed properly.
- Meet at such times and places as required by these bylaws.
3.3 Individual Duties
- Perform any and all duties imposed on them individually by law and by the corporation’s articles of incorporation and bylaws.
- Register their physical and email addresses with the corporation’s secretary. Notices of meetings sent to them by mail, fax, or email are considered valid notices.
- Attend meetings of the board and vote at these meetings.
- Must be willing to serve as an officer, committee chair, or committee member.
3.4 Powers of the board
The board must conduct the activities and affairs of this corporation and exercise all corporate powers subject to the provisions of the California Corporations Code and to limitations provided in the articles of incorporation or these bylaws.
3.5 Standard of Conduct of Directors
Duty of Care: A Director shall perform the duties of a Director, including duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
Reliance on Others: In performing the duties of 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:
- One or more officers or employees of the corporation whom the Director believes to be reliable and competent in the matters presented;
- Counsel, independent accountant or other persons as to matters which the Director believes to be within such person’s professional or expert competence; or
- A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as, in any 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.
3.6 Power to Bind
No individual, in his or her capacity as a Director, has the authority to bind the organization in any way; however the Board may authorize an individual Director to do so as its agent.
3.7 Qualifications of Directors
Any Member, other than a paid staff member of Alameda Museum, may stand for election as a Director and may serve as a Director, provided that he or she is in good standing as defined in Article 11.
3.8 Nomination of Directors
No later than October first of each year, the Election Committee shall solicit nominations for Director from all Members. Members shall have twenty-one days after the mailing of such solicitation to respond. Each Member in good standing may suggest names of proposed nominees. The Election Committee shall contact each proposed nominee to ensure that he or she is willing to serve if elected, is a Member in good standing for the year he or she is nominated, or agrees to become such by paying dues in a timely manner, and is informed of his or her right to submit a biographical statement of up to one hundred words for inclusion with the ballot packet. Names of all qualified nominees shall be placed on the ballot.
3.9 Election of Directors
The Election Committee shall prepare ballots that are numbered solely to prevent duplication. Ballot packets shall include biographical statements of the length specified in Section 3.8 as submitted by those candidates who choose to do so. Such ballot packets shall be mailed to each Member twenty-one calendar days or more before the date set for the counting of ballots, which shall be no later than November 21.
The election shall be overseen by a disinterested Third Party, chosen by the Election Committee and approved by the Board. Members shall mail completed ballots to that Third Party, who shall tally the votes. Election results shall be communicated by public notice in December. Each Member may cast only one vote per candidate and may cast only as many total votes as there are vacancies on the Board. In the event of a tie, the winning candidate shall be determined by the Third Party by drawing lots. No ballot that is marked in an ambiguous manner may be counted. Ballots received after the date set for counting the ballots shall not be counted. Any member eligible to vote may observe the counting.
Once ballots are counted and reported, they shall be held by the Third Party for a minimum of ninety (90) days, at which time the Third Party may turn them over to the Board for disposition.
3.10 Terms of Directors
- Directors shall ordinarily be elected for terms of two years and, unless sooner disqualified from office, shall serve until their respective successors are duly elected and qualified. The terms of Directors shall ordinarily commence as of the first regular or special meetings of the Board following their respective elections.
- Directors elected to fill vacancies shall, unless sooner disqualified, serve only for the remainder of the unexpired terms for which they are respectively elected and until their respective successors are duly elected and qualified. The terms of such directors shall commence immediately upon their respective elections.
- Directors serve staggered terms in two flights, one of five directors and one of six directors. these flights are elected in alternate years.
- Any member may be elected to serve an unlimited number of terms as a director.
3.11 Recall of Directors
- A director may be recalled by the members when five percent or more of the members eligible to vote sign and present a petition for recall to the executive committee.
- This petition shall name each director to be recalled and state the reason(s) for the recall, and be accompanied by documentation or a narrative description of the reason(s). The petition shall exhibit the legible printed name, the signature, and the address of each member petitioning for recall.
- The executive committee shall verify only the names and addresses on the petition within seven calendar days of its receipt.
- Within fourteen calendar days following receipt of the petition, the Executive Committee shall notify each Director named in the petition and apprise him or her of the recall procedure and his or her right to submit, within twenty-one calendar days, a statement and/or documents to be included in the recall ballot packet.
- Within thirty-five days of verifying the petition, the Executive Committee shall mail a recall ballot packet to each eligible Member. This packet shall include:
- The name(s) of the director(s) subject to recall and a statement of the reason(s) for the recall as specified in the petition(s). No additional reasons or statements may be included.
- The statements and/or documents submitted by the director(s) being recalled.
- A ballot numbered solely to prevent duplication that contains the following, or similar, statements about each Director subject to recall:
- I vote that [director’s name] shall be recalled from the position of director of Alameda Museum.
- I vote that [director’s name] shall not be recalled from the position of director of Alameda Museum and shall continue to serve as director.
- Returned ballots must be received within twenty-one calendar days following their mailing to Members. On the twenty-second day, the Executive Committee shall meet and count the ballots.
- If a majority of the members voting, but not less than a majority of a quorum, as defined in Article 13, vote to recall a director, that person shall be removed from the board immediately. If a majority of a quorum vote not to recall a director, that person shall continue on the board.
- The board may not reappoint any recalled Director to fill any vacancy on the board.
- Any member of the Executive Committee who is subject to a recall action must recuse himself or herself from the recall process.
3.12 Compensation of Directors
- Directors shall serve without compensation for their services rendered as directors of the corporation. This provision does not preclude a director from being hired by the corporation in another capacity; provided, however, that not more than forty nine percent (49 percent) of the persons serving on the board may be interested persons. as defined in section 3 n. However, any violation of the provisions of this paragraph shall not affect the validity or enforce ability of any transaction entered into by the corporation. A Director may not participate in any vote on any proposed transaction with another organization or entity of which such Director is also an employee, principal or Director.
3.13 Restriction of Interested Persons
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent of those serving on the Board may be interested persons. For purposes of this Section, interested person means either:
- any person compensated by the corporation for services rendered to it currently or within the previous twelve months, or
- 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.
3.14 Location of Meetings of the Board
Meetings shall be held at the principal office of the corporation or at such place within the City of Alameda that has been designated by resolution of the Board. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held with the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation or after all Directors 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 or similar communication facility, provided that all participating Directors can hear one another.
3.15 Initial and Regular Meetings of the Board
The initial meeting of a new Board shall be conducted at the time established for regular meetings of the previous Board. At its initial meeting each year each newly constituted Board shall set a day, time, and place for its regular meetings, at least four of which shall be held each year. Notice of that regular meeting schedule shall be sent to the Membership. Thereafter, regular meetings of the Board shall be held without notice.
All business meetings of the Board are to be open to the Members, but personnel matters are to be considered by the Board in closed executive session.
3.16 Special Meetings of the Board
Special meetings of the Board may be called by the President or by the number of Directors that is one less than a quorum. Such meetings may be held at the principal office of the corporation at another place designated by the board or electronically as long as a quorum has access to the appropriate electronic device.
3.17 Notice of Special Meeting of the Board
- Notices of a special meetings shall specify place, day, time, and principal purpose. Special meetings of the Board shall be held upon forty-eight hours’ notice and be delivered in person, by telephone, or email.
- 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 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 hours from the time of the original meeting.
3.18 Waiver of Notice and Consent to Hold Meetings of the Board
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, defined in Section 3.19, 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, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
3.19 Quorum for Meetings of the Board
- A quorum shall consist of a majority of the serving 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 is not present. The only motion 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 notice of the time and place of the adjourned meeting or of the business to be transacted at that meeting, other than by announcement at the meeting at which the adjournment is taken.
- 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, the Articles of Incorporation, or the Bylaws of this corporation.
3.20 Conduct of Meetings of the Board
Meetings of the Board shall be presided over by the President or, in the absence of the President, by the Vice President or, in the absence of both of them, by a Chair chosen by a majority of the Directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence of the Secretary, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by Roberts Rules of Order, as 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.
3.21 Action of the Board by Written Consent without a Meeting
Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all Members of the Board shall individually or collectively consent to such action in writing.
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 Corporations Code. 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 that relates to actions so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the Bylaws of this corporation authorize the Directors to so act, and such statement shall constitute prima facie evidence of such authority.
3.22 Vacancies on the Board
- Vacancies on the Board shall exist on the death, resignation, or removal of any Director, and whenever the number of Directors is increased through the amendment of these Bylaws as specified in Article 9.
- Any Director may resign effective upon giving written notice to President, the Secretary, or the Board. That resignation will take effect immediately, unless the notice specifies a later time. 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 of the State of California.
- The Board may declare vacant the office of a Director who has been declared of unsound mind by a court order, 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 sections of the California Corporations Code.
- The Board may declare vacant the office of a Director with three unexcused absences from regular meetings within twelve months. The Board shall determine the grounds for an excused absence.
- Vacancies on the Board may be filled by nomination by the President with approval of the Board. Vacancies created by the removal of a Director may be filled only by the approval of the Members. The Members may elect a Director at any time to fill any vacancy not filled by the Directors. A person elected to fill a vacancy shall, unless sooner disqualified, serve only until a successor is duly elected and qualified in the next annual election of Directors.
3.23 Nonliability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
3.24 Indemnification of Directors
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 the person 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 in connection with such proceeding.
If such person either settles any such claim or sustains an adverse judgment, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such a proceeding 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.
3.25 Insurance for Corporate Agents
The Board 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 Corporations Code) 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 Corporations Code.
ARTICLE 4 OFFICERS AND STAFF
4.1 Number and Titles of Officers
The officers of the corporation shall be four: a President, a Vice President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. Neither the Secretary nor the Treasurer may serve concurrently as President.
4.2 Qualifications for Office
Any Director may serve as an officer.
4.3 Election of Officers
- The Officers shall be chosen by the Board and shall serve at the pleasure of the Board.
- At its initial formal meeting, the first order of business for each newly constituted Board shall be the election of new officers by secret ballot.
4.4 Terms of Office
- Not withstanding that officers serve at the pleasure of the Board, officers shall ordinarily be elected for terms of one year and, unless sooner disqualified, shall serve until their respective successors are duly elected and qualified.
- Any Director may serve in any office during an unlimited number of consecutive or nonconsecutive full or partial terms.
4.5 Removal or Resignation from Office
Any officer may be removed at any time, with cause, by a majority vote of the sitting Board. Removal from office shall not constitute removal from the Board. Any officer may resign from office at any time by giving written notice to the Board or to the President or the Secretary. Any such resignation shall take effect when received or at any later date specified therein, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
4.6 Vacancies in Office
Any vacancy caused by the disqualification, or otherwise, of the President shall be filled by the Board. A vacancy in any office other than that of President may be filled temporarily by appointment by the President, until such time as it is filled by the Board.
4.7 Duties of the President
The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Board, supervise and control the affairs of the corporation and the activities of the officers. The President shall perform all duties incident to the office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, and by these Bylaws, or that may be prescribed from time to time by the Board. The President shall preside at all meetings of the Board and all meetings of Members. The President shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized by the Board. The President shall appoint the chairs of all committees, subject to the approval of the Board. The President shall be the official spokesperson for the Board and the corporation, but this capacity may be delegated with approval of the Board. The President shall serve as Chair of the Executive Committee.
4.8 Duties of the Vice President
In the absence of the President, or if the President is incapacitated, or at the President’s request, 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, and as may be delegated by the President with approval of the Board. The Vice President shall serve on the Executive Committee and may chair a committee.
4.9 Duties of the 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 at such other place as the Board may determine, a book of minutes of all meetings of the Directors and of the Members, and, if applicable, meetings of committees of Directors and of Members, recording therein the time and place of the meeting, whether regular or special, how called, how notice thereof was given, the names of those present or represented, 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.
- keep at the principal office of the corporation a Membership record containing the name and address of each Member.
- exhibit at all reasonable times to any Director of the corporation, or to a member, on request therefor, the Bylaws, the Membership record, and the minutes of the proceedings of the Board.
- 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 that may be assigned from time to time by the Board.
- serve on the Executive Committee.
4.10 Duties of the Treasurer
Subject to the provisions of Article 6, 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, all monies due and payable to the corporation.
- disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board, keeping proper records of 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 the agent or attorney of that Director, on request therefor.
- render or cause to be rendered to the President and Directors, whenever requested, an account of any or all of the transactions of the 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 that may be assigned from time to time by the Board.
- serve on the Executive Committee.
- The staff may be a Curator, who shall serve as the chief technical and professional advisor; an Executive Director, who shall serve as the chief administrative officer, and such other staff as the Board may appoint from time to time. An individual may hold more than one staff position concurrently.
- Any person who is not a Director may serve as a staff member.
- Staff shall be nominated by the President and, when confirmed by a majority vote of the Board, shall serve at the pleasure of the Board for indefinite terms.
- Staff shall have such powers and duties as shall be specified by the Board from time to time.
- The Curator and the Executive Director shall sit at Board meetings in an advisory nonvoting capacity for all matters that do not pertain to their performance or compensation.
- As directed by the board, staff shall see to the implementation of the decisions of the Board.
ARTICLE 5 COMMITTEES
5.1 Executive Committee
- The four officers (President, Vice President, Secretary, and Treasurer) shall comprise the Executive Committee. This committee shall be chaired by the President and shall, between meetings of the Board, exercise any of the powers and authority of the Board in the management of the business and affairs of the corporation, except to:
- approve any action that, under law or the provisions of these Bylaws, requires the approval of the Members or of a majority of all of the Members.
- fill vacancies of the Board or on any committee that has been authorized by the board.
- amend or repeal Bylaws or adopt new Bylaws.
- amend or repeal any resolution of the Board that by its express terms is not amendable or repealable.
- approve the appointment of committee chairs by the President
- expend corporate funds to support any nominee for Director when more candidates have been nominated than can be elected.
- approve 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 Corporations Code.
By majority vote, the Board may at any time revoke or modify any or all of the authority so delegated to the Executive Committee.
The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board at each of its meetings.
5.2 Provisions Governing Committees
The corporation shall have such standing committees as are designated in Section 5.3 and other such standing committees as may from time to time be designated by resolution of the Board. The following provisions apply to all committees except the Executive Committee:
- Unless otherwise specified, all Members in good standing may serve as committee chairs or members.
- Committees shall be responsible for recommending policy to the Board and for implementing decisions of the Board. Committees and their chairs have no authority to make policy or bind the organization.
- Chairs of all committees shall be appointed by the President and approved by the Board and may be removed at any time, with or without cause, by the President with the concurrence of the Board.
- Members of committees shall be appointed by committee chairs.
- The president may attend any and all committee meetings in a nonvoting capacity.
- Additional standing committees may be created and/or dissolved by the Board without modification of these Bylaws.
- No staff member shall be a voting member of any committee. However, as requested or authorized by a committee chair, staff may meet with the committee and otherwise participate in its proceedings.
In addition to the duties set forth herein, any committee shall have such additional duties as may be reasonably assigned to it from time to time by resolution of the Board.
5.3 Standing Committees
- Budget Committee: This committee shall be chaired by a Director other than the Treasurer. Other members shall be Members or Directors. This committee shall provide guidance for the Treasurer. It shall compile or review all budgetary proposals and make budgetary and other appropriate recommendations to the Board.
- Collections Committee: This committee shall be chaired by a Director. The Curator shall serve on this committee in a nonvoting advisory capacity. Other members shall be Member of Directors. This committee shall provide guidance to and oversight of the Curator. This committee shall be responsible for the care of the collection of the Museum.
- Communications Committee: Both the chair of this committee and its members shall be Members or Directors. This committee shall produce, or coordinate production of, the corporate newsletter and other publications of the organization.
- Docent and Volunteer Committee: Both the chair of this committee and its members shall be Members or Directors. This committee shall recruit, organize, train, and schedule Members to perform and assist with various activities of the organization.
- Exhibits and Events Committee: Both the chair of this committee and its members shall be Members or Directors. The Curator shall serve on this committee in a nonvoting advisory capacity. This committee shall plan and propose Museum activities to the Board, implement, or coordinate implementation of, those activities as directed by Board.
5.4 Election Committee
The Election Committee shall consist of three Members in good standing who are not standing for election. The chair shall be a Director not standing for election. This committee shall be appointed by the President and approved by the Board. This committee shall manage the process of election of Directors as set forth in Sections 3.7 and 3.8.
5.5 Special Committees
Special committees may be created and dissolved by the president with the approval of the Board at any time for any reasonable purpose that is of finite duration. The mission, powers, and duties of each such committee shall be specified by the President with approval of the Board.
ARTICLE 6 EXECUTION OF INSTRUMENTS, DEPOSITS, FUNDS, AND GIFTS
6.1 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 such authority may be general or confined to a specific instance.
6.2 Checks and Notices
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 two of the four officers.
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.
The Board may accept on behalf of the corporation, or authorize the acceptance on behalf of the corporation, and only on behalf of the corporation, any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
ARTICLE 7 ANNUAL REPORT AND STATEMENT TO MEMBERS
7.1 Annual Report
The Board shall cause an annual report to be furnished not later than one hundred and twenty days after the close of the corporations fiscal year. That report shall be furnished to all Directors of the corporation and to any Member who requests it in writing. That report shall contain the following information in appropriate detail:
- the assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year,
- the principal changes in assets and liabilities, including trust funds, during the fiscal year,
- the revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year,
- the expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year, and
- any information required by Section 7.2.
The annual report shall be accompanied by any report thereon by 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 receives $50,000.00, 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 provisions of this Section relating to the annual report.
7.2 Annual Statement to Members
This corporation shall mail or deliver to all Directors and all Members a statement within one hundred and twenty days of the close of its fiscal year that briefly describes the amount and circumstances of any indemnification or any transaction in which the corporation was a party, and in which any Director or officer of the corporation had a direct or indirect material financial interest (a common Directorship shall not be considered a material financial interest).
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than $50,000 or that was one of a number of transactions with the same persons involving, in the aggregate, more than $50,000.
Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than $10,000 paid during the previous fiscal year to any Director or officer, except that no such statement need he made if such indemnification was approved by the Members.
Any statement required by this Section shall briefly describe the name(s) of the interested person(s) 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 provides all Members with an annual report according to the provisions of Section 6, then such annual report shall include the information required by this Section.
ARTICLE 8 CORPORATE CALENDAR
The fiscal, governance, and membership years of the corporation shall begin on January first and end on December thirty-first.
ARTICLE 9 AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
The Bylaws may not be altered, amended, or repealed, and new Bylaws adopted, except by majority vote of a quorum of the Members, as defined in Article 13.
Amendment of the Articles of Incorporation may be adopted by the approval of majorities of quorums of both the Board and of the Members, as defined in Article 13.
ARTICLE 10 PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No Member, Director, officer, employee, or other person connected with this corporation 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 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 voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
ARTICLE 11 MEMBERS
11.1 Voting Members
- The corporation shall admit only one class of legal Member with the right to vote. Throughout these Bylaws, the term “Member” shall refer exclusively to such voting members. A Member may hold only one membership. Except as expressly provided in or authorized by the Articles of Incorporation or the Bylaws, all Members shall have the same rights, privileges, restrictions, and conditions.
- Voting Members shall have the right to vote, on the election of Directors, on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms, and on any election to dissolve the corporation.
- A Member in good standing is a natural person who:
- has paid at least a full annual individual membership fee for the current year in the amount established by the Board, or
- has paid a Board-approved life membership fee.
11.2 Nonvoting Members
The Board may create various categories of nonvoting membership, including institutional and/or honorary ones.
11.3 Dues, Fees, and Assessments
Membership dues shall be established annually by the Board.
11.4 Number of Members
There shall be no limit to the number of Members the corporation may admit.
11.5 Membership Record
The corporation shall keep a membership record listing the name and address of each Member. The record of names and addresses of the Members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any Member for any purpose not reasonably related to his or her interest as a Member.
11.6 Nonliability of Members
A Member of this corporation is not personally liable for the debts, liabilities, or obligations of the corporation.
11.7 Non-transferability of Memberships
No Member may transfer a membership or any right arising therefrom.
11.8 Termination of Membership
- Unless renewed, membership expires on December thirty-first.
- A membership shall terminate upon the occurrence of any of the following:
- The Member’s notice of such termination delivered to the President or Secretary of the corporation personally or by mail.
- A failure to renew a membership by paying dues on or before their due date
- A good faith determination by the Board that the Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation
- Following a preliminary determination by the Board that a Member may be subject to expulsion pursuant to paragraph (c) of Section 11.8.2, the following procedure shall be implemented:
- A notice shall be sent by first-class or registered mail to the last address of the Member as shown on the corporation’s records, setting forth the reason(s) for the expulsion. Such notice shall be sent at least fifteen days before the proposed effective date of the expulsion.
- The Member shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five days before the effective date of the proposed expulsion. The notice to the Member of the proposed expulsion shall state the date, time, and place of the hearing on the proposed expulsion. The hearing shall be held, or the written statement considered, by the Board in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board.
- Following the hearing, the Board shall decide whether the Member should be expelled, suspended, or sanctioned, and the Member shall be notified in a timely manner of the decision of the Board. The decision of the Board shall be final.
Any person expelled from the corporation shall not receive a refund of dues already paid.
Notwithstanding the provisions above, no Director may be expelled from membership unless first recalled as provided in Article 3.
- Any action challenging an expulsion, suspension, or termination of membership, including a claim of defective notice, must be commenced with one year.
ARTICLE 12 MEETINGS AND ACTIONS OF MEMBERS
12.1 Location of Meetings
Meetings of Members shall be held at the principal office of the corporation or at such other place or places within the City of Alameda as may be designated from time to time by resolution of the Board.
12.2 Annual and Other Regular Meetings
The Members shall meet at least once annually for the purpose of transacting such business as may come before the meeting. Such meeting shall normally take place in March, but the date, time, and or place may be changed by a majority vote of the Board. Those meetings shall be announced either in the corporate newsletter or through a separate mailing.
The annual meeting of Members shall be deemed a regular meeting, and any reference in these Bylaws to regular meetings of Members shall refer to such annual meeting.
12.3 Special Meetings
A special meeting of Members for any lawful purpose may be called by the Board, or by the President, or by five percent or more of the Members by petition. Such meeting must be announced within thirty days of receipt of the request, and notice must be mailed to all Members no fewer than ten and no more than ninety days before the meeting.
12.4 Notice of Meetings
- Manner of Giving Notice: Notice of a meeting of Members or any report shall be given either personally or by mail.
- Contents of Notice: Notice of a meeting of Members shall state the place, date, and time of the meeting and
- in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or
- in the case of a regular meeting, those matters that the Board, at the time notice is given, intends to present for action by the Members. Except as provided in these Bylaws, any proper matter may be presented for action at a regular meeting of the Members provided that a requisite quorum is present.
12.5 Petition for Special Meeting
A special meeting of the Members may be called by Members for any lawful purpose except for the election or recall of Directors or the amendment of these Bylaws, as follows:
- A petition for such a special meeting must be signed by five percent or more of those Members eligible to vote, and it must be presented to the Executive Committee. The petition shall show the legible printed name, the signature, and the address of each signatory and shall state the reason for the meeting request.
- The Executive Committee shall verify only the names and addresses on the petition within seven calendar days of its receipt.
- Within fourteen calendar days of receipt of the petition, the Executive Committee shall send a notice to all Members by mail or other means of communication.
12.6 Quorum for Meetings of Members
- A requisite quorum of Members shall be necessary to conduct business. Such quorum shall consist of twenty-five percent of the voting Members of the corporation.
- 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 due to a withdrawal of Members from the meeting, provided that any action taken after the loss of a quorum must be approved by at least a majority of the Members required to constitute a quorum.
- In the absence of a quorum, any meeting of the Members may be adjourned to another time by the vote of a majority of the votes represented at the meeting, but no other business shall be transacted at such meeting.
- When a meeting is adjourned for lack of a sufficient number of Members at the meeting or otherwise, 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, of the time and place of the adjourned meeting. However, if after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. A meeting shall not be adjourned for more than forty-five days.
12.7 Majority Action as Membership Action
Every action taken or decision made by a majority of Members present at a duly held meeting at which a quorum is present is the act of the Members.
12.8 Voting Rights
Each Member shall be entitled to one vote on each matter submitted to a vote of the Members. Voting at duly held meetings may be by voice vote. Members shall not vote or act by proxy.
12.10 Conduct of Member Meetings
Meetings of Members shall be presided over by the President, or, in the absence of the President, by the Vice President. In the absence of both of these officers, a chair chosen by a majority of the Members present at the meeting shall preside. The Secretary shall act as secretary of all meetings of Members, provided that, in the absence of the Secretary, the presiding officer shall appoint another person to act as secretary of the meeting.
12.11 Action Taken by Mailed Ballot Without a Meeting
- Any action that may be taken at any regular or special meeting of Members may be taken without a meeting if the corporation distributes a ballot to each Member entitled to vote on the matter. Such ballot shall set forth the proposed action(s), and a reasonable time shall be provided within which to return such ballot. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 12.4.
- All ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time and manner by which they must be received by the corporation to be counted.
- Except as otherwise provided in these Bylaws, approval of an action by mailed ballot shall be valid only when the total number of votes cast by ballot within the time period specified equals or exceeds the quorum required at a meeting authorizing such action, and the number of affirmative votes equals or exceeds the number of votes that would be required to approve the action at a meeting. Note: Refer to Section 3.9.
ARTICLE 13 DEFINITION OF CERTAIN TERMS AS USED HEREIN
Adjourn: (verb) To suspend a session or meeting indefinitely or to another time or place
California Corporations Code: The California state laws relevant to corporations; the Alameda Museum is a nonprofit public benefit Corporation
Corporation: A legal entity with most of the rights and duties of a natural person
Devise: (noun) Giving or disposing of real property through means of a will
Disqualification: Causes of disqualification as a Director or officer include death, failure to maintain requisite status as Director or Member, removal, or resignation
Extract: (noun) Excerpted portion of a document Fiscal year: An accounting period of twelve months
Governance year: The term of service and authority of the annually reconstituted Board
Honorary member: A person or entity that is granted an honorary nonvoting membership by action of the Board. See Member, below
Interested person: A person (or someone closely related to that person) with a financial interest in the matter at hand or in the governance of an organization; related to potential conflict of interest
Member: A voting Member of the corporation. Note that the initial M in this term is capitalized throughout these Bylaws. See honorary member (no initial capital) above
Mail: Mail as used herein shall mean Mail, Facsimile, Telegram or other Electronic message
Natural Person: An individual, in contrast to a corporation or other legal entity
Prima facie: (Latin) Presumed to be true or valid unless disproved
Proxy: A right that is signed over to an agent. Proxies are used frequently at annual meetings of corporations where the right to exercise a vote is “proxied” from the shareholder to the agent
Quorum: For the purposes of voting by the Board, a quorum shall be a majority of Directors. For the purposes of voting by the Members, a quorum shall be twenty-five percent of the Members, except that at any meeting at which a subject is considered for a vote that was not included in the notice of meeting, the quorum shall be one-third of the Members
Record date: (noun) The cutoff date for determining which Members are eligible to vote for any specific purpose
Recuse: (verb) To remove oneself from participation to avoid a conflict of interest
Robert’s Rules of Order: A standard set of rules for the democratic management of meetings
Third Party: A person or organization with no vested interest in the outcome of an event, such as an election of Directors