ARTICLE 4 – DIRECTORS
4.01 General Powers of Board of Directors. Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or By-laws regarding actions that require approval of the members, the Society’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of a board of directors, hereafter termed the Executive Committee. Members of the Executive Committee may be considered to be Directors.
4.02 Composition of Executive Committee. The Executive Committee is composed of the Board of Trustees, the Officers of the Society, Chairs of standing Committees, and Members-at-Large. To be an Executive Committee Member-at-Large, candidates are to be nominated by the Nominating Committee and subject to majority vote of the Membership.
4.03 Specific Powers of Executive Committee. Without prejudice to the general powers set forth in Section 4.01 of these By-laws, but subject to the same limitations, the Executive Committee shall have the power to do the following:
a. Appoint and remove, at the pleasure of the Executive Committee, all corporate Officers, agents, and employees; prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation, and these Bylaws; fix their compensation; and require faithful service from them.
b. Change the principal office or the principal business office in California from one location to another; cause the Society to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities in or outside California; and designate a place in or outside California for holding any meeting of members.
c. Borrow money and incur indebtedness on the Society’s behalf and cause to be executed and delivered for the Society’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
d. Adopt such rules and regulations as necessary for the management of operation of the Society.
e. Retain discretionary powers to act on behalf of the Society in the setting of extenuating or urgent circumstances which necessitate action before the full membership can be consulted, as appropriate.
4.04 Number and Qualifications of the Executive Committee. The Executive Committee shall consist of at least three (3) but no more than nineteen (19) members unless changed by amendment to these By-laws. The exact number of Executive Committee Members shall be fixed, within those limits, by a resolution adopted by the Executive Committee. The Executive Committee shall consist of the Board of Trustees, the Officers of the Society, the Chairs of the standing Committees in Article 6 – Committees, and Members-at-Large.
4.05 Interested Persons as Executive Committee Members. No more than 49 percent of the persons serving on the Executive Committee may be “interested persons.” An interested person is (1) any person compensated by the Society for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) 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 such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the Society.
4.06 Terms of Service of the Executive Committee. Members of the Executive Committee shall serve three year terms. With nomination by the Nominating Committee an Executive Committee Member-at-Large may be put on the slate for an additional consecutive term.
4.07 Vacancies on the Executive Committee. A vacancy or vacancies on the Executive Committee shall occur in the event of (1) completion of term of service, (2) the death, removal, or resignation of any Member of the Executive Committee; (3) the declaration by Executive Committee resolution of a vacancy in the office of a Member of the Executive Committee who has been declared of unsound mind by a court order, convicted of a felony, or, if the Society holds assets in charitable trust, found by a final order or judgment of any court to have breached a duty arising under Corporations Code §7238; (4) the vote of the members or, if the Society has fewer than 50 members, the vote of a majority of all members, to remove any member(s) of the Executive Committee.
4.08 Resignation of Executive Committee Members. Except as provided below, any Member of the Executive Committee may resign by giving written or electronic notice to the Chair of the Executive Committee, if any, or to the President or the Secretary. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Member of the Executive Committee’s resignation is effective at a later time, the Executive Committee may elect a successor to take office as of the date when the resignation becomes effective.
4.09 Meetings by Telecommunication. Any Executive Committee meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply:
a. Each Member of the Executive Committee participating in the meeting can communicate concurrently with all other Members of the Executive Committee.
b. Each Member of the Executive Committee is provided the means of participating in all matters before the Executive Committee, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Society.
4.10 Annual Meeting of Executive Committee. During the annual meeting of members, the Executive Committee shall hold a general meeting for purposes of organization, election of Officers, and transaction of other business. Notice of this meeting is not required. Other general meetings of the Executive Committee may be held without notice at such time and place as the Executive Committee may fix from time to time.
4.11 Quorum. A majority of the authorized number of Members of the Executive Committee shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the Members of the Executive Committee present at a duly held meeting at which a quorum is present shall be an act of the Executive Committee, subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, the provisions on (1) approval of contracts or transactions between the Society and one or more Members of the Executive Committee or between the Society and any entity in which a of the Executive Committee has a material financial interest, (2) creation of and appointments to Committees, and (3) indemnification of Members of the Executive Committee. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some Members of the Executive Committee, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
4.12 Executive Committee Action Without Meeting. An action required or permitted to be taken by the Executive Committee may be taken without a meeting if all Members of the Executive Committee individually or collectively consent in electronically or in writing to that action and if, subject to Corporations Code §7224(a), the number of Members of the Executive Committee then in office constitutes a quorum. The electronic or written consent or consents shall be filed with the minutes of the proceedings of the Executive Committee. The action by electronic or written consent shall have the same force and effect as a unanimous vote of the Members of the Executive Committee. For purposes of Corporations Code §7211(b) only, “all directors” does not include an “interested director” or “common director” as described in Corporations Code §7233(a) who abstains in writing from providing consent, when (i) the facts described in Corporations Code §7233(b)(1) or (b)(2) are established at or before the execution of the written consent or consents; (ii) the establishment of those facts or satisfaction of those provisions is included in the written consent or consents executed by the noninterested or noncommon directors or in other records of the Society; and (iii) the noninterested or noncommon directors approve the action by a vote that is sufficient without counting the votes of the interested directors or common directors.
4.13 Contracts with Executive Committee Members. No Executive Committee Member of the Society nor any other corporation, firm, association, or other entity in which one or more of the Society’s Executive Committee Members are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or other transaction with the Society unless (1) the material facts as to the transaction and such Executive Committee Member’s interest are fully disclosed or known to the members and such contract or transaction is approved by the members in good faith, with any membership owned by any interested Executive Committee Member not being entitled to vote thereon, or (2) the material facts regarding such Executive Committee Member’s financial interest in such contract or transaction or regarding such common directorship, Officership, or financial interest are fully disclosed in good faith and are noted in the minutes or are known to all Executive Committee members before consideration by the Executive Committee of such contract or transaction, and such contract or transaction is authorized in good faith by a majority of the Executive Committee by a vote sufficient for that purpose without counting the vote of the interested Executive Committee Member.