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Professional California Corporation Bylaws

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Professional California Corporation Bylaws Powered By Docstoc
					                                             BYLAWS
                                             OF THE
              CALIFORNIA STATE ORIENTAL MEDICAL ASSOCIATION
                                             (CSOMA)



                                              Article I
                                    NAME AND LOCATION
       Section 1.1. Name. The name of this organization is the California State Oriental Medical
Association (CSOMA) (“the Association”), a nonprofit mutual benefit corporation incorporated
in the State of California.
       Section 1.2. Location. The principal office of the Association shall be at such location as
may be determined by the Board of Directors.


                                             Article II
                              PURPOSES AND RESTRICTIONS
       Section 2.1. Purposes. The purpose of the Association is to serve as a business league
representing persons practicing acupuncture and Oriental medicine.


       Section 2.2. Restrictions on Activities. The Association shall conduct all its activities
within the restrictions established by Section 501(c)(6) of the Internal Revenue Code of 1986, as
amended, and the regulations relating thereto as issued by the Department of the Treasury. All
policies and activities of the Association shall be consistent with applicable federal, state and
local antitrust, trade regulation laws and other legal requirements, including the California
Nonprofit Corporation Law under which the Association is organized and operated, and
applicable tax-exemption requirements.


                                             Article III
                                       MEMBERS
       Section 3.1. No Members. Notwithstanding the use of the terms "member" and
"membership" herein, this corporation shall have no voting members within the meaning of the
Nonprofit Corporation Law. The rights of said members shall be limited to those expressly set
forth in these Bylaws, and as may be established via written resolution of the Board.
       Section 3.2. Classes of Membership. There shall be three (3) classes of membership:
Professional, Associate, and Student. The Board of Directors may create such subclasses of

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membership as, in its judgment, shall serve the objectives of the Association. Members shall be
limited to those persons, firms, corporations, or associations who support the purposes, principles
and rules of the corporation and have paid a membership fee, as determined by the Board.
        Section 3.2.1. Professional Membership. Professional Membership shall have voting rights
and shall be limited to Licensed Acupuncturists whose license is listed as current and valid with the
California Acupuncture Board.
        Section 3.2.2. Associate Membership. Associate Membership shall have no voting rights as
a member and shall be available to any partnership, corporation, division or subsidiary of a
corporation, or joint venture entity, or any employee thereof, engaged in selling products or services
to members of CSOMA; any institution engaged in medical education or any employee thereof; any
Oriental medical association; to any acupuncturist licensed to practice in a state other than
California; members of other learned professions who are licensed to provide health care services;
or individuals formerly holding Professional Membership who no longer qualify for such
membership. Policies, rules and decisions governing the participation of Associate Members shall
be determined by the Board of Directors. An Associate Member may serve as a voting member of
the Board of Directors if nominated and elected. An Associate Member may serve on committees
other than the Governance or Executive Committee. An Associate Member may not serve as an
officer of this Association.
        Section 3.2.3. Student Membership. Student Membership shall have no voting rights as a
member and shall be available to any person who is currently enrolled, at least half-time, in an
education program that is at least one academic year’s duration and is approved by the California
Acupuncture Board. A Student Member may serve as a voting member of the Board of Directors if
nominated and elected. A Student Member may serve on committees other than the Governance or
Executive Committee. A Student Member may not serve as an officer of this Association.
        Section 3.3. Voting Rights. Each Professional Member shall be entitled to one vote on each
matter submitted to a vote of the members. Members who fail to be in good standing, as set forth in
Section 3.8 shall not be entitled to vote on any matter.
        Section 3.4. Membership Fee. Each member shall pay a membership fee and periodic dues
and assessments in such amounts and at such times as shall be determined by the Board.
        Section 3.5. Transfer of Membership. The Board may provide for the transfer of
memberships, subject to such restrictions or limitations, as the Board deems appropriate, including
transfer upon the death, dissolution, merger, or reorganization of a member.
        Section 3.6. Termination of Membership. A membership shall be suspended or terminated
whenever the Board, or a committee or person authorized by the Board, in good faith determines
that any of the following events have occurred: (a) resignation of member, on reasonable written

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notice to the Association; (b) expiration of the period of membership, unless the membership is
renewed on the renewal terms fixed by the Board; (c) failure of a member to pay dues, fees, or
assessments in the amount and under the terms set by the Board; (d) failure to abide in the lawful
decisions of the Board or any duly constituted committee of the Association, and (e) occurrence of
any event that renders a member ineligible for membership, or failure to satisfy membership
qualifications.
        For any cause other than resignation of member or nonpayment of dues, the Board shall
give the member who is the subject of the proposed action fifteen (15) days' prior notice of the
proposed expulsion, suspension, or termination and the reasons therefor. The member may submit
a written statement to the Board regarding the proposed action not less than five days before the
effective date of the proposed expulsion, suspension, or termination. Prior to the effective date of
the proposed expulsion, suspension, or termination, the Board or its designee shall review any such
statement submitted and shall determine the mitigating effect, if any, of the information contained
therein on the proposed expulsion, suspension, or termination. A suspended member shall not be
entitled to exercise any of the voting rights set forth in Section 3.2.
        Section 3.7. Discipline. A member may be publicly reprimanded, fined, suspended or
terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree,
to (1) observe the Association's rules of conduct as prescribed by the Board in these Bylaws or
otherwise, (2) to abide in the lawful decisions of any duly constituted committee of the Association,
or to engage in any conduct which is deemed by the Board or its designee contrary or prejudicial to
the interests and/or purposes of the Association. The discipline shall occur only after the member
has been given a fifteen (15) days’ prior written notice of the proposed discipline and the reasons
therefor. The notice shall also advise the member of the member's opportunity to be heard, orally or
in writing, not less than five days before the effective date of the discipline by the Board or its
designee. The Board or its designee shall determine whether cause exists and the appropriate
discipline, if any.
        The Board is not required to follow the above procedure when imposing lesser discipline
such as private reprimand.
        Section 3.8. Good Standing. Any member who shall be in arrears in the payment of any
installment of fees, periodic dues, or assessments more than sixty (60) days after their due date
shall not be in good standing
        Section 3.9. Member Obligation to Follow Association Rules. Each member of this
Association agrees to be bound by these Bylaws and any amendments thereto, and by the lawful
actions of the Board and/or duly constituted committees of the Association.
        Section 3.10. Reinstatement. A former member desiring a continuous member record may

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be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a
continuous membership record is not desired, the member may be reinstated on showing proof of
qualification and paying current year’s dues. Former members removed from membership for
"cause" shall not be entitled to reinstatement under this Section.
         Section 3.11. Good Standing. A member in good standing is one who has not been found
by the Association to be in violation of membership conditions and requirements established by the
Association. Any member who shall be in arrears in the payment of any installment of fees,
periodic dues, or assessments more than sixty (60) days after their due date shall not be in good
standing.
         Section 3.12. Resignation. Any member may resign by filing a written resignation with the
Association, but such resignation shall not relieve the member so resigning of the obligation to pay
any dues, or other charges theretofore accrued and unpaid.
         Section 3.13. Member Liability. No member of the Association shall be personally or
otherwise liable for any of the debts or obligations of the Association.


                                              Article IV
                                   MEMBERSHIP MEETINGS
         Section 4.1. Place of Meetings. Meetings of members shall be held either at the principal
office of the Corporation or at any other place within or without the State of California, which may
be designated either by the President of the Board, or a director appointed by the President of the
Board.
         Section 4.2. Annual Membership Meetings. The Association shall hold an annual meeting
of Professional members at the place and on the date that the Board determines. At the annual
meeting, Directors shall be elected, the Board shall report the activities of the Association to the
members, and other business shall be transacted as may be properly brought before the meeting.
       Section 4.3. Special Meetings. The President of the Board, a majority of the Board, or
twenty (20) percent or more of the Professional membership may call special meetings of the
Professional membership.
         Section 4.4. Notice. The Board shall give Association members reasonable notice of all
annual and special meetings. The notice shall include the place, date, and hour of the meeting, and a
reasonable description of the business to be discussed and shall be given, by mail, at least 20 days,
but not more than 90 days before the date of the meeting.
         The notice of any meeting at which directors are to be elected shall include the names of all
those who are nominees at the time the notice is sent to members.
       Section 4.5. Quorum. At annual or special meetings of members, a quorum shall consist of

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no less than seven and one half (7½) percent of the voting power, represented in person. If a
quorum is present, the affirmative vote of the majority of the voting power represented at the
meeting, entitled to vote, and voting on any matter shall be the act of the members, unless the vote of
a greater number or voting by class is required by law, by the Articles, or by these Bylaws, except as
provided in the following sentence. The members present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment, notwithstanding the withdrawal
of enough members to leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the members required to constitute a quorum.
        Section 4.6. Voting. The members entitled to notice of any meeting or to vote at any such
meeting shall be only persons in whose name memberships stand on the records of the Corporation
on the record date for notice determined in accordance with Section 4.7.
        Section 4.7. Record Date. The Board may fix, in advance, a record date for the
determination of the members entitled to notice of any meeting of members or entitled to exercise
any rights in respect of any lawful action. The record date so fixed shall be not more than 60 days
nor less than 10 days prior to the date of the meeting, nor more than 60 days prior to any other
action. When a record date is so fixed, only members of record on that date are entitled to notice, to
vote, or to exercise the rights for which the record date was fixed.
        Section 4.8. Action Without Meeting: Written Ballot. Any action which may be taken at any
regular or special meeting of members, may be taken without a meeting by conforming to the mail
balloting procedure specified in California Nonprofit Corporation Law.
        Section 4.9. Proxies. The use of proxies is not permitted for any purpose.
        Section 4.10. Conduct of Meeting. The President of the Board shall preside as chair at all
meetings of the members. The President of the Board shall conduct each such meeting in a
businesslike and fair manner, but shall not be obligated to follow any technical, formal, or
parliamentary rules or principles of procedure. The President of the Board's rulings on procedural
matters shall be conclusive and binding on all members.

                                              Article V
                                    BOARD OF DIRECTORS
        Section 5.1. Authority and Responsibility. The governing body of the Association shall
be the Board of Directors. This corporation shall have powers to the full extent allowed by law.
All powers and activities of this corporation shall be exercised and managed by the Board of
Directors of this corporation directly or, if delegated, under the ultimate direction of the Board.
        Section 5.2. Number, Composition, and Qualification,. The Board of Directors shall
consist of no less than nine (9) nor more than thirteen (13) directors. The exact number of


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directors shall be fixed from time to time by a resolution adopted by the Board. Of these, one (1)
director shall be a student currently enrolled in a California Acupuncture Board approved school,
and at least one (1) director shall be a nonprofessional Associate Member. The Board of
Directors shall be composed of at least three-quarters (3/4) Professional Members as defined in
Article III. The Executive Director of the Corporation shall serve as an ex officio director
without vote. The number of directors may be changed by amendment of these Bylaws, or by
repeal of these Bylaws and adoption of new Bylaws, as provided in these Bylaws.
          Section 5.3. Manner of Election and Term of Office. Directors shall be elected by the
members during the annual membership meeting.
          Except as set forth elsewhere in this Section 5.3, each director shall hold office for two
(2) years or until his or her successor is duly elected and qualified. Student Directors shall serve
for a term of one (1) year provided that if the Student Member ceases to be enrolled in a
California Acupuncture Board approved program at any time prior to the expiration of the term
for which elected, the service of such Student Member on the board shall thereupon terminate,
and the position shall be declared vacant. Any director may be reelected at the expiration of his
term of office. The terms of office of the voting directors shall be established in such a manner
that approximately one-third (1/3) of said directors’ terms expire each year. In the event of a
change in the number of directors, the staggering of terms shall be preserved. The terms of office
may be changed by amendment of these Bylaws, or by repeal of these Bylaws and adoption of
new Bylaws, as provided in these Bylaws.
          Section 5.4. Vacancies. The Board of Directors, by majority vote, is empowered to
appoint directors to fill any vacancies on the Board caused by death, resignation, removal or
otherwise. Such directors shall be appointed for the unexpired terms of their predecessors in
office.
       Section 5.5. Nominations. The Governance Advisory Committee, acting in accordance
with Section 8.7, shall present one nominee for each seat on the Board that is vacant or is about
to expire.
          Section 5.6. Absence. Any elected officer or director who shall have been absent from
two (2) consecutive regular meetings of the Board of Directors during a single administrative
year or who shall have been absent from more than four (4) regular meetings during a single
term of office shall automatically vacate the seat on the Board of Directors, and the vacancy shall
be filled as provided by these Bylaws; however, the Board of Directors shall consider each
absence of an elected officer or director as a separate circumstance and may expressly waive
such absence by affirmative vote of a majority of its members.
       Section 5.7. Removal of Directors. Any director may be removed to the extent permitted

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by law.
          No reduction of the authorized number of directors shall have the effect of removing any
director prior to the expiration of the director’s term of office.
          Section 5.8. Resignation. Any director may resign effective on giving written notice
thereof, or at a later time specified in the notice thereof, to the Board, the President of the Board,
or the Executive Director of the Corporation. If the resignation of a director is effective at a
future time, the Board of Directors may elect a successor to take office as of the date the
resignation becomes effective. Notwithstanding anything to the contrary in this paragraph, no
director may resign when the Corporation would then be left without a duly elected director.
          Section 5.9. Duties of Directors. It shall be the duties of the directors to:
                  (a) To conduct, manage and control the activities and affairs of the Corporation
          and to make such rules and regulations therefor, not inconsistent with the law, the
          Articles of Incorporation or these Bylaws;
                  (b) To employ, to review the performance, and to discharge the Executive
          Director of the Corporation, to prescribe the duties of the Executive Director, and to fix
          compensation of the Executive Director who shall serve as Chief Executive Officer of the
          Corporation;
                  (c) Meet at such times and places as required by these Bylaws;
                  (d) Register their addresses with the Secretary of the Corporation and notices of
          meetings mailed to them at such addresses shall be valid notices thereof.
          Section 5.10. Compensation of Directors. Directors of the Association may not receive
compensation; however, directors may be reimbursed for any reasonable expenses incurred by
them in the execution of their official duties, including travel expenses. Further, nothing herein
shall preclude remuneration to such persons for service to the Corporation other than service as a
director.
        Section 5.11. Place and Manner of Meeting. Meetings of the Board of Directors may be
held at such place and time as the Board may determine. The Board of Directors will meet not
less than one (1) time per fiscal quarter at such time and place as it may determine, or as is
specified in the notice of the meetings. Should the Board at any time wish to change the schedule
of the regular quarterly meetings, the same will require the approval of a simple majority, a
quorum voting. The annual meeting will be the last meeting of the fiscal year of the Corporation.
Special meetings of the Board of Directors may be held from time to time upon call of the
President of the Board, or a majority of the directors. Members of the Board of Directors may act
by means of conference telephone network or similar communication methods by which all
persons participating in the meeting can hear one another. All meetings of the Board of Directors

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shall be open to the general membership and to non-members invited by the board except in
instances where the board may go into Executive (closed) Session to discuss sensitive matters.
The board may go into Executive Session by a simple majority vote of the directors, present and
voting.
          Section 5.12. Action by Unanimous Written Consent without Meeting. Any action
required or permitted to be taken by the Board of Directors may be taken without a meeting, if
all members of the Board shall individually and collectively consent in writing to such action in
the manner specified in the California Nonprofit Corporation Law. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action
by written consent shall have the same force and effect as the unanimous vote of the directors.
For the purpose of approving any self-dealing transaction by written consent pursuant to this
Section, “all members of the Board” shall not include any director having a material financial
interest in such self-dealing transaction.
          Section 5.13. Notice of Meeting. Written or printed notice of every annual, regular or
special meeting of the Board of Directors, stating the place, day and hour of the meeting must be
given personally or by facsimile, telephone or e-mail to each director at least 48 hours before the
meeting, or sent by first-class mail at least four days before the meeting. No notice need be given
to any director who actually attends, or who executes and files a written waiver of notice of such
meeting, either before or after the meeting.
          Section 5.14. Quorum. A majority of the Professional members of the Board of Directors
shall constitute a quorum at such meetings. No vote shall be taken unless a quorum is present.
The vote of a majority of those present at a meeting at which a quorum is present shall be
sufficient to constitute action of the Board of Directors except for actions for which a greater
vote may be required by statute, the Articles of Incorporation or these Bylaws.
       Section 5.15. Voting. At all meetings of the Board of Directors, each director shall have
one vote except for the Executive Director who serves without vote. Board members must be
present and in good standing in order to vote. Voting rights of a Director shall not be delegated
to another nor exercised by proxy.
          Section 5.16. Restrictions on Interested Directors. Notwithstanding any other provisions
of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board
may be interested persons. Furthermore, an interested person shall not serve as President of the
Board. For purposes of this Section, “interested persons” means:
                 (a) Any person currently being compensated by the corporation 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

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                   compensation paid to a director in his or her capacity as director, or;
               (b) Any brother, sister, ancestor, descendent, spouse, brother-in-law, sister-in-law,
                   son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such
                   person.


                                             Article VI
                                            OFFICERS
       Section 6.1. Officers and Qualifications. The elected officers of the Association shall be
the President of the Board, the Secretary, the Treasurer, and such other officers as the Board of
Directors deems advisable from time to time. A candidate for elected office shall be selected
from among the Professional Members of the Board of Directors. The President shall have
served on the Board of Directors for at least one year.
       Section 6.2. Election. The elected officers shall be elected by the Board at its next regular
meeting after the annual meeting of the members.
       Section 6.3. Term of Office. Elected officers shall hold office for one year, or until their
successors have been duly elected and have qualified, or until removed. Each elected officer
shall serve concurrently as a member of the Board of Directors and as a member of the Executive
Committee. Terms of specific Officership shall be limited to three consecutive one-year terms.
       Section 6.4. Removal of Officers. Any officer may be removed either with or without
cause by the vote of a majority of the Board of Directors.
       Section 6.5. Duties of Officers. The duties and powers of the officers of the Association
shall be as follows, or as set by resolution of the Board of Directors:
       Section 6.5.1. President.
               (a) The President shall be the chief elected officer of the Corporation and serve as
       President of both the Board of Directors and the Executive Committee;
              (b) The President shall call or cause to be called regular and special meetings of
       the Board of Directors in accordance with the requirements of any applicable statute and
       of these Bylaws;
               (c) The President or a director designated by the President shall preside as chair at
       all meetings of the Board of Directors;
               (d) The President shall serve as an ex-officio member of all committees except the
       Governance Advisory Committee and shall make all required appointments of standing
       and special committees and trustees.
              (e) The President shall have authority to execute in the name of the Corporation
       any written instruments to be executed by the Corporation, except where by law the

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signature of another officer is required;
       (f) The President shall keep or cause to be kept and file or cause to be filed all
books, reports, statements, and certificates as required by law;
       (g) The President shall enforce these Bylaws and perform all the duties incident to
the office of President of the Board, and which are required by law, and, generally, shall
supervise and control the activities of the Association.


Section 6.5.2. Secretary.
       (a) The Secretary shall give or cause to be given notice of all the meetings of the
Board of Directors;
       (b) The Secretary shall keep or cause to be kept at the principal executive office
or such other place as the Board may order, the original or a certified copy of the Articles
of Incorporation and these Bylaws, as amended, and shall supervise the keeping of a book
the minutes of the meetings of the Board and its Committees;
       (c) The Secretary shall oversee the keeping of the records of the Association and
shall attest the signatures of other corporate officers upon all corporate papers when
required;
       (d) The Secretary shall keep or cause to be kept a book or record containing the
names and addresses of all officers and directors of the Association. At the request of any
person entitled to an inspection thereof, the Secretary shall make available current lists of
the names and addresses of the officers and directors;
       (e) The Secretary shall present to the Board of Directors at its meetings all official
communications received; and,
       (f) The Secretary shall further perform all duties incident to the office.

Section 6.5.3. Treasurer.
       (a) The Treasurer shall oversee the care and custody of, and be responsible for,
the funds and securities of the Association, and shall deposit or cause to be deposited
such funds and securities in the name of the Association in such banks or safe deposit
companies as the Board of Directors may designate;
       (b) The Treasurer shall serve as the Chair of the Finance Committee;
       (c) The Treasurer, or any agent appointed by the Board of Directors, may make,
sign, and endorse in the name of the Association all checks, drafts, notes, and other
orders for the payment of money, and pay out and dispose of such under the direction of
the President of the Board or the Board of Directors;

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               (d) The Treasurer shall keep or cause to be kept accurate books of account of all
       the organization’s business and transactions and shall exhibit such books and accounts to
       any person duly authorized to inspect such records;
               (e) The Treasurer shall prepare or cause to be prepared annual statements of the
       condition of the finances of the Corporation, and such statements shall be included in the
       annual report required under Section 8321 of the California Corporations Code and
       Section 11.8 of these Bylaws;
               (f) The Treasurer shall prepare or cause to be prepared and file or cause to be filed
       any tax returns required by the Internal Revenue Code and the California Revenue and
       Taxation Code;
               (g) In the absence of the Secretary, the Treasurer shall serve as Acting Secretary
       with authority to attest the signatures of other officers upon papers when required;
               (h) The Treasurer shall further perform all duties incident to the office.


       Section 6.6. Vacancies. All vacancies in any office shall be filled promptly by the Board
of Directors either at a regular meeting or at a meeting specially called for that purpose.



                                            Article VII
                                   EXECUTIVE AND STAFF
       Section 7.1. Appointment. The Board shall employ a salaried chief executive who shall
have the title of Executive Director and Chief Executive Officer and whose term and conditions
of initial employment shall be specified by the Board. The Executive Committee is delegated the
authority to determine the ongoing compensation and other financial arrangements of the
Executive Director and CEO. Such data will be reported to the Board of Directors.
       Section 7.2. Authority and Responsibility. The Executive Director, as Chief Executive
Officer, shall manage and direct all activities of the Association subject to the policies of the
Board of Directors and through the office of the President of the Board. The Executive Director
and CEO shall employ and may terminate the employment of members of the staff necessary to
carry on the work of the Association and fix their compensation within the approved budget. The
Executive Director and CEO shall define the duties of the staff, supervise their performance,
establish their titles, and delegate those responsibilities of management as shall be in the best
interest of the Association. The Executive Director and CEO shall serve without vote as an ex
officio member of the Executive Committee and Board of Directors.



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                                            Article VIII
                                         COMMITTEES
       Section 8.1. Board Committees. The Board of Directors may, by resolution adopted by a
majority of the directors then in office, create any number of Board Committees, each consisting
of two or more directors to serve at the pleasure of the Board. Non-director members may serve,
without vote, on committees other than the Governance or Executive Committee. Appointments to
any Board Committee shall be by a majority of directors then in office. Board Committees may
be given all the authority of the Board, except for the powers to:
               (a)     set the number of directors within a range specified in these Bylaws;
               (b)     elect directors or remove directors without cause;
               (c)     fill vacancies on the Board of Directors or on any Board Committees;
               (d)     fix compensation of directors for serving on the Board or any Board
       Committees;
               (e)     amend or repeal these Bylaws or adopt new Bylaws;
               (f)     adopt amendment to the Articles of Incorporation of this corporation;
               (g)     amend or repeal any resolution of the Board of Directors which by its
       express terms is not so amendable or repealable;
               (h)     create any other Board Committee or appoint the members of any Board
       Committees; or
               (i)     approve any merger, reorganization, voluntary dissolution, or disposition
       of substantially all of the assets of this corporation.
       Section 8.2. Advisory Committees. The Board of Directors may establish one or more
Advisory Committees to the Board. The members of any Advisory Committee may consist of
directors or non-directors and may be appointed as the Board determines. Advisory Committees
may not exercise the authority of the Board to make decisions on behalf of this corporation, but
shall be restricted to making recommendations to the Board or Board Committees, and
implementing Board or Board Committee decisions and policies under the supervision and
control of the Board or Board Committee.
       Section 8.3. Meetings.
                Meetings and actions of all committees shall be governed by and held and taken
       in accordance with the provisions of Article V of these Bylaws concerning meetings and
       actions of the Board of Directors, with such changes in the content of those Bylaws as are
       necessary to substitute the committee and its members for the Board of Directors and its
       members. Minutes shall be kept of each meeting of any committee and shall be filed with

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       the corporate seal.
       Section 8.4. General Procedures. The President of the Board shall appoint a chair of each
Board and Advisory Committee and shall be an ex officio member of each Committee. The
Board of Directors may adopt rules for the governance of any board or Advisory Committee not
inconsistent with the provisions of these Bylaws.
       Section 8.5. Executive Committee. The Executive Committee shall be a standing Board
Committee and shall conduct business of the Board of Directors in the interim between meetings
of the Board, except as prohibited elsewhere in these Bylaws or by California law. Actions of the
Executive Committee shall not violate policy or rules established by the Board or these Bylaws,
and shall be reported to the Board by mail, or in writing at the next meeting. The membership of
the Executive Committee shall consist of the directors of this corporation as may be appointed
from time to time by a majority of the directors then in office, each of whom shall serve at the
pleasure of the Board, or until he or she resigns from the Committee or ceases to be a director of
the corporation, or until the existence of the Committee ends. The Executive Committee shall
have the responsibility for overseeing the annual performance review of the Executive Director.
       Section 8.6. Finance Committee. The Finance Committee shall be a standing Board
Committee and shall oversee the financial affairs of the Corporation, including the investment
and management of funds. The membership of the Finance Committee shall consist of the
directors of the Corporation as may be appointed from time to time by a majority of the directors
then in office, each of whom shall serve at the pleasure of the Board, or until he or she resigns
from the Committee or ceases to be a director of the Corporation, or the existence of the
Committee ends.
       Section 8.7. Governance Advisory Committee. The President of the Board shall appoint
with the approval of the Board of Directors a Governance Advisory Committee which will
consist of five (5) or seven (7) Professional Members, one (1) of whom shall be the Immediate
Past President of the Association. At least one (1) member of the Governance Advisory
Committee shall be reappointed to the following year’s Governance Advisory Committee to
ensure continuity. The Governance Advisory Committee shall nominate a candidate to the Board
whenever a vacancy occurs in the elected officer or Board of Directors with said candidate to be
elected by a majority vote of the remaining members of the Board. The Governance Advisory
Committee shall nominate candidates for the new Board of Directors and shall notify, in writing,
the membership of its choices not less than sixty (60) days before the Annual Membership
Meeting. No member of the Governance Advisory Committee is eligible to be nominated for any
position. Thirty (30) days shall be allowed for nominations from the membership. Any member
nominated by petition of two and one half (2½) percent of the voting membership shall be placed

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on the ballot. The ballot shall indicate those nominees recommended by the Governance
Advisory Committee and those recommended by petition. The Governance Advisory Committee
will conduct an election by mail ballot in which each Professional Member will have one vote to
cast for each directorship position to be elected. Candidates receiving the highest number of
votes for each office shall be declared elected. If, however, no nominations are made by petition,
the Secretary shall cast a unanimous ballot for the candidates of the Governance Advisory
Committee and no mail ballot will be required. Results of the election shall be announced no
later than the next Annual Meeting of the Board. Members may not raise any matter at an Annual
Membership Meeting unless they have given specifics of the proposal to the President of the
Board no less than 30 days prior to the meeting. The Governance Advisory Committee shall also
have the responsibility for overseeing orientation of new Directors, for developing job
descriptions for Directors, and for ensuring that the Board of Directors regularly engages in self-
assessment.


                                              Article IX
                                            CHAPTERS
       Section 9.1. Chapters. The Board may recognize chapters on such terms and conditions
as it deems appropriate, which shall be included in an appropriate written agreement between the
Association and the chapter addressing all significant aspects of the relationship.


                                              Article X
                            LIABILITY AND INDEMNIFICATION
       Section 10.1. Liability. In the absence of fraud, gross negligence or intentional wrongful
acts, the officers and directors of the Association shall not be personally liable for its debts,
obligations or liabilities.
        Section 10.2. Indemnification. To the fullest extent permitted by law, this corporation
shall indemnify its directors, officers, employees and other persons described in Section 7237(a)
of the California Corporations Code, including such persons formerly occupying any such
position, against all expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred by them in connection with any “proceeding,” as that term is used in that
Section, and including an action by or in the right of the Corporation, by reason of the fact that
the person is or was a person described in that Section. “Expenses,” as used in this bylaw, shall
have the same meaning as in Section 7237(a) of the California Corporations Code. The
Corporation shall have the right to purchase and maintain insurance to the full extent permitted
by law on behalf of its officers, directors, employees, and other agents, against any liability

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asserted against or incurred by any officer, director, employee or agent in such capacity or
arising out of the officer’s, director’s, employee’s or agent’s status as such.


                                             Article XI
                                    GENERAL PROVISIONS
       Section 11.1. Execution of Contracts. The Board of Directors, except as otherwise
provided in these Bylaws, may prospectively or retroactively authorize any officer or officers,
agent or agents, in the name, and on behalf, of the Association to enter into any contract, or
execute and deliver any instrument as may be necessary to carry out the purposes of the
Corporation. Any such authority may be general or confined to specific instances.
       Section 11.2. Loans. The Board of Directors may authorize the President of the Board or
any other officer or agent of the Corporation to: (1) obtain loans and advances at any time for the
Corporation from any bank, trust company, firm, corporation, individual or other organization or
institution; (2) make, execute and deliver promissory notes, bonds or other evidence of
indebtedness; and (3) pledge and hypothecate, or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred by the Board of
Directors may be general or confined to specific instances. In no instance shall loans be made by
the Association to any director or officer thereof.
       Section 11.3. Investments. The Association shall have the right to retain all or any part of
any securities or property acquired by it in whatever manner, and to invest and reinvest any
funds held by it according to the judgment of the Board of Directors. The Board of Directors is
restricted to the prudent investments that a director is or may hereafter be permitted by law to
make. The Board of Directors may delegate to the Treasurer the day-to-day management of such
investments as the Board of Directors may authorize.
        Section 11.4. Books and Records. The correct books of accounts of all the business and
transactions of the Association shall be kept at the headquarters office of the Association.
       Section 11.5. Depositories. The funds of the Association, not otherwise employed, shall
from time to time be deposited to the order of the Association in such banks, trust companies or
other depositories as the Board of Directors may select, or as may be selected by any one or
more officers or agents of the Corporation, to whom such power may from time to time be
delegated by the Board of Directors.
       Section 11.6. Signatories. Any checks, drafts and other orders for payment of money out
of the funds of the Association, and all notes and other evidences of indebtedness of the
Association shall be signed on behalf of the Association in such a manner as shall from time to
time be determined by the Board of Directors. In the absence of such determination by the Board

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of Directors, such instruments shall be signed by the Treasurer or President of the Board.
       Section 11.7. Annual Audit. The Board of Directors may require an annual audit of the
books and accounting records of the Corporation.
       Section 11.8. Annual Report. The Board shall cause an annual report to be prepared
within 120 days after the end of the Corporation’s fiscal year, and the report shall contain a
balance sheet and any other information required under Sections 8321 and 8322 of the California
Corporations Code. The corporation shall distribute the report to each director.
       Section 11.9. Fiscal Year. The fiscal year of the Association shall be the calendar year
unless changed by the Board of Directors.


                                            Article XII
                                         DISSOLUTION
       Upon dissolution or final liquidation, all assets remaining after application and
distribution of assets as required under Title 1, Division 2, Part 3, Chapter 17 of the California
Nonprofit Mutual Benefit Corporation Law shall be refunded to the Corporation’s contributors or
transferred to one or more organizations which have qualified for nonprofit and tax exempt status
under Section 501(c)(3), 501(c)(4) or 501(c)(6) of the Internal Revenue Code. Such transfer or
conveyance shall be pursuant to a plan of distribution adopted as provided for in the California
Nonprofit Corporation Law.


                                            Article XIII
                                   AMENDMENT OF BYLAWS
       Except to the extent prohibited by law, the Bylaws of this Corporation may be adopted,
amended or repealed by a majority vote of the Board of Directors in good standing and voting at
a duly called meeting of the Board of Directors. The proposed amendments must be submitted in
writing to the directors at least thirty (30) days prior to the meeting at which the amendments
will be considered for approval.


                                          ARTICLE XIV
                                      INTERPRETATION
       Section 14.1. Interpretation. These Bylaws constitute a written agreement between the
Association and its members, Directors and officers. The Bylaws should be interpreted in
connection with the California Nonprofit Corporation Law that supplements and controls these
Bylaws.



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