The principal office of the corporation for the transaction of its business is located in Santa Clara County, California.Section 2: Change of Address
The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may however change the principal office from one location to another within the named county by the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws.Section 3: Other Offices
The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may. from time to time designate.
This corporation known as The Neighborhood League is established for the following purposes:
Educate residents of the Santa Clara Valley on the affect on local quality of life of pollution, both air and noise, traffic congestion and air safety.
Undertake on behalf of all the residents of Santa Clara Valley actions in the public interest to ensure full compliance with environmental regulations,
Undertake on behalf of all the residents of Santa Clara Valley actions in the public interest to ensure future growth does not negatively impact the quality of life in the Santa Clara Valley.
This corporation will make no provision for individual membership, however pursuant to Section 5310(b) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise under state or federal regulation require approval by a majority of all members or approval by the members, shall require only the approval of the Board of Directors.
The Board of Directors shall have no more than fifteen(15) or less than five (5) Directors the exact number to be determined by resolution of the Board of Directors. Collectively they shall be know as the Board of Directors. The title and number of the Board of Directors may be changed by amendment of this Bylaw, or by repeal of this Bylaw and the adoption of a new Bylaw, as provided in these Bylaws.Section 2: Powers
Subject to appropriate State and Federal regulation and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the Directors, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all powers shall be exercised by or under the direction of the Board of Directors.Section 3: Duties
It shall be the duty of the Board of Directors to:
a) Perform any and all duties imposed on them collectively or individually by law or these Bylaws.
b) Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and compensation,if any, of all officers, agents and employees of this corporation.
c) Supervise all all officers, agents and employees of this corporation.
d)Attend at least once a month and each Director must attend at least one half of all meeting called at such times and places as required by these Bylaws,
e) Register their addresses and phone numbers with the Secretary of THE NEIGHBORHOOD LEAGUE,Section 4: Terms of Office
Each Director of the Board of Directors shall hold office until the next annual meeting for election of Officers and until his or her successor is elected and is qualified.Section 5: Compensation
Directors of the Board of Directors shall serve without compensation. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such compensation is is reasonable and is allowable under the provisions of section 6 of these Articles.Section 6: Restrictions Regarding Interested Directors
Notwithstanding any other provision of the these Bylaws, not more than 49% of the persons on the Board may be interested persons. For purposes of this Section, 'interested persons" means either:
a) any person currently being compensated by the corporation for services rendered it within the previous twelve 12 months, whether as a full- or part- time employee or officer, independent contractor, or otherwise; or b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-inlaw, daughter -in-law, son-in-law, mother-in-law, or father-in-law of any such person.Section 7: Place of Meeting
The place and times of meeting will be within the State of California as determined by resolution at the conclusion of each preceding meeting.Section 8: Regular and Annual Meetings
Regular meetings for the Board of Directors will be held at the first Monday of each month except for cancelations at the discretion of the Board of Directors te accommodate holidays and vacations. At the first meeting in the month of June, Directors of the Board of Directors will be elected. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Each Director will cast one vote with voting by ballot only.Section 9: Special Meetings
Special Meetings may be called by any Director of the Board of Directors at any location within the County of Santa Clara designated by the Director calling the meeting.Section 10: Notice of Meetings
Regular meeting may be held without notice. Special meetings shall be held upon two day written or oral notice by the Director calling the meeting. The contents of the notice of meeting must specify, hour, date and location. The purpose of the meeting need not be included in the notice.Section 11: Quorum for Meetings
A quorum shall consist of 60% of all members of the Board of Directors.
No business unless otherwise provided in these Bylaws shall be considered by the Board of Directors at any meeting where a quorum is not present.Section 12: Majority Action
Every act or decision done or made by a majority of the Directors of the Board of Directors at a meeting duly held at which a quorum is present is an act of the Board of Directors unless The Articles of Incorporation or these bylaws or provisions of the California Nonprofit Public Benefit Corporation Law, require a greater percentage or different voting rules for approval of a matter by the Board.Section 13: Conduct
Meetings of the Board of Directors shall be presided over by the Chair of the Board of Directors or in her/his absence by a Chair chosen by majority of the Directors at that meeting. The Secretary shall act as Secretary of all meetings of the Board of Directors, providing in his/her absence the presiding officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by Roberts Rules of Order insofar as they are not in conflict with these bylaws,The Articles of Incorporation or provisions of law.Sections 14: Vacancies
Vacancies shall exist upon the death or resignation of a Director or whenever the number of Directors is increased. The Directors may declare vacant the position of a Director who has been declared of unsound mind by a final order of a court, or convicted of a felony or been found by a majority vote of the d any duty described in these bylaws or under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.
Any director may resign upon giving written notice to the Secretary. No director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.
Vacancies on the Board may be filled by a majority of Directors then in office, whether or not less than a quorum, or by a sole remaining Director.Section 15: Attendance
Each Director of the Board of Directors must attend at least 50% of all meetings.Section 16: Non-Liability
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.Section 17: Indemnification by Corporation of Directors, Officers and Agents
To the extent tat a person, who is or was a Director, Officer or agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgement against such person by reason of the fact that he or she is or was an agent of of the corporation, or has been successful in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgements, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California NonProfit Public Benefit Corporation Law.Section 18: Insurance for Corporate Agents
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability other that for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California NonProfit Public Benefit Corporation Law.
The officers of this corporation shall be a President, a Secretary and a Chief Financial officer who is designated the Treasurer. Other officers may be created by a majority vote of the Board of Directors. Neither the Secretary nor the Treasurer may serve as the President simultaneously.Section 2: Qualification, Election and Term of Office
Any resident of California may serve as an officer. Officers shall be elected by the Board of Directors with the exception that the Chair of the Board of Directors shall also be President. Other officers shall be elected by the the Board of Directors, at any time, and each officer shall hold office until he or she resigns the office, is removed or is otherwise disqualified to serve or until his or her successor shall be elected and qualified, whichever occurs first.Sections 3: Vacancies
Vacancies shall exist upon the death or resignation of a officer or whenever the number of officers is increased. The members of the Board of Directors may declare vacant the position of an officer at any time by majority vote. An officer who has been declared of unsound mind by a final order of a court, or convicted of a felony or been found by a majority vote of the members of the Board of Directors to have violated any duty shall be disqualified. Vacancies shall be filled by majority vote of the Board of Directors at the next board meeting.Section 4: Duties of President
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident 10 his or her office and such other duties as may be required by law, by the the Articles of Incorporation of this corporation or by these bylaws, he/she shall preside at all meetings of the Board of Directors where he/she is in attendance.or may delegate this to any other officer Except as otherwise expressly provided in these bylaws she/he shall execute such contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.Section 5: Duties of Secretary The Secretary shall:
Maintain the original and a valid copy of the Articles of Incorporation and these bylaws as amended or otherwise altered to date.
Keep a book of minutes of all meeting of the directors., recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws.
Keep a membership book containing the name and address of each and every Director or supporter. Where membership or support has terminated he/she shall record such and the date when that activity ceased.
Exhibit at any reasonable time to any Director of the corporation or to his/her agent or attorney, on request thereof, the Bylaws, the membership book and the minutes of the proceedings of the Directors of the corporation.
In general perform all duties incident to the office of Secretary and such other duties as may be required by The Articles of Incorporation or these bylaws or provisions of the California Nonprofit Public Benefit Corporation Law,or the Board of Directors.Section 6: Duties of Treasurer
Subject to these bylaws and the Amendment of the bylaws titled "Deposit Account Related Services" the Treasurer shall:
Have charge and custody of and be responsible for all funds and securities of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for monies due and payable to the corporation from any source what ever.
Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors.
Keep and maintain adequate and correct account of the organizations assets and business transactions including accounts of its assets, liabilities, receipts, disbursements, gains and losses
Exhibit at any reasonable time to any Director of the corporation or to his/her agent or attorney, on request thereof, the books of account and the financial records.
Render to the President and Directors, whenever requested and account of any or all of his/her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to pre prepared, and certify. or cause to be certified the financial statement 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 the Articles of Incorporation or these bylaws or provisions of the California Nonprofit Public Benefit Corporation Law. or the Board of Directors.Section 7: Compensation
The salaries of the officers if any shall be fixed from time to time by resolution of the Board of Directors and no officer shall be prevented from receiving this compensation by the fact that he or she may also be a Director of the corporation. Provided however that such compensation shall only be allowed if permitted under these bylaws. In all cases compensation of officers shall be reasonable and given in return for services actually rendered the corporation which relate to the performance of the charitable or public purposes of this corporation.
The Board of Directors shall not form committees with delegated powers.
The Board of Directors by resolution except where excluded by these bylaws may authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of the corporation. Unless so authorized no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or render it liable monetarily for any purpose or in any amount.Section 2: Checks and Notes
Except as otherwise specifically determined by the Board of Directors by resolution. All checks, drafts and other financial instruments must be signed by the Treasurer and counter signed by at least one other officer,Section 3: Deposits
All Funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.Section 4: Gifts
The Board of Directors and may accept on behalf of this corporation, any contribution, gift, bequest or devise for the public interest purpose of this corporation.
The corporation shall keep in the State of California the following which will be open to inspection by the Directors and members, if any, of the corporation at all reasonable times during office hours.
a) A book of minutes of all meeting of the Directors., recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
b) Adequate and correct books and records of account of the corporation's assets and business transactions including accounts of its assets, liabilities, receipts, disbursements, gains and losses
c) A membership book containing the name and address of each and every Director or supporter and the date when that activity ceased.
d) The original and a valid copy of the Articles of Incorporation and these bylaws as amended or otherwise altered to date.Section 2: Corporate Seal
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept with the records of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.Section 3: Annual Report
the Board shall cause an annual report toe furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all Directors of the corporation which shall contain the following information in appropriate detail:
a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
b) The principal changes in assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
d) The expenses or disbursements of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
e) Any information required by Section 4 of this article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.Section 4: Annual Statement of Specific Transactions to Members
This corporation shall mail or deliver to all directors a statement within one hundred and twenty (120) days after the close of the corporation's fiscal year, which shall contain the following information in appropriate detail:
a) Any transaction or indemnity which would trigger the reporting requirements pursuant to Section 5238(e) (2) of the California Nonprofit Public Benefit Corporation Law.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.
Subject to any provision of law applicable, these Bylaws or any of them may be altered amended or appealed and new Bylaws adopted as follows:
a) Subject to the approval of a 66% or greater majority of voting Directors of the Board of Directors.
If no members are admitted to the corporation, any amendment of the the Articles of Incorporation may be adopted by approval of the Board of DirectorsSection 2: Certain Amendments
Not withstanding the above Section of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation and of the names and addresses of the first Directors of this corporation or the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.
No Director, officer employee or other person connected with this corporation or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations or actions of this corporation, provided however that this provision does not prevent payment to any such person for reasonable compensation for services rendered in effecting any of its public or charitable purpose, provided such compensation is is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors.
No Director, officer, employee or other person or persons connected with this corporation shall be entitled to share in the distribution of the assets of the corporation on the dissolution of the corporation. All Board of Directors Directors and officers shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors will be expended in pursuit of the organization's purpose and as required by the Articles of Incorporation of this corporation and not otherwise.
Written Consent of Directors Adopting Bylaws.
We the undersigned are all of the persons named as the initial Directors of the Board of Directors of THE NEIGHBORHOOD LEAGUE. Pursuant to the authority granted to the Board of Directors by these Bylaws to take action by majority vote of 66% of Directors of the Board of Directors, have meet and consent to and hereby do adopt the foregoing Bylaws, consisting of these 5 pages and 1 amendments as the Bylaws of The Neighborhood.League.
The is to certify that the foregoing is a true and correct copy of the Bylaws of the Corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation on the date set forth above.