Bylaws
Board of Professors (Specified as the Board of Directors in all documents filed with the state.)
BYLAWS OF THE AMERICAN JUDO AND JUJITSU
FEDERATION OF THE
UNITED STATES OF AMERICA
A California Nonprofit Public Benefit Corporation
One: NAME
The name of the corporation if the AMERICAN JUDO AND JUJITSU FEDERATION OF THE UNITED STATES OF AMERICA.
Two: OFFICE
A. The principal office for the transaction of the activities and affairs of the corporation (principal office) is located at 459 Greenwood Drive, Santa Clara, California 95054, Santa Clara County, California. The board of directors (the board) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these bylaws opposite this section, or this Section may be amended to state the new location.
B. The board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.
Three: PURPOSE
A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable and education purposes.
B. This corporation is organized exclusively for charitable, religious, scientific, literary, and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage the in any activities or exercise any powers that are not in furtherance of the purposes of this corporation and the corporation shall not carry on any other not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) Section 170 (c) (2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.
The above paragraph has some apparent typographical errors.
This edition has been copied directly from the original, as printed.
C. Within the context of the general purposes stated above, this corporation shall provide educational opportunities for all individuals seeking the same.
Four: MEMBERS
This corporation shall have no members.
Five: MANAGEMENT
Subject to the provision and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised by or under the direction of the board.
A. The board of Directors shall be elected only from the Board of Professors of the Corporation.
Six: POWERS OF DIRECTORS
A. Without prejudice to the general powers set forth in Section Five of these Bylaws, but subject to the same limitations, the Professors shall have the power to:
(1) Appoint and remove, at the pleasure of the board, all the corporation's officers, agents, and employees; prescribe powers and duties for them that are consistent with the law, with the articles of incorporation, and with these bylaws; and fix their compensation and require from them security for faithful performance of their duties.
(2) Change the principal office or principal business office in California from one location to another; cause the corporation to be qualified to conduct it's (sic) activities in any other state, territory, dependency, or country and conduct its activities within or outside California; and designate any place within or outside California for holding any meeting of members.
(3) Adopt and use a corporate seal; prescribe the forms of membership certificates; and alter the forms of the seal and certificates.
(4) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
Seven: NUMBER OF BOARD MEMBERS
The board of directors shall consist of at least 45 percent of the Board of Professors but no more than the number of Professors until changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.
Eight: INTERESTED DIRECTORS
No more than 49 percent of the persons serving on the board may be interested persons.
An interested person is: (a) any person 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 compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, mother-in-law, or father-in-law of such person.
However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Nine: ELECTION OF BOARD MEMBERS
A. Directors shall be elected at each annual meeting of the Association, to hold office until the next annual meeting; however, if any such directors are not elected at the annual meeting, they may be elected at any special Association meeting held for that purpose or by written ballot. Each such director, including a director elected to fill a vacancy or elected at a special Association meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
B. The original directors shall be appointed from the Board of Professors by the existing Board of Professors.
Ten: TERM OF OFFICE AND VACANCY
A. Each such director shall hold office for one year and until a successor has been designated and qualified.
B. A vacancy or vacancies on the board shall exist on the occurrence of the following: (a) the death or resignation of any director; (b) the declaration by resolution of the board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment or any court to have breached a duty under Article 3 or Chapter 2 or the California Nonprofit Public Benefit Corporation Law; provided, however, that a director who was designated as a director, rather than elected by members, may be removed by the person or persons who designated that director, and may not be removed without the written consent of that person or persons; or (c) the increase of the authorized number of directors.
C. Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of California, no director may resign if the corporation would be left without a duly elected director or directors.
D. Except for a vacancy created by the removal of a director by the members, vacancies on the board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director. The members may fill any vacancy or vacancies not filled by the directors.
E. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
Eleven: BOARD MEETINGS
A. Meetings of the board shall be held at any place within or outside California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.
B. Any meeting may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.
C. Immediately after each annual meeting of members, the board shall hold a regular meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting is not required.
D. Other regular meetings of the board may be held without notice at such time and place as the board may fix from time to time.
E. Special meetings of the board for any purpose may called at any time by the chairman of the board, if any, the president or any vice president, or the secretary or any two directors.
Twelve: NOTICE
A. Notice of the time and place of special meetings shall be given to each director by any of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; or (d) by telegram, charges prepaid.
All such notices shall be given or sent to the director's address or telephone number as shown on the records of the corporation.
B. Notices sent by first-class mail shall be deposited in the United States Mails at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
C. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the corporation. It need not specify the purpose of the meeting.
Thirteen: QUORUM
A majority of the authorized number of directors shall constitute a quorum of the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of appointments to committees of the board, and (d) indemnification of directors.
A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Fourteen: WAIVER OF NOTICE OF BOARD MEETING
Notice of a meeting need not be given to any director who, either before or after a meeting, signs a waiver of notice, a written consent to the holding of the meeting or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack or notice to him or her.
Fifteen: ADJOURNMENT
A. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
B. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
Sixteen: ACTION WITHOUT A MEETING
Any action that the board is required or permitted to take may be taken without a meeting if all members of the board consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Section 5233 of the California Corporations Code shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.
Seventeen: COMPENSATION AND REIMBURSEMENT
Directors and members of committees may NOT receive compensation, for their services as directors or officers, but they may receive reimbursement of expenses, as the board may determine by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted.
Eighteen: COMMITTEES
A. The board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the board. Appointments to committees of the board shall be by majority
vote of the directors then in office. The board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the board resolution, shall have all the authority of the board, except that no committee, regardless of board resolution may:
(1) Take any final action on any matter that, under the California Nonprofit Public Benefit Corporation Law, also requires approval of the members or approval of a majority of all members;
(2) Fill vacancies on the board or on any committee that has the authority of the board;
(3) Fix compensation of the employees for serving the Association;
(4) Amend or repeal bylaws or adopt new bylaws;
(5) Amend or repeal any resolution of the board that by it's (sic) express terms is not so amenable or repealable.
(6) Create any other committees of the board or appoint the members of committees of the board;
(7) Expend corporate funds to support a nominee for director after more people have been nominated for director than can be elected;
or
(8) Approve any contract or transaction to which the corporation is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in Section 5233 (d)(3) of the California Corporations Code.
Nineteen: ACTIONS OF COMMITTEES
Meetings and actions of committees of the board shall be governed by, held, and taken in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling special meetings of such committees may be determined either by board resolution or, if there is none, by resolution of the committee of the board. Minutes of each meeting of any committee of the board shall be kept and shall be filed with the corporate records. The board may adopt rules for the government of any committee, provided they are consistent with these bylaws or, in the absence of rules adopted by the board, the committee may adopt such rules.
Twenty: BOARD AND ADVISORY COMMITTEES
A. The bylaws may establish particular committees, e.g., an executive committee, audit committee, nominating committee, compensation committee, and finance committee. The board cannot, however, delegate the powers listed in Corporate Code Section 5212 (a) (1) - (8) to any committee.
B. If any committee is to have any nondirector committee members, it is not a "committee of the board", and it should be clearly labeled an "advisory committee". Unless the bylaws provide otherwise, the board may delegate management of the corporation's activities to an advisory committee (Corporation Code 5210, 5212) to the same extent that those powers could be delegated to anyone under Corporation Code 5210. If the committee does not exercise the authority of the board, then paragraph Eighteen and Nineteen need not apply to it.
Twenty-one: OFFICERS
The officers of the corporation shall be a president, a secretary, and chief financial officer. The corporation may also have, at the board's discretion, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with Section 7(c) of these bylaws. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial offer may serve concurrently as either the president of the chairman of the board.
Twenty-two: ELECTION OF OFFICERS
The officers of the corporation, except those appointed under paragraph Twenty-three of these bylaws, shall be chosen annually by the board and shall serve at the pleasure of the board, subject to the rights, if any, of any officer under any contract of employment.
Twenty-three: OTHER OFFICERS
The board may appoint and may authorize the chairman of the board, the president, or other officer, to appoint any other officers that the corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined by the board.
Twenty-four: REMOVAL OF OFFICERS
Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause by the board and also, if the officer was not chosen by the board, by any officer on whom the board may confer that power of removal.
Twenty-five: RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Twenty-six: VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office, provided, however, that vacancies need not be filled on an annual basis.
Twenty-seven: RESPONSIBILITIES
A. Chairman of the Board. If a chairman of the board is elected, he or she shall preside at meetings of the board and shall exercise and perform such other powers and duties as the board may assign from time to time. If there is no president, the chairman of the board shall also be the chief executive officer and shall have the powers and duties of the president of the corporation prescribed by these bylaws.
B. President. Subject to such supervisory powers as the board may give to the chairman of the board, if any, and subject to the control of the board, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation's activities, affairs, and officers. The president shall preside at all members' meetings and, in the absence of the chairman of the board, or if there is none, at all board meetings. The president shall have other powers and duties as the board or the bylaws may prescribe.
C. Vice Presidents. If the president is absent or disabled, the vice presidents, if any, in order of their rank as fixed by the board, or, if not ranked, a vice president designated by the board, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
D. Secretary.
1. Book of Minutes. The secretary shall keep or cause to be kept, at the corporation's principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board, of committees of the board, and of members' meetings. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual, regular, or special, how authorized, the notice given, the names of those present at board and committee meetings, and the number of members present or represented at members' meetings. The secretary shall keep or cause to be kept, at the principal office in California, a copy of the articles of incorporation and by laws as amended to date.
2. Notices, Seal, and Other Duties. The secretary shall give, or cause to be given, notice of all meetings of members, of the board and of committees of the board required by these bylaws to be given. The secretary shall keep the corporate seal in safe custody and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
E. Chief Financial Officer.
1. Books of Account. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation's properties and transactions. The chief financial officer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these bylaws, or by the board. The books of account shall be open to inspection by any director at all reasonable times.
2. Deposit and Disbursement of Money and Valuables. The chief financial officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate, shall disburse the corporation's funds as the board may order, shall render to the president, chairman of the board, if any, and the board, when requested, an account of all transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
3. Bond. If required by the board, the chief financial officer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the corporation of all if it's (sic) books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office.
Twenty-eight: INDEMNIFICATION
A. Right of Indemnity. To the fullest extent permitted by law, this corporation shall indemnify it's (sic) directors, officers, employees, and other persons described in Section 5238 9a) of the California Corporations Code, including 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 and 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 5238 9a) of the California Corporations Code.
B. Approval of Indemnity. On written request to the board by any person seeking indemnification under Section 523 (b) or Section 5238 (c) of the California Corporations Code, the board shall promptly determine under Section 5238 (e) or the California Corporations Code whether the applicable standard of conduct set forth in Section 5238 (b) or Section 5238 (c) has been met and, if so, the board shall authorize the indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238 9e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238 (b) or Section 5238 (c) has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
C. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under Section * of these bylaws in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
Twenty-nine: INSURANCE
The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of it's (sic) officers, directors, employees, and other agents, against any liability 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.
Thirty: RECORDS AND REPORTS
A. The corporation shall keep:
(1) Adequate and correct books and records of account;
(2) Written minutes of the proceedings of it's (sic) members, board, and committees of the board.
B. Every director shall have the absolute right at any reasonable time to inspect the corporation's books, records, documents of every kind, physical properties, and the records of each of it's (sic) subsidiaries. The inspection may be made in person or by the director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
Thirty-one: ANNUAL REPORT
A. The board shall cause an annual report to be sent to the directors within 120 days after the end of the corporation's fiscal year. That report shall contain the following information, in appropriate detail, for the fiscal year:
(1) The assets and liabilities, including the trust funds, of the corporation as of the end or the fiscal year.
(2) The principal changes in assets and liabilities, including trust funds.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes.
(4) The expenses or disbursements of the corporation for both general and restricted purposes.
B. The annual report shall be accompanied by any report on it of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation's books and records.
C. This requirement of an annual report shall not apply if the corporation receives less that $25,000.00 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any member who requests it in writing.
Thirty-two: CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term "person" includes both a legal entity and a natural person.
Thirty-three: AMENDMENT
A. The board may adopt, amend, or repeal bylaws unless the action would materially and adversely affect the members' rights as to voting or transfer. The board may not extend the term of a director beyond that for which the director was elected.
B. If any provision of the bylaws requires the vote of a larger proportion of the board than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of the AMERICAN JUDO AND JUJITSU FEDERATION OF THE UNITED STATES OF AMERICA, a California nonprofit public benefit corporation, that the above bylaws, consisting of 11 pages*, are the bylaws of this corporation as adopted by the board of directors on, and that they have been amended or modified since that date.
Executed on: Jan. 22, 1991 at __________________, California
Secretary
(This re-typed copy contains all material form the original, excluding signature and dates.)