Silicon Valley Bicycle Exchange
ARTICLE 1 - OFFICES
SECTION 1. PRINCIPAL OFFICE
SECTION 2. OTHER OFFICES
ARTICLE 2 - PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
ARTICLE 3 - DIRECTORS
SECTION 1. NUMBER
SECTION 2. POWERS
SECTION 3. TERMS OF OFFICE
SECTION 4. COMPENSATION
SECTION 5. RESTRICTION REGARDING INTERESTED DIRECTORS
SECTION 6: TELEPHONE AND ELECTRONIC MEETINGS
SECTION 7. REGULAR AND ANNUAL MEETINGS
SECTION 8. SPECIAL MEETINGS
SECTION 9. NOTICE OF MEETINGS
SECTION 10. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
SECTION 11. QUORUM FOR MEETINGS
SECTION 12. MAJORITY ACTION AS BOARD ACTION
SECTION 13. ACTION BY UNANIMOUS WRITTEN/ELECTRONIC CONSENT WITHOUT MEETING
SECTION 14. ELECTIONS, TERMS, AND VACANCIES
SECTION 15. NONLIABILITY OF DIRECTORS
SECTION 16. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
SECTION 17. INSURANCE FOR CORPORATE AGENTS
ARTICLE 4 OFFICERS
SECTION 1. NUMBER OF OFFICERS
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
SECTION 3. SUBORDINATE OFFICERS
SECTION 4. REMOVAL AND RESIGNATION
SECTION 5. VACANCIES
SECTION 6. DUTIES OF PRESIDENT
SECTION 7. DUTIES OF SECRETARY
SECTION 8. DUTIES OF TREASURER
SECTION 9. COMPENSATION
ARTICLE 5 - COMMITTEES
SECTION 1. BOARD COMMITTEES
SECTION 2. OTHER COMMITTEES
ARTICLE 6 - EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
SECTION 2. CHECKS AND NOTES
SECTION 3. DEPOSITS
SECTION 4. GIFTS
ARTICLE 7 - CORPORATE RECORDS AND REPORTS
SECTION 1. DIRECTORS' INSPECTION RIGHTS
SECTION 2. RIGHT TO COPY AND MAKE EXTRACTS
SECTION 3. STATEMENT OF SPECIFIC TRANSACTIONS TO DIRECTORS
ARTICLE 8 - FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
ARTICLE 9 - CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES
SECTION 1. CONFLICT OF INTEREST POLICY
SECTION 2. COMPENSATION APPROVAL POLICIES
ARTICLE 10 - AMENDMENTS
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
The principal office of the corporation for the transaction of its business is located in Santa Clara County, California, or in such other place as may be specified by resolution of the Board.
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.
The Corporation has been organized for the purposes set forth in the Articles of Incorporation.
The corporation shall have not fewer than three (3) nor more than eleven (11) directors, with the exact number of authorized directors to be fixed by resolution of the Board from time to time.
Subject to the provisions of the California Nonprofit Public Benefit Corporation law, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.
Each director shall hold office until the next annual meeting for election of the board of directors as specified in these bylaws, and until his or her successor is elected and qualifies.
Directors shall serve without compensation; however, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties. Directors may not be compensated for rendering services to the corporation in any capacity unless such compensation is reasonable and is allowable under the provisions of Section 6 of this Article. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.
No more than forty-nine percent (49%) of the directors serving on the Board may be interested persons, as defined in Section 5227 of the Nonprofit Corporation Law. However, any violation of this shall not affect the validity or enforceability of any transaction entered into by the Corporation.
Any meeting may be held by conference telephone, electronic video screen, 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. The corporation shall ensure that all actions of, or votes by, the board are taken and cast only by directors.
Regular meetings of the Board shall be held at such dates, times, and places as determined by the Board. The Board may conduct any portion of the meeting in executive session. While in executive session, only board members and individuals invited by the Chair of the Board may be present.
An annual meeting of the Board shall be held each year on a date to be specified by the Board, and may coincide with one of the regular meetings
Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, or by any two directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.
Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon forty-eight (48) hours' notice delivered personally, by telephone, or by electronic communication using the director’s contact information on file. Notice sent by any of these means shall be deemed delivered upon successful voicemail or message delivery. All meeting notices shall include day, time, and place of the meeting.
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
A quorum shall consist of a minimum of three (3) or a simple majority directors whichever is greater. Except as otherwise provided in these bylaws or by law, no business shall be considered by the board at any meeting at which a quorum is not present. The directors at a duly held meeting at which a quorum is initially present may continue to transact business, despite the departure of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233), and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.
Any action that the Board is required or permitted to take may be taken without a meeting if all directors, individually or collectively, consent in writing or by accepted electronic means to the action; provided, however, that the consent of any “interested director” as defined in Section 5233 of the Nonprofit Corporation Law shall not be required for approval of that transaction. Such action by written/electronic consent shall have the same force and effect as a unanimous vote of the directors, and, pursuant to these Bylaws and Section 5513 of the Nonprofit Corporation Law, may be communicated by electronic transmission. All such consents shall be filed with the minutes of the proceedings of the Board.
Directors shall be elected by a majority of the Directors at the a designated Annual meeting to serve for two-year terms. A director shall hold office until a successor has been elected and qualified.
VACANCIES: A vacancy or vacancies on the Board shall exist in the event that the actual number of directors is less than the authorized number for any reason.
The board of directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.
REMOVAL: Directors may be removed without cause by a majority of the directors then in office.
RESIGNATION: Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. 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.
FILLING VACANCIES: Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these bylaws, or (3) a sole remaining director.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the board of directors or until his or her death, resignation, or removal from office.
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
To the extent that a person who is, or was, a director, officer, employee, or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative, or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue, or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred 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, judgments, 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.
The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) 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 the corporation shall be a president, a secretary, and a chief financial officer who shall be designated the treasurer. The corporation may also have, as determined by the board of directors, a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, or other officers. Any number of offices may be held by the same person except that neither the secretary nor the treasurer may serve as the president or chairperson of the board.
Any person may serve as an officer of this corporation. Officers shall be elected by the board of directors, at any time, and each officer shall hold office until he or she resigns, is removed, or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
The board of directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the board of directors.
Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
The president shall be the chief executive officer of the Corporation and shall supervise, direct, and control the Corporation’s activities and affairs. The Executive Director shall have such other powers and perform such other duties as the Board or these Bylaws may prescribe.
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 and of Board Committees and Advisory Committees. The minutes of meetings shall include, without limitation, the time and place that the meeting was held; whether the meeting was annual, regular, or special, and, if special, how authorized and the notice given; and the names of those present at Board and Board Committee meetings. The Secretary shall give or cause to be given notice of all meetings of the Board and of Board Committees as required by law or by these Bylaws. The Secretary shall keep or cause to be kept at the Corporation’s principal office, a copy of the Articles of Incorporation and Bylaws, as amended to date. The Secretary shall have such other powers and perform such other duties as the Board or these Bylaws prescribe.
The Treasurer shall be the chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account, including accounts of the Corporation’s properties and transactions. The Treasurer 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 Treasurer 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 or cause to be disbursed the Corporation’s funds as the Board may order; shall render to the Executive Director, Chair of the Board, and the Board, when requested, an account of all transactions as Treasurer and of the financial condition of the Corporation; and shall have such other powers and perform such other duties as the Board or these Bylaws may prescribe.
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 such salary by reason of the fact that he or she is also a director of the corporation, provided, however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article 3, Section 4, of these bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.
The Board may, by resolution of a majority of directors then in office, provided that a quorum is present, create one (1) or more committees (“Board Committees”), each consisting of two (2) or more directors, to serve at the pleasure of the Board. The Board shall create an audit committee if required by the California Nonprofit Integrity Act of 2004 (the “Nonprofit Integrity Act”). Except for an audit committee required by, and as may be permitted by, the Nonprofit Integrity Act, only directors may serve on any Board Committee. However, the Board Committee may invite individuals who are not members of the Board to participate in Board Committee meetings, provided these individuals will not have voting power and will not be held out as members of the Board Committee. Any such Board Committee, to the extent provided in the Board resolution, shall have all the authority of the Board, subject to the limitations specified in Section 5212 of the Nonprofit Corporation Law. Board committee meetings will be governed by the same rules as regular board meetings.
The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.
The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless 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 to render it liable monetarily for any purpose or in any amount.
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation.
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.
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.
Every director shall have the right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation.
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
This corporation shall notify the board of any transactions to or indemnifications of any directors or officers in accordance with the Conflict of Interest Avoidance Policy document.
The fiscal year of the corporation shall begin on January 1 and end on December 31 in each year.
The Board shall adopt a policy that requires directors, officers, and key employees to disclose interests that constitute or could result in a conflict of interest (the “Conflict of Interest Policy”). The Conflict of Interest Policy shall also specify, in accordance with Sections 5233 and 5234 of the Nonprofit Corporation Law, the steps that must be taken by the Board to approve a decision or transaction that involves an actual or apparent conflict of interest. The Board shall regularly and consistently monitor and enforce compliance with the Conflict of Interest Policy.
Before such time that the corporation provides compensation to staff or officers, the corporation shall create and maintain a Compensation Approval Policy document. This document shall be reviewed annually and updated as needed per applicable law and good practice.
Except as otherwise provided by law these Bylaws may be amended or repealed or new bylaws adopted by approval of the Board.
We, the undersigned, are all of the persons acting as the initial directors of Silicon Valley Bicycle Exchange, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing bylaws, consisting of 12 pages, as the bylaws of this corporation.
Dated: 22 May 2013
David Fork, Director
John P. Miller, Director
Gordon Hamachi, Director
This 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 below.
Dated: 22 May 2013
Gordon Hamachi, Secretary