The Love Story Media, Inc.
DBA The Love Story
DBA The Love Story Journal



Articles of Incorporation & Bylaws

Inspired by Alcoholics Anonymous
Prepared by Mingjie Zhai
MJ@TheLoveStory.org

Updated as of 1.15.19



©2018-2019
All Rights Reserved










Introduction

The Love Story Media, Inc. (the “Corporation”), DBA The Love Story,  DBA The Love Story Journal, is a California not-for-profit corporation that is committed to emotional wellness by transforming fear into love through mixed media journaling.

Why We Exist
Suicide is the second leading cause of death among young adults ages 25-34 and depression is the leading cause of suicide. Depression is a major symptom of heartbreak.

Our Mission
We believe that social isolation comes from depression, and depression comes from suppressed expression. Thus, we exist to shift the perception of what pain is–not as something to be ashamed, dismissed, or avoided, but as an opportunity to grow emotionally, spiritually, and creatively.

The non-profit exists as a Three Act Love Story Program, grounded upon 1 Corinthians 13, verse 12, that fuses journaling, journalism, and the hero’s journey, designed to break our hearts open so that we may inspire people dealing with adversities to choose creative expression as a means to transform our pain. Our Program is designed to shift the narrative in our scripts from:

“Nobody Understands Me”  into  “I Am Not Alone”
“There’s something wrong with me” into “Pain is a catalyst for self-realization”
“What’s the point of ____(pain, living, working, loving, etc.)?” into “The point is to discover who I truly am”

Through creative expression, we are able to co-create a love story through our adversities with God as defined in 1 Corinthians 13 in the Holy Bible.

Our Purpose
The Love Story stands to arc the hero’s character through the principles and mastery of love as defined in 1 Corinthians 13, verse 4-7 (1 Corinthians 13 in the Holy Bible KJV). By an intentional meditative study of Love defined in the 13 verses of 1 Corinthians 13, woven through a series of journaling, journalism, and creative writing workshops, our purpose is to inspire the broken hearted to transform pain into passion, choose creative expression over self-destruction, and journal our love loss into a love story.

Our Premise

The Production Playbook:
Connection, Catharsis, and Community

We are the
 journal-artists:

A Journal-Artist is someone who expresses pain, grief, and heartache through creative expression by fusing the three crafts of journaling, journalism, and the Hero’s Journey through in a three-act love story:
 
The Power of 13
is
Broken Down into a symphony of 13s

13 journal-artist producers

13 storyteller producers

13 showcase producers

Simultaneously harmonizing in pre-production, production, and the breaking open process
All designed to
Break the Producers’ Hearts Open:

The Producer’s Playbook: The Mystery of Love Revealing

The mystery of love is revealed through 1 Corinthians 13, Verse 12:

“For now we see a reflection, as in a mirror,

Then we shall see face to face,

For now I know in part, then I shall known fully, even as I am fully known.”

Act I: Reflections:
For now, we see a reflection, as in a mirror;
–1 Corinthians 13, verse 12 Part I
Through Artist-Inspired Journaling, we will discover our own hero’s ordinary world by journaling in the three voices (First person “id” voice, Second person “ego” voice,  and Third person “superego” voice) through the raw, intimate, and authentic shares of artists who have transformed their pain into creative expression. The journaling program layers the first and second journaling voices into the third person journaling voice, told in fiction, based on a true experience, where the journal-artist becomes the protagonist in the tragedy to divine comedy transformation of the personal story.

Act II: Face to Face
then we shall see face to face
–1 Corinthians 13, verse 12 Part II

The Storyteller Producers will pitch, produce, and publish an artists’ pain to passion journey into mixed media journal, also known as The Love Story Journals, inspiring others to transform pain into creative expression through artist-inspired journaling. The storyteller producer will be taken through a series of workshops that will teach the principles of production with the self-realization process through a series of milestones that reflect catharsis through the connection of kindred strangers.

This “face to face” program in the journey of connecting with a kindred artist, disciplining ourselves through compassionate listening during the interview(s) and filmmaking, and revealing ourselves through artist-inspired journaling inspired by the intimate interviews of the artists. Upon completion of this workshop, the Storyteller Producer has the option of joining the Producer's Collective, who become mentors for future The Love Story Producers.

Act III: As I Am Fully Known
Now I know in part, then I shall know fully, even as I am fully known.
–1 Corinthians 13, verse 12 Part III

The Love Story
Showcases
The Showcase Producer’s Program will show the Showcase Producer how to coordinate with the Storytellers by producing a local community showcase featuring the artist in the short documentary. We will show you how to gather indie and featured artists, partner with social cause organization and local businesses, and invite kindred strangers into the inclusive, diverse, and intimate space of creative self-expressions.

Most importantly, we will teach you how to break your own heart open by telling your own pain to passion journey and declare your pursuit through this platform. You are the host, the mirror, and the container of the showcase.


The Love Story Journals

The Love Story Journals are produced for, of, and by the broken hearted so that we may collectively break our hearts open.

The Love Story Journals will be tokenized into the crypto blockchain to ensure decentralization, transparency, and accountability to and for all Love Story Creatives who have contributed their time, talent, and finances into the design, development, and story contribution of The Love Story Journals.

The Love Story Journals are a critical part of our organization’s stand for suicide prevention and depression destigmatization —these unique, customized, and serialized journals provide an immersive and interactive experience where current journal-artists will inspire future journal-artists to transform pain into passion, self-destruction into self-expression, and fear into love.

As a Love Story Creative, we have a commitment to shift the narrative of another person's story from:

“I’m all alone” into “I’m discovering my narrative in another person’s story.”
“There’s something wrong with me” into “There is nothing wrong with me. I am an artist.”
“There’s no point anymore” into “There is a point”

The Love Story Journals will also act to pay it forward inside our Discover Your Narrative program as well as serve ngo partners, professional uses, colleges, and sold to bookstores and art galleries as a way to sustain our organization.

Our Passion
As journal-artists, we will relate to ourselves as courageous, compassionate and creative rather than patients who need to be “helped” or “fixed.” From this perspective, pain is a journey to empower us in becoming more expressive, connective, and compassionate.

This organization exists to bring out the authentic light within our members, manifesting vitality, strength, hope, compassion, and philanthropy.


Our Plan
Since college students are one of the highest young adults at risk for suicide and are at risk for being diagnosed with depression after a loss, our Love Story Journals will be distributed among college bookstores. Additionally, it will be distributed to digital and brick and mortar bookstores, gift shops, online subscriptions, private practices, schools, clinics and art galleries. The Love Story Journals will be tokenized for the Creative Collective and 10% of the proceeds will fund Love Story Scholarships to underserved communities.  

The Love Story will run online and live workshops as well as conferences on Journal-Artism. Love Story Creatives are invited to lead, interact, and contribute to their community through the live workshops, conferences, and online platform for the continuing education, growth, and expansion of different chapters globally.

To create a sustainable and scalable business model that provides production value and workshops in chapters across the world, we will be also fundraising through concerts, memberships, and organizational partnerships.

The Love Story Media serves as an “Creative Committee,” as hereinafter defined, for Love Story Creative groups and is organized pursuant to the principles of serving the members of LSC groups. The Love Story Media, the intergroup, exists to assist Love Story Creative groups in carrying out our common primary purpose: to inspire people to transform pain into passion, choose self-expression over self-destruction, and fear uno a love story through mixed media Journal-Artism. Through courage, compassion, and contribution, we stand together to co-create our love stories as love defined in the 13 verses in 1 Corinthians 13.


The Love Story Playbook

is designed to arch the hero’s character through the power of Love as defined in 1 Corinthians 13, Verse 12 (To be elaborated in the future).

Meeting Minutes

January 13, 2019

Article I
Name

The name of the Corporation is “The Love Story Media, Inc.” DBA “The Love Story”  (hereinafter referred to as the “Corporation,” the “Intergroup” and/or the “Creative Committee”). The foregoing name is also used by the Creative Office and various committees for doing business.

Doing business as “The Love Story” and “The Love Story Journal.”


Article II
Offices

Section 2.1  Principal Office

The principal office of the Corporation will be set by the Board based on Board Resolution. The Creative Committee may change the location of the Creative Office to meet the changing needs of the local fellowship.

Section 2.2  Other Offices

The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to transact business.


Article III
Purposes
Section 3.1 General Purpose
                
The Corporation is a not-for-profit corporation organized under and governed by the laws of the State of California. Its operations are guided by the California Not-for-Profit corporation law, these By-Laws and Operating Procedures and any other written policies as may be approved and adopted by the Creative Committee from time to time. The purposes of this Corporation serve both public and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended.

Section 3.2 Specific Purpose

        
Specifically, the Corporation will be standing for suicide prevention and for taking away the stigma of depression through multimedia storytelling. We will be providing production projects, online and live workshops, conferences, concerts, and publishing and distributing digital and print documentary journals to college bookstores, online and retail book, gift, and art institutions as well as distributing it through our member subscription platforms and partnership platforms. We will also have Love Story Creative chapters across all college campuses and cities across the United States where meetings will be established to discuss their journals entries and workshops will be established to exercise their creative expression.

Article IV:
Limitations

Section 4.1 Political Activities

The Corporation has been formed under California Nonprofit Corporation Law for the charitable purposes described in Article 3, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

Section 4.2 Prohibited Activities

The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article 3. The Corporation may not carry on any activity for the profit of its Officers, Directors or other persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in Article 3 shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.


Article V:
Dedication of Assets

Section 5.1 Property Dedicated to Nonprofit Purposes

The property of the Corporation is irrevocably dedicated to the arts that support mental health. No part of the net income or assets of the Corporation shall ever inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof.

Section 5.2 Distribution of Assets Upon Dissolution

Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for Arts for Mental Health purposes and which has established its tax exempt status under Section 501(c)(3) of the Code.

Article VI:
Memberships
Section 6.1 Members

        Classes of Members. The membership of the Organization shall be two classes of membership: Members of the Organization called The Love Story Creatives, and the Board of Directors members.

Section 6.2 Election of Members

Election of The Love Story Creatives. Every person interested in becoming a member of the Organization shall be:

1. An active member of The Love Story whose membership dues are current.

2. Someone who has contributed to The Love Story Journals and/or The Love Story Project.

3. Dedicate at least 3 hours a week in service and membership dues of this organization.
        

Section 6.3 Voting Rights

Members of the Organization. Members in good standing shall be entitled to vote on issues brought before the Organization by the Board of Directors for ratification. Such issues shall be decided by simple majority affirmations.

Members of the Board of Directors. Primary governance of the organization will rest with the Board of Directors, whose members shall have the right to vote on all issues before them. From time to time, for the purpose of unity and clarity, matters passed by the Board of Directors may, at the Board’s discretion be brought before the general membership for ratification. In such circumstances, a special organizational business meeting will be either called, by voice or written instrument, with a minimum notice of five business days.

Section 6.4 Non-Voting Members

The Board may adopt policies and procedures for the admission of associate members or other designated members who shall have no voting rights in the Corporation. Such associate or other members are not “members”.

Section  6.5 Termination of Membership

Any member of the Organization may terminate his/her own membership by filing a written resignation with the secretary. An Organization member that does not participate in at least three scheduled corporate activities in a consecutive three-month period will have his/her Membership terminated, excluding cases of illness, temporary relocation and any other exception approved by the Board of Directors.

Section 6.6 Reinstatement of Membership
        
        Any individual that has resigned and is requesting membership with the Organization may do so in writing. Those individuals who have had their membership terminated (voluntary or involuntary) may write a letter requesting to be reinstated to be approved by the Board of Directors.

Section 6.7 Transfer of Membership

        Membership in the Organization of the Organization is neither transferable nor assignable.

 Article VII:
Board of Directors

Section 7.1: Number

The authorized number of directors of the Corporation “Directors” shall be not less than 3 or more than 33; the exact authorized number to be fixed, within these limits, by resolution of the Board.

Section 7.2 Qualifications

The Board serves 4 primary purposes:

1. Primary Source of Funding

- Board members may directly contribute.

-Actively search for the organization with funding sources.

-Coordinate and manage fundraising campaigns.

2. Governance

-Determine the organization’s mission and purposes.
-It is the board’s responsibility to create and review a statement of mission and purposes that articulates the organization’s goals, means, and primary constituents

-Support and evaluate the chief executive.
The board should ensure that the chief executive has the moral and professional support he or she needs to further the goals of the organization (see

-Ensure effective planning.
Boards must participate actively in an overall planning process and assist in implementing and monitoring the plan’s goals.

-Monitor and strengthen programs and services.
The board must ensure that current and proposed programs and services are consistent with the organization’s mission and monitor their effectiveness

-Ensure adequate financial resources.
One of the board’s main responsibilities is to ensure that the organization has adequate financial resources to fulfill its mission.

-Protect assets and provide financial oversight.
The board must approve the annual budget and ensure that proper financial controls are in place.

3. Implementation

-Build a competent board
All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance

-Select the chief executive.
When the time has come to hire the first or the next chief executives, boards must reach consensus on the position responsibilities and undertake a careful search to find the most qualified person for the job.

-Ensure Legal and ethical integrity
All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance.

-Enhance the organization’s public standing.The board should clearly articulate to the public the organization’s mission, accomplishments, and goals and garner support from the community.

4. Uphold the Legal Integrity of the Organization

-Duty of Care: This refers to board members’ responsibility to participate actively in making decisions on behalf of the organization and to exercise their best judgment while doing so.

-Duty of Loyalty: When acting on behalf of the organization in a decision-making capacity, board members must set aside their own personal and professional interests. The organization’s needs come first.

-Duty of Obedience: Board members bear the legal responsibility of ensuring that the organization remains true to its mission and purpose by its compliance with all applicable federal and state laws.


Section 7.3 Board officers

        
Board officers provide conceptual leadership for the board and model its working culture—the tone and approach for its interactions. From a practical standpoint, officers coordinate board activities and are responsible for special assignments. If a nonprofit organization has an executive committee, typically its members are board officers and the chief executive. Here are the positions:

Chair.
        On most boards, this position requires the greatest time commitment. The chair manages the board and serves as the primary liaison between the board and the chief executive.

Vice Chair.
        This position provides additional leadership, substituting for the chair when that person is not available or leaves the position before the end of his or her term. Often, a board calls upon the vice chair to lead special projects, such as heading the governance committee or facilitating the chief executive’s annual review. Some boards elect more than one vice chair, with each one overseeing a particular aspect of the board’s duties.

Treasurer.
        The person elected to this position assumes the primary volunteer role in the organization’s financial oversight. The treasurer oversees financial operations, ensuring that incoming revenues and outgoing payments are handled and recorded appropriately. In a smaller organization, the treasurer may have the hands-on responsibility for writing checks, recording payments, and preparing financial reports. In a larger organization, the chief financial officer, controller, or accountant typically handles those duties. Under all circumstances, some segregation of duties is necessary.

Secretary.
        This position has the responsibility for ensuring that board-related documents—primarily board meeting minutes—are accurate and prepared in a timely manner. In a smaller organization, the secretary may take and distribute the minutes. In a larger organization, he or she will review minutes prepared by staff members before they are distributed to the board for approval. The board may also delegate related duties to the secretary, such as overseeing the implementation of a records-management system for the board. Some organizations combine the duties of secretary and treasurer into one position, especially when the staff essentially carries out the tasks specific to these positions. In fact, it’s not unusual for staff members to actually do the work related to the position of board secretary and, to some extent, treasurer. The appropriate board officer then has the responsibility of initially reviewing and approving the minutes. Once approved by the full board, the documents themselves are usually kept in the organization’s headquarters.

Chair-Elect.
        To ensure leadership continuity—and to acclimate the incoming chair to the responsibilities ahead, this person has already been designated as the successor to the current board chair, on the basis of the board’s policies and election processes. He or she is often given specific tasks, such as chairing the strategic planning task force, and may have the responsibility of presiding at a board meeting in the chair’s absence.

Once people have become board members, ongoing education about their roles and responsibilities will strengthen the connection to the organization.

Section 7.4: Board Member Recruitment Guideline
        
1. Election of the Board of Directors. Every person interested in becoming a member of the Board of Directors shall provide support in all three functions:
        
        A. Governance: when the full board meets to make high-level decisions related to the organization’s mission. The board, acting as a unified group rather than as separate individuals, sets the direction and then uses its authority to steer the organization on the appropriate course.

        B. Implementation: when he or she is granted specific authority to act on the full board’s behalf—typically, when a board delegates a task, such as helping to select the firm to conduct the next financial audit or directing the search for a new chief executive. In most organizations, the board looks to the staff to implement its decisions. The same standard applies to tasks the board delegates to one of its members. When wearing their implementation hats, board members act as staff members would: they fulfill the task according to the board’s directions.

        C. Volunteer: always worn when board members serve as organizational volunteers—when they assist with operational details such as stuffing envelopes, writing articles, setting up and promoting events, raising funds, and so forth. When wearing this hat, they may be accountable to the chief executive, a staff member, or another volunteer. During these volunteer hours, board members must not try to take charge or run the program simply because they are board members.

2. Outline basic responsibilities of a board member, expectations related to each of the three hats—governance, implementation, and volunteer that a board member wears.

3. There will be clearly defined and expected weekly hours, financial contribution, committee membership expectations, and evaluation criteria.

4. Board will have a “Dream Team” profile, describing minimums and maximums that will reflect the constituents we serve and to ensure the diversity to our board.

5. There will be a qualifications criteria for recruiting new board members.
6. Adopt a plan to identify and nurture prospects: all board members should be encouraged to participate in the ongoing process of identifying future leaders.

7. A rigorous nomination process is required.

8. A board orientation is required and includes keeping good board members informed, involved, and motivated, beginning with a comprehensive orientation for new board members.


Section 7.5 The Collective Governance
        
The collective governance responsibilities of the grassroots board of an all-volunteer organization are as follows:
        Ensure adequate financial resources, provide financial oversight, and safeguard assets.
        Ensure compliance with federal, state, and local laws.
        Set strategic direction and plan for the future.
        Ensure accountability to members, constituents, and the public.
        Seek outside expertise when the board’s expertise isn’t enough.
        Recruit and develop new board members.

The board’s individual leadership and management responsibilities include the following:

Do the organization’s work by planning and staffing programs and activities. Raise funds to support the organization’s work.
Do the organization’s work by planning and staffing programs and activities. Raise funds to support the organization’s work.
Support and supervise other volunteers in a variety of jobs.
Be ambassadors for the organization in the community or, for an all-volunteer chapter, within the larger organization.

The boards of start-up organizations mirror the boards of all-volunteer organizations in that they, too, take on both governance and management responsibilities. But not every all-volunteer organization needs to make the transition to hiring paid staff.

Section 7.6  Corporate Powers Exercised by Board

Subject to the provisions of the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), California Nonprofit Corporation Law and any other applicable laws, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of Directors (the “Board”). The Board may delegate the management of the activities of the Corporation to any person or persons, management company or committee however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 7.7  Removal of Directors

Any violation of these preceding policies will be grounds for removal on the board.

A director shall not:

(a) engage in any activity that is directly contrary to the interests of the                         Corporation; or

(b) engage in the misrepresentation of the Corporation and its policies to outside third parties, either willfully, or on a repeated basis; or

(c) be disruptive or unprofessional during 1 or more board meetings or exhibit behavior that is deemed to be detrimental to the function of the board meeting; or

(d) violate any other qualification or requirement for board service that has been adopted by resolution of the Board of Directors prior to the commencement of that director’s term of office, if that director was notified of such qualification or requirement at the commencement of his or her term of office.


Section 7.8 Terms; Election of Successors

At the first annual meeting, the Directors shall be divided into 3 approximately equal groups and designated by the Board to serve up to three terms. The term of office of each Director shall be 3 years. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which he or she was elected and until the election and qualification of a successor, or until that Director’s earlier resignation or removal in accordance with these Bylaws and California Nonprofit Corporation Law.

Section 7.9 Vacancies
        
        7.9.1 Events Causing Vacancy

A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) whenever the number of authorized Directors is increased; or (iii) the failure of the Board, at any meeting at which any Director or Directors are to be elected, to elect the full authorized number of Directors.

        7.9.2 Board Removal

The Board may by resolution declare vacant the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony, or found by final order or judgment of any court to have breached a duty under California Nonprofit Corporation Law.

The Board may by resolution declare vacant the office of a director who fails to attend 2 consecutive Board Meetings during any calendar year.

The Board may, by a majority vote of the Directors who meet all of the required qualifications to be a Director set forth in Section 7.2, declare vacant the office of any Director who fails or ceases to meet any required qualification that was in effect at the beginning of that Director’s current term of office.

Directors may be removed without cause by a majority of Directors then in office.

7.9.3 No Removal on Reduction of Number of Directors

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires unless the reduction also provides for the removal of that specified Director in accordance with these Bylaws and California Nonprofit Corporation Law.

7.9.4 Resignations

Except as provided in this Section 7.6.4, any Director may resign by giving written notice to the Chairperson, the President, the Secretary, or the Board. Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) the time specified in the written notice that the resignation is to become effective. 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 California Attorney General (the “Attorney General”).

7.9.5. Election to Fill Vacancies

If there is a vacancy on the Board, including a vacancy created by the removal of a Director, the Board may fill such vacancy by electing an additional director as soon as practicable after the vacancy occurs. If the number of Directors then in office is less than a quorum, additional directors may be elected to fill such vacancies by (i) the unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors in office at a meeting held according to notice or waivers complying with section 5211 of the California Nonprofit Corporation Law, or (iii) a sole remaining Director.

7.9.6 Regular Meetings

Each year, the Board shall hold at least one meeting, at a time and place fixed by the Board, for the purposes of election of Directors, appointment of Officers, review and approval of the corporate budget and transaction of other business. This meeting is sometimes referred to in these Bylaws as the “annual meeting.” Other regular meetings of the Board may be held at such time and place as the Board may fix from time to time by resolution.

7.9.7 Special Meetings

Special meetings of the Board for any purpose may be called at any time by the Chairperson, or the President, or the Vice President (if any), or the Secretary, or any two Directors.

7.9.8 Notice of Meetings
        Format of meetings shall be given as such:        
        date: mm/dd/yyyy

Notice of  {nth.} meeting of The Love Story Media nonprofit organization
According to section X of the bylaws of the organization, the board of directors hereby gives notice of the annual general meeting of The Love Story Media, Inc. which will take place on Tuesday 16 April 20XX at 4.30 p.m. at {venue of the meeting}
Board members of the Organization are invited to participate.

Agenda for the meeting:
1) Report on the activities of the organization in the past year.
2) Presentation of the audited annual report for approval.
3)  Appointment of new directors
Appendix to the notice
1) List of retiring directors (being eligible for reelection)
2) Copy of the draft annual report
3) Profile of directors proposed to be elected

7.9.9 Manner of Giving

Except when the time and place of a regular meeting is set by the Board by resolution in advance (as permitted by Section 7.5), notice of the time and place of all regular and special meetings shall be given to each Director by one of the following methods:

(a) Personal delivery of oral or written notice;

(b) First-class mail, postage paid;

(c) Telephone, including a voice messaging system or other system or technology designed to record and communicate messages; or

(d) Facsimile, electronic mail (“e-mail”) or other means of electronic transmission if the recipient has consented to accept notices in this manner.

All such notices shall be given or sent to the Director’s address, phone number, facsimile number or e-mail address as shown on the records of the Corporation. Any oral notice given personally or by telephone may be communicated directly to the Director or to a person who would reasonably be expected to promptly communicate such notice to the Director. Notice of regular meetings may be given in the form of a calendar or schedule that sets forth the date, time and place of more than one regular meeting.

7.9.9.1   Time Requirements

Notices sent by first-class mail shall be deposited into a United States mail box at least four days before the time set for the meeting. Notices given by personal delivery, telephone, voice messaging system or other system or technology designed to record and communicate messages, facsimile, e-mail or other electronic transmission shall be delivered at least 48 hours before the time set for the meeting.

7.9.9.2 Notice Contents

The notice shall state the time and place for the meeting, except that if the meeting is scheduled to be held at the principal office of the Corporation, the notice shall be valid even if no place is specified. The notice need not specify the purpose of the meeting unless required to elsewhere in these Bylaws.

7.9.9.3 Place of Board Meetings

Regular and special meetings of the Board may be held at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or, if there is no notice, designated by resolution of the Board. If the place of a regular or special meeting is not designated in the notice or fixed by a resolution of the Board, it shall be held at the principal office of the Corporation.

7.9.9.4 Meetings by Telephone or Similar Communication Equipment

Any meeting may be held by conference telephone or other communications equipment permitted by California Nonprofit Corporation Law, as long as all Directors participating in the meeting can communicate with one another and all other requirements of California Nonprofit Corporation Law are satisfied. All such Directors shall be deemed to be present in person at such meeting.

 7.10    Quorum and Action of the Board

7.10.1 Quorum

A majority of Directors then in office (but no fewer than two Directors or one-fifth of the authorized number in, whichever is greater) shall constitute a quorum for the transaction of business, except to adjourn as provided.

7.10.2 Minimum Vote Requirements for Valid Board Action

Every act taken or decision made by a vote of the majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, unless a greater number is expressly required by California Nonprofit Corporation Law, the Articles of Incorporation or these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting.

7.10.3 When a Greater Vote Is Required for Valid Board Action

The following actions shall require a vote by a majority of all Directors then in office in order to be effective:

(a) Approval of contracts or transactions in which a Director has a direct or indirect material financial interest as described in (provided that the vote of any interested Director(s) is not counted);

(b) Creation of, and appointment to, Committees (but not advisory committees) as described in Section;

(c) Removal of a Director without cause as described in Section ; and

(d) Indemnification of Directors as described in Article 11.

7.11    Waiver of Notice

The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (i) a quorum is present, and (ii) either before or after the meeting, each of the Directors who is not present at the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent does not need to specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Also, notice of a meeting is not required to be given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. Directors can protest the lack of notice only by presenting a written protest to the Secretary either in person, by first-class mail addressed to the Secretary at the principal office of the Corporation as contained on the records of the Corporation as of the date of the protest, or by facsimile addressed to the facsimile number of the Corporation as contained on the records of the Corporation as of the date of the protest.

7.12    Adjournment

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

7.12.1 Notice of Adjournment


Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the 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.

7.12.2 Conduct of Meetings

Meetings of the Board shall be presided over by the Chairperson, or, if there is no Chairperson or the Chairperson is absent, the President or, if the President and Chairperson are both absent, by the Vice President (if any) or, in the absence of each of these persons, by a chairperson of the meeting, chosen by a majority of the Directors present at the meeting. The Secretary shall act as secretary of all meetings of the Board, provided that, if the Secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by rules of procedure as may be determined by the Board from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles, or with any provisions of law applicable to the Corporation.

7.12.3  Action Without Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to the action. For the purposes of this Section 7.14 only, “all members of the Board” shall not include any “interested Director” as defined in section 5233 of the California Nonprofit Corporation Law. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

7.13    Fees and Compensation of Directors

The Board of Directors serve so on a voluntary basis, and as such, cannot be paid to be members of the board.

Also, Directors may not be compensated for rendering services to the Corporation in a capacity other than as Directors, unless such compensation is reasonable and further provided that not more than 49% of the persons serving as Directors may be “interested persons” which, for purposes of this Section 7.15 only, means:

(a) any person currently being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full or part-time Officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

7.14     Non-Liability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section : Required Rotation
Everyone to be off the board for at least one year after three two-year terms.






Article VIII
Committees

Section 8.1 Committees
        
Committees are formulated for different purposes. Its function is to serve the board rather than to speak for the board. These are the three main standing committees and the purposes of its formulation:

        A. Finance Committee- to help the board fulfill its fiscal responsibilities. Members of this committee typically review budgets prepared by the staff, ensure that financial reports prepared by the staff are accurate and timely, make policy recommendations to the board, and provide other board members with explanations and insights into the organization’s financial situation.

        B. Governance Committee- to handle overall board development. Its responsibilities typically include determining the priorities for board composition, identifying and recruiting potential board candidates, organizing orientation for new board members, organizing ongoing education for the entire board, and overseeing board evaluation activities. The governance committee takes the lead in cultivating potential board members. But it can’t do this important job alone.

        C. Audit Committee- Over see the organization’s regular outside financial audits. This committee’s primary responsibility is to select and work with the independent, outside auditor who annually reviews the organization’s financial systems and reports.

Beyond these three, other committees can come and go as organizational needs dictate. Board-appointed committees should deal with policies and strategies.

        A. Executive Committee: Unlike other standing committees, the executive committee speaks to the board as well as for the board. It speaks to the board whenever the board gives this committee responsibility over an aspect of governance, such as reviewing the bylaws, reexamining the mission statement, or evaluating the organization’s goals. The committee would meet to deliberate on these issues and recommend changes to the board.

The executive committee speaks for the board when the board gives the committee authority to act on its behalf. This small group typically consists of the board chair and officers. Tradition should not dictate whether your organization has an executive committee. Whether your board has always—or never—had one, the following principles apply: It should not be a complete surrogate for the board. The full board should affirm the committee’s decisions. The executive committee is recommended if the organization is in the midst of a major restructuring or experiencing a crisis, and allows for timely board decisions, and might require frequent board decisions on short notice, when its not practical to convene the entire board. An executive committee can easily meet in person or via a telephone conference call. The Board Chair almost always chairs the executive committee. If the chief executive is an ex officio nonvoting member of the board, then he or she should also be an ex officio nonvoting member of the executive committee. To keep the board informed, minutes of an executive committee meeting should be prepared and distributed to all board members within a week or two. At its next meeting, the full board should confirm the committee’s decisions.

        B. Limitations of the Executive Committee: The executive committee may not amend the bylaws, hire or terminate the chief executive, elect or terminate board members, purchase or sell property, or dissolve the organization. Notices and minutes of executive committee meetings must be provided to all board members. All actions of the executive committee are subject to later review by the board.

        C. Investment Committee: for investment portfolio to set priorities and monitor the investment manager’s performance.

        D. Development Committee: by providing guidance, members of this committee support the staff’s efforts to attract financial support through various initiatives and events. They have the responsibility of ensuring that all board members are involved in the organization’s fundraising efforts.

        E. Membership committee. In particular, trade associations and professional societies may form a special committee to help recruit and retain dues-paying members and identify the best ways to serve them.

        F. Search Committee- the board chair appoints and issues the charge to a search committee for a new chief executive, should the need arise.

        With the exception of a finance committee and a governance committee, there should be a very limited amount of standing committees.
        We will use short-term committees for current, future, and ad-hoc task forces to address special needs that may arise.
        An advisory council may be formed to provide specific expertise to the board.
        All board membership is based on a volunteer basis with the exception of the chief executive as an ex officio nonvoting member.
        The chief executive is the sole agent of the board where board business flows through the chief executive from board to staff and staff to board.

Section 8.2 Committees of Directors

The Board may, by resolution adopted by a majority of the Directors then in office, create one or more Board Committees (“Committees”), including a Creative Committee, each consisting of two or more Directors, to serve at the discretion of the Board. Any Committee, to the extent provided in the resolution of the Board, may be given the authority of the Board except that no Committee may:

(a) approve any action for which the California Nonprofit Corporation Law also requires approval of the members or approval of a majority of all members;

(b) fill vacancies on the Board or in any Committee which has the authority of the Board;

(c) fix compensation of the Directors for serving on the Board or on any Committee;

(d) amend or repeal Bylaws or adopt new Bylaws;

(e) amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;

(f) appoint any other Committees or the members of these Committees;

(g) expend corporate funds to support a nominee for Director after more persons have been nominated than can be elected; or

(h) approve any transaction (i) between the Corporation and one or more of its Directors or (ii) between the Corporation and any entity in which one or more of its Directors have a material financial interest.

Section 8.3 Meetings and Action of Board Committees

Meetings and action of Committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 concerning meetings of Directors, with such changes in the context of Article 7 as are necessary to substitute the Committee and its members for the Board and its members, except that the time for regular meetings of Committees may be determined by resolution of the Board, and special meetings of Committees may also be called by resolution of the Board. Minutes shall be kept of each meeting of any Committee and shall be filed with the corporate records. The Committee shall report to the Board from time to time as the Board may require. The Board may adopt rules for the governance of any Committee not inconsistent with the provisions by these Bylaws. In the absence of rules adopted by the Board, the Committee may adopt such rules.
                
Section 8.4 Quorum Rules for Board Committees

A majority of the Committee members shall constitute a quorum for the transaction of Committee business, except to adjourn. A majority of the Committee members present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Every act taken or decision made by a majority of the Committee members present at a meeting duly held at which a quorum is present shall be regarded as an act of the Committee, subject to the provisions of the California Nonprofit Corporation Law relating to actions that require a majority vote of the entire Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Committee members, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 8.5 Revocation of Delegated Authority

The Board may, at any time, revoke or modify any or all of the authority that the Board has delegated to a Committee, increase or decrease (but not below two) the number of members of a Committee, and fill vacancies in a Committee from the members of the Board.

Section 8.6 Nonprofit Integrity Act/Audit Committee

In any fiscal year in which the Corporation receives or accrues gross revenues of two million dollars or more (excluding grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received), the Board shall (i) prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant (“CPA”) in conformity with generally accepted auditing standards; (ii) make the audit available to the Attorney General and to the public on the same basis that the Internal Revenue Service Form 990 is required to be made available; and (iii) appoint an Audit Committee.

The Audit Committee shall not include paid or unpaid staff or employees of the Corporation, including, if staff members or employees, the President or chief executive officer or the Treasurer or chief financial officer (if any). If there is a finance committee, members of the finance committee shall constitute less than 50% of the membership of the Audit Committee and the chairperson of the Audit Committee shall not be a member of the finance committee. Subject to the supervision of the Board, the Audit Committee shall:

(a) make recommendations to the Board on the hiring and firing of the CPA;

(b) confer with the CPA to satisfy Audit Committee members that the financial affairs of the Corporation are in order;

(c) approve non-audit services by the CPA and ensure such services conform to standards in the Yellow Book issued by the United States Comptroller General; and

(d) if requested by the Board, negotiate the CPA’s compensation on behalf of the Board.

Section 8.7 Advisory Committees
The Board may create one or more advisory committees to serve at the pleasure of the Board. Appointments to such advisory committees need not, but may, be Directors. The Board shall appoint and discharge advisory committee members. All actions and recommendations of an advisory committee shall require ratification by the Board before being given effect.

Section 8.8 Advisory Councils

A. Function

The function of advisory councils is to provide advice and support. In general, advisory councils offer specialized expertise not available on the board or staff. They can also serve as bridges between the organization and its community. Advisory councils should help the organization achieve its mission, even if it may never need to convene as a group. Its role is to bring new contacts, networks, along with possible financial contributions. This may also serve as entry for new leaders. The chief executive serves as liaison between advisory councils and board members.
        These are some, but not limited, roles advisory councils serve to fulfill:
         Council of Financial experts: advise on its endowment investment policies.
         Council of Board Alumni: benefit from continued engagement of its supporters.
         Council of Capital Campaigns: contributions focused.
         Council of Program Advisors: advise on educational workshops.
         Council of Publishing Advisors: advise on documentary journals
        
B. Guidelines

Both the board and the staff should have the authority to create them, but one group or person should not impose an advisory mechanism on another. The board has the prerogative to set parameters for advisory groups, such as approving their budgets. The board itself may decide to name one or more formal advisory groups, particularly to help them link to a larger, more diverse constituency.

To avoid confusion, any advisory group shall not be misconstrued as “board”  members.
Clear written description of each advisory council’s purposes and accountability is provided for each board.
There will be clear terms of service, with renewable terms.
Each advisory board will have its own chair.
The chief executive should select or personally plan for staff assistance.
There will be a sizable budget for any in-person expenses for the council members who attend.


The board chair should revisit with the chief executive all of their respective roles and responsibilities to clarify who handles what


Section 8.9 The Creative Committee

8.9.1  Creative Committee Purpose
The Corporation serves as the “Creative Committee” of the Love Story Creative groups in the Area. The Creative Committee shall act as a creative service, communication and educational entity for all LSC groups in the Area.

8.9.2 Structure and Participation

     A. Membership/Representatives

The Creative Committee shall consist of Representatives of Area L.S.C. groups who choose to participate in the affairs and the proceedings of the Creative Committee by electing, appointing, or allowing a volunteer from the group to serve as the Central Committee representative of that group. Any L.S.C. group in the Area which is not affiliated with any other Creative Committee or Steering Committee may participate in the affairs and proceedings of this Creative Committee by electing, appointing or authorizing a volunteer to serve as the Creative Committee representative (“Representative”) of that group. In addition, a group may elective, appoint or authorize a volunteer to serve as an alternate Creative Committee Representative (“Alternate”) of that group. The Individual groups shall determine the qualifications and the procedures by which a Representative and an Alternate are elected, appointed, or authorized to represent a group.

   B. Voting
        
Each group through its authorized Representative or Alternate shall have one vote on any issue before the Creative Committee. While an individual may serve as a Representative or an Alternate for more than one group, that individual shall nevertheless have only one vote on any issue before the Creative Committee, regardless of the number of groups he or shee may represent.

   C. Withdrawal

Any L.S.C. group that participates in the Creative Committee may withdraw its active participation in the Creative Committee by a group conscience decision. If, after withdrawal, any L.S.C. group again desires to participate in the Central Committee, the group may do so by group conscious decision.

   D. Services

Any L.S.C. group in the Area may avail itself of the services offered by and through the Creative Office regardless whether it is an active or inactive Member of the Central Committee.

    E. By-Laws

The Executive Secretary shall give every Creative Committee Representative and Alternate that registers with the Central Committee a copy of the most current By-Laws. If these By-Laws should be amended, the Executive Secretary shall provide each registered Creative Committee Representative and Alternate a complete copy of the amendment or a revised version of the By-Laws containing the amendment(s).

Article IX
Officers

Section 9.1 Officers

The officers of the Corporation (“Officers”) shall be either a Executive Director or a Chairperson, or both, a Secretary, and a Treasurer or chief financial officer, or both. Other than the Chairperson, these persons may, but need not be, selected from among the Directors. The Board shall have the power to designate additional Officers, including a Vice President, who also need not be Directors, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section 9.6.6. Any number of offices may be held by the same person, except that the Secretary, the Treasurer and the chief financial officer (if any) may not serve concurrently as either the Executive Director or the Chairperson.

Section 9.2 Election of Officers

The Officers, except those appointed in accordance with Section 9.6.6, shall
be elected by the Board at the annual meeting of the Corporation for a term of three years, and each shall serve at the discretion of the Board until his or her successor shall be elected, or his or her earlier resignation or removal. Officers may be elected for 3 consecutive terms.

Section 9.3 Removal of Officers

Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, (i) by the Board, at any regular or special meeting of the Board, or at the annual meeting of the Corporation, or (ii) by an Officer on whom such power of removal may be conferred by the Board.

Section 9.4 Resignation of Officers

Any Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any of the Corporation under any contract to which the Officer is a party.

Section 9.5 Vacancies in Offices

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 that such vacancies shall be filled as they occur and not on an annual basis. In the event of a vacancy in any office other than the President or one appointed in accordance with Section 9.6.6, such vacancy shall be filled temporarily by appointment by the President, or if none, by the Chairperson, and the appointee shall remain in office for 60 days, or until the next regular meeting of the Board, whichever comes first. Thereafter, the position can be filled only by action of the Board.

Section 9.6 Responsibilities of Officers

9.6.1 Chairperson of the Board

The chairperson of the Board (the “Chairperson”), if any, shall be a Director and shall preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or prescribed by these Bylaws. If the Board designates both a Chairperson and a President, the Board shall, by resolution, establish the specific duties carried by each position.

Section 9.7 Role of Board Chair
        
        1. Preside at Board Meetings: the chair must be able to manage group process and should take precedence over selecting a chair who is personally popular, has a close relationship with the chief executive, has been on the board the longest, or has made a sizable financial contribution.  
        
        2. Initiate or Facilitate conversation: motivate board members to engage more deeply with the organization, bring calm to a tense situation, and exert control over a discussion that has ranged far afield. Doing so requires an awareness of group dynamics and a specific skills set.

        3. Coauthor board agendas: Well in advance of a meeting, the board chair and chief executive should discuss what should be on the agenda, how much time to give to key items, whether guests should be invited to make presentations, how long staff reports should take (reports should be included in the consent agenda), and whether to have an executive session without staff members present.

        4. Appoint and assist committees: Whether the bylaws give appointment authority to the full board or to the chair, the board chair should have considerable influence in committee assignments. This responsibility requires knowing the interests and availability of all board members. It also calls for fairness and balance in matching personalities to group tasks. Consultation is always required, but the board chair is the one who understands the strengths and weaknesses of the other board members and the chief executive. He or she should be most aware of the broad picture.

        5. The board chair serves as an ex officio member of all committees.

        6. The board chairs should invest orientation time up front with at least the committee chair, if not with each committee. Everyone benefits from knowing the board chair’s expectations, the time frame for decisions, and the committee’s authority to call on staff for help.

        7. Appoint a search committee: One special responsibility of the board chair is to appoint and issue the charge to a search committee for a new chief executive. Although not all chairs will have to face this task, they should understand this key role if the need arises.

        8. Manage group development: The full board makes some decisions—such as board size, term of service, and committee structure—and codifies them in the bylaws or policies. But the board chair often initiates recommendations to change board policy. This includes when to call special meetings, when to refer an issue to the committee, or how to handle an inactive board member.

        9. Maintain organizational integrity: The board chair has a legal mandate from the state in which the organization is founded to assume overall responsibility for the board and to ensure that the mission is respected. An arm’s-length relationship to daily operations is necessary to fulfill this role objectively as the organization’s legal and moral authority. Most organizations can survive temporary crises, but few can survive the loss of public trust. The board chair’s internal watch is critical because few board members take the time, or exercise the courage, to tackle such issues as executive compensation, allowable expenses, and truthfulness in fundraising appeals.

        10. Forge a link with the major stakeholders: One task of a board member is to stay in touch with the organization’s major constituencies.

        11. Support the chief executive: The board chair needs to keep an ear to the ground, sound out individual board members, and then gently encourage the chief executive in the direction of positive board relationships. Chief executives need encouragement as well as feedback on their performance. They appreciate affirmation from the board chair, along with kind notes, quick calls to check in, or offers to do something together. These seemingly small actions build the foundation of a relationship that will withstand inevitable times of tension.

9.7.1 Chair

The president of the Corporation (the “President”) shall, if there is no Chairperson, or in the Chairperson’s absence, preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or prescribed by these Bylaws. If no other person is designated as the chief executive, the President shall, in addition, be the chief executive and shall have the powers and duties prescribed in Section 9.7.

9.7.2 Vice Chair

The vice president of the Corporation (the “Vice President”) shall, in the absence or disability of the President, perform all the duties of the President and, when so acting, have all the powers of and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as may be prescribed by the Board.

9.7.3 Secretary

The secretary of the Corporation (the “Secretary”) shall attend to the following:

9.7.3.1 Bylaws

The Secretary shall certify and keep or cause to be kept at the principal office of the Corporation the original or a copy of these Bylaws as amended to date.

9.7.3.2 Minute Book

The Secretary shall keep or cause to be kept a minute book as described in Section 12.1.

9.6.3.3 Notices

The Secretary shall give, or cause to be given, notice of all meetings of the Board in accordance with these Bylaws.

9.6.3.4 Corporate Records

Upon request, the Secretary shall exhibit or cause to be exhibited at all reasonable times to any Director, or to his or her agent or attorney, these Bylaws and the minute book.

9.6.3.5 Corporate Seal and Other Duties

The Secretary shall keep or cause to be kept the seal of the Corporation, if any, in safe custody, and shall have such other powers and perform such other duties incident to the office of Secretary as may be prescribed by the Board or these Bylaws.

9.7.4 Treasurer

The treasurer of the Corporation (the “Treasurer”) shall attend to the following:

9.7.4.1 Books of Account

The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times.

9.7.4.2 Financial Reports

The Treasurer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

9.7.4.3 Deposit and Disbursement of Money and Valuables

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 may be designated by the Board; shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board; shall render, or cause to be rendered to the President and Directors, whenever they request it, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation; and shall have other powers and perform such other duties incident to the office of Treasurer as may be prescribed by the Board or these Bylaws.

9.7.4.4 Bond

If required by the Board, the Treasurer 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 his office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office.

9.7.5 Additional Officers

The Board may empower the Chairperson, President, or chief executive, to appoint or remove such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine.

Section 9.8 Chief Executive

Subject to such supervisory powers as may be given by the Board to the Chairperson or President, the Board may hire a chief executive who shall be the general manager of the Corporation, and subject to the control of the Board, shall supervise, direct and control the Corporation's day-to-day activities, business and affairs. The chief executive (who may be referred to as the “chief executive officer” or “executive director” shall be empowered to hire, supervise and fire all of the employees of the Corporation, under such terms and having such job responsibilities as the chief executive shall determine in his or her sole discretion, subject to the rights, if any, of the employee under any contract of employment. The chief executive may delegate his or her responsibilities and powers subject to the control of the Board. He or she shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Additionally, the Board may, by resolution, appoint the chief executive as an Officer.

Section 9.9 Compensation of Officers

9.9.1 Salaries Fixed by Board

The salaries of Officers, if any, shall be fixed from time to time by resolution of the Board or by the person or Committee to whom the Board has delegated this function, and no Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director, provided, however, that such compensation paid to a Director for serving as an Officer shall only be allowed if permitted under the provisions of Section 7.15. In all cases, any salaries received by Officers shall be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the public benefit purposes of the Corporation. No salaried Officer serving as a Director shall be permitted to vote on his or her own compensation as an Officer.

9.9.2 Fairness of Compensation

The Board shall periodically review the fairness of compensation, including benefits, paid to every person, regardless of title, with powers, duties, or responsibilities comparable to the president, chief executive officer, treasurer, or chief financial officer (i) once such person is hired, (ii) upon any extension or renewal of such person’s term of employment, and (iii) when such person’s compensation is modified (unless all employees are subject to the same general modification of compensation).

Article X
Transactions Between Corporation and Directors or Officers
        
Section 10.1 Transactions with Directors and Officers 

10.1.1 Interested Party Transactions

Except as described in Section 10.1.1, the Corporation shall not be a party to any transaction:
(a) in which one or more of its Directors or Officers has a material financial interest, or

(b) with any corporation, firm, association, or other entity in which one or more Directors or Officers has a material financial interest.

Section 10.1.2 Requirements to Authorize Interested Party Transactions

(a) The Corporation shall not be a party to any transaction described in 10.1.2 unless:

the Corporation enters into the transaction for its own benefit;

(b) the transaction is fair and reasonable to the Corporation at the time the transaction is entered into;

(c) prior to consummating the transaction or any part thereof, the Board authorizes or approves the transaction in good faith, by a vote of a majority of Directors then in office (without counting the vote of the interested Directors), and with knowledge of the material facts concerning the transaction and the interested Director’s or Officer’s financial interest in the transaction;

(d) prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and

(e) the minutes of the Board meeting at which such action was taken reflect that the Board considered and made the findings described in paragraphs (a) through (d) of this

10.1.3 Material Financial Interest


A Director or Officer shall not be deemed to have a “material financial interest” in a transaction:

(a) that fixes the compensation of a Director as a Director or Officer;

(b) if the contract or transaction is part of a public or charitable program of the Corporation and it (1) is approved or authorized by the Corporation in good faith and without unjustified favoritism, and (2) results in a benefit to one or more Directors or their families only because they are in the class of persons intended to be benefited by the program; or

(c) where the interested Director has no actual knowledge of the transaction and it does not exceed the lesser of one percent of the gross receipts of the corporation for the preceding year or $100,000.


Section 10.2 Loans to Directors and Officers

The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, unless approved by the Attorney General; except that, however, the Corporation may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of duties of such Director or Officer, if in the absence of such advance, such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation.
The limitation above does not apply if (i) the loan is necessary, in the judgment of the Board, to provide financing for the purchase of the principal residence of an Officer in order to secure the services of (or continued services of) the Officer and the loan is secured by real property located in California; or (ii) the loan is for the payment of premiums on a life insurance policy on the life of a Director or Officer and repayment to the Corporation of the amount paid by it is secured by the proceeds of the policy and its cash surrender value.

Section 10.3 Interlocking Directorates

No contract or other transaction between the Corporation and any corporation, firm or association of which one or more Directors are directors is either void or voidable because such Director(s) are present at the Board or Committee meeting that authorizes, approves or ratifies the contract or transaction, if (i) the material facts as to the transaction and as to such Director’s other directorship are fully disclosed or known to the Board or Committee, and the Board or Committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the common Director(s) (subject to the quorum provisions of Article 7); or if (ii) the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved or ratified.


Article XI
Indemnification of Directors, Officers, Employees and Agents

Section 11.1 Definitions

For purpose of this Article 11,

11.1.1 “Agent”

means any person who is or was a Director, Officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Corporation or of another enterprise at the request of the predecessor corporation;

11.1.2 “Proceeding”

means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and

11.1.3 “Expenses”

includes, without limitation, all attorneys’ fees, costs, and any other expenses reasonably incurred in the defense of any claims or proceedings against an Agent by reason of his or her position or relationship as Agent and all attorneys’ fees, costs, and other expenses reasonably incurred in establishing a right to indemnification under this Article 11.

Section 11.2 Applicability of Indemnification Provisions

11.2.1 Successful Defense by Agent

To the extent that an Agent has been successful on the merits in the defense of any proceeding referred to in this Article 11, or in the defense of any claim, issue, or matter therein, the Agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection with the claim.

11.2.2 Settlement or Unsuccessful Defense by Agent

If an Agent either settles any proceeding referred to in this Article 11, or any claim, issue, or matter therein, or sustains a judgment rendered against him, then the provisions of Section 11.3 through Section 11.6 shall determine whether the Agent is entitled to indemnification.

Section 11.3 Actions Brought by Persons Other than the Corporation

This Section 11.3 applies to any proceeding other than an action “by or on behalf of the corporation” as defined in Section 11.4. Such proceedings that are not brought by or on behalf of the Corporation are referred to in this Section 11.3 as “Third Party proceedings.”

11.3.1 Scope of Indemnification in Third Party Proceedings

Subject to the required findings to be made pursuant to Section 11.3.2, the Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any Third Party proceeding, by reason of the fact that such person is or was an Agent, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

11.3.2 Required Standard of Conduct for Indemnification in Third Party Proceedings

Any indemnification granted to an Agent in Section 11.3.1 above is conditioned on the following. The Board must determine, in the manner provided in Section 11.5, that the Agent seeking reimbursement acted in good faith, in a manner he or she reasonably believed to be in the best interest of the Corporation, and, in the case of a criminal proceeding, he or she must have had no reasonable cause to believe that his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner he or she reasonably believed to be in the best interest of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 11.4 Action Brought By or On Behalf Of the Corporation


This Section 11.4 applies to any proceeding brought (i) by or in the right of the Corporation, or (ii) by an Officer, Director or person granted relator status by the Attorney General, or by the Attorney General, on the ground that the defendant Director was or is engaging in self-dealing within the meaning of section 5233 of the California Nonprofit Corporation Law, or (iii) by the Attorney General or person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust (any such proceeding is referred to in these Bylaws as a proceeding “by or on behalf of the Corporation”).

11.4.1 Scope of Indemnification in Proceeding By or On Behalf Of the Corporation

Subject to the required findings to be made pursuant to Section 11.4.2, and except as provided in Sections 11.4.3 and 11.4.4, the Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding by or on behalf of the Corporation, by reason of the fact that such person is or was an Agent, for all expenses actually and reasonably incurred in connection with the defense or settlement of such action.

11.4.2 Required Standard of Conduct for Indemnification in Proceeding By or On Behalf Of the Corporation


Any indemnification granted to an Agent in Section 11.4.1 is conditioned on the following. The Board must determine, in the manner provided in Section 11.5, that the Agent seeking reimbursement acted in good faith, in a manner he or she believed to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

11.4.3 Claims Settled Out of Court

If any Agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of the Corporation, with or without court approval, the Agent shall receive no indemnification for amounts paid pursuant to the terms of the settlement or other disposition. Also, in cases settled or otherwise disposed of without court approval, the Agent shall receive no indemnification for expenses reasonably incurred in defending against the proceeding, unless the proceeding is settled with the approval of the Attorney General.

11.4.4 Claims and Suits Awarded Against Agent

If any Agent is adjudged to be liable to the Corporation in the performance of the Agent’s duty to the Corporation, the Agent shall receive no indemnification for amounts paid pursuant to the judgment, and any indemnification of such Agent under Section 11.4.1 for expenses actually and reasonably incurred in connection with the defense of that action shall be made only if both of the following conditions are met:

(a) The determination of good faith conduct required by Section 11.4.2 must be made in the manner provided for in Section 11.5; and

(b) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the Agent is fairly and reasonably entitled to indemnity for the expenses incurred. If the Agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

Section 11.5 Determination of Agent’s Good Faith Conduct


The indemnification granted to an Agent in Section 11.3 and Section 11.4 is conditioned on the findings required by those Sections being made by:

(a) the Board by a majority vote of a quorum consisting of Directors who are not parties to the proceeding; or

(b) the court in which the proceeding is or was pending. Such determination may be made on application brought by the Corporation or the Agent or the attorney or other person

Section 11.6 Limitations

No indemnification or advance shall be made under this Article 11, except as provided in Section 11.2.1 or Section 11.5(b), in any circumstances when it appears:

(a) that the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, as amended, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) that the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 11.7 Advance of Expenses

Expenses incurred in defending any proceeding may be advanced by the Corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it is determined ultimately that the Agent is entitled to be indemnified as authorized in this Article 11.

Section 11.8 Contractual Rights of Non-Directors and Non-Officers

Nothing contained in this Article 11 shall affect any right to indemnification to which persons other than Directors and Officers of the Corporation, or any of its subsidiaries, may be entitled by contract or otherwise.

Section 11.9 Insurance  

The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent, as defined in this Article 11, against any liability asserted against or incurred by any 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 the liability under the provisions of this Article 11.

Article XII
CORPORATE RECORDS, REPORTS, and SEAL

Section 12.1 Minute Book

The Corporation shall keep a minute book in written form which shall contain a record of all actions by the Board or any committee including (i) the time, date and place of each meeting; (ii) whether a meeting is regular or special and, if special, how called; (iii) the manner of giving notice of each meeting and a copy thereof; (iv) the names of those present at each meeting of the Board or any Committee thereof; (v) the minutes of all meetings; (vi) any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; (vii) all written consents for action without a meeting; (viii) all protests concerning lack of notice; and (ix) formal dissents from Board actions.

Section 12.2 Books and Records of Account

The Corporation shall keep adequate and correct books and records of account. “Correct books and records” includes, but is not necessarily limited to: accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses.

Section 12.3 Articles of Incorporation and Bylaws

The Corporation shall keep at its principal office, the original or a copy of the Articles of Incorporation and Bylaws as amended to date.

Section 12.4 Maintenance and Inspection of Federal Tax Exemption Application and
Annual Information Returns


The Corporation shall at all times keep at its principal office a copy of its federal tax exemption application and, for three years from their date of filing, its annual information returns. These documents shall be open to public inspection and copying to the extent required by the Code.

Section 12.5 Annual Report; Statement of Certain Transactions

The Board shall cause an annual report to be sent to each Director within 120 days after the close of the Corporation’s fiscal year containing the following information:

(a) The assets and liabilities of the Corporation as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for this fiscal year;

(d) The expenses or disbursements of the Corporation for both general and restricted purposes during the fiscal year

(e) The statement shall include: (i) a brief description of the transaction; (ii) the names of interested persons involved; (iii) their relationship to the Corporation; (iv) the nature of their interest in the transaction, and; (v) when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

(f) A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any Officer or Director under Article 10 or Article 11.

Section 12.6 Directors’ Rights of Inspection

Every Director shall have the absolute right at any reasonable time to inspect the books, records, documents of every kind, and physical properties of the Corporation and each of its 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.


Article XIII
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 13.1 Directors’ Rights of Inspection

Every Director shall have the absolute right at any reasonable time to inspect the books, records, documents of every kind, and physical properties of the Corporation and each of its 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.

Section 13.2 Corporate Seal

The corporate seal, if any, shall be in such form as may be approved from time to time by the Board. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.


Section 13.3 Execution of Instruments

The Board, 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 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 to render it liable monetarily for any purpose or in any amount.

Section 13.4 Checks and Notes

Except as otherwise specifically determined by resolution of the Board, 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.


Section 13.5 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 may select.

Section 13.6 Gifts

The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of the Corporation.

Article XIV
CONSTRUCTIONS AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions of California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the Corporation and a natural person. All references to statutes, regulations and laws shall include any future statutes, regulations and laws that replace those referenced.

Article XV
AMENDMENTS

Section 15.1 Amendment by Directors

The Board may adopt, amend or repeal bylaws. Such power is subject to the following limitations:

(a) Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number.

(b) No amendment may extend the term of a Director beyond that for which such Director was elected.

(c) If bylaws are adopted, amended or repealed at a meeting of the Board, such action is authorized only at a duly called and held meeting for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefor, is given in accordance with these Bylaws, unless such notice is waived in accordance with these Bylaws.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of The Love Story and The Love Story Media, Inc., a California nonprofit public benefit and charity corporation; that these Bylaws, consisting of 50 pages, are the Bylaws of this Corporation as adopted by the Board of Directors on June 4, 2015 and updated April 27, 2018 by Mingjie Zhai, Chairwoman; and that these Bylaws have not been amended or modified since this date.

Executed on April 27, 2018 at Santa Monica, California.



Wade Chao
Secretary