THE STOCKTON-DELTA AMATEUR RADIO ORGANIZATION,
California Public Benefit Corporation
1. PRINCIPAL OFFICE
principal office of the corporation for the transaction of its business is
located in San Joaquin County, California, at such location as may be decided,
or changed, by majority vote of the board of directors, and announced to the
members of the corporation at the next meeting of members, and in any
publication to members, or to the general public, that that the corporation may
corporation may also have offices at such other places, within or without the
State of California,
where it is qualified to do business, as its business may require and as the
board of directors may, from time to time, designate.
1. OBJECTIVES AND PURPOSES
1. The primary
objectives and purposes of this corporation shall be: To operate a
public-benefit nonprofit corporation for educational, public service, and scientific purposes as follows:
(a) To educate and increase the proficiency of its
members in the science of radio communications.
(b) To provide for dissemination of information among its members concerning
scientific advancement and progress in the field of radio communication.
(c) To organize and train units of licensed radio amateurs capable of
maintaining radio communications as a public service during periods of
(d) To encourage and sponsor experimental activities in radio
communications and electronics, to the end that skills and experience gained in
amateur radio will further the application of electronics to the benefit of the
public at large.
(e) To promote the elevation of standards of practice and ethics in the
conduct of amateur radio communications.
To assist in carrying out these primary purposes, this corporation
maintains, and intends to continue to maintain, an active affiliation with The
American Radio Relay League, Inc., the national nonprofit organization of radio
(f) To provide a radio amateur repeater communications
infrastructure in San Joaquin and surrounding
counties, that supports the above purposes whenever needed.
2. The general purposes and powers are to have and exercise all rights
and powers conferred on a public benefit, nonprofit corporations under the laws
of California, including the power to contract, rent, buy, or sell personal or
real property, provided, however, that this corporation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that are
not in furtherance of the primary purposes of this corporation.
3. No substantial
part of the activities of this corporation shall consist of carrying on propaganda,
or otherwise attempting to influence legislation, and the corporation shall not
participate or intervene in any political campaign (including the publishing or
distribution on behalf of any candidate for public office).
shall have six (6) directors, and collectively they shall be known as the Board
of Directors. The Board of Directors shall consist of the officers of the
corporation, and one additional director which shall be known as the Member at
Large. The number of directors may be
changed by amendment of this bylaw, or by repeal of this bylaw and adoption of
a new bylaw, as provided in these Bylaws. No one person may hold the position of two
or more directors, except the offices of secretary and treasurer, which may be
combined as one officer. In such case,
that person shall be entitled to only one vote in actions that may come before
the board of directors for a vote.
All directors of
this corporation shall be members of the corporation eligible to vote and in
good standing at the time of their nomination and possess a current, valid and
renewable amateur radio operator’s license recognized or issued by the Federal
Communications Commission. Directors must continue to have these attributes
for the entire term of his or her service as director.
to the provisions of the California Nonprofit Public Benefit Corporation law
and any limitations in the articles of incorporation and bylaws relating to
action required or permitted to be taken or approved by the members, if any, of
this corporation, the activities and affairs of this corporation shall be
conducted and all corporate powers shall be exercised by or under the direction
of the board of directors.
shall be the duty of the directors to:
(a) Perform any and all duties imposed on them
collectively or individually by law, by the articles of incorporation of this
corporation, or by these bylaws;
(b) Appoint and remove, employ and discharge,
and, except as otherwise provided in these bylaws, prescribe the duties and fix
the compensation, if any, of all officers, agents, and employees of the
(c) Supervise all officers, agents, and employees
of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by
(e) Register their addresses with the secretary
of the corporation and notices of meetings mailed or telegraphed to them at
such addresses shall be valid notices thereof.
4. TERMS OF OFFICE
Each director shall
hold office for a term of one (1) year until the next annual meeting for
election of the Board of Directors as specified in these Bylaws, and/or until
his or her successor is elected and qualifies. No board member may serve more
than three (3) consecutive terms. except for the Call Sign Trustee who shall serve until he or
she resigns, or is removed by the Board of Directors.
serve without compensation. They shall be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their regular duties
as specified in Section 3 of this article.
6. RESTRICTION REGARDING INTERESTED DIRECTORS
any other provision of these bylaws, not more than forty-nine percent (49%) of
the persons serving on the board may be interested persons. For purposes of
this Section, "interested persons" means either:
(a) Any person currently being compensated by the
corporation for services rendered it within the previous twelve (12) months,
whether as a full- or part-time 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. PLACE OF MEETINGS
shall be held at the principal office of the corporation unless otherwise
provided by the board or at such place within the State of California which has been designated from
time to time by resolution of the board of directors. In the absence of such
designation, any meeting not held at the principal office of the corporation
shall be valid only if held on the written consent of all directors given
either before or after the meeting and filed with the secretary of the
corporation or after all board members have been given written notice of the
meeting as hereinafter provided for special meetings of the board.
meeting, regular or special, may be held by conference telephone, electronic
video screen communication, or other communications equipment. Participation in
a meeting through use of conference telephone constitutes presence in person at
that meeting so long as all directors participating in the meeting are able to
hear one another. Participation in a meeting through use of electronic video
screen communication or other communications equipment (other than conference
telephone) constitutes presence in person at that meeting if all of the
a) Each director participating in
the meeting can communicate with all of the other directors concurrently;
b) Each director is provided the
means of participating in all matters before the board, including, without
limitation, the capacity to propose, or to interpose an objection to, a
specific action to be taken by the corporation; and
c) The corporation adopts and
implements some means of verifying 1) that all persons participating in the
meeting are directors of the corporation or are otherwise entitled to
participate in the meeting, and 2) that all actions of, or votes by, the board
are taken and cast only by directors and not by persons who are not directors.
8. REGULAR AND ANNUAL MEETINGS
Regular meetings of directors shall be held on the second Thursday of
each month, immediately before the regular meeting of members, unless an alternate day and time is designated
by the president with the approval of the majority of the Board. If
a majority of the Board agrees in writing (including via e-mail) that there is
nothing to be addressed at this meeting, the Board may decide not to hold the
9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by any two
directors, and such meetings shall be held at the place, within the San Joaquin County,
in the State of California,
designated by the persons calling the meetings, and in the absence of such
designation, at the principal office of the corporation
10. NOTICE OF MEETINGS
Regular meetings of
the board may be held without notice. Special meetings of the board shall be
held upon at least 48 hours notice by either first-class mail, electronic mail,
or by telephone call with personal audio contact (i.e. not via a message left
on an answering machine, or with a spouse or other resident of the home). Such notices shall be addressed to each
director at his or her physical and/or e-mail address as shown on the books of
11. CONTENTS OF NOTICE
Notice of meetings
not herein dispensed with shall specify the place, day, and hour of the
meeting. The purpose of any special board meeting shall be specified in the
notice, and only the subjects specified in that notice may be acted upon in the
special meeting, unless all boars members are present at the meeting, and
assent to addressing such other subjects.
12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
transactions of any meeting of the board, however called and noticed or
wherever held, are as valid as though the meeting had been duly held after
proper call and notice, provided a quorum, as hereinafter defined, is present
and provided that either before or after the meeting each director not present
signs a waiver of notice, a consent to holding the meeting, or an approval of
the minutes thereof. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
13. QUORUM FOR MEETINGS
The transactions of
any meeting of the board, however called and noticed or wherever held, are as
valid as though the meeting had been duly held after proper call and notice,
provided a quorum, as hereinafter defined, is present at the meeting, and
provided that either before or after the meeting each director not present
signs a waiver of notice, a consent to holding the meeting, or an approval of
the minutes thereof. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
a meeting is adjourned for lack of a quorum, it shall not be necessary to give
any notice of the time and place of the adjourned meeting or of the business to
be transacted at such meeting, other than by announcement at the meeting at
which the adjournment is taken, except as provided in Section 10 of this
directors present at a duly called and held meeting at which a quorum is
initially present may continue to do business notwithstanding the loss of a
quorum at the meeting due to a withdrawal of directors from the meeting,
provided that any action thereafter taken must be approved by at least a
majority of the required quorum for such meeting or such greater percentage as
may be required by law, or the articles of incorporation or bylaws of this
quorum for a meeting of the board of directors shall consist of four (4) of the
14. MAJORITY ACTION AS BOARD ACTION
act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the board of
directors, unless the articles of incorporation or bylaws of this corporation,
or provisions of the California Nonprofit Public Benefit Corporation Law, particularly
those provisions relating to appointment of committees (Section 5212), approval
of contracts or transactions in which a director has a material financial
interest (Section 5233), and indemnification of directors (Section 5238e),
require a greater percentage or different voting rules for approval of a matter
by the board.
15. CONDUCT OF MEETINGS
Meetings of the
Board of Directors shall be presided over by the president of the corporation
or, in his or her absence, by the vice president of the corporation or, in the
absence of each of these persons, by a chairperson chosen by a majority of the
directors present at the meeting. The secretary of the corporation shall act as
secretary of all meetings of the board, provided that, in his or her absence,
the presiding officer shall appoint another person to act as secretary of the
Meetings shall be
governed by Roberts’ Rules of Order, as such rules may be revised from time to
time, insofar as such rules are not inconsistent with or in conflict with these
Bylaws, with the Articles of Incorporation of this corporation, or with
provisions of law.
16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
action required or permitted to be taken by the board of directors under any
provision of law may be taken without a meeting, if all members of the board
shall individually or collectively consent in writing to such action. For the
purposes of this Section only, "all members of the board" shall not
include any "interested director" as defined in Section 5233 of the
California Nonprofit Public Benefit Corporation Law. Such written consent or
consents shall be filed with the minutes of the proceedings of the board. Such
action by written consent shall have the same force and effect as the unanimous
vote of the directors. Any certificate or other document filed under any
provision of law which relates to action so taken shall state that the action
was taken by unanimous written consent of the board of directors without a
meeting and that the bylaws of this corporation authorize the directors to so
act, and such statement shall be prima facie evidence of such authority.
Vacancies on the
Board of Directors shall exist (1) on the death, resignation, removal of any
director, or when a director shall otherwise become no longer qualified to be a
director, (2) whenever the number of directors is increased, or (3) as to that
director, when he or she has not attended four (4) consecutive meetings of the
board of directors, or four (4) consecutive general membership meetings, unless
that director shall, in the opinion of a majority of the other directors, have
a valid excuse for such lack of attendance.
The Board of
Directors may declare vacant the office of a director who has been declared of
unsound mind by a final order of court, or convicted of a felony, has had his
or her amateur radio license revoked, terminated or expired, or been found by a
final order or judgment of any court to have breached any duty under Section
5230 and following of the California Nonprofit Public Benefit Corporation
Law. Directors may be removed without
cause by a majority vote of the members
represented at a membership meeting at which a quorum (Art. 13 Section 5) is
Any director may
resign effective upon giving written notice to the president, the secretary, or
the Board of Directors, unless the notice specifies a later time for the
effectiveness of such resignation.
Vacancies may be filled by a majority vote of the
remaining Board of Directors. Such director appointed by the board of
directors shall be ratified, or be replaced, by vote of the membership of the
corporation at the next membership meeting where such a vote can be practically
A person elected to fill a vacancy as provided by this section shall hold
office until the next annual election of the Board of Directors or until his or
her death, resignation, or removal from office.
18. NONLIABILITY OF DIRECTORS
directors shall not be personally liable for the debts, liabilities, or other
obligations of the corporation.
19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER
the extent that a person who is, or was, a director, officer, employee, or
other agent of this corporation has been successful on the merits in defense of
any civil, criminal, administrative, or investigative proceeding brought to
procure a judgment against such person by reason of the fact that he or she is,
or was, an agent of the corporation, or has been successful in defense of any
claim, issue, or matter, therein, such person shall be indemnified against
expenses actually and reasonably incurred by the person in connection with such
such person either settles any such claim or sustains a judgment against him or
her, then indemnification against expenses, judgments, fines, settlements, and
other amounts reasonably incurred in connection with such proceedings shall be
provided by this corporation but only to the extent allowed by, and in
accordance with the requirements of, Section 5238 of the California Nonprofit
Public Benefit Corporation Law.
20. INSURANCE FOR CORPORATE AGENTS
board of directors may adopt a resolution authorizing the purchase and
maintenance of insurance on behalf of any agent of the corporation (including a
director, officer, employee, or other agent of the corporation) against any
liability other than for violating provisions of law relating to self-dealing
(Section 5233 of the California Nonprofit Public Benefit Corporation Law)
asserted against or incurred by the agent in such capacity or arising out of
the agent's status as such, whether or not the corporation would have the power
to indemnify the agent against such liability under the provisions of Section
5238 of the California Nonprofit Public Benefit Corporation Law.
1. NUMBER OF OFFICERS
The officers of the
corporation shall be a president, a vice president, a secretary, a treasurer,
and a call sign trustee
2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any member of the
corporation eligible to serve as a director may serve as officer of this
corporation. Officers, with the exception of he call sign trustee, shall be
elected by the members at each annual members meeting, and each officer shall
hold office until he or she resigns or is removed or is otherwise disqualified
to serve, or until his or her successor shall be elected and qualified,
whichever occurs first. The call sign trustee shall be appointed by
the board of directors, and serve at their pleasure.
3. SUBORDINATE OFFICERS
board of directors may appoint such other officers or agents as it may deem
desirable, and such officers shall serve such terms, have such authority, and
perform such duties as may be prescribed from time to time by the board of
DUTIES OF PRESIDENT
president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, supervise and control the affairs
of the corporation and the activities of the officers. He or she shall perform
all duties incident to his or her office and such other duties as may be
required by law, by the articles of incorporation of this corporation, or by
these bylaws, or which may be prescribed from time to time by the board of
directors. Unless another person is specifically appointed as chairperson of
the board of directors, he or she shall preside at all meetings of the board of
directors. If applicable, the president shall preside at all meetings of the
members. Except as otherwise expressly provided by law, by the articles of
incorporation, or by these bylaws, he or she shall, in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the board of
DUTIES OF VICE PRESIDENT
the absence of the president, or in the event of his or her inability or
refusal to act, the vice president shall perform all the duties of the
president, and when so acting shall have all the powers of, and be subject to
all the restrictions on, the president. The vice president shall have other
powers and perform such other duties as may be prescribed by law, by the
articles of incorporation, or by these bylaws, or as may be prescribed by the
board of directors.
DUTIES OF SECRETARY
and keep at the principal office of the corporation the original, or a copy of
these bylaws as amended or otherwise altered to date.
at the principal office of the corporation or at such other place as the board
may determine, a book of minutes of all meetings of the directors, and, if
applicable, meetings of committees of directors and of members, recording
therein the time and place of holding, whether regular or special, how called,
how notice thereof was given, the names of those present or represented at the
meeting, and the proceedings thereof.
that all notices are duly given in accordance with the provisions of these
bylaws or as required by law.
custodian of the records and of the seal of the corporation and see that the
seal is affixed to all duly executed documents, the execution of which on
behalf of the corporation is authorized by law or these bylaws.
at the principal office of the corporation a membership book containing the
name, the mailing and electronic mail address (if applicable) of each and any
member, and, in the case where any membership has been terminated, the
secretary shall record such fact in the membership book together with the date
on which such membership ceased.
at all reasonable times to any director of the corporation, or to his or her
agent or attorney, on request therefor, the bylaws, the membership book, and
the minutes of the proceedings of the directors of the corporation.
general, perform all duties incident to the office of secretary and such other
duties as may be required by law, by the articles of incorporation of this
corporation, or by these bylaws, or which may be assigned to him or her from
time to time by the board of directors.
DUTIES OF TREASURER
to the provisions of these bylaws relating to the "Execution of
Instruments, Deposits, and Funds," the treasurer shall:
charge and custody of, and be responsible for, all funds and securities of the
corporation, and deposit all such funds in the name of the corporation in such
banks, trust companies, or other depositories as shall be selected by the board
and give receipt for, monies due and payable to the corporation from any source
or cause to be disbursed, the funds of the corporation as may be directed by
the board of directors, taking proper vouchers for such disbursements.
and maintain adequate and correct accounts of the corporation's properties and
business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
at all reasonable times the books of account and financial records to any
director of the corporation, or to his or her agent or attorney, on request
to the president and directors, whenever requested, an account of any or all of
his or her transactions as treasurer and of the financial condition of the
Prepare, or cause to be prepared, and
certify, or cause to be certified, the financial statements to be included in
any required reports.
Prepare, or cause to be prepared, any and all
reports to governmental authorities. In
the event of any penalties imposed on the corporation or the treasurer
individually, for not filing, filing late, or not paying any assessments
against the corporation, no personal liability shall attach to the treasurer.
general, perform all duties incident to the office of treasurer and such other
duties as may be required by law, by the articles of incorporation of the
corporation, or by these bylaws, or which may be assigned to him or her from
time to time by the board of directors.
8, DUTIES OF CALL SIGN TRUSTEE
corporation have a call sign trustee as provided in Article 3 Section 1, the
duties of the call sign trustee shall be responsible to assure that the club
license is in compliance with FCC rules and regulations pertaining to that
SECTION 9. COMPENSATION
All officers shall serve without compensation for
their service in their position, provided that reasonable reimbursement may be
made by the corporation to an officer for out-of-pocket expenditures in
furthering the corporation’s interests.
EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
1. EXECUTION OF INSTRUMENTS
board of directors, except as otherwise provided in these bylaws, may by
resolution authorize any officer or agent of the corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the corporation, and such authority may be general or confined to specific
instances. Unless 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
2. CHECKS AND NOTES
as otherwise specifically determined by resolution of the board of directors,
or as otherwise required by law, checks, drafts, promissory notes, orders for
the payment of money, and other evidence of indebtedness of the corporation
shall be signed by the treasurer.
funds of the corporation shall be deposited from time to time to the credit of
the corporation in such banks, trust companies, or other depositories as the
board of directors may select.
board of directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the charitable or public purposes of this
corporation, and shall acknowledge, in writing signed by one of the officers of
the corporation, such gift.
CORPORATE RECORDS, REPORTS, AND SEAL
1. MAINTENANCE OF CORPORATE RECORDS
corporation shall keep in the State of California,
and make available to any member of the corporation upon reasonable request:
(a) Minutes of all meetings of directors, all
meetings of members, indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given, and the names of
those present and the proceedings thereof;
(b) Adequate and correct books and records of
account, including accounts of its
properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains, and losses;
(c) A record of its members, if any, indicating
their names and addresses and, if applicable, the class of membership held by
each member and the termination date of any membership;
(d) A copy of the corporation's articles of
incorporation and bylaws as amended to date.
inspection under the provisions of this Article may be made in person or by
agent or attorney and the right to inspection includes the right to copy and
2. CORPORATE SEAL
board of directors may adopt, use, and at will alter, a corporate seal. Such
seal shall be kept at the principal office of the corporation. Failure to affix
the seal to corporate instruments, however, shall not affect the validity of
any such instrument.
board shall cause an annual report to be furnished not later than one hundred
and twenty (120) days after the close of the corporation's fiscal year to all
directors of the corporation and to any member who requests it in writing,
which report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including
any trust funds, of the corporation as of the end of the fiscal year;
(b) The principal changes in assets and
liabilities, including any trust funds, during the fiscal year;
(c) The revenue or receipts of the corporation,
both unrestricted and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation,
for both general and restricted purposes, during the fiscal year;
(e) Any information required by Section 7 of this
annual report shall be accompanied by any report thereon of independent
accountants, or, if there is no such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit
from the books and records of the corporation.
this corporation receives Twenty-Five Thousand Dollars ($25,000), or more, in
gross revenues or receipts during the fiscal year, this corporation shall
automatically send the above annual report to all members, in such manner, at
such time, and with such contents, including an accompanying report from
independent accountants or certification of a corporate officer, as specified
by the above provisions of this Section relating to the annual report.
ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
corporation shall mail or deliver to all directors and any and all members a
statement within one hundred and twenty (120) days after the close of its
fiscal year which briefly describes the amount and circumstances of any
indemnification or transaction of the following kind:
transaction in which the corporation, or its parent or its subsidiary, was a
party, and in which either of the following had a direct or indirect material
(a) Any director or officer of the corporation,
or its parent or its subsidiary (a mere common directorship shall not be
considered a material financial interest); or
(b) Any holder of more than ten percent (10%) of
the voting power of the corporation, its parent, or its subsidiary.
above statement need only be provided with respect to a transaction during the
previous fiscal year involving more than Fifty Thousand Dollars ($50,000) or
which was one of a number of transactions with the same persons involving, in
the aggregate, more than Fifty Thousand Dollars ($50,000).
the statement need only be provided with respect to indemnifications or
advances aggregating more than Ten Thousand Dollars ($10,000) paid during the
previous fiscal year to any director or officer, except that no such statement
need be made if such indemnification was approved by the members pursuant to
Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
statement required by this Section shall briefly describe the names of the
interested persons involved in such transactions, stating each person's
relationship to the corporation, the nature of such person's interest in the
transaction, and, where practical, the amount of such interest, provided that
in the case of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated.
this corporation has any members and provides all members with an annual report
according to the provisions of Section 6 of this Article, then such annual
report shall include the information required by this Section.
1. FISCAL YEAR OF THE CORPORATION
fiscal year of the corporation shall begin on the January 1 and end on December
31 in each year.
CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES
SECTION 1. PURPOSE OF CONFLICT OF INTEREST POLICY
purpose of this conflict of interest policy is to protect this tax-exempt
corporation’s interest when it is contemplating entering into a transaction or
arrangement that might benefit the private interest of an officer or director
of the corporation or any "disqualified person" as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3
of the IRS Regulations and which might result in a possible "excess
benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal
Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This
policy is intended to supplement but not replace any applicable state and
federal laws governing conflict of interest applicable to nonprofit and
charitable organizations. In the event
of any conflict, the applicable state and federal laws shall supercede the
provisions of these bylaws, but only to the extent of any conflict.
SECTION 2. DEFINITIONS
(a) Interested Person.
director, principal officer, or any other person who is a "disqualified
person" as defined in Section 4958(f)(1) of the Internal Revenue Code and
as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or
indirect financial interest, as defined below, is an interested person.
(b) Financial Interest.
person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
ownership or investment interest in any entity with which the corporation has a
transaction or arrangement,
compensation arrangement with the corporation or with any entity or individual
with which the corporation has a transaction or arrangement, or
potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which the corporation is negotiating a
transaction or arrangement.
includes direct and indirect remuneration as well as gifts or favors that are
financial interest is not necessarily a conflict of interest. Under Section 3,
paragraph B, a person who has a financial interest may have a conflict of
interest only if the appropriate governing board or committee decides that a
conflict of interest exists.
SECTION 3. CONFLICT OF INTEREST AVOIDANCE PRODEDURES
(a) Duty to Disclose.
connection with any actual or possible conflict of interest, an interested
person must disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the board of directors considering
the proposed transaction or arrangement.
(b) Determining Whether a Conflict of Interest
disclosure of the financial interest and all material facts, and after any
discussion with the interested person, he/she shall leave the board meeting while
the determination of a conflict of interest is discussed and voted upon. The
remaining board members shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of
interested person may make a presentation at the board meeting, but after the
presentation, he/she shall leave the meeting during the discussion of, and the
vote on, the transaction or arrangement involving the possible conflict of
president or chairperson of the board shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the proposed
transaction or arrangement.
exercising due diligence, the board shall determine whether the corporation can
obtain with reasonable efforts a more advantageous transaction or arrangement
from a person or entity that would not give rise to a conflict of interest.
a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board or
committee shall determine by a majority vote of the disinterested directors
whether the transaction or arrangement is in the corporation’s best interest,
for its own benefit, and whether it is fair and reasonable. In conformity with
the above determination, it shall make its decision as to whether to enter into
the transaction or arrangement.
(d) Violations of the Conflicts of Interest
the board has reasonable cause to believe a member has failed to disclose
actual or possible conflicts of interest, it shall inform the member of the
basis for such belief and afford the member an opportunity to explain the
alleged failure to disclose.
after hearing the member’s response and after making further investigation as
warranted by the circumstances, the board determines the member has failed to
disclose an actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action.
SECTION 4. RECORDS OF BOARD PROCEEDINGS RELATING TO
CONFLICT OF INTEREST
minutes of any meetings of the board where conflict of interest issues are
considered shall contain:
names of the persons who disclosed or otherwise were found to have a financial
interest in connection with an actual or possible conflict of interest, the
nature of the financial interest, any action taken to determine whether a
conflict of interest was present, and the board’s decision as to whether a
conflict of interest in fact existed.
names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any
alternatives to the proposed transaction or arrangement, and a record of any
votes taken in connection with the proceedings.
SECTION 5. COMPENSATION APPROVAL POLICIES
voting member of the board who receives compensation, directly or indirectly,
from the corporation for services is precluded from voting on matters
pertaining to that member’s compensation.
approving compensation for any employees, contractors, and any other
compensation contract or arrangement, in addition to complying with the
conflict of interest requirements and policies contained in the preceding and
following sections of this article as well as the preceding paragraphs of this
section of this article, the board shall also comply with the following
additional requirements and procedures:
terms of compensation shall be approved by the board prior to the first payment
members of the board who approve compensation arrangements must not have a
conflict of interest with respect to the compensation arrangement as specified
in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each
board member approving a compensation arrangement between this organization and
a "disqualified person" (as defined in Section 4958(f)(1) of the
Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS
not the person who is the subject of compensation arrangement, or a family
member of such person;
not in an employment relationship subject to the direction or control of the
person who is the subject of compensation arrangement
not receive compensation or other payments subject to approval by the person
who is the subject of compensation arrangement
no material financial interest affected by the compensation arrangement; and
not approve a transaction providing economic benefits to the person who is the
subject of the compensation arrangement, who in turn has approved or will
approve a transaction providing benefits to the board.
board shall obtain and rely upon appropriate data as to comparability prior to
approving the terms of compensation. Appropriate data may include the
levels paid by similarly situated organizations, both taxable and tax-exempt,
for functionally comparable positions. "Similarly situated"
organizations are those of a similar size and purpose and with similar
availability of similar services in the geographic area of this organization
compensation surveys compiled by independent firms
written offers from similar institutions competing for the services of the
person who is the subject of the compensation arrangement.
As allowed by IRS Regulation
4958-6, if this organization has average annual gross receipts (including
contributions) for its three prior tax years of less than $1 million, the board
or compensation committee will have obtained and relied upon appropriate data
as to comparability if it obtains and relies upon data on compensation paid by
three comparable organizations in the same or similar communities for similar
terms of compensation and the basis for approving them shall be recorded in
written minutes of the meeting of the board that approved the compensation.
Such documentation shall include:
terms of the compensation arrangement and the date it was approved
members of the board who were present during debate on the transaction, those
who voted on it, and the votes cast by each board member
comparability data obtained and relied upon and how the data was obtained.
the board determines that reasonable compensation for a specific position in
this organization or for providing services under any other compensation
arrangement with this organization is higher or lower than the range of
comparability data obtained, the board shall record in the minutes of the
meeting the basis for its determination.
the board makes adjustments to comparability data due to geographic area or
other specific conditions, these adjustments and the reasons for them shall be
recorded in the minutes of the board meeting.
actions taken with respect to determining if a board member had a conflict of
interest with respect to the compensation arrangement, and if so, actions taken
to make sure the member with the conflict of interest did not affect or
participate in the approval of the transaction (for example, a notation in the
records that after a finding of conflict of interest by a member, the member
with the conflict of interest was asked to, and did, leave the meeting prior to
a discussion of the compensation arrangement and a taking of the votes to
approve the arrangement).
minutes of board meetings at which compensation arrangements are approved must
be prepared before the later of the date of the next board meeting or 60 days
after the final actions of the board are taken with respect to the approval of
the compensation arrangements. The minutes must be reviewed and approved by the
board as reasonable, accurate, and complete within a reasonable period
thereafter, normally prior to or at the next board meeting following final
action on the arrangement by the board.
SECTION 6. ANNUAL STATEMENTS
director, principal officer, and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:
received a copy of the conflicts of interest policy,
read and understands the policy,
agreed to comply with the policy, and
the corporation is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more
of its tax-exempt purposes.
SECTION 7. PERIODIC REVIEWS
ensure the corporation operates in a manner consistent with charitable purposes
and does not engage in activities that could jeopardize its tax-exempt status,
periodic reviews shall be conducted. The periodic reviews shall, at a minimum,
include the following subjects:
compensation arrangements and benefits are reasonable, based on competent
survey information, and the result of arm’s-length bargaining.
partnerships, joint ventures, and arrangements with management organizations
conform to the corporation’s written policies, are properly recorded, reflect
reasonable investment or payments for goods and services, further charitable
purposes, and do not result in inurement, impermissible private benefit, or in
an excess benefit transaction.
SECTION 8. USE OF OUTSIDE EXPERTS
conducting the periodic reviews as provided for in Section 7, the corporation
may, but need not, use outside advisors. If outside experts are used, their use
shall not relieve the governing board of its responsibility for ensuring
periodic reviews are conducted.
AMENDMENT OF BYLAWS
to any provision of law applicable to the amendment of bylaws of public benefit
nonprofit corporations, these bylaws, or any of them, may be altered, amended,
or repealed and new bylaws adopted as follows:
approval of a majority of the members
, of this corporation (excluding
honorary members), in addition to a vote of a majority of the board of
AMENDMENT OF ARTICLES
AMENDMENT OF ARTICLES
of the articles of incorporation may be adopted by the approval of a majority
of the members of this corporation, in addition to a vote of a majority of the
board of directors
SECTION 1. DETERMINATION AND RIGHTS OF
shall have four (4) classes of members. Each dues-paying member and life member
is entitled to one vote. No members shall hold more than one membership in the
corporation. Except as expressly provided in or authorized by the Articles of
Incorporation or Bylaws of this corporation, all dues-paying memberships shall
have the same rights, privileges, restrictions, and conditions.
SECTION 2. QUALIFICATIONS OF MEMBERS
for membership in this corporation are as follows: Any person with expressed
interest in amateur radio.
SECTION 3. ADMISSION OF MEMBERS
Applicants shall be
admitted to membership by written application and payment of any required dues.
SECTION 4. FEES, DUES, AND ASSESSMENTS
(a) The following fee shall be charged for making
application for membership in the corporation: None.
(b) The Board of Directors of Stockton-Delta Amateur Radio Club shall
establish dues for each type of membership subject to the approval of the
majority vote of the members present at a the first regular general membership
meeting of each fiscal year. Dues for
the various membership types shall be published in the club’s monthly
publication. A member joining during the first six months
of the fiscal year shall pay the full year’s dues. After the first six months of the fiscal
year, one-half te annual dues amount shall be required.
(c) Memberships shall be nonassessable.
(d) The four (4) types of memberships as follows:
1. Individual membership. Members who submit
individual applications and pay annual dues for one member.
2. Family membership. Limited to members who submit their entire family,
living in the same household, regardless of number, on one application form and
pay annual membership dues. Family
memberships shall be entitled to one vote.
3. Life membership. Life membership may be conferred as an honor on any
member who has served the Stockton-Delta Amateur Radio Club in an exemplary
fashion. A majority vote of the membership at an annual meeting at which a
quorum is present can confer this honor on any one individual (or one person in
a family membership). Life members shall be entitled to vote and/or hold office
and are exempt from any requirement to pay dues.
5. Honorary membership. An Honorary Membership may be awarded to
nonmembers who have rendered distinguished service to Stockton-Delta Amateur
Radio Club, and/or the amateur radio community as a whole. Honorary membership shall be offered and
thereafter, each year, continued at the
discretion of the Board of Directors in office. Honorary members shall not be
entitled to vote or to hold office.
5. NUMBER OF MEMBERS
There is no limit
on the number of members the corporation may admit.
SECTION 6. MEMBERSHIP ROSTER
shall keep a membership roster containing the name and address of each member.
Termination of the membership of any member shall be recorded in the roster
together with the date of termination of such membership. Such roster shall be
kept at the corporation’s principal office and shall be available for
inspection by any director or member of the corporation during regular business
hours. The record of names and addresses of the members of this corporation
shall constitute the membership list of this corporation and shall not be used,
in whole or part, by any person for any purpose not reasonably related to a
member’s interest as a member.
SECTION 7. NONLIABILITY OF MEMBERS
A member of this
corporation is not, as such, personally liable for the debts, liabilities, or
obligations of the corporation.
SECTION 8. NONTRANSFERABILITY OF
No member may
transfer a membership or any right arising therefrom. All rights of membership
cease upon the member’s death.
SECTION 9. TERMINATION OF MEMBERSHIP
(a) Grounds for termination. The membership of a
member shall terminate upon the occurrence of any of the following events:
(1) Upon his or her notice of such termination
delivered to the president or secretary of the corporation personally or by
mail, such membership to terminate upon the date of delivery of the notice or
date of deposit in the mail.
(2) Upon a determination by the Board of Directors that the member has
engaged in conduct materially and seriously prejudicial to the interests or
purposes of the corporation.
(3) If this corporation has provided for the payment of dues by members,
upon a failure to renew his or her membership by paying dues on or before their
due date, such termination to be effective thirty (30) days after a written
notification of delinquency is given personally, mailed or electronically
mailed to such member by the president or secretary of the corporation. A
member may avoid such termination by paying the amount of delinquent dues
within a thirty-day (30-day) period following the member’s receipt of the
written notification of delinquency.
(b) Procedure for expulsion. Following the
determination that a member should be expelled under subparagraph (a)(2) of
this section, the following procedure shall be implemented:
(1) A notice shall be sent by first-class mail to
the last address of the member as shown on the corporation’s records, setting
forth the expulsion and the reasons therefor. Such notice shall be sent at
least fifteen (15) days before the effective date of the proposed expulsion.
(2) The member being expelled shall be given an opportunity to be heard,
either orally or in writing, at a hearing to be held not less than five (5)
days before the effective date of the proposed expulsion. The hearing will be
held by the Board of Directors in accordance with the quorum and voting rules
set forth in these Bylaws applicable to the meetings of the board. The notice
to the member of his or her proposed expulsion shall state the date, time, and
place of the hearing on his or her proposed expulsion.
(3) Following the hearing, the Board of Directors shall decide whether or
not the member should in fact be expelled, suspended, or sanctioned in some other
way. The decision of the board shall be final.
(4) If this corporation has provided for the payment of dues by members,
any person expelled from the corporation shall receive a refund of dues already
paid. The refund shall be prorated to return only the unaccrued balance
remaining for the period of the dues payment.
10. RIGHTS ON TERMINATION OF MEMBERSHIP
All rights of a
member in the corporation shall cease on termination of membership as herein
SECTION 11. AMENDMENTS RESULTING IN THE
TERMINATION OF MEMBERSHIPS
Notwithstanding any other provision of these Bylaws, if any amendment of
the Articles of Incorporation or of the Bylaws of this corporation would result
in the termination of all memberships or any class of memberships, then such
amendment or amendments shall be effected only in accordance with the
provisions of Section 5342 of the California Nonprofit Public Benefit
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
of members shall be held at the principal office of the corporation or at such
other place or places within the State of California as may be designated from time to
time by resolution of the Board of Directors. and announced to the members of
the corporation at the next meeting of members, and in any publication to
members, or to the general public, that that the corporation may undertake.
SECTION 2. ANNUAL AND OTHER REGULAR
meetings of the membership of this club shall be held on the second Thursday of
each month at 7:30 p.m. or at such alternate time and date as approved by a
majority vote of the Board of Directors and announced to the members of the
corporation at the next meeting of members, and in any publication to members,
or to the general public, that that the corporation may undertake.
Regular meetings of
the membership may be cancelled from time to time as need and necessity
determine with the approval of the Board of Directors.
regular meeting scheduled for the month of November of each year shall be
designated as the annual meeting, for the purposes of electing the Board of
Directors, and transacting other business as may come before the meeting.
Voting for the election of directors shall be by written ballot of the membership,
and shall be by majority vote of those voting at the annual meeting. The vote tabulation shall be counted by the
secretary, and at least two other members of the corporation who are not
nominated to the board. Results shall be
announced at that annual meeting. The
secretary shall keep and maintain the ballots cast for a period of at least 90
days after the annual meeting, during which time they may be inspected upon
reasonable request by any member. The
November meeting of members for these stated purposes shall be deemed a regular
meeting, and any reference in these Bylaws to regular meetings of members shall
also refer to this annual meeting. Directors elected shall take office at the
first regular meeting of members after the beginning of the fiscal year,
provided, however, if there shall be a meeting of the board of directors after
the beginning of that fiscal year, but before the regular meeting, the newly
elected directors shall take office at that meeting of the board of directors.
If the day fixed
for the annual meeting or other regular meetings falls on or near a legal
holiday, such meeting shall be held at the same hour and place on a day as
determined by the Board of Directors.
SECTION 3. SPECIAL MEETINGS OF MEMBERS
Persons who may call special meetings of members: Special meetings of the
members shall be called by the Board of Directors or the president of the
corporation. In addition, special meetings of the members for any lawful
purpose may be called by five (5) percent or more of the members.
4. NOTICE OF MEETINGS
(a) Time of notice. A written notice of all meetings
shall be given by the corporation not less than five (5) nor more than ninety
(90) days before the date of the meeting to each member who, on the record date
for the notice of the meeting, is entitled to vote thereat, provided, however,
that if notice is given by mail, and the notice is not mailed by first-class,
registered, or certified mail, that notice shall be given ten (10) days before
(b) Manner of giving notice. Notice of a members’ meeting or any report
shall be given either by mail, electronic mail, or other means of written
communication, addressed to the member at the address of such member appearing
on the books of the corporation. Notice shall be deemed to have been given at
the time when delivered personally, posted electronically, or deposited in the mail.
(c) Contents of notice. Notice of a membership meeting shall state the
place, date, and time of the meeting and (1) in the case of a special meeting,
the general nature of the business to be transacted, and no other business may
be transacted, or (2) in the case of an annual meeting, those matters which the
board, at the time notice is given, intends to present for action by the members.
Subject to any provision to the contrary contained in these Bylaws, however,
any proper matter may be presented at a regular meeting for such action. The
notice of any meeting of members at which directors are to be elected shall
include the names of all those who are nominees at the time notice is given to
(d) Notice of meetings called by members. If a special meeting is called
by members as authorized in these Bylaws, the request for the meeting shall be
submitted in writing, specifying the general nature of the business proposed to
be transacted and shall be delivered personally or sent by mail to the
chairperson of the board, president, vice president, or secretary of the
corporation. The officer receiving the request shall promptly cause notice to
be given to the members entitled to vote that a meeting will be held, stating
the date of the meeting. The date for such meeting shall be fixed by the board
and shall not be less than thirty-five (35) nor more than ninety (90) days
after the receipt of the request for the meeting by the officer. If the notice
is not given within twenty (20) days after the receipt of the request, persons
calling the meeting may give the notice themselves.
(e) Waiver of notice of meetings. The transaction of any meeting of
members, however called and noticed, and wherever held, shall be as valid as
though taken at a meeting duly held after regular call and notice, if a quorum
is present and if, either before or after the meeting, each of the persons
entitled to vote, not present in person, signs a written waiver of notice or a
consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers, consents, and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Waiver of notices or
consents need not specify either the business to be transacted or the purpose
of any regular or special meeting of members, except that, if action is taken
or proposed to be taken for approval of any of the matters specified in
subparagraph (f) of this section, the waiver of notice or consent shall state
the general nature of the proposal.
(f) Special notice rules for approving certain proposals. If action is
proposed to be taken or is taken with respect to the following proposals, such
action shall be invalid unless approved by a two-thirds majority of those
entitled to vote or unless the general nature of the proposal is stated in the
notice of meeting or in any written waiver of notice:
1. Removal of directors without cause
2. Filling of vacancies on the board by members
3. Amending the Articles of Incorporation
4. An election to voluntarily wind up and dissolve the corporation
5. QUORUM FOR MEETINGS
A quorum shall
consist of fifteen percent (15%) of the voting members of the corporation.
The members present
at a duly called and held meeting at which a quorum is initially present may
continue to do business, notwithstanding the loss of a quorum at the meeting
due to a withdrawal of members from the meeting, provided that any action taken
after the loss of a quorum must be approved by at least a majority of the
members required to constitute a quorum.
In the absence of a
quorum, any meeting of the members may be adjourned by the vote of a majority
of the votes represented in person at the meeting. No business shall be
transacted at such meeting.
SECTION 6. MAJORITY ACTION AS MEMBERSHIP
Every act or
decision done or made by a majority of voting members present in person at a
duly held meeting at which a quorum is present is the act of the members,
unless the law, the Articles of Incorporation of this corporation, or these
Bylaws require a greater number.
SECTION 7. VOTING RIGHTS
Each dues-paying or
life member who possesses a current, valid and renewable amateur radio
operator’s license recognized or issued by the Federal Communications
Commission. is entitled to one vote on each matter submitted to a vote by the
members. In the case of a family membership, at least one member of the family
must be so licensed. Voting at duly held meetings shall be by voice vote.
Election of directors, however, shall be by written ballot as provided in Article 12 Section 11.
SECTION 8. PROXY VOTING
Voting by proxy may
be accomplished by a member notifying the secretary of the corporation that
their vote has been granted to another
member, provided the member holding the proxy is also eligible to vote.
SECTION 9. CONDUCT OF MEETINGS
Meetings of members
shall be presided over by the president of the corporation or, in his or her
absence, by the vice president of the corporation or by any other officer
present. The secretary of the corporation shall act as secretary of all
meetings of members, provided that, in his or her absence, the presiding
officer shall appoint another person to act as secretary of the meeting.
Meetings shall be
governed by Roberts’ Rules of Order, as such rules may be revised from time to
time, insofar as such rules are not inconsistent with or in conflict with these
Bylaws, with the Articles of Incorporation of this corporation, or with any
provision of law.
SECTION 10. ACTION BY WRITTEN BALLOT
WITHOUT A MEETING
Any action which
may be taken at any regular or special meeting of members may be taken without
a meeting if the corporation distributes a written ballot to each member
entitled to vote on the matter. The ballot shall set forth the proposed action,
provide an opportunity to specify approval or disapproval of each proposal,
provide that, where the person solicited specifies a choice with respect to any
such proposal, the vote shall be cast in accordance therewith, and provide a
reasonable time within which to return the ballot to the corporation. Ballots
shall be mailed or delivered in the manner required for giving notice of
meetings specified in Section 4(b) of this article.
All written ballots
shall also indicate the number of responses needed to meet the quorum
requirement and, except for ballots soliciting votes for the election of
directors, shall state the percentage of approvals necessary to pass the
measure submitted. The ballots must specify the time and the manner by which
they must be received by the corporation in order to be counted.
Approval of action
by written ballot shall be valid only when the number of votes cast by ballot
within the time period specified equals or exceeds the quorum required to be
present at a meeting authorizing the action, and the number of approvals equals
or exceeds the number of votes that would be required to approve the action at
a meeting at which the total number of votes cast was the same as the number of
votes cast by ballot.
A written ballot
may not be revoked after its receipt by the corporation or its deposit in the
mail, whichever occurs first.
SECTION 11. NOMINATION AND ELECTION
All directors of the corporation subject to election shall be elected at
the annual meeting of members and shall hold office until their respective
successors are elected.
Any member in good
standing may nominate in writing any other member in good standing (who must
also be eligible to vote) for any director position. Any nominees shall be
seconded by at least one other member in good standing and eligible to vote ,
and the nominee must agree that he or she would serve if elected. Nominations,
seconds to any nominations, and the agreement of any nominee to serve shall be
in writing, provided that such nominations, seconds to nomination and agreement
to serve may be by voice if all parties are present at the October general
meeting. Of members.
The election of
directors will be by secret ballot provided at the November meeting to those
eligible to vote. A majority vote shall
not be required for election, and the nominees receiving the highest number of
votes will be deemed elected to fill the vacancies. In the event of a tie for
the last of such vacancies, a further election shall be immediately held in
which the nominees tied for such vacancy shall be voted upon and the nominee
receiving the highest vote shall be declared elected.
12. ACTION BY WRITTEN CONSENT WITHOUT MEETING
Except as otherwise
provided in these Bylaws, any action required or permitted to be taken by the
members may be taken without a meeting, if two-thirds of the members shall
individually or collectively consent in writing to the action. The written
consent or consents shall be filed with the minutes of the proceedings of the
members. The action by written consent shall have the same force and effect as
a two-thirds majority vote of the members.
SECTION 13. RECORD DATE FOR MEETINGS
The record date for
purposes of determining the members entitled to notice, voting rights, written
ballot rights, or any other right with respect to a meeting of members or any
other lawful membership action shall be ninety (90) days prior to the meeting where the vote is to take place.
PROHIBITION AGAINST SHARING
CORPORATE PROFITS AND ASSETS
1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
member, director, officer, employee, or other person connected with this corporation,
or any private individual, shall receive at any time any of the net earnings or
pecuniary profit from the operations of the corporation, provided, however,
that this provision shall not prevent payment to any such person of reasonable
compensation for services performed for the corporation in effecting any of its
public or charitable purposes, provided that such compensation is otherwise
permitted by these bylaws and is fixed by resolution of the board of directors;
and no such person or persons shall be entitled to share in the distribution
of, and shall not receive, any of the corporate assets on dissolution of the
corporation. All members, if any, of the corporation shall be deemed to have
expressly consented and agreed that on such dissolution or winding up of the
affairs of the corporation, whether voluntarily or involuntarily, the assets of
the corporation, after all debts have been satisfied, shall be distributed as
required by the articles of incorporation of this corporation and not otherwise.
is to certify that the foregoing is a true and correct copy of the bylaws of
the corporation named in the title thereto and that such bylaws were duly
adopted by the approval of a majority of the members of this corporation, on the
_____ of __________, 20__, in addition to a vote of a majority of the board of
directors on the _____ of __________, 20__.