Bylaws of the Los Angeles Intellectual Property Law Association – A California non-profit corporation
ARTICLE I – PRINCIPAL OFFICE
The principal office of this corporation shall be located in the State of California at such place as the Board of Directors shall determine.
ARTICLE II – MEMBERSHIP
This corporation shall have no voting members, but the Board of Directors may, by resolution, establish one or more classes of non-voting members and provide for eligibility requirements for membership and rights and duties of members, including the obligation to pay dues.
ARTICLE III – BOARD OF DIRECTORS
Section 3.1 POWERS
This corporation shall have powers to the full extent allowed by law. All powers and activities of this corporation shall be exercised and managed by the Board of Directors of this corporation directly or, if delegated, under the ultimate direction of the Board.
Section 3.2 NUMBER OF DIRECTORS
The number of directors shall be not less than nine nor more than fifteen, with the exact authorized number of directors to be fixed from time to time by resolution of the Board of Directors.
Section 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS
The directors then in office shall elect their successors at the annual meeting, or as soon as practical thereafter. Each director shall be elected for a term of one year, and shall hold office until the adjournment of the annual meeting following his or her election. Unless his or her position has been eliminated, each director shall continue in office after expiration of the term until a successor has been elected.
Section 3.4 VACANCIES
A vacancy shall be deemed to exist on the Board in the event that the actual number of directors is less than the authorized number for any reason. Vacancies may be filled by the remaining directors for the unexpired portion of the term.
Section 3.5 RESIGNATION AND REMOVAL OF DIRECTORS
Resignations shall be effective upon receipt in writing by the Chair of the Board (if any), the President (if any), the Secretary, or the Board of Directors of this corporation, unless a later effective date is specified in the resignation. A majority of the directors then in office may remove any director at any time, with or without cause.
Section 3.6 ANNUAL BOARD MEETINGS
A meeting of the Board of Directors shall be held at least once a year. Annual meetings shall be called by the Chair of the Board (if any), the President (if any), or any two directors, and noticed in accordance with Section 8 of this Article.
Section 3.7 SPECIAL BOARD MEETINGS
Special meetings of the Board of Directors may be called by the Chair of the Board (if any), the President (if any), or any two directors, and noticed in accordance with Section 8 of this Article.
Section 3.8 NOTICE
Notice of the annual meeting and any special meetings of the Board of Directors shall state the date, place, and time of the meeting and shall be given to each director at least four days before any such meeting if given by first-class mail or forty-eight hours before any such meeting if given personally or by telephone, including a voice messaging system, or by other electronic transmission such as e-mail, in compliance with Article VIII, Section 5 of these Bylaws.
Section 3.9 WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present provides a waiver of notice, a consent to holding the meeting, or an approval of the minutes in writing. The waiver of notice or consent need not 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. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.
Section 3.10 QUORUM
A majority of the total number of directors then in office shall constitute a quorum, provided that in no event shall the required quorum be less than one-fifth of the authorized number of directors or two directors, whichever is larger. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided in Article III, Section 4 (filling Board vacancies), Section 5 (removing directors) and Section 11 (taking action without a meeting); Article IV, Section 1 (appointing Board Committees); Article VI, Section 1 (approving loans) and Section 2 (approving self-dealing transactions); Article VII, Section 2 (approving indemnification); and Article VIII, Section 6 (amending Bylaws), of these Bylaws or in the California Nonprofit Mutual Benefit Corporation Law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 3.11 ACTION WITHOUT A MEETING
Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action in writing, as defined in Article VIII, Section 5. Such written consents shall be filed with the minutes of the proceedings of the Board, and shall have the same force and effect as the unanimous vote of such directors.
Section 3.12 TELEPHONE AND ELECTRONIC MEETINGS
Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other electronic transmission in compliance with Article VIII, Section 5, of these Bylaws so long as all of the following apply:
(a) each director participating in the meeting can communicate with all of the other directors concurrently; and
(b) each director is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by this corporation.
Section 3.13 STANDARD OF CARE
A. General. A director shall perform the duties of a director, including duties as a member of any Board Committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(i) one or more officers or employees of this corporation whom the director believes to be reliable and competent as to the matters presented;
(ii) counsel, independent accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or
(iii) a committee upon which the director does not serve that is composed exclusively of any combination of directors or persons described in (i) or (ii), as to matters within the committee’s designated authority, provided that the director believes such committee merits confidence;
so long as in any such case, the director acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
Except as provided in Article VI below, a person who performs the duties of a director in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.
B. Assets Held in Charitable Trust. If this corporation shall hold any assets in charitable trust (because, for example, such assets were donated to this corporation for use in furthering charitable purposes), the conduct of the directors of this corporation in connection with such assets shall be governed by any applicable stricter requirements of the California Nonprofit Public Benefit Corporation Law.
Section 3.14 INSPECTION
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents, and to inspect the physical properties of this corporation.
Section 3.15 DIRECTOR COMPENSATION
The Board of Directors may authorize, by resolution, the payment to a director of reasonable compensation for services as a director. The Board may authorize the advance or reimbursement to a director of actual reasonable expenses incurred in carrying out his or her duties as a director, such as for attending meetings of the Board and Board Committees.
Section 3.16 EXECUTIVE COMPENSATION REVIEW
To the extent and so long as this corporation holds any property for charitable purposes, the Board of Directors (or a Board Committee) shall review any compensation packages (including all benefits) of the President or the chief executive officer and the Treasurer or chief financial officer, regardless of job title, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur when such officer is hired, when the term of employment of such officer is renewed or extended, and when the compensation of such officer is modified, unless the modification applies to substantially all of the employees of this corporation.
ARTICLE IV – COMMITTEES
Section 4.1 BOARD COMMITTEES
The Board of Directors may, by resolution adopted by a majority of the directors then in office, create any number of Board Committees, each consisting of two or more directors, and only of directors, to serve at the pleasure of the Board. Appointments to any Board Committee shall be by a majority vote of the directors then in office. Board Committees may be given all the authority of the Board, except for the powers to:
(a) set the number of directors within a range specified in these Bylaws;
(b) elect directors or remove directors without cause;
(c) fill vacancies on the Board of Directors or on any Board Committee;
(d) fix compensation of directors for serving on the Board or any Board Committee;
(e) amend or repeal these Bylaws or adopt new Bylaws;
(f) adopt amendments to the Articles of Incorporation of this corporation;
(g) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(h) create any other Board Committees or appoint the members of any Board Committees; or
(i) approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.
Section 4.2 ADVISORY COMMITTEES
The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or non-directors and may be appointed as the Board determines. On matters requiring Board authority, Advisory Committees shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee
Section 4.3 COMMITTEE SUPERVISION AND RELIANCE
If a committee is composed and appointed as required by Section 1 above (concerning Board Committees), it may act with the authority of the Board to the extent and with the scope provided by the Board. Otherwise, the Board of Directors shall remain responsible for oversight and supervision of the committee as an Advisory Committee. If a committee meets the criteria of Article III, Section 13.A.(iii), the individual directors may rely on it in discharging their fiduciary duties as provided in that Section.
Section 4.4 AUDIT COMMITTEE
This Section 4 shall apply to the extent and so long as this corporation holds any property for charitable purposes. For any tax year in which this corporation has gross revenues of $2 million or more, this corporation shall have an Audit Committee whose members shall be appointed by the Board of Directors, and who may include both directors and non-directors, subject to the following limitations: (a) members of the Finance Committee, if any, shall constitute less than one-half of the membership of the Audit Committee; (b) the chair of the Audit Committee may not be a member of the Finance Committee, if any; (c) the Audit Committee may not include any member of the staff, including the President or chief executive officer and Treasurer or chief financial officer; (d) the Audit Committee may not include any person who has a material financial interest in any entity doing business with this corporation; and (e) Audit Committee members who are not directors may not receive compensation greater than the compensation paid to directors for their Board service.
The Audit Committee shall: (1) recommend to the full Board of Directors for approval the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor, (2) subject to the supervision of the full Board, negotiate the compensation of the auditor on behalf of the Board, (3) confer with the auditor to satisfy the Audit Committee members that the financial affairs of this corporation are in order, (4) review and determine whether to accept the audit, and (5) approve performance of any non-audit services provided to this corporation by the auditor’s firm.
Section 4.5 MEETINGS
A. Of Board Committees. Meetings and actions of Board Committees shall be governed by and held and taken in accordance with the provisions of Article III of these Bylaws concerning meetings and actions of the Board of Directors, with such changes in the content of those Bylaws as are necessary to substitute the Board Committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of any Board Committee and shall be filed with the corporate records.
B. Of Advisory Committees. Subject to the authority of the Board of Directors, Advisory Committees may determine their own meeting rules and whether minutes shall be kept.
The Board of Directors may adopt rules for the governance of any Board or Advisory Committee not inconsistent with the provisions of these Bylaws.
ARTICLE V – OFFICERS
Section 5.1 OFFICERS
The officers of this corporation shall be a President, a Vice President, a Treasurer, a Secretary, and an Immediate Past President. This corporation may also have, at the discretion of the Board of Directors, such other officers as may be appointed by the Board of Directors. All officers shall be elected from among the directors of this corporation
Section 5.2 ELECTION
The officers of this corporation shall be elected annually by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
Section 5.3 REMOVAL
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors or by an officer on whom such power of removal may be conferred by the Board of Directors.
Section 5.4 RESIGNATION
Any officer may resign at any time by giving written notice to this corporation. Any resignation shall take effect on receipt of that notice by any other officer than the person resigning or at any later time specified by 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 this corporation under any contract to which the officer is a party
Section 5.5 VACANCIES
A vacancy in any office for any reason shall be filled in the same manner as these Bylaws provide for election to that office.
Section 5.6 PRESIDENT
The President shall be the chief executive officer of this corporation and shall, subject to control of the Board, generally supervise, direct and control the business and other officers of this corporation. The President shall preside at all meetings of the Board of Directors. The President shall have the general powers and duties of management usually vested in the office of president of this corporation and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 5.7 VICE PRESIDENT
The Vice President shall, in the absence of the President, carry out the duties of the President and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 5.8 TREASURER
The Treasurer shall be the chief financial officer of this corporation and shall supervise the charge and custody of all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of Directors, and the keeping and maintaining of adequate and correct accounts of this corporation’s properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws. Notwithstanding the foregoing, the Treasurer may delegate day-to-day management of this corporation’s financial affairs as appropriate, subject to the Treasurer’s ultimate supervision.
Section 5.9 SECRETARY
The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees, if any, shall supervise the giving of such notices as may be proper or necessary, shall supervise the keeping of the minute books of this corporation, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
Section 5.10 IMMEDIATE PAST PRESIDENT
The Immediate Past President shall be the past President of this corporation whose term most recently ended. If another officer resigns or is removed, the Immediate Past President may fulfill the duties of that office until the end of that officer’s term.
ARTICLE VI – CERTAIN TRANSACTIONS
Section 6.1 LOANS
This corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance. This corporation may loan money or property to, or guarantee the obligation of, any director or officer of this corporation or any parent, affiliate, or subsidiary, if:
(a) the Board determines that the loan or guaranty may reasonably be expected to benefit this corporation; and
(b) before the transaction occurs, it has been approved by a majority of the directors then in office (without the vote of such director).
Section 6.2 SELF-DEALING TRANSACTIONS
A. Transactions with Directors or Their Companies. A transaction between this corporation and one or more of its directors, or between this corporation and any organization in which one or more of its directors has a material financial interest, must be approved or ratified by the Board or a duly authorized Board Committee after finding that such transaction is just and reasonable to this corporation at the time; in either case without counting the vote, if any, of the interested directors thereon. Such approval must be given in good faith, with full knowledge of the material facts concerning the transaction and the director’s interest in the transaction.
B. Transactions with Organizations Sharing Directors. A transaction between this corporation and any organization of which one or more of its directors are directors may be void or voidable because of the presence of such director(s) at the meeting of the Board or a Board Committee that authorized, approved, or ratified the transaction, unless (i) it was approved or ratified in good faith by the Board or a duly authorized Board Committee, with full knowledge of the material facts concerning the transaction and such directors’ other directorships and without counting the vote of the common directors thereon; or (ii) the transaction was just and reasonable as to this corporation at the time of authorization, approval, or ratification. This subsection shall not apply to transactions covered by subsection A of this Section.
C. Interested or Common Directors in Quorum. Interested or common directors may be counted in determining whether a quorum is present at any meeting of the Board or a Board Committee that approves or ratifies a transaction under this Section.
ARTICLE VII – INDEMNIFICATION
Section 7.1. RIGHT OF INDEMNITY
To the fullest extent allowed under Section 7237 of the California Nonprofit Mutual Benefit Corporation Law, this corporation may indemnify its agents, in connection with any proceeding, and in accordance with Section 7237. For purposes of this Article, “agent” shall have the same meaning as in Section 7237(a), including directors, officers, employees, other agents, and persons formerly occupying such positions; “proceeding” shall have the same meaning as in Section 7237(a), including any threatened action or investigation under Section 5233 of the California Nonprofit Public Benefit Corporation Law (with respect to any assets held in charitable trust) or brought by the Attorney General; and “expenses” shall have the same meaning as in Section 7237(a), including reasonable attorneys’ fees.
Section 7.2 APPROVAL OF INDEMNITY
On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 7237(d). Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 7237(b) or Section 7237(c), and, if so, may authorize indemnification to the extent permitted thereby.
Section 7.3 ADVANCING EXPENSES
The Board of Directors may authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board finds that:
(a) the requested advances are reasonable in amount under the circumstances; and
(b) before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.
The Board shall determine whether the undertaking must be secured, and whether interest shall accrue on the obligation created thereby.
Section 7.4 INSURANCE
The Board of Directors may adopt a resolution authorizing the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, and such insurance may provide for coverage against liabilities beyond this corporation’s power to indemnify the agent under law.
ARTICLE VIII – MISCELLANEOUS
Section 8.1 FISCAL YEAR
The fiscal year of this corporation shall end each year on June 30.
Section 8.2 CONTRACTS, NOTES, AND CHECKS
All contracts entered into on behalf of this corporation must be authorized by the Board of Directors. Except as otherwise provided by law, every check, draft, promissory note, money order, or other evidence of indebtedness of this corporation shall be signed by the person or persons on whom such power may be conferred by the Board from time to time.
Section 8.3 ANNUAL REPORTS TO DIRECTORS
A. Financial Report. Unless this corporation receives less than $10,000 in gross revenues or receipts during the fiscal year, the Board shall furnish a written report to all of the directors of this corporation containing the following information:
(i) a balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year; and
(ii) any information required by subsection B below.
The foregoing 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 this corporation that such statements were prepared without an audit from the books and records of this corporation.
B. Report of Certain Transactions. Unless this corporation furnishes the report required by subsection A above, within 120 days after the end of this corporation’s fiscal year, the Board shall furnish a written report to all of the directors of this corporation containing the following:
(i) a description of any transaction during the previous fiscal year involving $50,000 or more between this corporation (or its parent or subsidiary, if any) and any of its directors or officers (or those of its parent or subsidiary, if any) or any holder of more than ten percent of the voting power of this corporation (or its parent or subsidiary, if any), including the names of the interested persons, their relationship to this corporation, the nature of their interest in the transaction and, where practicable, the value of such interest; and
(ii) the amount and circumstances of any indemnifications or advances aggregating more than $10,000 that were paid during the fiscal year to any director or officer of this corporation.
If no transaction required to be reported has occurred during the fiscal year, no report is required for that fiscal year.
Section 8.4 REQUIRED FINANCIAL AUDITS
This Section 4 shall apply to the extent and so long as this corporation holds any property for charitable purposes. This corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of $2 million or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting. Whether or not they are required by law, any audited financial statements obtained by this corporation shall be made available for inspection by the Attorney General and the general public within nine months after the close of the fiscal year to which the statements relate, and shall remain available for three years (1) by making them available at this corporation’s principal, regional, and district offices during regular business hours and (2) either by mailing a copy to any person who so requests in person or in writing or by posting them on this corporation’s website.
Section 8.5 ELECTRONIC TRANSMISSIONS
Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or email, provided (i) for electronic transmissions from this corporation, this corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to this corporation, this corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.
Section 8.6 AMENDMENTS
Amendments to these Bylaws shall require the vote of a majority of the directors present at any meeting or unanimous written consent of the Board of Directors. If a proposed Bylaw amendment will be considered at a meeting, it shall be submitted in writing to the directors at least one week before such meeting.
Section 8.7 GOVERNING LAW
In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the California Nonprofit Mutual Benefit Corporation Law as then in effect shall apply.