Bylaws

A California Nonprofit Mutual Benefit Corporation

The name of this corporation is HEALTH CARE COMMUNICATORS OF SAN DIEGO, INC.

1. Offices

2.1 General and Specific Purposes. This corporation is a nonprofit MUTUAL BENEFIT CORPORATION organized under the Nonprofit Mutual Benefit Corporation Law and is not organized for the private gain of any person. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law. The specific purpose of this corporation is to enhance the ability of health care professionals to support their organizations’ efforts to manage dynamic issues, prepare for the future and thrive in the continuously evolving health care industry. The organization is committed to providing members with the information, knowledge and professional development needed to face the future with increased insight, identify opportunities for success, and adapt to a rapidly changing industry.

Health Care Communicators of San Diego members have increasingly inter-related and overlapping responsibilities including strategic planning, marketing, public relations, managed care contracting, integrated system development, physician services, practice management, business development, communications, and biotech, pharmaceutical, medical device and government affairs.

Health Care Communicators of San Diego’s specific objectives are: 

Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation.

No part of the net earnings of the corporation shall inure to the benefit of any member, private shareholder or private individual, as defined in Internal Revenue Code section 501(c)(6). Upon dissolution, any assets of this organization shall be distributed evenly between the Society for Healthcare Strategy and Market Development of the American Hospital Association (www.shsmd.org) and the San Diego Youth and Community Services (www.sdycs.org).

2.2 No Members.  This corporation shall have no members within the meaning of the Nonprofit Corporation Law. The corporation’s board of directors may, in its discretion, admit individuals to one or more classes of members; the class or classes shall have such rights and obligations as the board finds appropriate.

2.3 Other Persons Associated With Corporation. This corporation may refer to persons or entities associated with it as “members,” even though those persons or entities are not members, but no such reference shall constitute anyone as a member within the meaning of Corporations Code section 5056.

2.4 Effect of Prohibition of Members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest under the California Non-Profit Mutual Benefit Corporation law in the members shall vest in the directors.

2.5  Membership

Section 1:  Pursuant to section 2.4 of these Bylaws, there shall be four classes of membership. They shall be designated: Individual, Corporate, Additional Corporate, Vendor/Sponsor, Student and Life.

Section 2:  Any person desiring to be a member shall complete a membership application.

Section 3:  To qualify for membership, the applicant must abide by the bylaws of the organization, have a reputation for professional and ethical conduct and should be engaged in the practice of marketing, marketing communications, public relations, communications, promotion and/or business development in the health care industry, interpreted to include students. Qualifications for each class of membership, as well as voting and other rights and privileges, shall be as follows:

1. Individual Member: Any person currently employed in marketing, marketing communications, public relations and business development in the health care industry. Privileges include voting for the board of directors, eligibility for elected office, access to information on meetings, events, projects and services, exclusive newsletter, members’ roster and reduced rates for meetings, workshops, events, and award entries. Membership is personal and not transferable.
    
2. Corporate Member: Any organization that comprises marketing, marketing communications, public relations and business development professionals working in the health care, biotech or medical device industry. Corporate members are entitled to membership privileges for any Additional Corporate designated individuals in the company. Corporate members may change the designated Additional Corporate individuals at any time during the year. Privileges for each designated Additional Corporate member are the same as for Individual Members.
    
3. Vendor/Sponsor Member: Restricted membership for individuals interested in networking with Health Care Communicators members, but not involved in health care public relations, marketing or advertising.
    
4. Student Member: Any student currently enrolled in journalism, communications, public relations, marketing programs or health administration at a college or university. Privileges are the same as Individual Members, however Student Members can serve on committees but cannot hold office, serve on the board or vote for the board of directors.
    
5. Life Member: Past-presidents automatically become life members. Others may be awarded life member status under special circumstances determined by a majority of the Board of Directors. Life members enjoy all the privileges of Individual and Corporate Members. They pay no membership dues.

Section 4:  Change of Address: An individual member who changes employers should notify corporation’s office of the change. Membership is not transferable except as provided in Section 3.b. above.

Section 5:  Retention of Membership: Members must renew membership annually.

Section 6:  Dues and new member fees shall be set by the Board, annually.

Section 7:  Establishment of Membership: Membership shall become effective upon approval of the Board of Directors and following completion of the application form and payment of initial membership dues. The membership chair, on behalf of the Board of Directors, will review applications for approval.

Section 8:  Membership in the corporation may be suspended, expelled, or terminated with or without cause by a majority vote of the Board of Directors.

Section 9:  Resignation: A member may at any time file his/her resignation from Health Care Communicators in writing with the membership chair. No refund will be given.

Section 10:  Loss of Eligibility: Any person who, because of change in position, is no longer eligible for membership shall automatically be terminated at the end of the year for which dues have been paid. If this person holds an office at the time, he/she may complete the term with the approval of the other members of the Board of Directors.

Section 11:  Failure to Comply: Any person who fails to comply with these Bylaws may be suspended or expelled.

3. Board of Directors

3.01 General Powers.   Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, and subject to any limitations of the articles of incorporation or bylaws regarding actions that require approval of the members, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.

3.02 Specific Powers.  Without prejudice to the general powers set forth in Section 3.01 of these bylaws, but subject to the same limitations, the board shall have the power to:

1. Appoint and remove, at the pleasure of the board, all corporate officers, agents, and employees; prescribe powers and duties for them as are consistent with the law, the articles of incorporation, and these bylaws; and require from them security for faithful service.
    
2. Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; conduct its activities in or outside California; and designate a place in or outside California for holding any meeting of members.
    
3. Adopt and use a corporate seal and alter the forms of the seal.

3.03 Number of Directors.  The board of directors shall consist of at least three (3) but no more than twenty (20) directors unless changed by amendment to these bylaws.

3.04 Restrictions on Interested Persons as Directors. No more than 49 percent of the persons serving on the board may be “interested persons.” An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.

3.04 Election, Designation, and Term of Office. All of the board of directors shall be nominated by the end of December and elected by the general membership by the end of January of each year by a vote of the individual and corporate members of the corporation; however, if any such director(s) is not elected by the end of January, they may be elected at any special board of directors meeting held for that purpose. Nominations of the directors shall be made by a Nominating Committee. The Nominating Committee shall be an ad hoc committee. It will prepare a slate of officers for election by mailed ballot in December of each year. The nominating committee shall be chaired by the president and composed of not more than four (4) other members, preferably past-presidents. The nominating committee shall present their recommendations to the board of directors by end of December of each year. A quorum shall consist of the total Individual and Corporate members of record, in good standing, who vote. The ballot for election of directors shall include provisions for write-in votes. All elections will be considered final based on a majority of votes. Installation of directors shall occur in January following the election to hold office for a term of one year. Each such director, including a director elected to fill a vacancy or elected at a special board of directors meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

3.05 Vacancies on Board of Directors. A vacancy or vacancies on the board of directors shall occur in the event of (a) the death or resignation of any director; (b) the declaration by resolution of the board of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Mutual Benefit Corporation Law; (c) the increase of the authorized number of directors; (d) the vote of a majority of the board to remove any director(s); or (e) the failure of the board, at any meeting of the board at which any director or directors are to elected, to elect the number of directors required to be elected at such meeting.

3.06 Resignation of Directors.  Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors.

3.07 Vacancies Filled by Board.  Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held according to notice or waivers of notice complying with Corporations Code section 5211, or (3) a sole remaining director.

3.08 No Vacancy on Reduction of Number of Directors.   Any reduction of the authorized number of directors shall not result in any director being removed before his or her term of office expires.

3.09 Place and Frequency of Board Meetings.  Meetings of the board shall be held once a month at any place within California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation

3.10 Meetings by Telephone or Other Telecommunications Equipment.   Any board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if all of the following apply:

1. Each member participating in the meeting can communicate concurrently with all other members.
    
2. Each member is provided 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 the corporation.
    
3. The board has adopted and implemented a means of verifying both of the following:

• A person participating in the meeting is a director or other person entitled to participate in the board meeting.
• All actions of or votes by the board are taken or cast only by the directors and not by persons who are not directors.

3.11 Annual and Other Meetings.  The annual meeting of the board shall be held, each year in the fall, at the time and on the day set by the board. At the annual meeting, the board shall address the election of a Board of Directors and officers, consider reports of the affairs of the Corporation and transact such other business as may properly be brought before the meeting. Other general meetings of the board may be held without notice at such time and place as the board may fix from time to time.

3.12 Order of Meetings. Meeting decorum shall be in accord with Robert’s Rules of Order, as revised. 

3.13 Authority to Call Special Meetings.  Special meetings of the board for any purpose may be called at any time by the chairman of the board, if any, the president or any vice president, the secretary, or any two directors.

3.14 Notice of Special Meetings.  Notice of the time and place of special meetings shall be given to each director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the director’s address or telephone number as shown on the corporation’s records. Notices sent by first-class mail shall be deposited in the United States mails at least five days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned, or sent, at least 48 hours before the time set for the meeting. The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.

3.15 Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board, subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the board, and (d) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

3.16 Waiver of Notice.  Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.

3.17 Adjournment.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

3.18 Notice of Adjourned Meeting.  Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

3.19 Action Without Meeting. Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an “interested director” as defined in Corporations Code section 5233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.

3.20 Reimbursement.  Directors and members of committees of the board, if any, for their services as directors or officers, and such reimbursement of expenses, as the board may establish by resolution to be just and reasonable as to the corporation at the time that the resolution is adopted and as reviewed by the president and Treasurer.

4.      Committees of Board of Directors

4.01 Creation and Powers of Committees.  The board, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of one or more directors and others who are directors, to serve at the pleasure of the board. Appointments to committees of the board shall be by majority vote of the directors then in office. The board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee shall have all the authority of the board, to the extent provided in the board resolution, except that no committee may:

1. Take any final action on any matter that, under the California Nonprofit Mutual Benefit Corporation Law, also requires approval of the members or approval of a majority of all members;
    
2. Fill vacancies on the board or any committee of the board;
    
3. Amend or repeal bylaws or adopt new bylaws;
    
4. Amend or repeal any resolution of the board that by its express terms is not so amendable or repealable;
    
5. Create any other committees of the board or appoint the members of committees of the board; or
    
6. Approve any contract or transaction to which the corporation is a party and in which one or more of its directors has a material financial interest, except as special approval is provided for in Corporations Code section 5233(d)(3).

4.02 Meetings and Actions of Committees. Meetings and actions of committees of the board shall be governed by, held, and taken under the provisions of these bylaws concerning meetings and other board actions, except that the time for general meetings of such committees and the calling of special meetings of such committees may be set either by board resolution or, if none, by resolution of the committee. Minutes of each meeting shall be kept and shall be filed with the corporate records. The board may adopt rules for the governance of any committee as long as the rules are consistent with these bylaws. If the board has not adopted rules, the committee may do so.

5. Officers of the Corporation

5.02 Election of Officers.  The officers of this corporation, except any appointed under Section 5.03 of these bylaws, shall be chosen annually as follows: All of the officers shall be elected by the end of January of each year by a vote of the individual and corporate members of the corporation; however, if any such officer(s) is not elected by the end of January, they may be elected at any special board of directors meeting held for that purpose. Nominations of the officers shall be made by a Nominating Committee. The Nominating Committee The Nominating Committee shall be composed of the president and not more than four (4) other members, preferably past-presidents. The nominating committee shall present their recommendations to the board of directors by the end of Decemberof each year. A quorum shall consist of the total Individual and Corporate members of record, in good standing, who vote. The ballot for election of officers shall include provisions for write-in votes. All elections will be considered final based on a majority of votes. Installation of officers shall occur in February at the Finest Awards following the election to hold office for a term of one year. Each such officer, including an officer elected to fill a vacancy or elected at a special board of directors meeting or by written ballot, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.

5.03 Appointment of Other Officers. The board may appoint and authorize the president or another officer to appoint any other officers that the corporation may require. Each appointed officer shall have the title and authority, hold office for the period, and perform the duties specified in the bylaws or established by the board.

5.04 Removal of Officers. Without prejudice to the rights of any officer under an employment contract, the board may remove any officer with or without cause. An officer who was not chosen by the board may be removed by any other officer on whom the board confers the power of removal. Board members who miss two consecutive meetings will be placed on probation; board members who miss three consecutive meetings will be terminated.

5.05 Resignation of Officers.  Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.

5.06 Vacancies in Office.  A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

5.07 President and President-Elect.  Subject to such supervisory powers as the board may give to the president and subject to the control of the board, the president shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers. The president shall preside at all members’ meetings and at all board meetings. The president shall have such other powers and duties as the board or the bylaws may require. The president-elect shall assist the president, act as president in the president’s absence and carry out other duties assigned by the president. If the president is unable or ineligible to fulfill the required term of office, the president-elect shall immediately assume the presidency for the duration of the un-expired term and shall continue to serve as president for the duration of the subsequent term. If both the president and president-elect are unable to perform the duties of their offices, the board shall elect a president pro tempore from either the vice president/programs or vice president/membership to serve the remaining portion of the president’s term. At the next regular election, a president and president-elect shall be elected in accordance with the Bylaws.

5.08 Past President. The past president may continue to serve on the board for one additional year in an advisory role only.

5.09 Vice Presidents.  If the president and president elect areabsent or disabled, the vice presidents for programs and membership, if any, in order of their rank as fixed by the board, or, if not ranked, a vice president designated by the board, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the board or the bylaws may require.

5.10 Committee ChairsCommittee chairs will be as follows: Publicity chair, Finest Awards chair, Sponsorship chair, Newsletter chair, Website chair and any others as designated by the board. Committee chairs may designate a committee co-chair at the discretion of the board.

5.11 Secretary.  The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board, of committees of the board, and of members’ meetings. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was annual, general, or special, and, if special, how authorized; the notice given; the names of persons present at board and committee meetings; and the number of members present or represented at members’ meetings.

The secretary shall keep or cause to be kept, at the principal California office, a copy of the articles of incorporation and bylaws, as amended to date.

The secretary shall keep or cause to be kept, at the corporation’s principal office or at a place determined by resolution of the board, a record of the corporation’s members, showing each member’s name, address, and class of membership.

The secretary shall give, or cause to be given, notice of all meetings of members, of the board, and of committees of the board that these bylaws require to be given. The secretary shall keep the corporate seal, if any, in safe custody and shall have such other powers and perform such other duties as the board or the bylaws may require.

5.12 Treasurer.  The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The treasurer shall send or cause to be given to the members and directors such financial statements and reports as are required to be given by law, by these bylaws, or by the board. The books of account shall be open to inspection by any director at all reasonable times.

The treasurer shall (i) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the board may designate; (ii) disburse the corporation’s funds as the board may order; (iii) render to the president and the board, when requested, an account of all transactions as treasurer and of the financial condition of the corporation; and (iv) have such other powers and perform such other duties as the board or the bylaws may require.

If required by the board, the treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer on his or her death, resignation, retirement, or removal from office.

6. General

6.01 Contracts With Directors and Officers. No director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s directors have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction, unless (a) the material facts regarding that director’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the board prior to the board’s consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the board by a vote sufficient for that purpose without counting the votes of the interested directors; (c) before authorizing or approving the transaction, the board considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.

This Section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation.

This Section does not apply to a transaction that is part of a public, charitable, or religious program of this corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the public, charitable, or religious program of this corporation.

6.02 Loans to Directors and Officers. This corporation shall not lend any money or property to or guarantee the obligation of any director or officer without the approval of the California Attorney General; provided, however, that the corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the corporation.

6.03 Indemnification.  To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Corporations Code section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.

On written request to the board by any person seeking indemnification under Corporations Code section 5238(b) or section 5238(c), the board shall promptly decide under Corporations Code section 5238(e) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or section 5238(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification, because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code section 5238(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.

6.04 Insurance.  This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.

6.05 Maintenance of Corporate Records.  This corporation shall keep:

1. Adequate and correct books and records of account;
    
2. Written minutes of the proceedings of its members, board, and committees of the board; and
    
3. A record of each member’s name, address, and class of membership.

6.06 Directors’ Right to Inspect. Every director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

6.07 Annual Report. The board shall cause an annual report to be sent to the members and directors within 120 days after the end of the corporation’s fiscal year. That report shall contain the following information, in appropriate detail:

1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
    
2. The principal changes in assets and liabilities, including trust funds;
    
3.  The corporation’s revenue or receipts, both unrestricted and restricted to particular purposes;
    
4. The corporation’s expenses or disbursements for both general and restricted purposes; and
    
5. An independent accountants’ report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation’s books and records.

This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors who request it in writing.

6.08 Annual Statement of Certain Transactions and Indemnifications.  As part of the annual report, or as a separate document if no annual report is issued, the corporation shall, within 120 days after the end of the corporation’s fiscal year, annually prepare and furnish to each director a statement of any transaction or indemnification of the following kind:

 (a) Any transaction (i) in which the corporation, or its parent or subsidiary, was a party, (ii) in which an “interested person” had a direct or indirect material financial interest, and (c) which involved more than $50,000 or was one of several transactions with the same interested person involving, in the aggregate, more than $50,000. For this purpose, an “interested person” is either:

           (1) Any director or officer of the corporation, its parent, or subsidiary (but mere common directorship shall not be considered such an interest); or

           (2) Any holder of more than 10 percent of the voting power of the corporation, its parent, or its subsidiary. The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

 (b) Any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation under Sections 6.02 of these bylaws.

6.09 Private Foundation Restrictions.  This corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Internal Revenue Code section 4942, shall not engage in any act of self-dealing as defined in Internal Revenue Code section 4941(d), shall not retain any excess business holdings as defined in Internal Revenue Code section 4943(c), shall not make any investments in a manner as to subject it to tax under Internal Revenue Code section 4944, and shall not make any taxable expenditures as defined in Internal Revenue Code section 4945(d).

6.10 Construction and Definitions.  Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

CERTIFICATE BY SECRETARY OF ADOPTION BY DIRECTORS

THIS IS TO CERTIFY that I am the duly elected, qualified, and acting Secretary of the above-named Corporation and that the above and foregoing Bylaws were adopted as the Bylaws of said Corporation by the Board of Directors of said Corporation or their duly appointed successors.

IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of February, 2008.

Juligie Santos,   
Secretary