CALIFORNIA NOW, INC, AKA,
CALIFORNIA NATIONAL ORGANIZATION FOR WOMEN
Adopted: JUNE 18, 2011
Section 1. Name. The name of this corporation is CALIFORNIA NOW, INC, AKA, CALIFORNIA NATIONAL ORGANIZATION FOR WOMEN (hereafter referred to in these bylaws as “CA NOW” or “corporation”).
Section 2. Principal Office. The principal office for the transaction of business of the corporation shall be located in California. The Board of Directors (“Board”) shall have the authority to set and change the precise location of the principal office so long as the principal office remains in the State of California. The corporation may also have offices at such other places within the State of California as its business may require and as the Board may from time to time designate.
Section 3. Purposes. The corporation is a nonprofit public benefit corporation organized under California law. The corporation is formed for the purpose of engaging in any lawful act or activity for which a nonprofit public benefit corporation may be organized under the law.
Specifically, the corporation is formed to take action to bring women into full participation in the mainstream of American society, exercising all privileges and responsibilities thereof in truly equal partnership with men. This purpose includes, but is not limited to, equal rights and responsibilities in all aspects of citizenship, public service, employment, education, and family life, and includes freedom from discrimination because of actual or perceived race, ethnicity, national origin, age, marital status, sexual orientation, gender identity, parenthood or any other category protected by federal and/or state laws.
Section 4. Limitations. CA NOW shall be bound by the bylaws and policies of the National Organization for Women (hereinafter “National”), and may take no action which is contrary thereto. In the absence of National policy, CA NOW policy may be established by the members on any subject directly related to the purposes of CA NOW. 2
Section 1. Voting Members. The corporation is organized with members, but without capital stock. Any person who is a member of National NOW and of a California NOW chapter, or is a member-at-large residing in California and who has paid state dues shall be eligible for voting membership in CA NOW. Voting members (also referred to as “members”) shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law. No person who subscribes to CA NOW’s purpose shall be excluded from membership, segregated or otherwise discriminated against within the organization.
Membership in CA NOW shall be verified by any of the following: a current National NOW membership card; inclusion on the National membership printout; submission of a cancelled check, or bank statement representing payment for membership; a confirmation email or printout from online membership payment or credit card statement or by the CA NOW financial records.
Section 2. Policy-Making Authority. The members shall constitute the policy-making body of CA NOW.
Section 3. Dues. Each member must pay annual dues in a timely manner.
Section 4. Good Standing. Those members who have, at least 60 days prior to a meeting, paid their required dues and have not been suspended or expelled by National shall be members in good standing.
Section 5. Termination of Membership. Membership shall terminate on the occurrence of any of the following events:
(a) Resignation of a member upon notice to the corporation;
(b) Expulsion pursuant to Section 6 of this Article
(c) Failure to pay annual dues.
Section 6. Expulsion from Membership. Only National may expel a member of CA NOW, and any such action shall be governed by the policies and procedures of National, so long as National’s policies and procedures for expulsion meet the minimum due process requirements contained in California Corporations Code Section 5341.
Section 7. No Property Rights/No Withdrawal Value. Membership in the corporation does not constitute an ownership interest in any asset of the corporation at any time. If a membership is terminated for any reason, the corporation shall not be liable for the payment of any amount whatsoever to the 3
member. Each member is received into membership on his/her express agreement to this provision.
Section 8. Transfer of Memberships. A membership or any right arising from membership may not be transferred to another person.
Section 9. Limitations. No person shall hold more than one membership in the corporation.
Section 10. Liability of Members. Except as provided by law, no member is liable for the corporation’s debts, liabilities, or obligations.
Section 11. Meetings of Members.
(a) Place of Meetings. Meetings of the members shall be held in any place within California designated by the Board.
(b) Annual Meeting. An annual meeting of members (also known as the State Conference) shall be held in the second quarter of each year at a time and place determined by the Board. At the State Conference, the members shall elect at-large delegates to attend National conferences, and may conduct any other proper business, subject to any limitations in law or these bylaws. Except for the annual membership dues, no CA NOW member shall be required to pay a fee in order to participate in the business of the State Conference and no distinction of any kind shall be drawn between those members who are able to pay fees and those unable to do so.
Written notice of the date and location for the annual meeting shall be sent to chapters at least 90 days in advance in accordance with the procedures provided in subsections (d) and (e) below. Written notice of the annual meeting shall be sent to each individual member of CA NOW at least 30 days in advance of the annual meeting in accordance with the procedures provided in subsections (d) and (e) below.
Requests from chapters to host an annual meeting shall be submitted to the Board at least 12 months prior to the meeting for which a request is submitted. If no chapter submits a request to host the annual meeting by the deadline, the Board shall determine a site for the meeting at least 9 months in advance. The Board shall select a site for each annual meeting that is in a different geographical area of the state than the previous year’s annual meeting. 4
(c) Special Meetings of the Members. A special meeting of the members for any lawful purpose may be called at any time by (1) the Board, or (2) five percent of the members.
A special meeting of members shall be called by written request, specifying the general nature of the business proposed to be transacted and submitted to the President or to the Secretary of the corporation. The officer receiving the request shall cause notice to be sent promptly to the members entitled to vote, in accordance with subsections (d) and (e) below, stating that a meeting will be held at a specified time and date. If the meeting is called by anyone other than the board, the meeting date shall be at least thirty-five (35), but not more than ninety (90) days after receipt of the request. If the Board calls the meeting, the meeting date may be any date for which appropriate notice is sent in accordance with subsections (d) and (e) below. If notice of a requested special meeting is not sent within twenty (20) days after receipt of the request, the person or persons requesting the meeting may send the notice.
No business other than the business, the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.
(d) Notice Requirements for Members’ Meetings. Written notice of any members’ meeting shall be sent, in accordance with these bylaws, to each member of the corporation. The notice shall specify the place, date, and hour of the meeting, and, (1) for a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) for the annual meeting, those matters that the Board, at the time notice is sent, intends to present for action by the members, but except as provided in Section 13 below, any proper matter may be presented at the meeting.
(e) Manner of Giving Notice for Meetings. Notice of any meeting of members shall be in writing and, except when otherwise specified in these bylaws, shall be sent at least thirty (30) but not more than ninety (90) days before the meeting date. Notice may be delivered either personally or by mail, charges prepaid, and shall be addressed to each member entitled to vote, at the mailing address of that member appearing on the books of the corporation or provided by the member to the corporation for purposes of notice.
Section 12. Waiver of Notice. A member’s attendance at a meeting shall constitute a waiver of notice of and presence at that meeting, unless the member 5
objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.
Section 13. Quorum. Thirty five (35) of the voting members of CA NOW shall constitute a quorum for the transaction of business at any meeting of members. Provided, however, that if any meeting of members is actually attended by less than one-third of the voting power, the only matters that may be voted on are those for which the general nature of the action was specified in the notice of the meeting.
Section 14. Loss of Quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum (or by a greater number if required by law or by the articles of incorporation or these bylaws). Any meeting may be adjourned by a majority of those members in attendance, whether or not a quorum is present.
Section 15. Act of the Members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number is required by law, or by the articles of incorporation or these bylaws.
Section 16. Eligibility to Vote/Number of Votes. Members entitled to vote at any meeting of members or by ballot shall be all those in good standing as defined in Article II, Section 4 as of the date the vote is taken. Each member shall be entitled to one vote at any annual or special meeting of members.
Section 17. Proxies. Proxy voting is not allowed.
Section 18. Action by Written Ballot Without a Meeting. Any action that may be taken at any meeting of members may be taken without a meeting by obtaining prior board approval and complying with the following procedure.
Such ballots shall be delivered in the manner required by Section 11(e). All solicitations of votes by written ballot shall (1) indicate the number of members responding needed to meet the quorum requirement, (2) state the percentage of approvals necessary to pass the action or actions, and (3) specify the time by which the ballot must be received by the corporation in order to be counted. Each ballot so distributed shall (1) set forth the proposed action, (2) provide an 6
opportunity to specify approval or disapproval of each proposal, and (3) provide a reasonable time in which to return the ballot to the corporation.
Action by written ballot shall be valid only when (1) the number of members casting ballots within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.
A written ballot may not be revoked. All written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for at least three years.
Section 19. Quadrennial Election of Officers The members shall elect the officers of CA NOW at the annual meeting in odd numbered years by majority vote of the credentialed members present and voting at the annual meeting, whose preferences are counted in the final tally. In the event that more than two (2) candidates are nominated for the same office, preferential voting shall be utilized. Balloting shall be conducted according to the parliamentary authority prescribed in these Bylaws. Preferential ballot counting shall be conducted according to the method adopted as policy by National NOW. Each candidate shall be entitled to one (1) poll watcher and one (1) count observer. An op-portunity for the candidates to speak to the members and answer questions shall be part of the agenda at the annual meeting.
Member Chapters and Districts
Section 1. Member Chapters. All authorized chapters of National that are located within the State of California shall be considered the Member Chapters of CA NOW.
Section 2. Districts. Two or more Member Chapters may be grouped into “Districts” by the Board in its sole discretion. 7
Board of Directors
Section 1. Powers of Board of Directors. The Board, subject to restrictions of law, the Articles of Incorporation, these bylaws, specific direction by the membership, and National, shall exercise all powers of the corporation. The Board shall utilize affirmative action practices in conducting the activities of CA NOW, and shall at all times exercise its authority in the best interests of the corporation and its members. Without limitation on its general power, except as specified herein, the Board may do the following:
(a) Policies. Adopt policies, rules and procedures for the management and operation of the corporation.
(b) Administration. Employ, retain, or authorize the employment of employees, independent contractors, agents, accountants, and legal counsel as it from time to time deems necessary or advisable in the interest of the corporation, prescribe their duties and fix their compensation.
(c) Annual Budget. Adopt an annual budget.
(d) Indebtedness. Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporation name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, liens, and other evidences of debt and securities.
(e) Gifts. Receive and accept gifts, devises, bequests, donations, annuities, and endorsements of real and personal property, and use, hold and enjoy the same, both as to principal and income, and to invest and re-invest the same or any part thereof for the furtherance of any objects, interests or purposes of this corporation.
(f) Contributions. Make such contributions as the Board determines are necessary and advisable in furtherance of the interests and purposes of this corporation.
(g) Fiscal Year. Fix and change the fiscal year of the corporation.
(h) Seal. Adopt and use a corporate seal provided that the name of the corporation and the state are shown on it. The seal may be affixed to such instruments as the Board shall direct. However, the lack of a corporate seal shall not, by itself, affect the legality of any document executed on behalf of the corporation. 8
(i) Contracts. Enter into contracts and agreements with individuals and with public and private entities for the advancement of the purposes for which the corporation is organized.
(j) Property. Acquire, construct and possess real and personal property.
(k) Bank Accounts and Special Funds/Credit Cards. Establish one or more bank accounts and/or special funds and credit cards in order to accomplish and further the purposes of the corporation.
(l) Political Action Committees. Establish and administer state political action committees in order to accomplish and further the purposes of the corporation.
(m) Committees. Appoint committees as provided in these bylaws.
(n) Ex officio members of the Board. Appoint any number of non-voting ex officio directors who the Board believes will make a contribution to the activities and operation of the corporation. Ex officio directors shall serve at the pleasure of the Board in an advisory capacity only and shall not have any of the rights or obligations applicable to voting directors under the law or these bylaws.
(o) Lobbying. Lobby local and state agencies and officials on issues important to the members of CA NOW. Provided however that lobbying at the local level will only be done at the request of a Member Chapter.
(p) Create and support subsidiary or related entities which the Board believes will enhance the purposes of the corporation.
(q) Other. Do and perform all acts and exercise all powers incidental to, or in connection with, or deemed reasonably necessary for the proper implementation of the purposes of the corporation.
Section 2. Number/Qualifications.
(a) The Board shall consist of at least 10 but no more than 75 directors, the exact number to be determined by resolution of the Board from time to time.
(b) Required Directors. Within the total number of directors, the directors shall include: 9
1) one director appointed or elected by each Member Chapter;
2) the seven officers elected by the membership: President, Action Vice-President, Program Vice President, Outreach Vice-President, Membership Vice President, Secretary, and Treasurer; and
3 ) one director elected by the Board from among former CA NOW Presidents.
(c) Qualifications. Every director must be a member in good standing of the corporation. Every director of the Board shall embody and perform their duties using an intersectional analysis that enables each of us to recognize the fact that perceived group membership can make people vulnerable to various forms of bias and because we are simultaneously members of many groups our complex identities can shape the specific way we each experience that bias. As a result, an intersectional approach goes beyond conventional analysis in order to focus our attention on injuries that we otherwise might not recognize. Intersectionality is thus a critical lens for bringing awareness and capacity to the social justice movement in order to expand and deepen its interventions in order to capture the interactive effects of race, gender, sexuality, class, etc. Specific further qualifications for directors who are officers are set forth in Article V of these bylaws.
Section 3. Election/Appointment of Directors.
(a) Directors representing Member Chapters: The director representing each Member Chapter shall be elected or appointed by each Member Chapter in accordance with each Member Chapter’s own procedures for nominating and electing or appointing directors.
(b) Directors elected as Officers: The officers (President, Action Vice-President, Program Vice President, Outreach Vice-President, Membership Vice President, Secretary, and Treasurer) shall be elected quadrennially by the membership at the annual meeting.. Nominations for officer positions shall be governed by Article V, Section 2 of these bylaws.
Section 4. Terms of Office/Term Limits. The term of office for all directors shall be two (4) years and all directors shall serve until expiration of the term for which elected or appointed and until a successor has been elected or appointed and qualified.
There shall be no limit on the number of terms a director elected by a Member Chapter may serve. 10
Directors who are the elected officers of the corporation shall serve no more than two (2) consecutive four-year terms in the same office, but may then serve two more consecutive four-year terms in a different office.
Section 5. Reduction of Number of Directors. No change of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
Section 6. Resignations/Removals. Any director or director/officer may resign by giving written notice to the President or the Secretary. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.
Any director or director/officer may be removed from the Board by a vote of the members who elected or appointed the director or director/officer, or by a vote of the Board if the Board appointed or elected the director. In the event the members seek to remove an officer from the Board, the officer shall be provided with an opportunity to be heard prior to the removal in accordance with reasonable due process procedures.
Section 7. Vacancies. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (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 declared of unsound mind by court order, (c) the vote of the members or Board, as applicable, to remove a director(s), (d) the increase of the authorized number of directors, or (e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at that meeting, or (f) any officer who fails to attend two (2) Board meetings without explanation or communication, and fails to respond within thirty (30) days to a certified letter shall be deemed to have abandoned her/his office. Said office shall be immediately declared vacant.
A vacancy in the office of President shall be filled for the remaining portion of the term by the Action Vice President, who may decline to serve without thereby relinquishing her/his office. In the event that the Action Vice President is unable to serve as President, then the Board at its next regularly scheduled meeting or special meeting called for this purpose, shall elect a President from among the Board members and members of the organization for the unexpired portion of the term. In the event of a vacancy in any office except the office of President, within seven (7) days of the vacancy nominations for replacement shall be requested from members of the Board. Nominations must be received within thirty (30) days from postmark date of the notice. The Executive Committee, at a meeting, via conference call, or by mail ballot, may elect to fill the office by majority vote, subject to ratification by the Board at the next regularly scheduled Board meeting. 11
Section 8. Filling Vacancies. Vacancies on the Board may be filled by the remaining directors on the Board. Any individual filling a vacancy pursuant to this section shall be a member of the corporation in good standing who meets all the qualifications for the position she is filling. An individual appointed to fill a vacancy shall serve until the end of the term of the director or officer/director whose vacancy they are filling.
Section 9. Annual and Special Board Meetings. Regular Board meetings shall be held no less than three times per year with no more than one per quarter. One regular Board meeting shall be held in conjunction with the Annual Membership Meeting and shall be called the Annual Board Meeting.
(a) Notice of meetings of the Board: Notice of meetings of the Board specifying the time and place of the meeting shall be sent to each director at least 30 days before the meeting by mail, electronic mail, or facsimile. Provided however that email or fax may only be used for notices if the director has consented to such methods of notice. Notice shall be deemed delivered when deposited in the U.S. mail or on confirmation of delivery if by facsimile or electronic mail.
(b) Other special meetings of the Board may be held from time to time on the call or at the request of 1) the President, or 2) twenty-five percent (25%) of the Board members.
(c) Special meetings may only consider agenda items that have been noticed for the meeting. Notice of Special Meetings of the Board: Special meetings of the Board must be noticed at least fourteen (14) days in advance.
Section 10. Place and Time of Meetings. Meetings of the Board shall be held at whatever place and time is designated from time to time by the Board or persons calling the meeting.
Section 11. Meetings by Telephone. Any meeting of the Board may be held by conference telephone, conference video, or similar communication equipment, so long as the following conditions are met:
(a) Each director participating in the meeting can communicate with all other directors concurrently.
(b) Each director 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 Board. 12
(c) The Board adopts and implements some means of verifying both of the following:
(1) A person communicating by telephone, electronic video screen, or other communications equipment is a director entitled to participate in the Board meeting.
(2) All statements, questions, actions or votes were made by that director and not by another person not permitted to participate as a director.
Section 13. Waiver of Notice and Consent to Meetings. 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 does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
Section 14. Quorum. One-third (1/3) of the authorized number of directors, including at least two of the elected officers, shall constitute a quorum of the Board for the transaction of business. When determining the number of directors representing chapters for quorum purposes, only those chapter directors that have attended the previous two Board meetings shall count towards the quorum count.
Section 15. Act of the Board. Unless otherwise restricted by law or these bylaws, every act or decision done or made by a majority of directors present at a meeting duly held at which a quorum is present shall be regarded as an act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of a director(s), if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
Section. 16. Adjournment. A majority of the directors present, whether or not a quorum, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Any business that might have been transacted at a meeting as originally noticed may be transacted at an adjourned and rescheduled meeting.
Section 17. Closed Meetings. In general, members of the corporation who are not directors may attend any meeting of the Board. However, a meeting of the 13
Board may be closed so that only directors and necessary third parties are present if the Board, by majority vote, finds that such action is in the best interests of the corporation.
Section 18. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all directors on the board individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes. An action by written consent shall have the same force and effect as a unanimous vote of the directors. For purposes of this section only, “all directors on the board” does not include an “interested director” as defined in Section 5233 of the California Corporations Code insofar as it is made applicable pursuant to Section 7238 of the California Corporations Code.
Section 19. Compensation of Directors. Except for the President, directors shall not receive compensation for their services as directors. Directors may, at the discretion of the Board, receive reimbursement for travel and other actual expenses related to activities on behalf of the corporation if authorized by the Board.
Section 20. Voting Power. For all purposes, the voting power of each voting director shall be one vote.
Section 21. Property Rights. No director or director/officer shall have any property rights in any assets of the corporation.
Section 1. Officers. The membership shall quadrennially elect a President, Action Vice-President, Program Vice President, Outreach Vice-President, Membership Vice President, Secretary, and Treasurer, all of whom are referred to as “elected officers”.
Subject to any specific qualifications, an officer must have been a member in good standing of CA NOW for at least the preceding six (6) months. No individual may hold more than one officer position at the same time.
The elected officers may delegate such duties as may be necessary to allow them to implement the performance of their offices, but they may not delegate their responsibilities. The officers shall be responsible at all times to the Board and to the members. 14
Section 2. Nominations of Officers.
(a) At the first Board meeting following the annual meeting (State Conference) at which no election of officers was scheduled, a Nominations Committee shall be elected by the Board in accordance with Article VI, Section 2(a)(5) of these bylaws.
(b) It shall be presumed that, for each officer election all eligible members of the organization are automatically nominated sixty days prior to the annual meeting (state conference). Those members who are willing to be candidates shall confirm their nomination in writing to the Nominations Committee no later than sixty days prior to the annual meeting.
Nominees who do not submit such confirmation shall be deemed to have withdrawn.
(c) Evidence that a nominee has met the qualifications for the desired officer position must be submitted by the nominee to the Nominations Committee in writing as part of the required Nominating Statement. The Nominations Committee shall review the Nominating Statements and shall decide by majority vote that the requirements for office are met by the nominees. If the Nominations Committee finds that any nominee fails to meet the required qualifications, the Nominations Committee shall ask the nominee to provide further verification of qualification before making a final determination. Candidates and/or members believing a qualification determination error has occurred retain their grievance due process rights.
Section 3. Terms of Office/Term Limits. The term of office for elected officers is four years and until a successor is elected and qualified. Newly elected officers shall take office 30 days after election results are finalized. Elected officers are subject to the term limits set forth in Article IV, Section 4 of these bylaws.
Section 4. Compensation of Officers. Except for the President and as otherwise excepted below, the elected officers of the corporation shall not receive compensation for their services as officers.
Honoraria received by officers from speaking engagements shall revert to the corporation, less expenses incurred by the officer in attending the engagements. Provided, however, that the Board in its discretion may refund to the officer a percentage of the speaker’s fees at a later date.
Section 5. Removal of Officers. The removal of an officer shall be governed by Article IV, Section 6 of these bylaws. 15
Section 6. Qualifications and Duties.
(a) President. An individual nominated and elected as President shall
have a) been a member in good standing of CA NOW for no less than two years, b) held a Chapter or CA NOW elected office for no less than one year, or served as Chair of a CA NOW committee for no less than one year, c) demonstrated administrative ability, and d) attended at least four California NOW Board Meetings in the previous five years.
The President shall be a voting member of the Board and the principal officer of the Corporation. S/he shall be the spokesperson for the organization, but may from time to time delegate such functions to other State Officers. The President shall be salaried, unless s/he chooses the Administrator Option described below.
The President shall preside at all meetings of the organization and of the Board. S/he may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board, any documents or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statue to some other officer or agent of the Corporation. The President shall supervise the paid staff of the organization unless the administrator option is chosen. The President shall be an ex officio member of all issues committees, the Finance and Budget Committee and the Legislative Committee.
If the President is absent from the state or is unable to perform his/her duties for more than 72 hours without prior telephone and/or written notice to the Action Vice President and the Secretary, the Action Vice President shall perform the duties of the President. If the President is absent form the state or unable to perform her/his duties for a period of more than two (2) weeks, the Action Vice President shall perform the duties of the President.
Administrator Option: The President may either be full-time and compensated, or may instead designate an Administrator to be a full-time and compensated assistant, or with approval of the Board, prior to the election, there may be an agreement to share the time and compensation. The Administrator shall be a member of California NOW, Inc. Candidates for the office of President must specify before the election 1) whether each would be full-time and compensated, or 2) whom each would appoint as full-time compensated Administrator.
If an Administrator is to be appointed, it shall be done as soon as election results are final, and the name shall be submitted for final approval by the Board at its first meeting immediately following the State Conference at which elections are held. 16
The Administrator shall be an ex-officio member, without vote, of the Board and of the Executive Committee. The Administrator shall be directly responsible to the President. The President may terminate the Administrator, in accordance with personnel policy, followed by a report to the Board. In case of a vacancy in the position of Administrator, the President may appoint a new Administrator, subject to Board approval.
Salary, whether received by a full-time President or by a full time Administrator shall be determined by the Board prior to the State Conference at which election of officers is scheduled when the annual budget is approved.
(b) Action Vice-President. An individual nominated and elected as Action Vice-President shall have a) been a member in good standing of CA NOW for no less than two years, b) held a Chapter or CA NOW elected office for no less than one year, or served as Chair of a CA NOW committee for no less than one year, c) demonstrated the ability to organize actions and direct political activity, and d) attended at least four California NOW Board meetings in the previous five years.
Once elected, the Action Vice-President shall be responsible for directing CA NOW’s political activity, shall be responsible for implementing the NOW Action Agenda, shall serve as an advisor to all issue committees and to the Member Chapters, shall report quarterly to the membership regarding Board and conference resolutions, and shall be a member of any legislative committee and political action committee established by the Board.
(c) Program Vice-President. An individual nominated and elected as the Program Vice-President shall a) have been a member in good standing of CA NOW for no less than one year, and b) have attended at least one CA NOW Board meeting in the previous five years .
The Program Vice-President shall be responsible for advancing the internal and external health of CA NOW by: 1) consistently educating activists on the intersections of discrimination and privilege; 2) by providing activists with tools to help dismantle dominance; and 3) by assisting members/chapters in developing methods to educate and activate the public.
(d) Outreach Vice-President. An individual nominated and elected as the Outreach Vice President shall a) have been a member in good standing of CA NOW for no less than one year, b) have attended at least one CA NOW Board meeting in the previous five years.
The Outreach Vice-President shall encourage the involvement of young people in CA NOW, assist in the recruitment of intersectional feminist activist and provide all appropriate assistance for the advancement of intersectional feminist activists 17
within the organization. S/he shall encourage and promote the representation and leadership of intersectional feminists in all levels of CA NOW. S/he shall be responsible for advancing the internal and external health of CA NOW by: 1) developing a recruitment plan, 2) educating activists across social justice movements, and, 3) supplying support and empowerment to intersectional feminist activists across social justice movements.
(e) Membership Vice President. An individual nominated and elected as the Membership Vice-President shall a) have been a member in good standing of CA NOW for no less than one year and b) have attended at least one CA NOW Board meeting in the past five years. The Membership Vice President shall be a voting member of the Board. S/he shall be responsible for the membership program and services, and the chapter development program of the organization. S/he shall coordinate the convening of new chapters in consultation with the President, and assist in their development.
The Membership Vice President shall be responsible for advancing the internal and external health of CA NOW by: 1) consistently educating activists across social justice movements on the intersections of discriminations and privilege ; 2) by providing activists with the tools to support and empower intersectional feminist activists across social justice movements ; and 3) by assisting members/chapters in developing methods to educate and activate the public.
(f) Secretary. The Secretary shall keep, or cause to be kept, at the principal office or other place that the Board may designate, a book of minutes of all membership meetings and meetings of the Board and Executive Committee, stating the time and place, whether regular or special, and, if special, how authorized, the notice given, the names of those directors present, and the proceedings of those meetings. The Secretary shall keep, or cause to be kept, a regular showing of the names of the members and directors, their addresses and telephone numbers. In the absence of the President and the Action Vice-President, the Secretary shall perform all the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions of the President. The Secretary shall give, or cause to be given, notice of all meetings; shall keep the seal of the corporation, if any, in safe custody; and shall have whatever powers and duties may be prescribed from time to time by the Board.
(g) Treasurer. An individual nominated and elected as Treasurer of the corporation shall have previous experience with bookkeeping or accounting procedures, and be cognizant of the duties, responsibilities, and liabilities involved in acting as the chief financial officer of a nonprofit corporation.
Once elected, the Treasurer shall be the Chief Financial Officer of the corporation. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, 18
receipts, disbursements, gain, losses, capital and surplus. Except as limited by law, the books of account shall be open to inspection at all reasonable times by any member or director. The Treasurer shall cause to be filed all reports required by government entities, including but not limited to the Internal Revenue Service, the California Franchise Tax Board, and the Secretary of State. In the absence of the President, the Action Vice-President and the Secretary, the Treasurer shall perform all the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions of the President.
The Treasurer shall report quarterly to the Board, and to the President on request, regarding the transactions and of the financial condition of the corporation, and shall have whatever other powers and duties may be prescribed by the Board.
Section 1. Committees of the Board.
(a) Creation/Composition/Authority. The Board may create one or more ”committees of the Board”, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by a majority vote of the Board. Any such committee, to the extent provided in the Board resolution creating the committee, shall have all the authority of the Board, except that no committee may:
(1) Fill vacancies on the Board or on any committee that has the authority of the Board;
(2) Amend or repeal Bylaws or adopt new Bylaws;
(3) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;
(4) Create any other committees of the Board or appoint the members of committees of the Board; or
(5) 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 allowed by the California Corporations Code.
(b) Notice Requirements for Committees of the Board. Written notice, via express mail, fax, or email, shall be provided to all committee members at least 48 hours in advance of any meeting of a committee of the Board. Provided, 19
however, that this notice may be waived in writing, or by the committee member’s actual attendance at the meeting.
(c) Quorum for Committees of the Board. A majority of the voting members of any committee of the Board shall constitute a quorum, and the acts of a majority of the voting members present at a meeting at which a quorum is present shall constitute the act or recommendation of the committee.
(d) Executive Committee. The Executive Committee shall be a “standing committee of the board” subject to all the rules applicable to “committees of the board” described in this Article. The Executive Committee shall consist of the elected officers of the corporation and shall be chaired by the President.
In the event serious financial, legislative or administrative issues require immediate action between board meetings, the Executive Committee may act on behalf of the Board so long as such action is not inconsistent with National or CA NOW policy or these Bylaws. Minutes of Executive Committee meetings shall be distributed to each member of the Board within 15 days after each Executive Committee meeting. Executive Committee decisions shall be presented to the Board for ratification at its next meeting. Notwithstanding any other provision in these bylaws, meetings of the Executive Committee shall be held only after a minimum of three (3) reasonable attempts have been made to notify each member of the Executive Committee. The President and Secretary shall be responsible for notifying Committee members of each Executive Committee meeting, and shall document her/his attempts to do so. In the event that an Executive Committee member cannot be located, the meeting may be held, provided that a quorum of the Committee has been contacted and is present to participate.
The Executive Committee shall have final decision-making authority with respect to personnel matters, although decisions made and actions taken with respect to personnel shall be communicated to the full Board in accordance with the requirements above.
The Executive Committee shall utilize affirmative action practices in conducting the activities of CA NOW and shall be responsible for overseeing the implementation of the CA NOW Affirmative Action Plan.
Section 2. Advisory Committees. The Board may also establish advisory committees composed of two or more directors and any number of other interested persons who are not directors. Advisory committees shall provide advice and recommendations to the Board but shall not have the authority of the Board or any final decision making authority.
(a) Standing Advisory Committees: 20
(1) Grievance Committee. The Board shall elect a Grievance Committee Chair from among the directors. The Board shall elect the members of the Grievance Committee at its first meeting following the annual meeting (State Conference) at which elections are held. Additional appointments to the Grievance Committee and all other policies and procedures shall be in accordance with the Grievance Standing Rules.
(2) Personnel Committee. The Personnel Committee shall be composed of three to five individuals, all of whom shall be CA NOW members. Among the individuals elected to the Personnel Committee, one shall be an employee staff member, one shall have expertise in human resources, and not more than two shall be directors who are not officers. The Personnel Committee shall propose changes to the personnel policies of the organization, including but not limited to: interview guidelines, hiring/firing procedures, job performance standards, compensation packages, and job descriptions. The Personnel Committee shall present these as recommendations to the Board for final approval. The Board shall elect the members of the Personnel Committee at its first meeting following the annual meeting (State Conference) at which elections are held.
(3) Finance and Budget Committee. The Treasurer shall serve as chair of the Finance and Budget Committee, and the President and Action Vice-President shall serve as members of the Committee. In addition to the Treasurer, President, and Action Vice President, the Finance and Budget Committee shall consist of four individuals elected by the Board who are either directors or members of CA NOW. The Board shall elect the members of the Finance and Budget Committee at its first meeting following the annual meeting (State Conference) at which elections are held.
(4) Bylaws Committee. The Bylaws Committee shall be composed of two officers and three other individuals who are members of CA NOW. The Board shall elect the members of the Bylaws Committee at its first meeting following the annual meeting (State Conference) at which elections are held. The Bylaws Committee shall develop and/or receive and review proposed bylaw amendments and make recommendations to the Board and/or the membership regarding proposed amendments. Amendments recommended by the Bylaws Committee must be adopted in accordance with Article X below.
(5) Nominations Committee. The Nominations Committee shall be composed of a Chair and two other members elected by the Board, except that officers and candidates shall not be eligible to serve on the Nominations Committee. The Board shall elect the members of the Nominations Committee at its first meeting following the annual meeting (State Conference) at which no elections are held. The purpose of the Nominations Committee is to solicit and present nominations for the elected officers of CA NOW. 21
(6) Elections Committee. The Elections Committee shall be composed of a chair and two other members elected by the Board, except that officers and candidates shall not be eligible to serve on the Elections Committee. The Board shall elect the members of the Elections Committee at its first meeting following the annual meeting (State Conference) at which no elections are held.
(7) Legislative Advisory Committee. The Legislative Advisory Committee shall be appointed by the President. The President shall chair the committee. The purpose of the committee is to review California legislation and make recommendations to the board. The committee adheres to the policies established in the Legislative Advisory Committee Operating Rules.
Section 3. Meetings by Telephone. Any meeting of a committee may be held by conference telephone or similar communication equipment in the same manner provided for in Article IV.
Political Action Committee
Section 1. Purpose. The purpose of the CA NOW Political Action Committee (hereinafter “PAC”) shall be to endorse candidates for office, raise and expend monies for the purpose of influencing the nomination and election of candidates for political office that further the mission of CA NOW, and/or the support or opposition of ballot measures and initiatives that further the goals and objectives of CA NOW.
Section 2. Composition. The CA NOW PAC shall be composed of the following individuals who shall have been members in good standing for six months or more prior to their election:
a. The CA NOW President (who shall chair the PAC);
b. The CA NOW Action Vice-President;
c. Two CA NOW members from each District, elected by and from among the members (one of the two from each District shall not also be officers of the corporation); and
d. One individual chosen by the CA NOW Board who is willing to serve as the Treasurer of the PAC and understands the liability associated with the position of Treasurer of a political action committee.
The Administrator of CA NOW, if applicable, shall serve as a non-voting, ex officio member of the PAC. 22
Section 3. Operating Rules. The PAC shall propose Operating Rules for its own governance which shall be submitted to the CA NOW Board for approval. Any amendments to the Operating Rules shall also be submitted to the CA NOW Board for approval.
Section 4. Accounts and Legal Compliance. All PAC records, notes, and books of accounts shall be maintained at the CA NOW’s principal office in California. The PAC Treasurer shall take all necessary steps to ensure compliance with all applicable laws, regulations, and reporting requirements.
Liability, Indemnification, and Insurance
Section 1. Liability. Subject to any limitations contained in the California Corporations Code, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any volunteer director or officer of the corporation based on any alleged failure to discharge the person’s duties as a volunteer director or officer if the duties are performed in accordance with the standards of conduct provided for in the California Corporations Code.
Section 2. Indemnification.
(a) Right of Indemnity. To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, 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 Section 5238(a) of the California Corporations Code.
(b) Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in 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 23
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 Section 5238(e) whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the members present at the meeting shall authorize the indemnification.
Section 3. Insurance. The Board may adopt a resolution authorizing the purchase and maintenance of an insurance policy or policies or bond on behalf of its directors, officers or employees against any liabilities, other than for violating provisions against self-dealing, incurred by the director, officer or employee in such capacity or arising out of their status as such.
Section 1. Inspection of Records. The members and directors of the corporation shall have the right to inspect the records of the corporation to the extent and under the circumstances provided by the California Nonprofit Public Benefit Corporation Law.
Section 2. Annual Report. Within 120 days after the close of the corporation’s fiscal year, the Board shall cause an annual report to be prepared in accordance with Section 8321 of the California Corporations Code. The report shall be made available to any member who requests a copy.
Section 3. Annual Statement of Transactions and Indemnifications. As part of the annual report described in Section 2 above, the Board shall cause to be prepared a statement of any transaction of indemnification if required by Section 8322 of the California Corporations Code.
Section 4. Fiscal Year. Unless changed by the Board, the fiscal year of the corporation
shall begin on the first day of January and end on the last day of December of each year.
Section 5. Signatures. Every CA NOW bank account shall have on file with the bank the signatures of at least two (2) of the following, President, the Action Vice-President, the Treasurer, the Secretary, or the Administrator, if applicable, and one additional officer. Two (2) of the five signatures shall be required on every check over five thousand dollars. One individual serving as both the President and the Administrator shall not count as “two” of the five signatures.
Section 6. Conflicts of Interest. Board members and committee members must actively seek to avoid situations and activities that create an actual or potential conflict between the individual’s personal interests and the interests of 24
the corporation. If a Board member or committee member believes that a conflict exists relative to a particular issue being considered by the Board or any committee, he or she shall disclose the conflict to the Board or committee, as appropriate, and abstain from discussion or voting on the issue.
For purposes of this section and these bylaws, a “conflict of interest” means a situation in which a Board or committee member is part of a discussion or decision by the Board or a committee which has the potential to financially benefit that Board or committee member or a member of that Board or committee member’s immediate family. “Immediate family” means, spouse or same-sex/domestic partner, children, parents, siblings, parents-in-law, or siblings-in-law.
Both the fact and the appearance of a conflict of interest should be avoided. Board members or committee members who are unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with the President, who will determine whether disclosure to the Board or the assistance of legal counsel is required.
Section 6. Intellectual Property. All intellectual property prepared or purchased by or on behalf of the corporation, including but not limited to newsletters, educational, promotional, and training materials, contracts, trade names, logos, service marks, membership lists, contributor lists, and research results, shall be the exclusive property of the corporation and Board members agree to deal with it as such. Board members agree that they will not sell, transfer, publish, modify, distribute, or use for their own purposes, the intellectual property belonging to the corporation without prior approval by the Board memorialized in a writing signed by the President.
Section 7. Required Disclosures. CA NOW shall comply with the disclosure requirements of federal and state agencies to which it is subject, including but not limited to making the corporation’s annual exempt organization filing (IRS Form 990) available to the public.
Section 8. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular includes the plural, the plural includes the singular, the masculine includes the feminine and neuter, and the term “person” includes both an individual and an entity.
Section 9. Roberts Rules of Order. The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the meetings of the corporation in all cases to which they are applicable and in which they are not in conflict with the Articles of Incorporation, the Bylaws, or the California Nonprofit Public Benefit Corporation Law. 25
Section 1. Amendment to Bylaws. These bylaws may be amended, or repealed and new bylaws adopted, by a two-thirds (2/3) vote of the members at any duly called and noticed annual meeting (State Conference) where a quorum is present, or by a majority vote of the members by written ballot pursuant to the procedures in Article II, Section 18 of these bylaws, provided that (a) proposed amendments or new bylaws have been proposed by the Board, a CA NOW committee, a Member Chapter, or a petition of five percent (5%) of the members, and (b) proposed amendments or new bylaws have been sent to all members in good standing not less than thirty (30) days prior to the meeting at which the proposed amendments or new bylaws will be discussed and voted on.
Section 1. Voluntary Dissolution. The corporation may be voluntarily dissolved at any time by a vote of the members. If the members approve the dissolution, the directors shall promptly cease operations and proceed to wind up and dissolve the corporation.
Section 2. Remaining Assets. Upon the dissolution of the corporation, all debts thereof shall be paid and its affairs settled, and all remaining assets shall be distributed to National or to Member Chapters as determined at the time of dissolution by the CA NOW Board in its sole discretion.26
CERTIFICATE OF SECRETARY
CALIFORNIA NOW, INC. AKA, CALIFORNIA NATIONAL ORGANIZATION FOR WOMEN
I certify that I am the duly elected and acting Secretary of CALIFORNIA NOW INC, AKA CALIFORNIA NATIONAL ORGANIZATION FOR WOMEN, a California nonprofit public benefit corporation, that the above Bylaws, consisting of 25 typewritten pages including this page, are the Bylaws of this corporation as adopted by the membership on June 18, 2011, and approved by the Membership on June 18, 2011, and that they have not been amended or modified since that date.
Executed on the 5 day of July, 2011 at Santa Ana, California.
Linda Long, Secretary