Bylaws of Team PRIDE, Inc.
Article I. Offices
Article II. Members
Article III. Board of Directors
Section 2. Number
Section 3. Tenure
Section 4. Removal and resignation
Section 5. Vacancies
Section 6. Interested Persons
Section 7. Compensation
Section 8. Meetings
B. Special Meetings
C. Electronic Participation
E. Manner of Acting
Section 10. Non-liability of Directors
Section 11. Rights of Inspection
Article IV. Officers
Section 2. Election and Term of Office
Section 3. Subordinate Officers
Section 4. Removal and Resignation
Section 5. Vacancies
Section 6. Compensation
Section 7. President
Section 8. Chief Financial Officer
Section 9. Secretary
Section 10. Assistant Chief Financial Officers and Assistant Secretaries
Article V. Committees
Section 2. Other Committees
Section 3. Term of Office
Section 4. Chairperson
Section 5. Vacancies
Section 6. Rules
Article VI. Indemnification
Article VII. Contracts, Checks, Deposits and Funds
Section 2. Checks and Drafts
Section 3. Deposits
Section 4. Gifts
Article VIII. Fiscal Year
Article IX. Waiver of Notice
Article X. Amendments to Bylaws
Article XI. Amendments to Articles
Section 2. Certain Amendments
Article XII. Corporate Profits and Assets
The principal office of Team PRIDE, Inc. (the "Corporation") in the State of California will be located in the City of San Francisco, County of San Francisco. The Board of Directors (the "Board") is granted full power and authority to change said principal office from one location to another. The Corporation may have such other offices, either within or without the State of California, as the Board may determine or as the affairs of the Corporation may require from time to time.
The Corporation will have and continuously maintain a registered office, and a registered agent whose office is identical with the registered office. The registered office may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board.
The Corporation shall have no members. Any action for which the California Corporations Code makes no specific provision applicable to a Corporation which has no members and which otherwise requires the approval of a majority of all members shall require only approval of the Board, in accordance with Section 5310(b) of the California Corporations Code. All rights which otherwise would vest in the members shall vest in the Board.
Nothing in this Article II shall be construed as limiting the right of the Corporation to refer to persons associated with it as "members" even though such persons are not members, and no such reference shall constitute anyone a member, within the meaning of Section 5056 of the California Corporations Code. The Corporation may confer by amendment of its Articles of Incorporation (the "Articles") or of these Bylaws some or all of the rights of a member, as set forth in the California Corporations Code, upon any person or persons who do not have the right to vote for the election of directors or on a disposition of substantially all of the assets of the Corporation or on a merger or on a dissolution or on changes to the Corporation's Articles or Bylaws, but no such person shall be a member within the meaning of said Section 5056.
Subject to limitations of the Articles and these Bylaws, the activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board. Directors need not be residents of the State of California. The Board may delegate the management of the activities of the Corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:
Nothing in this Article III. shall be construed as limiting the right of the Corporation to form an advisory board or boards which may be composed of persons and having advisory functions designated by the Corporation or the Board in its or their sole discretion.
The initial Board will be selected by the Corporationís incorporators and shall consist of not less than one nor more than seven directors, as the incorporators deem appropriate.
After the selection of the initial Board, the number of directors henceforth will be not less than one nor more than seven, with the exact number of directors to be fixed, within these limits, by approval of the Board.
Directors shall be elected at annual meetings of the Board. The term of office of each director shall be three years, and each director will hold office until the expiration of the term for which he or she was elected and until his or her successor will have been elected and qualified.
Any director may be removed without cause if the removal is approved by a majority of the directors then in office.
Any reduction in the authorized number of directors does not remove any director prior to the expiration of the directorís term of office.
Except as provided in these Bylaws or by law, a director may not be removed prior to the expiration of the directorís term of office.
Any director may resign effective upon giving written notice to the President, the Secretary or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Except upon notice to the Attorney General of California, no director may resign where the Corporation would then be left without a duly elected director or directors in charge of its affairs.
The Board may declare vacant the office of a director who has been declared of unsound mind by a final order of court; or has been convicted of a felony; or has been found by a final order or judgment of any court to have breached any duty under Article 3 of the California Nonprofit Corporation Law; or has failed to attend three or more meetings of the Board.
The Board, by a majority vote of the directors who meet all of the required qualifications to be a director, may declare vacant the office of any director who fails or ceases to meet any required qualification that was in effect at the beginning of that director's current term of office.
A vacancy in the Board shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors is increased.
Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board, or by a sole remaining director. A director elected to fill a vacancy will be elected for the unexpired term of his or her predecessor in office.
Any other provision of these Bylaws notwithstanding, not more than 49 percent of the persons serving on the Board may be interested persons.
For the purposes of this Section, "interested persons" means either:
Directors as such will not receive any stated salaries for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained will be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
The Board shall hold an annual meeting for the purpose of organization, selection of directors and officers, and the transaction of other business. The regular annual meeting of the Board will be held at any place within or without the State of California which has been designated from time to time by the Board. In the absence of such designation, the annual meeting will be held at six oíclock PM local time in Las Vegas, Nevada, on the Thursday preceding the American Taekwondo Associationís Spring National Tournament each year.
The Board may provide by resolution the time and place, either within or without the state of California, for the holding of additional regular meetings of the Board without other notice than such resolution.
Special meetings of the Board may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of California, as the place for holding any special meeting of the Board called by them.
Notice of any special meeting of the Board will be given at least four days previously thereto by first-class mail; or forty-eight hours previously thereto by written notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.
If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by a voice messaging system or other system or technology designed to record and communicate messages, such notice will be deemed to be delivered when the message has been recorded. If notice is given by telegraph, facsimile, electronic mail, or other electronic means, then such notice will be deemed to be delivered when the message has been transmitted by the sender.
Any director may waive notice of any meeting either before or after the meeting by signing a written waiver of notice and filing it with the corporate records or making it a part of the minutes of the meeting. The attendance of a director at any meeting will constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Special meetings of the Board may be held at a place within or without the state of California that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, designated in the Bylaws or by resolution of the Board.
Members of the Board may participate in a meeting through use of conference telephone, or similar communications equipment, as long as all members participating in the meeting are able to hear one another.
A majority of the Board will constitute a quorum for the transaction of business at any meeting of the Board.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four hours, notice of an adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board, unless the act of a greater number is required by law, by the Articles or by these Bylaws.
A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting, or a greater number required by law, the Articles or these Bylaws.
An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as the unanimous vote of the directors. For the purposes of this paragraph only, "all members of the Board" shall not include an "interested director" as defined in Section 5233 of the California Corporations Code.
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation.
The officers of the Corporation will be a President, a Secretary, and a Chief Financial Officer. The Corporation also may have, at the discretion of the Board, a Chairman of the Board, one or more Vice Presidents, and such other officers with such titles and duties as shall be determined by the Board in accordance with Section 3 of this Article IV.
Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as the President or the Chairman of the Board.
The officers of the Corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV. will be elected annually by the Board at the regular annual meeting of the Board. If the election of officers will not be held at such meeting, such election will be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board. Each officer will hold office until his resignation, removal, or other disqualification from service, or until his successor will have been duly elected and will have qualified; provided, however, that officers shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
The Board may elect or appoint or empower the President to appoint such other officers, as it deems desirable, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine.
Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal will be without prejudice to the contract rights, if any, of the officer so removed. Any officer may resign at any time upon written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation. In all cases, any salaries received by officers of the Corporation shall be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the charitable or public purposes of the Corporation.
The President will be the general manager and chief executive officer of the Corporation and will in general supervise and control all of the business and affairs of the Corporation. The President will preside at all meetings of the Board. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments, which the Board has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general the President will perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
If required by the Board, the Chief Financial Officer will give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board determines. The Chief Financial Officer will have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as are selected in accordance with the provisions of these Bylaws; and in general perform all the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to the Chief Financial Officer by the President or by the Board.
The Secretary will keep the minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation, if any, is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address, telephone number, facsimile number and e-mail address of each officer and each member of the Board which shall be furnished to the Secretary by such officer or Board member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board.
If required by the Board, the Assistant Chief Financial Officers, if any, shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine. The Assistant Chief Financial Officers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Chief Financial Officer or the Secretary or by the President or the Board.
The Board may create one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Appointments to such committees shall be by a majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The Board may delegate to such committees any of the authority of the Board, to the extent provided in the resolution of the Board, except with respect to:
The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual director, of any responsibility imposed upon the Board or a director by law.
Other committees not having and exercising the authority of the Board in the management of the Corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be directors or officers of the Corporation, and the President of the Corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
Each member of a committee shall continue as such until the next regular annual meeting of the Board and until the memberís successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
The provisions of Section 8 of Article III. of these Bylaws regarding Special Meetings, Electronic Participation, and Quorum apply also to committees of the Board. Each committee may adopt additional rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board.
Definitions. For the purposes of this Subsection, "agent" means any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under the paragraph below entitled "success on the merits" or under item (2) of the paragraph below entitled "case-by-case determination."
Covered proceedings. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Corporations Code (relating to self-dealing transactions), or an action brought by the Attorney General of California or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of the Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.
The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation, or brought under Section 5233 of the California Corporations Code (relating to self-dealing transactions), or brought by the Attorney General of California or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this paragraph:
Success on the merits. To the extent that an agent of a Corporation has been successful on the merits in defense of any proceeding referred to in the paragraphs above entitled "covered proceedings" or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Case-by-case determination. Except as provided in the paragraph above entitled "success on the merits," any indemnification under this Subsection shall be made by the Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth above, by:
Advances. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Section.
Consistency with Bylaws and state law. No provision made by the Corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles, these Bylaws, a resolution of directors, an agreement or otherwise, shall be valid unless consistent with this Subsection. Nothing contained in this Subsection shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.
Limitation. No indemnification or advance shall be made under this Section, except as provided in the paragraph above entitled "success on the merits" or in item (2) of the paragraph above entitled "case-by-case determination," in any circumstance where it appears:
Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Subsection; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233 of the California Corporations Code (relating to self-dealing transactions).
Fiduciaries. This Section does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent as defined in the paragraph above entitled "Definitions." The Corporation shall have power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 207 of the California General Corporation Law.
The Board may authorize any officer of officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Chief Financial Officer or an Assistant Chief Financial Officer and countersigned by the President or a Vice President of the Corporation.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may select.
The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Whenever any notice is required to be given under the provisions of the California Corporations Code or under the provisions of the Articles or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least two daysí written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
The Articles may be amended by approval of the Board.
Notwithstanding the above Section of this Article, this Corporation shall not amend its Articles to alter any statement which appears in the original Articles of the names and addresses of the first directors of this Corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the Corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Corporations Code.
No member, director, officer, employee, or other person connected with this Corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, shall be distributed as required by the Articles and not otherwise.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons designated as the initial directors by the incorporators of Team PRIDE, Inc., a California nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, as the Bylaws of this Corporation.
© 2001- Jordan Schreiber