1. The purposes for which the Corporation is formed are those set forth in its Articles of Incorporation, as from time to time amended. The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Corporation is distributable to, or inures to the benefit of its directors or officers except to the extent permitted under the Not-for-Profit Corporation Laws of the State of California. The Corporation shall not participate in the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf or any candidate for public office.
2. The Corporation may lease, and, by gift, devise, or purchase, own and operate real estate for the Corporate purposes; and the Corporation may also solicit donations and accept money or personal property in aid of its purposes and to maintain the same.

The following are basic policies of the Corporation:

1. The Corporation shall be noncommercial, nonsectarian, and nonpartisan.
2. The name of the Corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the purposes of the Corporation.
3. The Corporation may cooperate with other organizations and agencies concerned with child welfare but persons representing the Corporation in such matters shall make no commitments that bind the Corporation.

ARTICLE IV

MEMBERSHIP AND DUES

1 .Any individual who subscribes to the purposes and basic policies of the Corporation may become a member of the Corporation subject only to compliance with the provisions of the Articles of Incorporation and the Bylaws. Membership in the Corporation shall be available without regard to race, color, creed, or national origin.

2. The Corporation shall conduct an annual enrollment of members, but persons may become members at any time.

3. If the Board requires, each member of the Corporation shall pay annual dues to the Corporation in an amount determined by the Board from time to time.

4. Members who have paid the required dues, fees, and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing. Only members in good standing with the Corporation shall be eligible to participate in its business meetings, or to serve in any of its elective or appointive positions.
5. A membership shall terminate on occurrence of any of the following events:

(a) Resignation of the member;

(b) Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;

(c) The member's failure to pay dues, fees, or assessments as set by the Board within 30 days after they are due and payable;

(d) Any event that renders the member ineligible for membership, or failure to satisfy membership qualifications; or

(e) Termination of membership based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to the Corporation's purposes and interests.

6. A person whose membership is suspended shall not be a member during the period of suspension. If grounds appear to exist for suspending or terminating a member, the following procedure shall be followed:

(a) The Board shall give the member at least 15 days' prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the Corporation's records.

(b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the board or by a committee or person authorized by the Board to determine whether the suspension or termination should occur.

(c) The Board, committee, or person shall decide whether the member should be suspended, expelled, or sanctioned in any way. The decision of the Board, committee, or person shall be final.

(d) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.

7. No membership or right arising from membership shall be transferred and all membership rights cease on the member's death or dissolution.

1. Officers.

1.1 The Officers of the Corporation shall consist of a President, Vice- President(s), a Secretary, and a Treasurer.

1.2 Officers shall be elected annually by ballot of the Directors of the Corporation on the first non-legal holiday, Monday of the anniversary month of the incorporation of the Corporation. However, if there is but one nominee for any office, it shall be in order to move that the Secretary cast the elective ballot of the Corporation for the nominee.

1.3 Officers shall assume their official duties following the close of the Annual Meeting and shall serve for a term of one year and until the election and qualification of their successors.

1.4 A person shall not be eligible to serve more than two consecutive terms in the same office unless approved in advance by the Board.

5. Any two or more offices may be held by the same person, except as neither the Secretary nor the Treasurer may serve concurrently as the President.

2. Election.

2.1 There shall be a nominating committee composed of three members, one of whom shall be selected by the Board from its body, and two of whom shall be elected by the Corporation at a regular meeting at least one month prior to the election. The person receiving the highest number of votes cast by the Directors of the Corporation shall serve as Chairman.

2.2 The nominating committee shall nominate one eligible person for each office to be filled and report its nominees at the regular meeting one month before the election at which time additional nominations may be made from the floor.

3. Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such office.

1. Vacancy. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the executive committee, notice of such election having been given. In case a vacancy occurs in the office of President, the Vice President shall serve notice of the election.

1. The President shall preside at all meetings of the Corporation and of the Board at which he may be present; shall perform such other duties as may be prescribed in these Bylaws or assigned to him by the Corporation or by the Board and shall coordinate the work of the officers and committees of the Corporation in order that the purpose of said duty may be promoted.
2. The Vice President shall act as aide to the President and shall perform the duties of the President in the absence or disability of that officer to act.
3. The Secretary shall record the minutes of all meetings of the Corporation and of the Board and shall perform such other duties as may be delegated to him.
4. The Treasurer shall have custody of all of the funds of the Corporation; shall keep a full and accurate account of receipts and expenditures; and shall make disbursements in accordance with the approved budget, as authorized by the Corporation, Board, or a special committee. The Treasurer shall present a financial statement at every meeting of the Corporation and at other times when requested by the Board and shall make a full report at the annual meeting. The Treasurer shall be responsible for the maintenance of such books' of account and records as to conform to the requirements of the Bylaws.

 

The Treasurer's accounts shall be examined annually by an auditor or an auditing committee of not less than three members, who, satisfied that the Treasurer's annual report is correct, shall sign a statement of that fact at the end of the report. The auditing committee shall be appointed by the Board at least two weeks before the annual meeting.

5. All Officers' shall:

5.1 Perform the duties prescribed in the parliamentary authority in addition to those outlined in these Bylaws and those assigned from time to time; and

2. Deliver to their successors all official material not later than ten days following the election of their successors.

1. The Corporation shall be managed by the Board of Directors which shall consist of one or more Directors. The Board of Directors may consist of the Officers of the Corporation and the Chairman of Standing Committees, and representatives appointed by the members of the Corporation. The Chairmen of the Standing Committees shall be selected by the Officers of the Corporation. The members of the Board of Directors shall serve until the election and qualification of their successors, not to exceed the maximum period provided for under the Non-Profit laws of the State of California.
2. The duties of the Board of Directors shall be

2.1 to transact necessary business in the intervals between meetings of the Corporation and such other business as may be referred to it by the Corporation;

2.2 to create Standing Committees;

2.3 to approve the plans of work of the Standing Committees;

2.4 to present a report at the regular meetings of the Corporation;

2.5 to appoint an auditor or an Auditing Committee at least two weeks before the annual meeting to audit the Treasurer's accounts;

2.6 to prepare and submit to the Corporation for approval a budget for the fiscal year; and

7. to approve routine bills within the limits of the budget.
3. Immediately after each annual meeting of members, the Board shall hold a general meeting for purposes of organization, election of officers, and transaction of other business. Notice of this meeting is not required. 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. 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.

3.1 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 mail at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, 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.

3.2 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. 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.

3.3 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.

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

5. 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.
6. 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. Such action by written consent shall have the same force and effect as any other validly approved Board action. All such consents shall be filed with the minutes of the proceedings of the Board.

1. An annual meeting of Members shall be held on the first Monday of the anniversary month of the incorporation of the Corporation of each year at 10 o'clock a.m. unless the Board fixes another date or time and so notifies Members as provided in these Bylaws. If the scheduled date falls on a legal holiday, the meeting shall be held on the next full business day. At the meeting, Directors shall be elected and other proper business may be transacted.

2. A general meeting of Members shall be held at least annually at such time and place, and on such notice, if any, as the board may determine. Unless elected by written ballot, Directors shall be elected at this meeting. Subject to these Bylaws, any other proper business may be transacted at this meeting.

3. Meetings of the Members shall be held at any place within or without California designated by the Board or by the written consent of all Members entitled to vote at the meeting, given before or after the meeting. In the absence of any such designation, Members' meetings shall be held at the Corporation's principal office.

4. The Board or the Chairman of the Board, if any, or the President, or 5 percent or more of the Members, may call a special meeting of the Members for any lawful purpose at any time.

5. A special meeting called by any person entitled to call a meeting (other than the Board) shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the chairman of the Board, if any, or the President or any Vice President or the Secretary of the Corporation. The officer receiving the request shall cause notice to be given promptly to the Members entitled to vote, under Sections 6 and 7of this article, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least 35 but no more than 90 days after receipt of the request. If the notice is not given within 20 days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board. No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting.

6. Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, under Section 7 of this Article, to each Member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting. For the annual meeting, the notice shall state the matters that the Board, at the time notice is given, intends to present for action by the Members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which Directors are to be elected shall include the names of all persons who are nominees when notice is given.

7. Notice of any meeting of Members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that Member as it appears on the books of the Corporation or at the address given by the Member to the Corporation for purposes of notice. If no address appears on the Corporation's books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that Member by first-class mail or facsimile or other written communication to the Corporation's principal office or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.

8. An affidavit of the mailing of any notice of any Members' meeting, or of the giving of such notice by other means, may be executed by the Secretary, Assistant Secretary, or any transfer agent of the Corporation, and if so executed, shall be filed and maintained in the Corporation's minute book.

9. A majority of the Members shall constitute a quorum for the transaction of business in any meeting of the Corporation. Each Member shall be entitled to one vote upon each proposal, matter or motion at each meeting. All proposals, matters or motion presented at a meeting of Members shall be decided by a majority vote of the Members present at said meeting.

1 .The Board of Directors may create such Standing Committees as it may deem necessary to promote the purposes and carry on the work of the Corporation. The term of each Chairman shall be one year and until the election and qualification of his successor.

2. No Committee may:

(a) Take any final action on any matter that, under the California Nonprofit Corporation Law, also requires approval of the members or approval of a majority of all Members;

(b) Fill vacancies on the Board or any Committee of the Board;

(c) Fix compensation of the Directors for serving on the Board or on any Committee;

(d) Amend or repeal Bylaws or adopt new Bylaws;

(e) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable;

(f) Create any other Committees of the Board or appoint .the Members of Committees of the Board;

(g) Expend corporate funds to support a nominee for Director if more people have been nominated for Director than can be elected;

(h) 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).

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.

The Seal of the Corporation shall be as more particularly shown in the following impression:

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in sections 100 through 195 of the California Corporations Code shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person. Whenever a conflict arises between the language of these By-laws and the Articles of Incorporation, the Articles of Incorporation shall govern.

These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting of the Board of Directors of the Corporation. By-laws may also be adopted, amended or repealed by the Board of Directors but any By- laws adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.

If any By-law regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of Directors the By-law so adopted, amended or repealed, together with a concise statement of the changes made.