Posted: Tue, July 25, 2017 | By: Misc./BBI
Bylaws of Brighter Brains Institute
A California Public Benefit Corporation
ARTICLE 1: OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in Alameda County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation’s principal office can be changed only by amendment of these bylaws. The location within the county can be changed by a quorum with the officers.
SECTION 3. OTHER OFFICES
The corporation may also have offices at other such places, within or without the State of California, where it is qualified to do business, as its business may require and as the board of directors may, from time to time, designate.
ARTICLE 2: PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The specific proposes of Brighter Brains Institute shall be to promote humanism, women’s equality, sustainability, and education, and to carry on other charitable and educational activities associated with this goal and allowed by applicable law.
ARTICLE 3: BOARD DIRECTORS and BOARD ADVISORS
SECTION 1. NUMBER of BOARD DIRECTORS
The corporation shall have between 5-15 directors and collectively they shall be known as the board of directors.
SECTION 2. DUTIES of BOARD DIRECTORS
It shall be the duty of the directors to:
Perform duties imposed on them by the articles of incorporation and these bylaws.
Appoint, remove, and prescribe the duties of officers and employees of the corporation.
Supervise all officers and employees of the corporation to assure that their duties are performed properly.
Meet at such times and places as required by these bylaws.
Register their addresses with the secretary of the corporation and notices of meetings.
SECTION 3. TERMS OF OFFICE of BOARD DIRECTORS
Each director shall hold office until the next annual meeting for election of the board of directors as specified in these bylaws, or until his or her successor is elected and qualifies.
SECTION 4. COMPENSATION
Directors shall serve without compensation but they shall be allowed reasonable reimbursement of expensed incurred in the performance of their duties.
SECTION 5. RESTRICTION REGARDING INTERRESTED DIRECTORS
No more than forty-nine percent of the persons serving on the board may be interested persons. “Interested persons” means either:
A person currently being compensated by the corporation for services rendered whether as a full or part-time employee, or
Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law.
SECTION 5. MEETING REQUIREMENTS
All Board officers can participate in all matters before the board. At least four Board members must be in attendance for it to be a meeting.
SECTION 6. REGULAR AND ANNUAL MEETINGS
Regular meetings of directors shall be held on May 5, unless officers vote to reschedule. Directors who regularly fail to attend meetings might be asked to move to the Board of Advisors. Meetings will generally be via the telephone.
SECTION 7. SPECIAL MEETINGS
Special meetings of the board of directors may be called by any board member.
SECTION 8. QUORUM FOR MEETINGS
A quorum consists of the majority of directors who are at the meeting. Only directors who have no conflict of interest can vote on the issues.
SECTION 9. CONDUCT OF MEETINGS
Meetings of the board of directors shall be presided over by the president, or, in her or his absence, the vice-president, or, in the absence of each of these persons, by a chairperson chosen by the board. The secretary shall act as the secretary of the meeting.
SECTION 10. VACANCIES
Vacancies on the board of directors shall exist on the death, resignation, or removal of any director. Vacancies may be filled by approval of the board.
SECTION 11. NON-LIABILITY OF DIRECTORS
The directors shall not be liable for the debts, liabilities, or other obligations of the corporation.
SECTION 12. THE BOARD OF ADVISORS
The Board of Advisors shall be composed of 5-20 members. They will be asked to participate in at least 1 “email meeting” per year. Regular failure to participatein the email meeting will possibly result in removal. High participation at a meeting will possibly result in being asked to join the board of advisors.
ARTICLE 4: OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be a president, a secretary, and a treasurer. The corporation may also have one or more vice-presidents. The secretary and the treasurers can be the same person; the “secretary/treasurer.”
SECTION 2. ELECTION AND TERMS OF OFFICE
Officers shall be elected by the board of directors, and each officer shall hold office until she or he resigns, or is removed. Any officer can resign at any time by giving written notice to the board of directors. Any officer may be removed at any time by quorum of the board of directors.
SECTION 3. DUTIES OF PRESIDENT
The president shall supervise the affairs of the corporation and preside at all meetings of the board of directors.
SECTION 4. DUTIES OF VICE PRESIDENT
In the absence of the president, the vice-president shall perform the duties of the president.
SECTION 5. DUTIES OF SECRETARY
The secretary shall keep at the principal office of the corporation the original or a copy of these bylaws, and a book of minutes of all meetings of the directors, recording the time and place of holding and the names and addresses of those present.
SECTION 6. DUTIES OF TREASURER
The treasurer shall be responsible for receiving and disbursing all funds of the corporation.
ARTICLE 5: CORPORATE RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California:
The minutes of all meetings, indicating the time and place of the meetings, and the names of those present.
Records of account
A copy of the corporation’s bylaws and articles of incorporation.
SECTION 2. DIRECTORS INSPECTION RIGHTS
Every director has the right to inspect and copy all books, records, and documents of every kind.
SECTION 3. ANNUAL REPORT
The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all directors. The fiscal year of the corporation shall begin on the 1st year of January and end on the 31st day of December.
ARTICLE 6. AMENDMENT OF BYLAWS
These bylaws may be altered, amended, or repealed by a quorum vote of the directors.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are directors of the Brighter Brains Institute, and we consent to adopt the foregoing bylaws of the corporation.
This is to certify that the foregoing is a true copy of the Brighter Brains Institute and these bylaws were adopted by the board of directors.