Brighter Brains

humanism, women’s equality, sustainability, and education

Home > Articles > Bylaws of the Brighter Brains Institute

Bylaws of the Brighter Brains Institute

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.

CERTIFICATE

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.

Dated:

Secretary:



Comments:


Please email comments to brighterbrainsinstitute@gmail.com

Subscribe

Enter your email address:

Donate

Brighter Brains Institute is a 501(c)3 non­profit, tax­exempt organization in the United States. Our EIN is #46­3953105.

Books

Living the Secular Life - by Phil Zuckerman
Living the Secular Life - by Phil Zuckerman
Room for Growth - by Sarah Fraser, MD
Room for Growth - by Sarah Fraser, MD
How to Live the Good Life: A User’s Guide for Modern Humans - by Arthur Jackson
How to Live the Good Life: A User’s Guide for Modern Humans - by Arthur Jackson
More Books
Videos
Anna Sanchez Fishing Boat—donated to Kahendero by Chai Garcia
Anna Sanchez Fishing Boat—donated to Kahendero by Chai Garcia
Seeking Religion; Finding Charity - Hank Pellissier
Seeking Religion; Finding Charity - Hank Pellissier
Humanist Missionaries in Uganda
Humanist Missionaries in Uganda
More Videos