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SPC Bylaws

The undersigned certify that:

BYLAWS OF SACRAMENTO PRESS CLUB
(a nonprofit public benefit corporation)

ARTICLE I.

NAME

Section 1. Name. The name of this corporation is SACRAMENTO PRESS CLUB
(hereinafter “SPC” or “corporation”).

ARTICLE II.

LOCATION OF PRINCIPAL OFFICE

Section 1. Principal Office. The principal office for the transaction of the activities and
affairs of the corporation shall be located in California. The Board of Directors (“Board”)
may change the principal office from one location to another within California.

Section 2. Other Offices. The Board may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to conduct its activities.

ARTICLE III.

PURPOSES AND LIMITATIONS

Section 1. General Purposes. This corporation is a California Nonprofit Public Benefit
Corporation and is not organized for the private gain of any person. It is organized
under the Nonprofit Public Benefit Corporation Law for public, charitable and
educational purposes.

Section 2. Specific Purposes. The specific purpose of this corporation is to enrich
journalistic coverage and public understanding of newsworthy issues and events by
providing a public platform for policy presentations, conducting educational events, and
sponsoring annual scholarships for students who aspire to be professional journalists.

Section 3. Limitations. The corporation shall not participate or intervene in any political
campaign (including the publishing or distribution of statements) on behalf of any
candidate for public office.

The property of this corporation is irrevocably dedicated to public, charitable and
educational purposes and no part of the net income or assets of this corporation shall
ever inure to the benefit of any director or officer, or to the benefit of any private person.
Upon the dissolution or winding up of the corporation, its assets remaining after
payment, or provision for payment, of all debts and liabilities of this corporation shall be
distributed to a nonprofit foundation, fund or corporation which is organized and
operated exclusively for charitable purposes and which has established its tax exempt
status under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE IV.

MEMBERS

Section 1. Voting Members. The corporation is organized with members, but without
capital stock. There shall be two classes of voting members (also referred to as
“members”) as follows.

1) Professional members. Any person involved full time in the gathering and
dissemination of news in the Sacramento area for a newspaper,
magazine, news service, radio or television station of general circulation is
eligible to be a professional member. Persons retired from these
occupations are also eligible for professional membership, as are students
aspiring to be professional journalists.
2) General members. Any person employed primarily in freelance writing,
public relations, communications or public information in the Sacramento
area is eligible to be a general member. Persons retired from these
occupations are also eligible for general membership.

Qualified individuals shall be admitted to membership upon application to and approval
by the Board or a person designated by the Board to approve membership applications,
and the payment of such dues as the Board may establish from time to time.

All persons admitted to voting membership in SPC shall have the rights afforded
members under the California Nonprofit Public Benefit Corporation Law, including the
right to vote on issues put before the membership, unless otherwise specified in these
bylaws.

Section 2. Dues. Each member must pay, within the time and on the conditions set by
the Board, the dues amount set from time to time by the Board. The dues amount for all
classifications of members may be set at different rates at the discretion of the Board.

Section 3. Good Standing. Those members who have paid the required dues in
accordance with these bylaws, and who are not in violation of any SPC bylaw, rule, or
policy, shall be members in good standing.

Section 4. 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) Failure of a member to pay any dues set by the Board within the period of
time fixed by the Board after they become due and payable;
(c) Expulsion pursuant to Section 6 below.

Section 5. Suspension or Expulsion of Membership. A member may be suspended or
expelled in accordance with this Article IV, based on the good faith determination by the
Board, or a committee of the Board authorized to make such a determination, that the
member has failed in a material and serious degree to comply with the corporation’s
Articles of Incorporation, bylaws, corporate policies, or any law applicable to the
corporation and its members, or has engaged in conduct which is unbecoming or
prejudicial to the purposes and interests of the corporation.

A person whose membership is suspended shall not be a member in good standing
during the period of suspension.

Section 6. Procedure for Suspension or Expulsion. If grounds appear to exist for
suspension or expulsion of a member, the procedures set forth below shall be followed:

(a) The member shall be given 15 days prior notice of the proposed effective
date of a suspension or expulsion and the reasons for the proposed
suspension or expulsion. Notice shall be given in person or by mail. If
notice is by mail, it shall be sent overnight express 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 (5) days before the effective date of the proposed
suspension or expulsion. The hearing shall be held, or the written
statement considered, by the Board or by a committee of the Board
authorized to determine whether the suspension or expulsion should take
place.
(c) The Board or committee shall decide whether or not the member should
be suspended, expelled or sanctioned in some other way. The decision of
the Board or committee shall be final.
(d) As a specific condition to membership in this organization, every member
agrees that any action challenging a suspension or expulsion of
membership, including a claim alleging defective notice, must be filed and
served on the corporation within one year after the effective date of the
suspension or expulsion.

Section 7. Effect of Suspension or Expulsion. All rights of a member of the corporation
shall cease upon suspension or expulsion from membership. In the case of expulsion,
the member’s membership in the corporation shall terminate on the effective date of the
expulsion. However, suspension or expulsion shall not relieve the member (or former
member) of any existing obligations to the corporation.

Section 8. 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 member. Each member is received into
membership on his or her express agreement to this provision. This provision is not for
the purpose of penalizing any person whose membership shall be forfeited, or otherwise
terminated, but rather because no membership will have any real or intrinsic value.

Section 9. Transfer of Memberships. A membership or any right arising from
membership may not be transferred to another person without the prior written approval
of the Board.

Section 10. Limitations. No person shall hold more than one membership in the
corporation.

Section 11. Liability of Members. Except as limited by law, no member is liable for the
corporation’s debts, liabilities, or obligations.

Section 12. Meetings of Members.

(a) Place of Meetings. Meetings of the members shall be held in any place
within or outside California designated by the Board.
(b) Annual meeting of Members. An annual meeting of members shall be
held at a time and place determined by the Board. At this meeting, any
proper business may be transacted, subject to any limitations in law or
these bylaws. Written notice of the annual members’ meeting shall be
given at least 20 days in advance in accordance with the procedures
provided in subsections (d) and (e) below.
(c) Special Meetings. A special meeting of the members for any lawful
purpose may be called at any time by (1) the Board, (2) the President, or
(3) 10% of the members.
If a special meeting is called by the members, it shall be by written
request, specifying the general nature of the business proposed to be
transacted and submitted to the President of the corporation. The
President shall cause notice to be given promptly to the members entitled
to vote. If the Board or President calls the meeting, the meeting date may
be any date for which appropriate notice is given in accordance with
subsections (d) and (e) below. If the meeting is called by the members,
the meeting date shall be at least thirty-five (35), but not more than ninety
(90), days after receipt of the request. If the notice is not given within
twenty (20) days after receipt of the request, the persons requesting the
meeting may give the notice.

(d) Notice Requirements for Members’ Meetings. Written notice of any
membership meeting shall be given, in accordance with these bylaws, to
each voting member of the corporation. Subject to any additional
requirements in law or these bylaws, the notice shall state the place, date
and time of the meeting, the means of electronic transmission by and to
the corporation (Corporations Code Sections 20 and 21) or electronic
video screen communication, if any, by which members may participate in
the meeting, and the general nature of the business to be transacted. The
notice of any meeting at which directors are to be elected shall include the
names of all those who are nominees at the time the notice is given to
members.

(e) Manner of Giving Notice for Meetings. Except as otherwise provided in
these bylaws or by law, notice of any meeting of members shall be shall
be given not less than 10 nor more than 90 days before the date of the
meeting to each member who, on the record date for notice of the
meeting, is entitled to vote; provided, however, that if notice is given by
mail, and the notice is not mailed by first-class, registered, or certified
mail, that notice shall be given not less than 20 days before the meeting.
Notice of a members’ meeting shall be given personally, by electronic
transmission (Corporations Code sections 20 and 21), or by regular, bulk,
or express mail service, addressed to a member at the address of the
member appearing on the books of the corporation or given by the
member to the corporation for purpose of notice; or if no such address
appears or is given, at the place where the principal office of the
corporation is located or by publication at least once in a newspaper of
general circulation in the county in which the principal office is located. An
affidavit of giving of any notice or report in accordance with the provisions
section, executed by the Secretary, shall be prima facie evidence of the
giving of the notice or report.

Notice given by electronic transmission by the corporation under this
subdivision shall be valid only if it complies with Corporations Code
Section 20. Notwithstanding the foregoing, notice shall not be given by
electronic transmission by the corporation after either of the following:

(1) The corporation is unable to deliver two consecutive notices to the
member by that means.
(2) The inability to so deliver the notices to the member becomes
known to the Secretary or other person responsible for the giving of
the notice.

Section 13. Waiver of Notice or Consent. The transactions of any members’ meeting,
however called or noticed and wherever held, shall be as valid as though taken at a
meeting duly held after regular call and notice, if (1) a quorum is present, and (2) either
before or after the meeting, each member who is not present in person, signs a written
waiver of notice, a consent to holding of the meeting, or an approval of the minutes.
The waiver of notice, consent or approval need not specify either the business to be
transacted or the purpose of any meeting of members. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the minutes.

A member’s attendance at a meeting shall also constitute a waiver of notice of and
presence at that meeting, unless the member objects at the beginning of the meeting to
the transaction of any business because the meeting was not lawfully called or
convened. Also, 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 14. Quorum. One-third (1/3) of the voting members shall constitute a quorum
for the transaction of business at any meeting of members.

Section 15. 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 16. 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 or incorporation or these bylaws.

Section 17. Eligibility to Vote/Number of Votes. Members entitled to vote at any
meeting of members shall be all those in good standing 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 18. Proxies. Proxy voting is not allowed.

Section 19. 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 complying with the
following procedure.

The President shall cause a ballot to be distributed to each member in the manner
required by Section 13 above. 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
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.

Under the statutory scheme, all individuals on the board are directors first and
foremost. That’s the main hat that individuals wear on the board. Officer
positions are an additional “hat” that some directors wear. So, in a properly
structured organization, the membership elects the board of directions, and then
officers are elected by, and from among, the directors on the board.

ARTICLE V.

BOARD OF DIRECTORS

Section 1. Powers.

(a) General Corporate Powers. Subject to the provisions and limitations of
the California Nonprofit Public Benefit Corporation Law and any other applicable laws,
the corporation’s activities and affairs shall be managed, and all corporate powers shall
be exercised, by or under the direction of the Board.
(b) Specific Powers. Without prejudice to the general powers set forth in
subsection (a) above, but subject to the same limitations, the directors shall have the
right to do the following: [Note from Jill, the board doesn’t have to do all these
things –but the board may do them. Provides maximum flexibility.]
(1) Policies. Adopt policies, rules and procedures for the management
and operation of the corporation.
(2) Administration. Retain an individual employee or consultant, or a
management firm, or contract with another entity, to administer the day-today activities of the corporation. An individual retained pursuant to this
authority shall be known as the Executive Director. The Board may also
employ, retain, or authorize the employment of such other 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.
(3) Bonds. May require officers, agents, and employees charged by
the corporation with responsibility for the custody of any of its funds or
negotiable instruments to give adequate bond.
(4) Borrowing money. Borrow money and incur indebtedness on
behalf of the corporation and cause to be executed and delivered for the
corporation’s purposes, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, liens, and other
evidences of debt and securities.
(5) 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.

(6) Contributions. Make such contributions as the Board determines
are necessary and advisable in furtherance of the interests and purposes
of this corporation.
(7) Fiscal Year. Establish and change the fiscal year of the
corporation.
(8) 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.
(9) 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.
(10) Property. Acquire, construct and possess real, personal, and
intellectual property.
(11) Bank Accounts and Special Funds. Establish one or more bank
accounts and/or special funds in order to accomplish and further the
purposes of the corporation.
(12) Committees. Appoint committees as provided in these bylaws.
(13) 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 and Qualification of Directors.

(a) Number/Composition. The Board shall consist of at least nine (9) but no
more than nineteen (19) directors, the exact number to be determined by resolution of
the Board from time to time. At least a majority of the number of directors on the Board
shall be Professional voting members.

(b) Qualifications. All directors must be individuals who are voting members
of the corporation and who are dedicated to the purposes of this corporation as set forth
above.
(c) Restriction on Interested Persons as Directors. No more than 49% of the
persons serving on the Board may be “interested persons”. An “interested person” is:
(1) any person compensated by SPC for services rendered to it within
the previous twelve months, whether as a full-time or part-time employee, independent
contractor, or otherwise, excluding any reasonable reimbursement paid to an officer or
director; and
(2) 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 of such person.
However, any violation of the provisions of this paragraph shall not affect the validity or
enforceability of any transaction entered into by the corporation.

Section 3. Election; Term of Office; Term Limits. The voting members shall nominate
and elect directors to available positions annually by written ballot. The President shall
appoint a Nominating Committee (See Article VII, Section 6) at least 60 days prior to the
election. The Nominating Committee shall solicit nominations from the membership,
including self-nominations, and shall provide the names of eligible candidates to the
President and/or the Secretary of SPC for inclusion on the ballot. The ballot may also
provide for write-in candidates.

The term of office of each director shall be two (2) years and until a successor has been
elected and qualified. There shall be no limit on the number of terms a director may
serve if he or she remains qualified and elected to the Board. The Board may stagger
the terms of the directors using any reasonable method.

Section 4. Removal of Directors. A director may be removed from the Board at any
time, with or without cause, by a 2/3 vote of the members at any properly called and
noticed membership meeting where a quorum is present.

Section 5. Vacancies on Board.

(a) Events Causing Vacancy. The vacancy or vacancies on the Board shall
exist on the occurrence of the following:
(1) The death or resignation of any director;
(2) The removal of a director by the members;
(3) The declaration by resolution of the Board of a vacancy in the office
of a director who has been declared of unsound mind by an order of court, convicted of
a felony, or found by final order or judgment of any court to have breached a duty under
the California Nonprofit Public Benefit Corporation Law; or

(4) The increase of the authorized number of directors.
(b) Resignations. Except as provided below, any director 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. Except on notice to the Attorney General of California, no director may resign
if the corporation would be left without a duly appointed director or directors.
(c) Filling Vacancies. Vacancies on the Board shall be filled by a majority
vote of the Board at any properly called and noticed Board meeting where a quorum is
present. An individual appointed to fill a vacancy shall meet all the required
qualifications for the position and shall serve until the end of the term for the position
which he/she is filling.
(d) No Vacancy on Reduction of Number of directors. No reduction of the
authorized number of directors shall have the effect of removing any director before that
director’s term of office expires.

Section 6. Board Meetings.

(a) Annual Meeting. The Board shall hold an annual meeting each year in
conjunction with the annual membership meeting for purposes of organization, election
of officers, and transaction of other business. Notice of the annual meeting shall be
given in accordance with subsection (c) below.
(b) Special Meetings. Special meetings of the Board for any purpose may be
called at any time by the President, the Secretary, or any two directors. Notice of any
special meeting shall be given in accordance with subsection (c) below.
(c) Notice. Notice of meetings of the Board, specifying the time and place of
the meeting, shall be given to each director at least seven (7) days before the meeting if
sent by first-class mail or express mail service, or forty-eight (48) hours before the
meeting if personally delivered or delivered by telephone (including a voice messaging
system), or by electronic transmission by the corporation (Corporations Code Section
20).

Notice shall be deemed delivered when deposited in the U.S. mail or with an
express mail service, postage prepaid, or when received if delivered personally or by
telephone, or on its confirmation of delivery if by electronic transmission.

(d) Place of Meetings. Meetings of the Board shall be held at any place within
or outside California that has been designated by resolution of the Board or in the notice
of the meeting or, if not so designated, at the principal office of the corporation.
(e) Meetings by Telephone or Video Conference or by Electronic
Transmission. Directors may participate in a meeting of the Board through use of
conference telephone, electronic video screen communication, or electronic
transmission by and to the corporation (Corporation Code Sections 20 and 21).

Participation in a meeting through use of electronic transmission by and to the
corporation, other than conference telephone and electronic video screen
communication, constitutes presence in person at that meeting if both of the following
apply:

(1) Each director participating in the meeting can communicate with all of
the other directors concurrently.
(2) Each director is provided the means of participating in all matters
before the Board, including, without limitation, the capacity to propose, or to interpose
an objection to, a specific action to be taken by the corporation.
(f) Quorum/Act of the Board. A majority of the voting directors shall
constitute a quorum for the transaction of business, except to adjourn. Except as
specifically provided in these bylaws or in the California Nonprofit Public Benefit
Corporation Law, 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 the act of the
Board. A meeting at which a quorum is initially present may continue to transact
business, despite the withdrawal of directors, if any action taken or decision made is
approved by at least a majority of the required quorum for that meeting.
(g) Waiver of Notice. 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 meeting. 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.
(h) Adjournment. A majority of the directors present, whether or not a quorum
is present, may adjourn any meeting to another time and place.
(i) Notice of Adjourned Meeting. Notice of the time and place of holding an
adjourned meeting need not be given unless the original meeting is adjourned for more
than twenty-four hours. If the original meeting is adjourned for more than twenty-four
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.
(j) Action Without a Meeting. Any action required or permitted to be taken by
the Board may be taken without a meeting, if all members of the Board individually or
collectively consent in writing to that action. The written consent or consents shall be
filed with the minutes of the proceedings. An action by written consent shall have the
same force and effect as a unanimous vote of the directors.
(k) Voting Power. For all purposes, the voting power of each voting director
shall be one vote.

Section 7. Compensation and Reimbursement. Directors shall not receive
compensation for their services on the Board. Directors may receive such
reimbursement of expenses as the Board may determine by resolution to be fair and
reasonable at the time that the resolution is adopted.

Section 8. Property Rights. No director shall have any property rights in any assets of
the corporation.

ARTICLE VI.

OFFICERS

Section 1. Officers of the Corporation. The elected officers of the corporation shall be a
President, Secretary, and Treasurer, and may include, at the discretion of the Board, a
Vice-President. All officers must be directors. The President, and any Vice-President,
must be directors who are also Professional members of SPC. The offices of Secretary
and Treasurer may be combined and held by one director in the discretion of the Board.
If combined, the office shall be known as the “Secretary/Treasurer”.

Section 2. Election of Officers. The elected officers of the corporation shall be elected
by the Board from among its directors at each annual meeting of the Board.

Section 3. Terms of Office; Term Limits. Officers shall serve at the pleasure of the
Board for one-year terms. There is no limit on the number of terms an officer may serve
if he or she is a director and continues to be elected to an officer position by the Board.

Section 4. Removal of Officers. Any elected officer may be removed at any time, with
or without cause, by a majority vote of the Board at any properly called meeting where a
quorum is present.

Section 5. Resignation of Officers. An officer may resign at any time by giving written
notice to the President or Secretary of SPC. The resignation shall take effect as of the
date the notice is received or at any later time specified in the notice and, unless
otherwise specified in the notice, the resignation need not be accepted to be effective.

Section 6. Vacancies in Office. A vacancy in any officer position because of death,
resignation, removal, disqualification, or any other cause shall be filled by a majority
vote of the directors present at any annual or special meeting of the Board where a
quorum is present. The individual filling a vacant officer position shall serve until the
end of the term of the officer whose vacancy he or she is filling.

Section 7. Responsibilities of Officers.

(a) President. The President of the Board shall preside at meetings of the
Board and shall exercise and perform such other powers and duties as the Board may
assign from time to time. If there is no Executive Director or the Executive Director is
unable to perform his/her duties, the President of the Board shall also be the Chief
Executive Officer and shall have the powers and duties of the Executive Director of the
corporation prescribed by these Bylaws.

(b) Vice-President. If the President is absent or disabled, the Vice-President,
if any, shall perform all duties of the President. When so acting, the Vice-President
shall have all powers of and be subject to all restrictions on the President. The Vice-
President shall have such other powers and perform such other duties as the Board or
the Bylaws may prescribe.
(c) Secretary.
(i) Book of Minutes. The Secretary shall keep or cause to be kept, at
the corporation’s principal office or such other place as the Board may direct, a book of
minutes of all meetings, proceedings, and actions of the Board, and committees of the
Board. The minutes of meetings shall include the time and place that the meeting was
held, whether the meeting was annual or special, and, if special, how authorized, the
notice given, and the names of those present at the Board and committee meetings.
The Secretary shall keep or cause to be kept, at the principal office in California, a copy
of the Articles of Incorporation and the Bylaws, as amended to date.
(ii) Notices, Seal, and Other Duties. The Secretary shall give, or cause
to be given, notice of all meetings of the Board and of its committees required by these
Bylaws. The Secretary shall keep the corporate seal, if any, in safe custody and shall
have such other powers and perform such other duties as the Board or the Bylaws may
prescribe.
(iii) If both the President and the Vice-President are absent or unable to
serve, or if there is no Vice-President and the President is absent or unable to serve,
the Secretary shall perform all the duties of the President. When so acting, the
Secretary shall have all powers of and be subject to all restrictions on the President.
(d) Treasurer.
(i) Books of Account. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct books and accounts of the
corporation’s properties and transactions. The Treasurer shall send or cause to be
given to the directors such financial statements and reports as are required to be given
by law, by these Bylaws, or by the Board. The books of account shall be open to
inspection by any director at all reasonable times.
(ii) Deposit and Disbursement of Money and Valuables. The Treasurer
shall deposit, or cause to be deposited, all money and other valuables in the name and
to the credit of the corporation with such depositories as the Board may designate, shall
disburse the corporation’s funds as the Board may order, shall render to the President,
the Executive Director, if any, and the Board, when requested, an account of all
transactions as Treasurer and of the financial condition of the corporation, and shall
have such other powers and perform such other duties as the Board or the Bylaws may
prescribe.

ARTICLE VII.

COMMITTEES

Section 1. Committees of the Board. The Board, by resolution, 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 directors then in office. Any
such committee, to the extent provided in the Board resolution, shall have all the
authority of the Board, except that no committee, regardless of Board resolution, may:

(a)
the Board;
Fill vacancies on the Board or on any committee that has the authority of
(b)
committee;
Fix compensation of the directors for serving on the Board or on any
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board that by its express terms is
not so amendable or repealable;
(e) Create any other committees of the Board or appoint the members of
committees of the Board; or
(f) 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 Section 5233(d)(3) of the California Corporations Code.
Section 2. 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 President,
Secretary, and Treasurer (and the Vice-President if one is elected) who shall be the
voting members of the Executive Committee.

The Executive Committee shall have the authority of the Board between Board meetings
to make decisions and take actions relative to the operation of the corporation. The
Executive Committee shall report any decisions made or actions taken at its meetings
to the full Board. The Executive Committee may also develop Board policies for Board
approval, may review and recommend to the Board changes to the bylaws and to other
operating policies. Without diluting the general authority granted to the Executive Committee
by this provision, the Executive Committee shall have final decision-making authority with
respect to personnel matters.

Section 3. Notice Requirements for Committees of the Board. Written notice
requirements for meetings of committees of the Board shall be the same as for Board
meetings as described in Article V, Section 6.

Section 4. 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.

Section 5. Advisory Committees. The Board may also establish advisory committees
composed of one 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.

Section 6. Nominating Committee. The Nominating Committee shall be a standing
advisory committee composed of the President and at least three other individuals
appointed by the President who are members and/or directors of SPC.
The Nominating Committee shall be responsible for identifying and presenting
nominees to the membership for available director positions on the Board. In the event
of a mid-term vacancy of any director position, the Nominating Committee shall identify
and provide potential candidates for the vacancy to the Board.

Section 7. Meetings by Telephone or Video Conference or by Electronic
Transmission. Any meeting of a committee may be held by telephone or video
conference or by electronic transmission in the same manner provided for in Article V of
these bylaws.

ARTICLE VIII.

LIABILITY, INDEMNIFICATION, AND INSURANCE

Section 1. Liability. No volunteer director or officer shall be liable to third parties if the
volunteer director or officer has met the requirements for good faith performance of his
or her duties prescribed by the California Nonprofit Public Benefit Corporation Law and
the corporation has met its duties relative to insurance required by the California
Nonprofit Public Benefit Corporation Law.

Section 2. 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.

Section 3. 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.

Section 4. Advancement of Expenses. To the fullest extent permitted by law and
except as otherwise determined by the Board in a specific instance, expenses incurred
by a person seeking indemnification pursuant to these Bylaws in defending any
proceeding covered by such indemnification shall be advanced by the corporation
before final disposition of the proceeding, on receipt by the corporation of an
undertaking by or on behalf of that person, that the advance will be repaid unless it is
ultimately determined that the person is entitled to be indemnified by the corporation for
those expenses.

Section 5. Insurance. The Board shall authorize the purchase and maintenance of an
insurance policy or policies on behalf of its directors, officers, and 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.
Such policy shall meet the requirements set forth in Corporations Code Section 5239.

ARTICLE IX.

RECORDS AND REPORTS

Section 1. Maintenance of Corporate Records. The corporation shall keep:

(a) Adequate corporate books and records of account;
(b) Written minutes of the proceeding of its Board and committees of the
Board; and
(c) A record of each director’s name, address, telephone number, facsimile

number, and electronic mail address, if any.

Section 2. Maintenance of Articles and Bylaws. The corporation shall keep at its
principal office the original or a copy of the Articles of Incorporation and Bylaws, as
amended to date.

Section 3. Inspection of Corporate Records. Members and directors shall have the
right to inspect the corporation’s books, records, and documents to the extent allowed
by the California Nonprofit Public Benefit Corporation Law.

Section 4. Annual Report. The Board shall cause an annual report to be sent to
directors within 120 days after the end of the corporation’s fiscal year. That report
should contain the following information, in appropriate detail, for the fiscal year:

(a) The assets and liabilities, including the trust funds, of the corporation as of
the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds.
(c) The revenue or receipts of the corporation, both unrestricted and restricted
to particular purposes.
(d) The expenses or disbursements of the corporation for both general and
restricted purposes.
(e) Any information required by Section 5 of this article.

The annual report shall be accompanied by any report of independent accountants or, if
there is no such report, by the certificate of an authorized officer of the corporation that
such statement were prepared without audit from the corporation’s books and records.

This requirement of an annual report shall not apply if the corporation receives less than
$25,000 in gross receipts during the fiscal year, provided, however, that the information
specified above for inclusion in an annual report must be furnished annually to all
directors who request it in writing.

Section 5. Annual Statement of Certain Transactions and Indemnifications.

If any of the following types of transactions or indemnifications occurred during the
previous fiscal year, then as part of the annual report to all directors, or as a separate
document if no annual report is issued, the corporation shall prepare and mail or deliver
to each director a statement of any such transaction or indemnification within 120 days
after the end of the corporation’s fiscal year:

(a) Any transaction:
(i) in which the corporation, its parent or its subsidiary was a party,
(ii) in which an “interested person” had a direct or indirect material
financial interest, and
(iii) which involved more than $50,000, or was one of a number of
transactions with the same “interested person” involving, in the
aggregate, more than $50,000.
The statement shall include a brief description of the transaction, the names of
“interested persons” involved, their relationship to the corporation, the nature of their
interest in the transaction and, if practicable, the amount of that interest, provided that if
the transaction was with a partnership in which the “interested person” is a partner, only
the interest of the partnership need be stated.

(b) Any indemnifications or advances aggregating more than $10,000 which
were paid during the fiscal year to any officer or director of the corporation.

ARTICLE X.

MISCELLANEOUS

Section 1. 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 2. 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 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 3. 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,
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 the prior approval of the Board
memorialized in a writing signed by the President.

Section 4. Required Filings and Disclosures. The Board shall ensure that the required
filings are made at applicable state and federal agencies, including but not necessarily
limited to filings required by the Secretary of State, the Attorney General’s office, the
Internal Revenue Service, and the Franchise Tax Board.

Section 5. Executive Director. The Executive Director, if any, shall be an at-will
employee or an independent contractor, as appropriate under law. The Executive
Director shall be the chief executive officer and general manager of SPC and shall
manage the corporation’s day-to-day activities, affairs, and administration under the
direction of the Board. The Executive Director shall keep the Board apprised of
significant matters relating to the operation of the corporation, its activities, employees,
contractors, and financial condition. The Executive Director shall have such other
powers and duties as the Board or the Bylaws may prescribe.

Section 6. 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.

ARTICLE XI.

AMENDMENTS

Section 1. Amendments. These Bylaws may be amended, or repealed and new bylaws
adopted, by a majority vote of the Board at any properly called meeting where a quorum
is present, so long as the amendments, or the proposed repeal and new bylaws, are
provided to each director at least ten (10) days prior to the meeting at which such
amendments, repeal, or new bylaws will be discussed and voted on.

The following types of bylaw amendments must also be approved by the voting
members at any annual or special membership meeting called for this purpose:

a. Any amendment that would materially and adversely affect the rights of
members as to voting or transfer or transfer of memberships;
b. Any amendment that would change a fixed number of directors or the
maximum or minimum number of directors on a variable board, or which
changes the board from a fixed number to a variable board or vice
versa;
c. Any amendment that extends the term of a director beyond that for
which the director was elected or which increases the term length or
maximum number of terms for directors;
d. Any amendment which increases the quorum requirement for
membership meetings;
e. Any amendment that creates, repeals, restricts, or expands proxy
rights;
f. Any amendment that authorizes, amends or repeals cumulative voting
rights; and
g. Any other amendment for which the approval of the membership is
required by law.

ARTICLE XII.

DISSOLUTION

Section 1. Voluntary Dissolution by Vote. The corporation may be dissolved at any
time by a majority vote of all the members. If the membership votes in favor of
dissolution, the directors shall promptly cease operations and proceed to dissolve the
corporation. [Note from Jill: This is a high vote threshold – majority of ALL the
voting members, not just a majority of those at a meeting where a quorum is
present. We could make it even higher – 2/3 of all the members. Other options
include “2/3 vote where a quorum is present”; or a “majority vote where a quorum
is present” (the lowest threshold).]

Section 2. Remaining Assets. Upon the dissolution of the corporation, its assets
remaining after payment, or provision for payment, of all debts and liabilities of this
corporation shall be distributed to a nonprofit organization which is organized and
operated exclusively for charitable purposes and which has established its tax exempt
status under Section 501(c)(3) of the Internal Revenue Code.

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