NOTE: Board Meeting Minutes will be regularly posted on this page.
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Board of Directors
By-Laws & Minutes
2016 Mental Health Client Action Network Board
Board members have work experience in teaching and office management; finance and marketing; technology and analytics; advanced degrees in law and philosophy; skills in the arts and counseling; a broad range of psychiatric diagnoses and interventions; and a focus on healing and wholeness. They are diverse across age, gender, sexual orientation, disability and race; range from native Californians to Massachusetts imports; and have in common a strong sense of accountability to each other and to MHCAN, and responsible engagement in the Santa Cruz community.
Melvee Filippini, Treasurer
Thomas Webb, Secretary
Sylvia Caras, Vice Chair
Steve Pleich, Chair
Elected: May, 2016
Vacancy Filled: June, 2016
BYLAWS of the
Client Action Network
A California Nonprofit Public Benefit Corporation
Section 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction of its business is located in Santa Cruz County, California.
Section 2. CHANGE OF ADDRESS
The county of the corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:
Section 3. OTHER OFFICES
The corporation may also have offices at such other 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.
Section 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be:to provide consumer education, support services, and promotion of rights for recipients of mental health services in Santa Cruz County.
Our mission is to provide mutual support and networking among the mental health client community; to strive for a voice in all matters affecting mental health recipients; to create programs controlled by clients in response to clients concerns; to promote client rights to choose and refuse care, for housing, for full and timely access to personal and medical records and service options; to educate the public from the consumer perspective; and to confront discrimination against mental health clients.
Section 1. NUMBER
The corporation shall have a number of Directors consisting of either 5, 9, 11, or 13, and collectively they shall be known as the Board of Directors.
At least two-thirds of the Board seats will be held by consumer members. Consumer members are defined as those individuals who are identified by the majority of the Board as consumers. Not more than one-third shall be filled with community members.
* The intention here is that there cannot be more than one-third community members; however, it is satisfactory to have fewer than one-third community members or none at all.
Section 2. POWERS
This corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. These powers are subject to the provisions of the California Nonprofit Public Benefit Corporation law, and any limitations in the Articles of Incorporation and Bylaws relation to action required or permitted to be taken or approved by the members, if any, of this corporation.
Section 3. DUTIES
It shall be the duty of the Directors to:
a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
b) Appoint and remove, employ and discharge the Executive Director(s), and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
d) Meet at such times and places as required by these Bylaws;
e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or telecommunicated to them at such addresses shall be valid notices thereof.
Section 4. TERMS OF OFFICE
Each Director shall be elected for a two year term. Terms will be staggered so that elections are held in both even and odd numbered years. Initially, determination of which members will be selected for one year terms and which will be selected for two years terms will be managed by lottery. This lottery will occur at the first Board meeting. The initial incorporators will appoint Directors to serve on the first Board.
Directors may be elected to a second two year term, but must then wait for one year prior to standing for re-election for other two year terms. Those initial Board members selected to serve one year terms may seek election for two two-year terms following their first year before the requirement to wait one year before standing for re-election.
Absence from three (3) or more consecutive Board meetings or five (5) Board meetings in any one year will constitute de facto removal of members. The secretary will track Board member attendance and notify any member whose lack of attendance meets this criteria. The Board is instructed to be vigilant regarding attendance of members. There are no "excused" absences.
A majority of the Directors then in office may remove any Director at any time, with or without cause.
Section 5. COMPENSATION
Directors shall serve without compensation.
Section 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:
(a)Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or
(b) 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 any such person.
No Board member shall engage in a self-dealing transaction. A self-dealing transaction is a transaction which this corporation is a party and in which one or more of its Directors has a material financial interest, unless the transaction comes within California Corporations Code Section 5233(b).
Section 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of California which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation, or after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board.
Section 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held at least once monthly at a time and date to be determined by the Board.
Directors may participate in a meeting through use of conference telephones or similar communications equipment so long as all Directors participating in such meeting can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.
At the annual meeting of Directors, in a month to be determined by the Board, Directors shall be elected by the Board of Directors in accordance with this section. Each Director may cast one vote for each vacancy by individual ballot only.
Section 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson, the Vice Chairperson, the Secretary, of by any two Directors, and such meetings shall be held at the place, within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.
Section 10. NOTICE OF MEETINGS
Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone or other telecommunications equipment. If sent by mail, the notice shall be deemed to be delivered on its deposit in the mails. Such notices shall be addressed to each Director at the Director's address or telecommunications number as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to Directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
Section 11. CONTENTS OF NOTICE
Notice of meetings shall specify the place, day, and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.
Section 12. WAIVER OF NOTICE AND CONSENT TO HOLD MEETINGS
The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice. In order for a meeting of the Board to be valid a quorum, as hereinafter defined, must be present, and either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 13. QUORUM FOR MEETINGS
A quorum shall consist of one half plus one of the number of filled Director positions and must include at least half plus one of consumer Board members present at the meeting.
*The intention here is that there cannot be more than one-third community members; however, it is satisfactory to have fewer than one-third community members or none at all.
After two (2) consecutive Board meetings with no quorum present, the remaining Board members are empowered to fill vacancies.
Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as defined, is not present. The only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.
The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting. In order for the Directors present to conduct business, a majority of those in attendance must be consumer members.
Section 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum, as defined in Article 3, Section 13 above, is present is the act of the Board of Directors. All acts of the Board must be in compliance with the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law. In particular the Board must comply with those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a Director has a material financial interest (Section 5233) and indemnification of Directors (Section 5238e), that require a greater percentage or different voting rules for approval of a matter by the Board.
Section 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by: 1) the Chairperson of the Board, (2) or, if no such person has been so designated or, in the Chairperson's absence, by the Vice Chairperson of the corporation 3) or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at each meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board. In the absence of the Secretary, the presiding officer shall appoint another person to act as Secretary of the meeting.
Section 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the Board" shall not include any "interested Director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law.
Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to so act. Such written statement shall be evidence of such authority.
Section 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal by the majority of the Board of any Director, and (2) whenever the number of authorized Directors is increased. A vacancy shall be deemed to exist on the Board if the actual number of Directors is less than the authorized number for any reason.
It is the intention of the Board to avoid being unable to fill vacancies due to quorum requirements if the number of members falls below specified numbers to maintain a quorum. In the event the composition of the filled positions of the Board is such that a quorum cannot be met, then the remaining members may fill vacancies by simple majority vote or by vote of the sole remaining Director.
Any Director may resign effective upon giving written notice to the Chairperson of the Board or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.
A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until the person's death, resignation or removal from office.
Section 18. NON-LIABILITY OF DIRECTORS
A Director shall perform the duties of Director, including duties as a member of any Board or committee on which the Director may serve, in good faith, in a manner such Director believes to be in the best interest of this corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
A person who is, or was, a Director, officer, employee or other agent of this corporation who has been successful in defense of any civil, criminal, administrative or investigative proceeding shall be indemnified against expenses actually and reasonably incurred in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against the person, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation. Indemnification will be only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.
Section 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against any liability. This indemnification against liability does not apply to any violation of provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) if asserted against or incurred by the agent in such capacity or arising out of the agent's status as such. The agent of the corporation would not be indemnified whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
Section 1. NUMBERS OF OFFICERS
The officers of the corporation shall be a Chairperson, a Vice Chairperson, a secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, one or more Vice Chairpersons, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the Chairperson of the Board.
Section 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors at the annual meeting for a one year term. Each officer shall hold office until the officer resigns or is removed, or until the officer's successor shall be elected and qualified, whichever occurs first.
Section 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.
Section 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. The Board may declare vacant the office of a Director who has missed 3 consecutive Board meetings or 5 meetings in a calendar year.
Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson or Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chairperson, such vacancy may be filled temporarily by appointment by the Chairperson until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section 6. DUTIES OF CHAIRPERSON
In the absence of an Executive Director(s), the Chairperson shall be the chief executive officer of the corporation. The Chairperson, subject to the control of the Board of Directors, shall supervise and control the affairs of the corporation and the activities of the officers. The Chairperson shall perform all duties incident to the Chairperson's office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
The Chairperson shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the Chairperson shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Section 7. DUTIES OF EXECUTIVE DIRECTOR
The Executive Director shall function as the general manager and Chief Executive Officer of the corporation, and shall manage the corporation in administering the conduct of its business. Where appropriate, the Board of Directors shall place the Executive Director under a contract of employment. The Executive Director shall be responsible to and governed by the Board of Directors. The Executive Director shall report to and advise the Board on all significant matters of the corporation's business, and shall see that all orders and resolutions of the Board are carried into effect.
The Executive Director shall be empowered to act, speak for, or otherwise represent the corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles of Incorporation and Bylaws. The Executive Director shall be responsible for the hiring and firing of all personnel other than officers elected by the Board. The Executive Director shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board. The Executive Director shall be responsible for fundraising for the corporation.
The Executive Director is authorized to contract, receive, deposit, disburse, and account for funds of the corporation in fulfillment of the corporation's objectives. In the name of the corporation, the Executive Director shall execute all bonds, contracts, deeds, leases, and other written instruments authored either generally or specifically by the Board to be executed by the corporation. The Executive Director shall negotiate all material business transactions of the corporation.
Section 8. DUTIES OF VICE CHAIRPERSON
In the absence of the Chairperson, or in the event of the Chairperson's inability or refusal to act, the Vice-Chairperson shall have all the powers of, and be subject to all the restrictions on, the Chairperson. The Vice-Chairperson shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 9. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the Board may determine, 1) a book of minutes of all meetings of the Directors, and, 2) if applicable, meetings of committees of Directors and of members, 3) recording therein the time and place of holding of such meetings whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Track member attendance at Board meetings and notify Director(s) when attendance invokes or threatens to invoke de facto removal.
Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws.
Exhibit at all reasonable times to any Director of the corporation, or to the Secretary's agent or attorney, on request therefore, the Bylaws and the minutes of the proceedings of the Directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to the Secretary from time to time by the Board of Directors.
Section 10. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits, and Funds," the Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation. The Treasurer shall deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to the Treasurer's agent or attorney, on request therefore.
Render to the Chairperson and Directors, whenever requested, an account of any or all of the Treasurer's transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to the Treasurer from time to time by the Board of Directors.
Section 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of Directors, designate three (3) or more of its members, providing a majority are consumer members, to constitute an Executive Committee. The Board may delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, except with respect to:
(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
(b) The filling of vacancies on the Board or on any committee which has the authority of the Board.
(c) The fixing of compensation of the Directors for serving on the Board or on any committee.
(d) The amendment or repeal of Articles, Bylaws or the adoption of new Bylaws.
(e) The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable.
(f) The appointment of committees of the Board or the members thereof.
(g) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.
(h) The approval of any transaction to which this corporation is a party and in which one or more of the Directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.
By a majority vote of its members then in office, the Board may at any time revoke or modify any or all the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.
Section 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Within the resolution, the Board may designate whether committee members can include non-Board members and any other instructions for the committee. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as "advisory" committees.
All committees shall keep regular minutes of their proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.
Section 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors. Changes in the context of such Bylaw provisions may be made as are necessary to substitute the committee and its members for the Board of Directors and its members. The time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. CHECKS AND NOTES
Checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the Chairperson of the corporation. In the absence of either of these two parties, the Vice Chairperson and the Secretary may sign. Exceptions may be made as specifically determined by resolution of the Board of Directors, or as otherwise required by law.
Section 3. DEPOSITS
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 depositories as the Board of Directors may select.
Section 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, grant, or devise for the charitable or public purposes of this corporation.
CORPORATE RECORDS, REPORTS AND SEAL
Section 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the State of California:
(a) Minutes of all meetings of Directors, committees of the Board and, if this corporation has members, of all meetings of members, indication the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date.
Section 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. DIRECTOR'S INSPECTION RIGHTS
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.
Section 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
Section 5. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than on hundred and twenty (120) days after the close of the corporation's fiscal year to all Directors of the corporation and, if this corporation has members, to any member who requests it in writing. This report shall contain the following information in appropriate detail:
(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, during the fiscal year;
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
(e) Any information required by Section 6 of this Article.
The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.
Section 6. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
This corporation shall mail or deliver to all Directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
(a) Any transaction in which the corporation, or it parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:
(1) Any Director or officer of the corporation, or its parent or subsidiary (a mere common Directorship shall not be considered a material financial interest); or
(2) Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any Director or officer. No such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e)(2) of the California Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
Section 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
AMENDMENT OF BYLAWS
Section 1. AMENDMENT
These Bylaws may be adopted, amended, or repealed by the vote of a majority of the Directors then in office, including a majority of the consumer Board members then in office, present at a meeting duly held at which a quorum is present. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting for the proposed bylaw revisions with explanation therefore, is given in accordance with these Bylaws, unless such notice is waived in accordance with these Bylaws.
Proposed amendments to these Bylaws shall be submitted in writing to the Directors at least one week in advance of the Board meeting at which they will be considered for adoption. The vote of two-thirds of the Directors present at any meeting or unanimous written consent of the Directors shall be required to adopt a bylaw amendment.
AMENDMENT OF ARTICLES
Section 1. AMENDMENT OF ARTICLES
Subject to any provision of law applicable to the amendment of the Articles of Incorporation of public benefit nonprofit corporations, the Articles of Incorporation may be altered, amended, or repealed and new Articles adopted by approval of two-thirds of the filled positions of the Board.
Section 2. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation. Changes shall not be made to the names and addresses of the initial incorporators of this corporation, nor the name and address of its initial agent. The only exception is 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 Nonprofit Corporation Law.
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
Section 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
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. However, 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 of Directors. 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, if any, 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 of Incorporation of this corporation and not otherwise.
Section 2. LOANS
This corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director or officer or staff person.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the initial incorporators in the Articles of Incorporation of the Mental Health Client Action Network, 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, consisting of 22 pages, as the Bylaws of this corporation.
Dated: May 30, 1995
Initial Incorporators: Bill Manchester
This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Initial Incorporators of said corporation on the date set forth below.
Dated: May 30, 1995
Initial Incorporator: Bonnie Schell