As Amended November 18, 2014
I. PRINCIPAL OFFICE [amended April 24, 1994; July 17, 1999; January 12, 2010]
The principal executive office for the transaction of the business of this corporation is located in the County of San Francisco, California, 410 Precita Avenue, San Francisco, California 94110. The Board of Directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct business.
II. OBJECTIVES AND PURPOSES [amended April 24, 1994; January 12, 2010]
The objectives and purposes of this corporation shall be to support the work of the Guidance Council of the Dances of Universal Peace, to support members of the Leaders Guild, and to link the worldwide community of participants in the Dances.
III. BOARD OF DIRECTORS [previous III. THE ADVISORY COUNCIL deleted January 12, 2010]
SECTION 1. POWERS
a) Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
b) Without prejudice to these general powers, and subject to the same limitations, the Board shall have the specific power to:
(1) Select and remove all officers, agents, and employees of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation.
(2) Change the principal executive office or the principal business office in the State of California from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any Board meeting or meetings, including annual meetings.
(3) Adopt, make, and use a corporate seal, and alter the form thereof.
(4) 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, hypothecations, and other evidences of debt and securities.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS [amended January 12, 2010; May 10, 2011]
The Board of Directors shall consist of not less than five nor more than seven Directors. The exact number of Directors may be changed, within the limits specified, by majority vote at each annual meeting. Only leaders of the Dances of Universal Peace who have been acknowledged by the Guidance Council and who remain in good standing by fulfilling those conditions as may be established from time to time by the Board of Directors may be elected to serve as Directors. At least one of the Directors shall be a member of the Guidance Council. Directors need not be residents of the State of California. [amended November 18, 2014]
SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS [amended January 12, 2010]
Directors shall be elected at each annual meeting; however, if any annual meeting is not held or the Directors are not elected at any annual meeting, they may be elected at any special meeting of the Board of Directors held for that purpose. Directors shall hold office for a term of three years, except that, in order to implement and maintain a system of staggered expiry dates the Board of Directors may determine that certain of the terms will be for less than three years. Each Director, including a Director elected to fill a vacancy or elected at a special Board meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
SECTION 4. VACANCIES
a) A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following:
(1) the death, resignation, or removal of any Director.
(2) the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of court, convicted of a felony, or has been found by final order or judgment of any court to have breached a duty under sections 5230 and following of the California Nonprofit Corporations Law.
(3) the unanimous vote of the other Directors then in office to remove a Director.
(4) the increase of the authorized number of Directors.
(5) the failure of the Board, at any meeting of the Board at which an Director or Directors are to be elected, to elect the full number of Directors to be elected at such meeting.
b) Except as provided in this paragraph, any Director may resign, which resignation shall be effective upon giving written notice to the president, the secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. No Director may resign when the corporation would then be left without a duly elected Director or Directors in charge of its affairs.
c) No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
d) Vacancies in the Board shall be filled by majority vote of the remaining Directors then in office even if less than a quorum, or by the sole remaining Director.
SECTION 5. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting, or, if not stated in the notice, or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 5., a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
SECTION 6. ANNUAL MEETING [amended January 12, 2010]
The annual meeting of the Board of Directors of the corporation shall be held on the first Saturday of April of each year at 1:00 p.m. at the principal office of the corporation, or at any other time in each year at any other place determined by a resolution of the Board of Directors. No notice of any such annual meeting need be given if it is held on the first Saturday of April at 1:00 p.m. at the principal office of the corporation; otherwise written notice of the time and place of the annual meeting shall be delivered personally to each Director or sent to each Director by mail or other form of written communication, charges prepaid, addressed to him or her at the address shown on the records of the corporation, or if it is not shown of the records of the corporation or is not readily ascertainable, at the place where the meetings of the Board of Directors are regularly held. Any notice shall be mailed or delivered at least five days before the date of the annual meeting.
SECTION 7. ORGANIZATION OF ANNUAL MEETING [amended April 16, 1993; January 12, 2010]
a) The purpose of the annual meeting is to elect members of the Board of Directors and to receive and approve reports on the operations and finances of the corporation during the preceding year.
b) At least two months prior to the annual meeting, the Board will determine the number of Director positions to be filled by election and will appoint a nominating committee made up of two current or past Directors as well as the Spiritual Director of the Sufi Ruhaniat International or designate. The nominating committee will solicit nominations and submit a proposed slate to all Directors in writing at least 10 days prior to the annual meeting.
c) Directors shall be elected by majority vote of the Board.
SECTION 8. OTHER REGULAR MEETINGS
Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.
SECTION 9. SPECIAL MEETINGS
a) Special meetings of the Board of Directors for any purpose may be called at any time by the president, the vice president, the secretary, or any two Directors.
b) Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (1) personal delivery of written notice or by telephone communication either directly to the Director or to a person at the Director's residence or business office who would reasonably be expected to communicate such notice promptly to the Director. Such notice must be given at least 48 hours before the time set for the meeting. (2) first class mail, postage paid. Such notice shall be deposited into a United States mail box at least four days before the time set for the meeting, and shall be addressed to the Director at his/her address as it is shown on the records of the corporation.
SECTION 10. WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors, however called and noticed or 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 of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All 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 shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
SECTION 11. QUORUM
One half of the authorized number of Directors shall constitute a quorum for the transaction of business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
SECTION 12. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
SECTION 13. COMPENSATION OF DIRECTORS
Directors shall receive no compensation for their services in this capacity. They may receive such reimbursement of expenses as may be determined by resolution of the Board of Directors to be just and reasonable.
SECTION 1. OFFICERS
The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. At the discretion of the Board of Directors, the corporation may have such other officers as the Board may appoint. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as president.
SECTION 2. ELECTION OF OFFICERS
The officers of the corporation shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
SECTION 3. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the Board.
SECTION 4. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
SECTION 5. VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by the Board of Directors.
SECTION 6. PRESIDENT
The president shall, subject to the control of the Board of Directors, generally supervise, direct, and control the business and the officers of the corporation. S(he) shall preside at all meetings of the Board of Directors. S(he) shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
SECTION 7. VICE PRESIDENT
In the absence or disability of the president, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed for him/her by the Board of Directors.
SECTION 8. SECRETARY
(a) The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meeting and action of the Board of Directors, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings
(b) The secretary shall also give, or cause to be given, notice of all meetings of the Board of Directors required by these Bylaws to be given. S(he) shall keep the seal of the corporation in safe custody. S(he) shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
SECTION 9. TREASURER
(a) The treasurer shall serve as the chief financial officer of the corporation. S(he) shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times.
(b) The treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors; shall disburse the funds of the corporation as may be ordered by the Board of Directors; shall render to the president, and to the members of the Board of Directors, whenever they request it, an account of all of his/her transactions as treasurer and of the financial condition of the corporation; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
V. CORPORATE RECORDS
(a) The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the Articles and Bylaws as amended to date.
(b) The accounting books, records, and minutes of proceedings of the Board of Directors shall be kept at such place or places as may be designated by the Board of Directors, or in the absence of such designation at the principal executive office of the corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form.
(c) Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and physical properties of the corporation and any subsidiary corporation. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
VI. CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the corporation and a natural person.
VII. AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed and new bylaws adopted by the vote of a majority of the members of the Board of Directors at any Board meeting.
end of bylaws