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To WAOE
World Association for
Online Education
Bylaws Submitted to California and IRS
Authorities
Bylaws Submitted to California and IRS Authorities
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To WAOE
OF
WORLD ASSOCIATION FOR ONLINE EDUCATION
A CALIFORNIA PUBLIC BENEFIT CORPORATION
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The corporation has no principal office for the transaction
of its business. Business in this corporation is transacted
entirely over the Internet, through links available online
at www.waoe.org, and by email, mail, or phone.
The address of the initial agent for service of process is
located in Sacramento County, California.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation's initial agent for service of
process can be changed only by amendment of these Bylaws and
not otherwise. The Board of Directors may, however, change
the address of the initial agent for service of process 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:
_________________________________ Dated: ___________,
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_________________________________ Dated: ___________,
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SECTION 3. OTHER OFFICES
The corporation may 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.
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To WAOE
PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation
shall be:
(a) to organize a worldwide professional association of
educators who use or wish to use online computer technology
for education,
(b) to advance the development, implementation, evaluation,
and administration of online education in all fields of
learning,
(c) to advance technical and institutional support for
practitioners,
(d) to encourage the dissemination of online education, its
related technologies, needed skills, and perspectives as a
discipline,
(e) to promote scholarly activities which systematically
apply educational theories and research to online
education,
(f) to sponsor both voluntary and professional activities,
providing online communication forums, online conferences,
an electronic journal, and other online publications,
(g) to organize ongoing asynchronous and synchronous online
communication channels by which members exchange ideas and
engage in scholarly discussions of issues related to online
education and in pan-disciplinary subject areas at all
levels of true education,
(h) to serve the need for online education to become a
professional discipline based on sound pedagogical
principles and humanistic ethics,
(i) to promote the deserved enhancement of the professional
status of online educators, technology specialists, and
administrators who implement online education responsibly in
terms of pedagogical principles and humanistic
considerations,
(j) to promote professionalism and high quality in online
education so that such educational methods merit recognition
as equally valid as pre-World-Wide Web approaches to sharing
reliable knowledge, conducting specialized training, and
certifying educational attainment,
(k) to develop sites referencing educational resources in
various fields based at servers throughout the world and
providing information on sources of reliable knowledge or
discussions in various fields of learning, with annotations
and links to sites recommended for research and to
educational programs partly or wholly online after review
for pedagogical effectiveness,
(l) to organize expertise in online educational issues to
serve the professional needs of practitioners,
(m) to assist practitioners in the conceptualization,
planning, construction, administration, and evaluation of
online instruction, as well as in the selection and use of
academically reliable online resources in face-to-face
courses,
(n) to be supportive of beginning practitioners and those
with little choice but to offer elements of courses
online,
(o) to apply time-honored academic standards and ethics to
new educational media,
(p) to guide the development of standards for online
education, which in turn provide criteria for the
evaluation, certification and accreditation of online
learning programs,
(q) to defend the integrity of the online educational
profession by rectifying misinformation about the Internet
and education, and by condemning unsubstantiated claims and
practices judged to constitute a misuse of educational
technology for purposes ulterior to education,
(r) to provide channels for educators in similar fields or
for interdisciplinary projects, whether the educators or
students are in proximity or geographically distant, to join
in collaborative and cooperative development and delivery of
online courses and resources,
(s) reflecting the global potential of Internet
technologies, to fill the need for an organization of
worldwide educators, one that is unencumbered by geography,
physical travel, paper publications and other material means
of production that must be subsidized by members,
(t) to maintain a global perspective as a world
organization, supporting multilingualism and
multiculturalism in online education, preserving human
rights to diversity and mutual respect despite differences,
and encouraging intercultural sensitivity and world
reconciliation through intercultural communication among
global citizens,
(u) to be as inclusive as possible in scope, serving the
aspirations of all members and working for equitable access
to online education and to membership,
and,
(v) as world civilizations become digitized, to create an
organization that can function entirely with digital
technologies and thus provide worldwide access to its
activities, research, and support.
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To WAOE
DIRECTORS
SECTION 1. NUMBER OF DIRECTORS
The members of the corporation shall elect five (5)
directors who also serve concurrently as the officers of the
corporation. Collectively, in their capacity as directors,
they shall be known as the Board of Directors. The number
may be changed by amendment of this Bylaw, or by repeal of
this Bylaw and adoption of a new Bylaw, as provided in these
Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public
Benefit Corporation law and any limitations in the Articles
of Incorporation and Bylaws relating to action required or
permitted to be taken or approved by the members of this
corporation, the activities and affairs of this corporation
shall be conducted and all corporate powers shall be
exercised by or under the direction of the Board of
Directors.
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, and, except as
otherwise provided in these Bylaws, prescribe the duties and
fix the compensation, if any, of all appointed officers,
agents, and employees of the corporation;
(c) Supervise all appointed 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, emailed, faxed,
or telegraphed to them at such addresses shall be valid
notices thereof.
SECTION 4. TERMS OF OFFICE
Directors shall be elected by the members of the corporation
at the Annual Members' Meeting or by ballot within seven
days after the meeting adjourns. The elected directors of
the corporation shall serve concurrently as the officers of
the corporation for staggered two year terms of office,
except that three of the original directors shall hold
office until the end of Annual Members' Meeting in 2000 or
until their successors are elected and qualify, and two
original directors shall hold office until the end of Annual
Members' Meeting in 2001 or until their successors are
elected and qualify.
Except in the five cases mentioned above, each director
shall hold office until the end of the Annual Members'
Meeting two years after his or her election to the Board of
Directors as specified in these Bylaws, and until his or her
successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they
shall be allowed and paid reasonable advancement or
reimbursement of expenses incurred in the performance of
their regular duties as directors as specified in Section 3
of this Article. Directors may not be compensated for
rendering services to the corporation in any capacity unless
such other compensation is reasonable and is allowable under
the provisions of Section 6 of this Article.
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 reimbursement of expenses 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.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held, synchronously or asynchronously, on
the Internet, by email, by telephone conference, by video
conference, or by similar communications technology at a
virtual address posted at http://www.waoe.org, unless
otherwise provided by the board or at such actual 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 on the Internet, by email, by telephone conference,
by video conference, or by similar communications technology
shall be valid only if held on the written consent of all
directors given either before or after the meeting and filed
with the Executive 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.
Any meeting, regular or special,held on the Internet, by
email, by conference telephone, by video conference, or by
similar communications equipment shall be valid, as long as
all directors participating in such meeting can read, see,
or hear one another and as long as all directors
participating can respond in a timely manner.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held at 3 a.m.
Pacific Daylight Time (PDT), 1000 GMT on the first Friday in
July, unless such day falls on a legal holiday, in which
event the regular meeting shall be held at the same hour and
place on the next Friday in July. This meeting shall be
known as the Annual Directors' Meeting.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by
the Chairperson of the board, the Vice President, the
Executive Secretary, or by any two directors, and such
meetings shall be held at the place, real or virtual, within
or without the State of California, designated by the person
or persons calling the meeting.
SECTION 10. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice.
Special meetings of the board shall be held upon seven (7)
days' notice by email, FAX, or postal service. The notice
shall be deemed to be delivered on its deposit in a
corporation email listserve to which the director is
subscribed or on its delivery to the director's email
address, or on sending the FAX, or on its deposit in a
postal service box. Such notices shall be addressed to each
director at his or her email, FAX, or postal address 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 not herein dispensed with shall specify
the place, day and hour of the meeting. Notice of meetings
to be held using online communication technology shall
specify the virtual place and times of the meeting. The
purpose of any board meeting need not be specified in the
notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING
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,
provided a quorum, as hereinafter defined, is present and
provided that 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 two (2) Directors.
Directors will be considered present at a scheduled meeting
if they maintain a phone, video conference, email, or
Internet connection to the meeting and can read, see, or
hear, and can respond to all of the proceedings. 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 hereinafter defined, is not present, and 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, provided
that any action thereafter taken must be approved by at
least a majority of the required quorum for such meeting or
such greater percentage as may be required by law, or the
Articles of Incorporation or Bylaws of this corporation.
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
is present is the act of the Board of Directors, unless the
Articles of Incorporation or Bylaws of this corporation, or
provisions of the California Nonprofit Public Benefit
Corporation Law, particularly 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), 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
the Chairperson of the Board who is also the President of
the corporation, or, if no such person has been so
designated or, in his or her absence, the Vice-President of
the corporation or, in the absence of each of these persons,
by an acting Chairperson chosen by a majority of the
directors present at the meeting. The Executive Secretary of
the corporation shall act as secretary of all meetings of
the board, provided that, in his or her absence, the
presiding officer shall appoint another person to act as
Secretary of the Meeting.
Meetings shall be governed by Robert's Rules of Order, as
such rules may be revised from time to time to accommodate
the communications technology used for the meetings, insofar
as such rules are not inconsistent with or in conflict with
these Bylaws, with the Articles of Incorporation of this
corporation, or with provisions of law.
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, and such
statement shall be prima facie evidence of such
authority.
SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the
death, resignation or removal of any director, and (2)
whenever the number of authorized directors is
increased.
The Board of Directors may declare vacant the office of a
director who has been declared of unsound mind by a final
order of court, or convicted of a felony, or been found by a
final order or judgment of any court to have breached any
duty under Section 5230 and following of the California
Nonprofit Public Benefit Corporation Law.
If the corporation has less than fifty (50) members,
directors may be removed without cause by a majority of all
members, or, if the corporation has fifty (50) or more
members, by vote of a majority of the votes represented at a
membership meeting at which a quorum is present.
Any director may resign effective upon giving written notice
to the Chairperson of the board, the Executive Secretary, or
the Board of Directors, 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.
Vacancies on the board may be filled by approval of the
board or, if the number of directors then in office is less
than a quorum, by (1) the unanimous written consent of the
directors then in office, (2) the affirmative vote of a
majority of the directors then in office at a meeting held
pursuant to notice or waivers of notice complying with this
Article of these Bylaws, or (3) a sole remaining director.
However, vacancies created by the removal of a director may
be filled only by the approval of the members. The members
of this corporation may elect a director at any time to fill
any vacancy not filled by the directors.
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 his or her death,
resignation or removal from office.
SECTION 18. NON-LIABILITY OF DIRECTORS
The 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
To the extent that a person who is, or was, a director,
officer, employee or other agent of this corporation has
been successful on the merits in defense of any civil,
criminal, administrative or investigative proceeding brought
to procure a judgment against such person by reason of the
fact that he or she is, or was, an agent of the corporation,
or has been successful in defense of any claim, issue or
matter, therein, such person shall be indemnified against
expenses actually and reasonably incurred by the person in
connection with such proceeding.
If such person either settles any such claim or sustains a
judgment against him or her, then indemnification against
expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings
shall be provided by this corporation but 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 other than for violating provisions of law
relating to self-dealing (Section 5233 of the California
Nonprofit Public Benefit Corporation Law) asserted against
or incurred by the agent in such capacity or arising out of
the agent's status as such, 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.
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To WAOE
OFFICERS
SECTION 1. NUMBER OF OFFICERS
The members of the corporation shall elect five (5) officers
who shall also serve concurrently as the directors of the
corporation. The officers of the corporation shall be a
President, a Vice President, a Secretary who shall be
designated the Executive Secretary, a Chief Financial
Officer who shall be designated the Treasurer, and a
Membership Committee Chair. The corporation may also have,
as determined by the Board of Directors, one or more
Assistant Secretaries, Assistant Treasurers, or other
appointed officers. Any number of offices may be held by the
same person except that neither the Secretary nor the
Treasurer may serve as the President or 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 members of the corporation
at the Annual Members' Meeting or by ballot within seven
days after the meeting adjourns. The elected officers of the
corporation shall serve concurrently as both officers and
directors for staggered two year terms of office, except
that the original Executive Secretary, Vice-President, and
Membership Committee Chair shall hold office until the end
of the Annual Members' Meeting in 2000 or until their
successors are elected and qualify, and the original
President and Treasurer shall hold office until the end of
Annual Members' Meeting in 2001 or until their successors
are elected and qualify.
Except in the five cases mentioned above, each officer shall
hold office until the end of the Annual Members' Meeting two
years after his or her election as specified in these
Bylaws, and until his or her successor is elected and
qualifies.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or
agents as it may deem desirable, and such appointed 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 appointed officer may be removed, either with or without
cause, by the Board of Directors, at any time. Any elected
officer shall be deemed removed should the majority of
members vote to remove the directorship of that officer, as
provided in Article 3, section 17.
Any officer may resign at any time by giving written notice
to the Board of Directors or to the President or Secretary
of the corporation. Resigning from elected office shall be
deemed the same act as resigning from the Board of
Directors. Any such resignation shall take effect at the
date of receipt of such notice or at any later date
specified therein, and, 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,
disqualification, or otherwise, of any officer shall be
filled by the Board of Directors. Vacancies created by the
removal of a director may be filled only by the approval of
the members, as provided in Article 3, section 17. In the
event of a vacancy in any office other than that of
President, such vacancy may be filled temporarily by
appointment by the President 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 PRESIDENT
The President shall:
(a) Be the chief executive officer of the
corporation.
(b) Serve as Chair of the Board of Directors, presiding
at all meetings of the Board of Directors and all meetings
of the members.
(c) Preside as Chair over the parliamentary processes of
the Coordinating Ring.
(d) Serve as ex-officio nonvoting member of other
advisory committees and content-area work groups
(OCREWs).
(e) Control the affairs of the corporation.
(f) Supervise the activities of the officers.
(g) Except as otherwise expressly provided by law, by the
Articles of Incorporation, or by these Bylaws, execute, in
the name of the corporation, such deeds, mortgages, bonds,
contracts, checks, or other instruments which may from time
to time be authorized by the Board of Directors.
(h) Publicize and represent the corporation to the
world.
(i) Perform all duties incident to his or her 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.
SECTION 7. DUTIES OF VICE PRESIDENT
The Vice-President of the corporation shall:
(a) Serve as a Director on the Board of Directors for the
duration of his or her elected term.
(b) Serve as a voting member of the Coordinating Ring,
except when acting in place of the President.
(c) Serve as ex-officio nonvoting member of other
advisory committees and content-area work groups.
(d) Oversee content-area work groups (known as Online
Course and Resource Evaluation Work Groups or OCREWs).
(e) Assist in organizing new Online Course and Resource
Evaluation Work Groups (OCREWs) as needed.
(f) In the absence of the President, or in the event of
his or her inability or refusal to act, 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 on, the President and the Chair of the
Board of Directors.
(g) The Vice President 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 8. DUTIES OF THE EXECUTIVE SECRETARY
The Executive Secretary shall:
(a) Serve as a Director on the Board of Directors for the
duration of his or her elected term.
(b) Serve as a voting member of the Coordinating
Ring.
(c) Serve as ex-officio nonvoting member of other
advisory committees and content-area work groups.
(d) Certify and keep available at such place as the board
may determine and online at the corporate web site, the
original or a copy of these Bylaws as amended or otherwise
altered to date.
(e) Keep at such place as the board may determine and
online at the corporate web site the minutes, log, or
archive of all meetings of the directors, and, if
applicable, meetings of committees of directors and of
members, recording therein the time and place of holding,
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.
(f) See that all notices are duly given in accordance
with the provisions of these Bylaws or as required by
law.
(g) 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.
(h) Keep at such place as the board may determine , and
on a secured corporate web site, a membership register and
book containing the name and addresses of each and any
members, and, in the case where any membership has been
terminated, he or she shall record such fact in the
membership register together with the date on which such
membership ceased.
(i) Administer and keep a secure record of personal
identification numbers (PIN) assigned to members who submit
notarized signature cards or secure graphics of signatures
to the Executive Secretary authorizing the corporation to
use a member's online submission of his or her PIN as his or
her legal signature in an official document.
(j) Exhibit at all reasonable times to any director of
the corporation, or to his or her agent or attorney, on
request therefor, the Bylaws, the membership book and
register, and the minutes of the proceedings of the
directors of the corporation.
(k) Arrange for and maintain a corporate server or server
account and domain name.
(l) Arrange for or design, and maintain corporate web
pages, bulletin boards, forms, scripts, ballots, and other
technical aspects of having a web presence.
(m) Arrange for and maintain online communications for
members, committees, OCREWs, officers, and visitors; for
elections; and for regular and special meetings of the
membership and the Board of Directors.
(n) In general, perform all duties incident to the office
of Executive 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
him or her from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the
"Execution of Instruments, Deposits and Funds," the
Treasurer shall:
(a) Serve as a Director on the Board of Directors for the
duration of his or her elected term.
(b) Serve as a voting member of the Coordinating
Ring.
(c) Serve as Chair of the Planning and Finance
Committee.
(d) Serve as ex-officio nonvoting member of other
advisory committees and content-area work groups.
(e) Have charge and custody of, and be responsible for,
all funds and securities of the corporation, and 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.
(f) Receive, and give receipt for, monies due and payable
to the corporation from any source whatsoever.
(g) Receive, and give receipt for, membership dues and
donations paid with ATM or international bank card or
another medium of electronic exchange.
(h) 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.
(i) 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.
(j) Exhibit at all reasonable times the books of account
and financial records to any director of the corporation, or
to his or her agent or attorney, on request therefor.
(k) Render to the President and directors, whenever
requested, an account of any or all of his or her
transactions as Treasurer and of the financial condition of
the corporation.
(l) Prepare, or cause to be prepared, and certify, or
cause to be certified, the financial statements to be
included in any required reports.
(m) Post the financial statements to corporate web pages
for the annual meetings of members and directors.
(n) 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 him or her from
time to time by the Board of Directors.
SECTION 10. DUTIES OF THE MEMBERSHIP COMMITTEE
CHAIR
The Membership Committee Chair shall:
(a) Serve as a Director on the Board of Directors for the
duration of his or her elected term.
(b) Serve as a voting member of the Coordinating
Ring.
(c) Serve as the Chair of the Membership Committee.
(d) Serve as ex-officio nonvoting member of advisory
committees and content-area work groups.
(e) Assist in recruiting new members and respond to
membership questions.
(f) With the assistance of the Executive Secretary,
design, script, test, and maintain membership forms.
(g) In consultation with the Treasurer and with the
assistance of the Executive Secretary, arrange for or create
and maintain an online form which securely receives
membership dues and donations paid with members' ATMs or
international bank cards or another medium of electronic
exchange.
(h) Receive and store data from online membership
registration forms.
(i) Issue Membership Certificates to members in good
standing.
(j) Submit reports and updates of membership information
for the Executive Secretary's corporate files and web pages,
including the name, email address, geographical address, and
FAX and phone numbers of each member if available.
(k) Contact related organizations to arrange links and
associate memberships, when possible.
(l) In general, perform all duties incident to the office
of Membership Committee Chair 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
him or her from time to time by the Board of Directors.
SECTION 11. COMPENSATION
The salaries of the officers, if any, shall be fixed from
time to time by resolution of the Board of Directors, and no
officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a director of the
corporation, provided, however, that such compensation paid
a director for serving as an officer of this corporation
shall only be allowed if permitted under the provisions of
Article 3, Section 6 of these Bylaws. In all cases, any
salaries received by officers of this corporation shall be
reasonable and given in return for services actually
rendered for the corporation which relate to the performance
of the charitable or public purposes of this
corporation.
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To WAOE
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of directors,
designate two (2) or more of its members (who may also be
serving as officers of this corporation) to constitute an
Executive Committee and 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 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 of 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. 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.
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,
with such changes in the context of such Bylaw provisions as
are necessary to substitute the committee and its members
for the Board of Directors and its members, except that the
time for regular meetings of committees may be fixed by
resolution of the Board of Directors or by the committee.
The time for special meetings of committees may also be
fixed by the Board of Directors. 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.
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To WAOE
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, and 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
Except as otherwise specifically determined by resolution of
the Board of Directors, or as otherwise required by law,
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
President of the corporation.
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, or devise for
the charitable or public purposes of this corporation.
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CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep available at such place as the
board may determine in the State of California:
(a) Minutes of all meetings of directors, committees of the
board and of all meetings of members, indicating 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 record of its members indicating their names and
addresses and, if applicable, the class of membership held
by each member and the termination date of any
membership;
(d) A copy of the corporation's Articles of Incorporation
and Bylaws as amended to date, which shall be open to
inspection by the members of the corporation on demand and
at the corporate web site.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a
corporate seal. Such seal shall be kept at such place as the
board may determine or in the care of the Executive
Secretary. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any
such instrument.
SECTION 3. DIRECTORS' 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. MEMBERS' INSPECTION RIGHTS
Each and every member of this corporation shall have the
following inspection rights, for a purpose reasonably
related to such person's interest as a member:
(a) To inspect and copy the record of all members' names,
addresses and voting rights, at reasonable times, upon five
(5) business days' prior written demand on the corporation,
which demand shall state the purpose for which the
inspection rights are requested.
(b) To obtain from the Secretary of the corporation, upon
written demand and payment of a reasonable charge, an
alphabetized list of the names, addresses and voting rights
of those members entitled to vote for the election of
directors as of the most recent record date for which the
list has been compiled or as of the date specified by the
member subsequent to the date of demand. The demand shall
state the purpose for which the list is requested, which
purpose shall not be the commercial use of members' data.
The membership list shall be made available on or before the
later of ten (10) business days after the demand is received
or after the date specified therein as of which the list is
to be compiled. The member receiving the list agrees to
maintain the confidentiality of personal addresses.
(c) To inspect at any reasonable time the books, records, or
minutes of proceedings of the members or of the board or
committees of the board, upon written demand on the
corporation by the member, for a purpose reasonably related
to such person's interests as a member.
SECTION 5. 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 6. ANNUAL REPORT
The board shall cause an annual report to be furnished not
later than one hundred and twenty (120) days after the close
of the corporation's fiscal year to all directors of the
corporation and to any member who requests it in writing,
which 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 7 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.
If this corporation receives TWENTY-FIVE THOUSAND DOLLARS
($25,000), or more, in gross revenues or receipts during the
fiscal year, this corporation shall automatically send the
above annual report to all members, in such manner, at such
time, and with such contents, including an accompanying
report from independent accountants or certification of a
corporate officer, as specified by the above provisions of
this Section relating to the annual report.
SECTION 7. 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 its 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, except that 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.
If this corporation provides all members with an annual
report according to the provisions of Section 6 of this
Article, then such annual report shall include the
information required by this Section.
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the
first of July and end on the 30th of June in each year.
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To WAOE
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the
amendment of Bylaws of public benefit nonprofit
corporations, these Bylaws, or any of them, may be altered,
amended, or repealed and new Bylaws adopted as follows:
(a) Subject to the power of members to change or repeal
these Bylaws under Section 5150 of the Corporations Code, by
approval of the Board of Directors unless the Bylaw
amendment would materially and adversely affect the rights
of members as to voting or transfer, provided, however, if
this corporation has admitted any members, then a Bylaw
specifying or changing the fixed number of directors of the
corporation, the maximum or minimum number of directors, or
changing from a fixed to variable board or vice versa, may
not be adopted, amended, or repealed except as provided in
subparagraph (b) of this Section; or
(b) By approval of the members of this corporation.
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AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION OF
MEMBERS
Before any members have been admitted to the corporation,
any amendment of the Articles of Incorporation may be
adopted by approval of the Board of Directors.
SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION OF
MEMBERS
After members have been admitted to the corporation,
amendment of the Articles of Incorporation may be adopted by
the approval of the Board of Directors and by the approval
of the members of this corporation.
SECTION 3. 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 of the names and addresses of the first
directors of this corporation, nor the name and address of
its initial agent, except 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.
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To WAOE
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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,
provided, however, that 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; and 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 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.
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To WAOE
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MEMBERS
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
The corporation shall have only one class of members. No
member shall hold more than one membership in the
corporation. Except as expressly provided in or authorized
by the Articles of Incorporation or Bylaws of this
corporation, all memberships shall have the same rights,
privileges, restrictions and conditions.
SECTION 2. QUALIFICATIONS OF MEMBERS
Any person is qualified to become a member of this
corporation.
SECTION 3. ADMISSION OF MEMBERS
Applicants shall be admitted to membership on making
application therefor online at the corporate web site or in
writing, and upon volunteering services or skills needed by
the corporation and upon payment of the first annual dues,
as specified in the following sections of this Bylaw.
SECTION 4. FEES, DUES AND ASSESSMENTS
(a) The annual dues payable to the corporation by members
shall be in such amount as may be determined from time to
time by resolution by the Board of Directors.
(b) With permission of the President and Chair of the Board
of Directors and any other director on the Board, or with
permission of the majority of the Board of Directors,
members may volunteer and perform duties and services needed
by the corporation and shall be exempt from paying annual
dues in any year the member performs these duties and
services. A description of the duties and services to be
performed and the terms of their performance shall be
maintained with the membership book and register, except
that officers, appointed officers, active committee and
workgroup chairs, and employees of the corporation need only
state their titles in the membership records.
(c) Memberships shall be nonassessable.
SECTION 5. NUMBER OF MEMBERS
There is no limit on the number of members the corporation
may admit.
SECTION 6. MEMBERSHIP BOOK
The corporation shall keep a membership book containing the
name and addresses of each member. Termination of the
membership of any member shall be recorded in the book,
together with the date of termination of such membership.
Such book shall be kept at such place as the board may
determine and shall be available for inspection by any
director or member of the corporation on written demand.
The record of names and addresses of the members of this
corporation shall constitute the membership list of this
corporation and shall not be used, in whole or part, by any
person for any purpose not reasonably related to a member's
interest as a member.
SECTION 7. NONLIABILITY OF MEMBERS
A member of this corporation is not, as such, personally
liable for the debts, liabilities, or obligations of the
corporation.
SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising
therefrom. All rights of membership cease upon the member's
death.
SECTION 9. TERMINATION OF MEMBERSHIP
(a) Grounds for Termination. The membership of a member
shall terminate upon the occurrence of any of the following
events:
(1) Upon his or her notice of such termination delivered to
the President or Secretary of the corporation personally or
by mail, such membership to terminate upon the date of
delivery of the notice or date of deposit in the mail.
(2) Upon a determination by the Board of Directors that the
member has engaged in conduct materially and seriously
prejudicial to the interests or purposes of the
corporation.
(3) Upon a failure to renew his or her membership and pay
annual dues or receive an exemption from dues as described
in Section 4 (b) on or before the first of July in each
year, such termination to be effective thirty (30) days
after a written notification of delinquency is given
personally, emailed, or mailed to such member by the
Secretary of the corporation. A member may avoid such
termination by paying the amount of delinquent dues or by
presenting an exemption agreement within a thirty (30)-day
period following the member's receipt of the written
notification of delinquency.
(b) Procedure for Expulsion. Following the determination
that a member should be expelled under subparagraph (a)(2)
of this section, the following procedure shall be
implemented:
(1) A notice shall be sent by first-class or registered mail
to the last address of the member as shown on the
corporation's records, setting forth the expulsion and the
reasons therefor. Such notice shall be sent at least fifteen
(15) days before the proposed effective date of the
expulsion.
(2) The member being expelled shall be given an opportunity
to be heard, either orally or in writing, at a hearing to be
held not less than five (5) days before the effective date
of the proposed expulsion. The hearing will be held by the
Board of Directors in accordance with the quorum and voting
rules set forth in these Bylaws applicable to the meetings
of the Board. The notice to the member of his or her
proposed expulsion shall state the date, time, and place of
the hearing on his or her proposed expulsion.
(3) Following the hearing, the Board of Directors shall
decide whether or not the member should in fact be expelled,
suspended, or sanctioned in some other way. The decision of
the Board shall be final.
(4) If this corporation has provided for the payment of dues
by members, any person expelled from the corporation shall
receive a refund of dues already paid. The refund shall be
pro-rated to return only the unaccrued balance remaining for
the period of the dues payment.
SECTION 10. RIGHTS ON TERMINATION OF MEMBERSHIP
All rights of a member in the corporation shall cease on
termination of membership as herein provided.
SECTION 11. AMENDMENTS RESULTING IN THE TERMINATION OF
MEMBERSHIPS
Notwithstanding any other provision of these Bylaws, if any
amendment of the Articles of Incorporation or of the Bylaws
of this corporation would result in the termination of all
memberships or any class of memberships, then such amendment
or amendments shall be effected only in accordance with the
provisions of Section 5342 of the California Nonprofit
Public Benefit Corporation Law.
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To WAOE
MEETINGS OF MEMBERS
SECTION 1. PLACE OF MEETINGS
Meetings shall be held, synchronously or asynchronously, on
the Internet, by email, by telephone conference, by video
conference, or by similar communications technology at a
virtual address posted at http://www.waoe.org unless
otherwise provided by the Board of Directors or at such
actual place within or without the State of California which
has been designated from time to time by resolution of the
Board of Directors.
Any meeting, regular or special,held on the Internet, by
email, by telephone conference, by video conference, or by
similar communications equipment shall be valid, as long as
all members participating in such meeting can read, see, or
hear one another and as long as all members participating
can respond in a timely manner.
SECTION 2. ANNUAL MEETINGS
The members shall meet annually on the last Friday in June
in each year, at 3 a.m. Pacific Daylight Time (PDT), 1000
GMT, for the purpose of electing officers and directors, and
transacting other business as may come before the meeting.
The candidates receiving the highest number of votes up to
the number of officers and directors to be elected shall be
elected. Each voting member shall cast one vote, with voting
being by ballot only. The annual meeting of members for the
purpose of electing officers directors shall be deemed a
regular meeting, and any reference in these Bylaws to
regular meetings of members refers to this annual
meeting.
If the day fixed for the annual meeting falls on a legal
holiday, such meeting shall be held at the same hour and
place on the next day.
SECTION 3. SPECIAL MEETINGS OF MEMBERS
(a) Persons Who May Call Special Meetings of Members.
Special meetings of the members shall be called by the Board
of Directors, the Chairperson of the Board, or the Vice-
President of the corporation. In addition, special meetings
of the members for any lawful purpose may be called by five
percent (5%) or more of the members.
SECTION 4. NOTICE OF MEETINGS
(a) Time of Notice. Whenever members are required or
permitted to take action at a meeting, a written notice of
the meeting shall be given by the Secretary of the
corporation not less than ten (10) nor more than ninety (90)
days before the date of the meeting to each member who, on
the record date for the notice of the meeting, is entitled
to vote thereat, 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
twenty (20) days before the meeting.
(b) Manner of Giving Notice. Notice of a members' meeting or
any report shall be given either personally or by mail or
other means of written communication, addressed to the
member at one of the addresses of such member appearing on
the books of the corporation or given by the member to the
corporation for the purpose of notice; or if no address
appears or is given, at the web site of the corporation at
www.waoe.org. Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail,
sent by email, sent by telegram, or posted at the corporate
web site or other means of written communication.
(c) Contents of Notice. Notice of a membership meeting shall
state the place, date, and time of the meeting and (1) in
the case of a special meeting, the general nature of the
business to be transacted, and no other business may be
transacted, or (2) in the case of a regular meeting, those
matters which the Board, at the time notice is given,
intends to present for action by the members. Subject to any
provision to the contrary contained in these Bylaws,
however, any proper matter may be presented at a regular
meeting for such action. The notice of any meeting of
members at which directors are to be elected shall include
the names of all those who are nominees at the time notice
is given to members.
(d) Notice of Meetings Called by Members. If a special
meeting is called by members as authorized by these Bylaws,
the request for the meeting shall be submitted in writing,
specifying the general nature of the business proposed to be
transacted and shall be delivered personally or sent by
registered mail or by telegraph to the Chairperson of the
Board, President, Vice President or Secretary of the
corporation. The officer receiving the request shall
promptly cause notice to be given to the members entitled to
vote that a meeting will be held, stating the date of the
meeting. The date for such meeting shall be fixed by the
Board and shall not be less than thirty-five (35) nor more
than ninety (90) days after the receipt of the request for
the meeting by the officer. If the notice is not given
within twenty (20) days after the receipt of the request,
persons calling the meeting may give the notice
themselves.
(e) Waiver of Notice of Meetings. The transactions of any
meeting of members, however called and noticed, and wherever
held, shall be as valid as though taken at a meeting duly
held after regular call and notice, if a quorum is present
either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not
present in person or by proxy, signs a written waiver of
notice or a consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents
and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Waiver of notices
or consents need not specify either the business to be
transacted or the purpose of any regular or special meeting
of members, except that if action is taken or proposed to be
taken for approval of any of the matters specified in
subparagraph (f) of this section, the waiver of notice or
consent shall state the general nature of the proposal.
(f) Special Notice Rules for Approving Certain Proposals. If
action is proposed to be taken or is taken with respect to
the following proposals, such action shall be invalid unless
unanimously approved by those entitled to vote or unless the
general nature of the proposal is stated in the notice of
meeting or in any written waiver of notice:
1. Removal of directors without cause;
2. Filling of vacancies on the Board by members;
3. Amending the Articles of Incorporation; and
4. An election to voluntarily wind up and dissolve the
corporation.
SECTION 5. QUORUM FOR MEETINGS
A quorum shall consist of one third of the voting members of
the corporation, in person or by proxy.
Members will be considered present at a scheduled meeting if
they maintain a phone, video conference, email, or Internet
connection to the meeting and can read, see, or hear, and
can respond to all of the proceedings. The members 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 members from the meeting provided that any
action taken after the loss of a quorum must be approved by
at least a majority of the members required to constitute a
quorum.
In the absence of a quorum, any meeting of the members may
be adjourned from time to time by the vote of a majority of
the votes represented in person or by proxy at the meeting,
but no other business shall be transacted at such
meeting.
When a meeting is adjourned for lack of a sufficient number
of members at the meeting or otherwise, 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 of the time and place of the
adjourned meeting. However, if after the adjournment a new
record date is fixed for notice or voting, a notice of the
adjourned meeting shall be given to each member who, on the
record date for notice of the meeting, is entitled to vote
at the meeting. A meeting shall not be adjourned for more
than forty-five (45) days.
Notwithstanding any other provision of this Article, if this
corporation authorizes members to conduct a meeting with a
quorum of less than one-third (1/3) of the voting power,
then, if less than one-third (1/3) of the voting power
actually attends a regular meeting, in person or by proxy,
then no action may be taken on a matter unless the general
nature of the matter was stated in the notice of the regular
meeting.
SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting
members present in person or by proxy at a duly held meeting
at which a quorum is present in person or by a written proxy
is the act of the members, unless the law, the Articles of
Incorporation of this corporation, or these Bylaws require a
greater number.
SECTION 7. VOTING RIGHTS
Each member is entitled to one vote on each matter submitted
to a vote by the members. Voting at duly held meetings shall
be by computer, using an electronic ballot, email roll call,
or logged agreement from a synchronous online connection.
Election of Directors, however, shall be by ballot..
SECTION 8. PROXY VOTING
Members entitled to vote shall be permitted to vote or act
by proxy.
M embers entitled to vote shall have the right to vote
either in person or by a written proxy executed by such
person or by his or her duly authorized agent and filed with
the Secretary of the corporation, provided, however, that no
proxy shall be valid after eleven (11) months from the date
of its execution unless otherwise provided in the proxy. In
any case, however, the maximum term of any proxy shall be
three (3) years from the date of its execution. No proxy
shall be irrevocable and may be revoked following the
procedures given in Section 5613 of the California Nonprofit
Public Benefit Corporation Law.
All proxies shall state the general nature of the matter to
be voted on and, in the case of a proxy given to vote for
the election of directors, shall list those persons who were
nominees at the time the notice of the vote for election of
directors was given to the members. In any election of
directors, any proxy which is marked by a member "withhold"
or otherwise marked in a manner indicating that the
authority to vote for the election of directors is withheld
shall not be voted either for or against the election of a
director.
Proxies shall afford an opportunity for the member to
specify a choice between approval and disapproval for each
matter or group of related matters intended, at the time the
proxy is distributed, to be acted upon at the meeting for
which the proxy is solicited. The proxy shall also provide
that when the person solicited specifies a choice with
respect to any such matter, the vote shall be cast in
accordance therewith.
SECTION 9. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the
Chairperson of the Board, or, if there is no Chairperson,
or, in his or her absence, by the Vice President of the
corporation or, in the absence of all of these persons, by a
Chairperson chosen by a majority of the voting members,
present in person or by proxy. The Secretary of the
corporation shall act as Secretary of all meetings of
members, provided that, in his or
her absence, the presiding officer shall appoint another
person to act as Secretary of the Meeting.
Meetings shall be governed by Robert's Rules of Order, as
such rules may be revised from time to time to support
online synchronous and asynchronous meetings insofar as such
rules are not inconsistent with or in conflict with these
Bylaws, with the Articles of Incorporation of this
corporation, or with any provision of law.
SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A
MEETING
Any action which may be taken at any regular or special
meeting of members may be taken without a meeting if the
corporation distributes a written ballot to each member
entitled to vote on the matter. The ballot shall set forth
the proposed action, provide an opportunity to specify
approval or disapproval of each proposal, provide that where
the person solicited specifies a choice with respect to any
such proposal the vote shall be cast in accordance
therewith, and provide a reasonable time within which to
return the ballot to the corporation. Ballots shall be
mailed or delivered in the manner required for giving notice
of meetings specified in Section 4(b) of this Article.
All written ballots shall also indicate the number of
responses needed to meet the quorum requirement and, except
for ballots soliciting votes for the election of directors,
shall state the percentage of approvals necessary to pass
the measure submitted. The ballots must specify the time by
which they must be received by the corporation in order to
be counted.
Approval of action by written ballot shall be valid only
when the number of votes cast by ballot within the time
period specified equals or exceeds the quorum required to be
present at a meeting authorizing the action, and the number
of approvals equals or exceeds the number of votes that
would be required to approve the action at a meeting at
which the total number of votes cast was the same as the
number of votes cast by ballot.
Directors may be elected by written ballot. Such ballots for
the election of directors shall list the persons nominated
at the time the ballots are mailed or delivered or made
available. If any such ballots are marked "withhold" or
otherwise marked in a manner indicating that the authority
to vote for the election of directors is withheld, they
shall not be counted as votes either for or against the
election of a director.
A written ballot may not be revoked after its receipt by the
corporation or its deposit in the mail, whichever occurs
first.
SECTION 11. REASONABLE NOMINATION AND ELECTION
PROCEDURES
This corporation shall make available to members reasonable
nomination and election procedures with respect to the
election of directors by members. Such procedures shall be
reasonable given the nature, size and operations of the
corporation, and shall include:
(a) A reasonable means of nominating persons for election as
directors.
(b) A reasonable opportunity for a nominee to communicate to
the members the nominee's qualifications and the reasons for
the nominee's candidacy.
(c) A reasonable opportunity for all nominees to solicit
votes.
(d) A reasonable opportunity for all members to choose among
the nominees.
Upon the written request by any nominee for election to the
Board and the payment with such request of the reasonable
costs of mailing (including postage), the corporation shall,
within ten (10) business days after such request (provided
payment has been made) mail to all members or such portion
of them that the nominee may reasonably specify, any
material which the nominee shall furnish and which is
reasonably related to the election, unless the corporation
within five (5) business days after the request allows the
nominee, at the corporation's option, the right to do either
of the following:
1. inspect and copy the record of all members' names,
addresses and voting rights, at reasonable times, upon five
(5) business days' prior written demand upon the
corporation, which demand shall state the purpose for which
the inspection rights are requested; or
2. obtain from the Secretary, upon written demand and
payment of a reasonable charge, a list of the names,
addresses and voting rights of those members entitled to
vote for the election of directors, as of the most recent
record date for which it has been compiled or as of any date
specified by the nominee subsequent to the date of
demand.
The demand shall state the purpose for which the list is
requested and the membership list shall be made available on
or before the later of ten (10) business days after the
demand is received or after the date specified therein as
the date as of which the list is to be compiled.
If the corporation distributes any written election material
soliciting votes for any nominee for director at the
corporation's expense, it shall make available, at the
corporation's expense, to each other nominee, in or with the
same material, the same amount of space that is provided any
other nominee, with equal prominence, to be used by the
nominee for a purpose reasonably related to the
election.
Generally, any person who is qualified to be elected to the
Board of Directors shall be nominated at the annual meeting
of members held for the purpose of electing directors by any
member present at the meeting in person or by proxy.
However, if the corporation has five hundred (500) or more
members, any of the additional nomination procedures
specified in subsections (a) and (b) of Section 5221 of the
California Nonprofit Public Benefit Corporation Law may be
used to nominate persons for election to the Board of
Directors.
If this corporation has five thousand (5,000) or more
members, then the nomination and election procedures
specified in Section 5522 of the California Nonprofit
Corporation Law shall be followed by this corporation in
nominating and electing persons to the Board of
Directors.
SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT
MEETING
Except as otherwise provided in these Bylaws, any action
required or permitted to be taken by the members may be
taken without a meeting, if all members shall individually
or collectively consent in writing to the action. The
written consent or consents shall be filed with the minutes
of the proceedings of the members. The action by written
consent shall have the same force and effect as the
unanimous vote of the members.
SECTION 13. RECORD DATE FOR MEETINGS
The record date for purposes of determining the members
entitled to notice, voting rights, written ballot rights, or
any other right with respect to a meeting of members or any
other lawful membership action, shall be fixed pursuant to
Section 5611 of the California Nonprofit Public Benefit
Corporation Law.
BYLAWS
ARTICLE 1
ARTICLE 2
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ARTICLE 4
ARTICLE 5
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ARTICLE 9
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ARTICLE 11
ARTICLE 12
ARTICLE 13
To WAOE
We, the undersigned, are all of the persons named as the
initial directors in the Articles of Incorporation of World
Association for Online Education, 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 35 pages, as
the Bylaws of this corporation.
Dated: September 1, 1998
_______________________________________
Steve McCarty, Director
_______________________________________
Mihkel Pilv, Director
_______________________________________
Brian Donohue-Lynch, Director
_______________________________________
Jenna Seehafer, Director
_______________________________________
David Wyatt, Director
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