return to bylaws

Amendment passed on March 25, 2001 to:

Section 6.6 Place of meetings; Meetings by telephone; Electronic Voting

The start of the Section shall be changed from:

Regular meetings of the Board of Directors may be held at any designated place within or outside the State of California. In the absence of such designation in the notice of the meetings of the Board [sic] 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.

to:

Regular meetings of the Board of Directors may be held at any designated place within or outside the State of California.

return

Amendment passed on March 25, 2001 to:

Section 6.7 Regular Meetings

This Section shall be changed from:

Regular meetings of the Board shall be held at least twice a year. One of the meetings shall be held immediately following the annual membership meeting for the purpose of electing officers and transacting other business as may be required.

to:

Regular meetings of the Board shall be held at least twice a year. One of the meetings shall be held immediately following the annual membership meeting.

return

Amendment passed on October 11, 2001 to:

Article VI Committees

This article shall be changed from:

Article VII
Committees

Section 7.1 Committees of Directors

The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two (2) or more Directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:

(a) take any final action on matters which, under the Nonprofit Corporation Law of California, also requires members' approval;

(b) fill vacancies on the Board of Directors or in any committee;

(c) fix compensation of the Directors for serving on the Board or on any committee;

(d) amend or repeal bylaws or adopt new bylaws;

(e) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f) appoint any other committees of the Board of Directors or the members of these committees;

(g) expend corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected;

(h) approve any transaction (i) to which the Corporation is a party and in which one or more Directors have a material financial interest; or (ii) between the Corporation and one or more of its Directors or between the Corporation and any person in which one or more of its Directors have a material financial interest.

Section 7.2 Meetings and Action of Committees

Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of these bylaws concerning meetings of Directors with such changes in the context of those bylaws 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 determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each committee meeting and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Section 7.3 Executive Committee

a) There shall be an Executive Committee consisting of the President, Secretary, and Treasurer of the Corporation.

(b) Between meetings of the Board of Directors, the Executive Committee shall meet by telephone conference call and shall act on behalf of the Board of Directors, subject to the restrictions on committee action of Section 7.1.

(c) A meeting of the Executive Committee can be called by the President, the Secretary, or the Treasurer. Notice of the meeting shall be sent to all members of the Board of Directors, by electronic mail or telephone communication, at least four (4) days prior to the proposed meeting time.

(d) Any member of the Board of Directors may attend a meeting of the Executive Committee and have the right to participate in and vote at the meeting. However, a quorum for the transaction of business shall be three members, at least two of whom shall be the President, the Secretary, or the Treasurer.

To:

Article VII
Committees

Section 7.1 Executive Committee

a) There shall be an Executive Committee consisting of the President, Secretary, and Treasurer of the Corporation.

(b) Between meetings of the Board of Directors, the Executive Committee shall meet by telephone conference call and shall act on behalf of the Board of Directors, subject to the restrictions on committee action of Section 7.2.

(c) A meeting of the Executive Committee can be called by the President, the Secretary, or the Treasurer. Notice of the meeting shall be sent to all members of the Board of Directors, by electronic mail or telephone communication, at least four (4) days prior to the proposed meeting time.

(d) Any member of the Board of Directors may attend a meeting of the Executive Committee and have the right to participate in and vote at the meeting. However, a quorum for the transaction of business shall be three members, at least two of whom shall be the President, the Secretary, or the Treasurer.

Section 7.2 Restrictions on Committee Action

No committee, regardless of Board resolution, may:

(a) take any final action on matters which, under the Nonprofit Corporation Law of California, also requires members' approval;

(b) fill vacancies on the Board of Directors or in any committee;

(c) fix compensation of the Directors for serving on the Board or on any committee;

(d) amend or repeal bylaws or adopt new bylaws;

(e) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f) appoint any other committees of the Board of Directors or the members of these committees;

(g) expend corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected;

(h) approve any transaction (i) to which the Corporation is a party and in which one or more Directors have a material financial interest; or (ii) between the Corporation and one or more of its Directors or between the Corporation and any person in which one or more of its Directors have a material financial interest.

Section 7.3 Special Committees

The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees of CPSR members to perform specific functions, with duties and authority restricted to those functions. The Board may not assign any function prohibited in Section 7.2. Each such committee must contain at least one member of the Board of Directors. The time, place, and manner of meeting of each such committee shall be determined by the committee.

return

Amendment passed on April 2, 2004 to:

Section 8.1 Officers

This sections shall be changed from

The officers of the Corporation shall be a Chairperson of the Board, a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as may be appointed in accordance with the provisions of Section 8.4.

to

The officers of the Corporation shall be a President, a Vice President a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as may be appointed in accordance with the provisions of Section 8.4.

return

Amendment passed on April 2, 2004 to:

Section 8.7 Responsibilities of Officers

This section shall in part be changed from

Chairperson of the Board,

The Chairperson of the Board shall preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by the bylaws. If there is no President, the Chairperson of the Board shall, in addition, be the chief executive officer of the Corporation and shall have the powers and duties prescribed in paragraph (b), below.

to

Vice President. The Vice President shall assist the President and shall have all the powers and duties of the President at any time when the President is not available to the corporation. If the President becomes permanently unavailable due to resignation or any other cause, the office of President will be considered vacant, and the Vice President shall assume the duties of the President as above stated until such time as a new President has been selected by the Board of Directors.

return

Amendment passed on August 25, 2004 to:

Section 8.7 Responsibilities of Officers,

This section shall in part be changed from

(a) 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. The President shall preside at all meetings of the members and, by default, of the Board of Directors, but may designate a willing Board member to preside at any given meeting of the Board of Directors. He or she shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws. 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.

to

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. The President shall preside at all meetings of the members and, by default, of the Board of Directors, but may designate a willing Board member to preside at any given meeting of the Board of Directors. He or she shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.

return

Amendment passed on August 25, 2004 to:

Section 6.3 Term of Office of Directors

This section shall be changed from

Directors shall be elected for 3-year terms beginning at the start of the fiscal year, except as provided in the following paragraph:

As the terms of office expire of those elected officers and Directors whose terms started on or before fiscal year 2000, the Board may declare each of those Director positions to have a term for the next incumbent of one year or two years. This shall be done in such a manner as to ensure that no more than 1/3 of the elected Board is replaced in any given year.

to

Directors shall be elected for 3-year terms beginning at the start of the fiscal year, except as provided in the following paragraphs:

Prior to each election, the Board shall determine the number of one-year, two-year, and three-year terms so as to ensure that one third, or as close to this proportion as possible, of the elected Board is replaced in any given year, based on the normal exploration of terms.

Successful candidates shall be assigned term lengths depending on the number of votes received, with the candidate(s) receiving the most votes being assigned the longest term(s), etc. Ties either in the election or the assignment of length of terms shall be resolved by some random process (such as drawing lots or tossing a coin).

return

Amendment passed on August 25, 2004 to:

Section 8.4 Subordinate Officers

This section shall be changed from

The Board of Directors may appoint, and may authorize the Chairperson of the Board or the President of another officer to appoint any other officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined from time to time by the Board of Directors.

to

The Board of Directors may appoint, and may authorize the President to appoint, any other officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the bylaws or determined from time to time by the Board of Directors.

return