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CPSR Bylaws
Table of contents
- Preamble
- Article I: Name and Purpose
- Article II: Offices
- Article III: Membership
- Article IV: Meetings of Members
- Article V: Election of Directors
- Article VI: Directors
- Article VII: Committees
- Article VIII: Officers
- Article IX: National Advisory Board
- Article X: Chapters
- Article XI: Working Groups
- Article XII: Indemnification of Directors and Officers
- Article XIII: Records and Reports
- Article XIV: Fiscal Year
- Article XV: Construction and Definitions
- Article XVI: Amendments
- Collected Amendments
Preamble
This is the first complete rewrite of the Bylaws of Computer Professionals for Social Responsibility, Inc. since they were first laid down in 1983. This document incorporates into its text the substance of all non-superseded amendments, removes a few redundancies, and simplifies some sections.
The old version of the Bylaws, as previously shown on this web page, was never modified. A separate page listed all amendments. Because, in some cases, a later amendment cancelled an earlier one, figuring out what the Bylaws actually were became a difficult chore. This version of the Bylaws will be kept up to date. That is, it will be amended in situ. Each amended portion will have a link to a page containing the actual amendment.
The most significant changes are:
- Section 1.2 (Purpose) has been shortened.
- Section 3.4 (Corporate Donations) clarifies the status of corporate donors.
- Section 4.3 (b) has been rewritten. It clarifies the procedure for calling a special members meeting at member request.
- Section 5 redefines the composition of the Board of Directors, abolishing the office of Regional Director and replacing the Regional Director positions by those of Director at Large. In accordance with the requirements of Section 16.2 (a) of these Bylaws and Section 5150 of the California Corporation Code, this change was proposed to the membership and approved by ballot in May, 2000.
- Section 6.3 defines procedures for filling vacancies on the Board of Directors and defines the terms of office of those persons filling vacancies. It also makes provision for establishing staggered expiration dates for Director positions.
- Section 6.6 defines procedures to be used by the Board in electronic voting on motions.
- Section 7.3 redefines the composition of the CPSR Executive Committee in compliance with Section 5212 of the California Corporation code, which requires that Board committees, having partial Board powers, must consist exclusively of Board members.
- Sections 8.2 and 8.3 provide for election of officers by the Board of Directors from amongst its members. In accordance with the requirements of Section 16.2 (a) of these Bylaws and Section 5150 of the California Corporation Code, this change was proposed to the membership and approved by ballot in May, 2000.
- Section 8.7 (c) of the old Bylaws was deleted to remove reference to the now non-existent office of Vice President.
- Article XI (Regions) was deleted.
- A new Article XI (Working Groups) was inserted. It parallels Article X (Chapters), with each occurrence of "Chapter" replaced by "Working Group."
Article I
Name and Purpose
Section 1.1 Name
The name of this Corporation shall be COMPUTER PROFESSIONALS FOR SOCIAL RESPONSIBILITY, INC.
Section 1.2 Purpose
The first objective of the Corporation shall be to provide the public with scientific information and expert judgment on which social and political decisions must in part be based.
The second objective of the Corporation shall be to take a pro-active public role in promoting societally beneficial uses of computers and discouraging harmful ones. This includes, but is not limited to:
(a) Risks of dependency on computers in critical operations, e.g., nuclear defense and air traffic control;
(b) The dangers of personal privacy invasion in the light of large computer databases;
(c) The various issues that have arisen regarding the Internet: censorship, public access, privacy, governance, etc.
Article II
Offices
Section 2.1 Principal Office
The principal office for the transaction of the business of the Corporation ("principal executive office") shall be fixed and located in the County of Santa Clara, State of California.
Section 2.2 Other Offices
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.
Article III
Membership
Section 3.1 Qualifications
There shall be one (1) class of membership in this Corporation: regular membership. Any person of good character and dedicated to the purposes of this Corporation and who either works in the computer profession or is interested in the role of computers in society shall be eligible for regular membership upon acceptance of his or her application by the Board of Directors and payment of such dues as may from time to time be fixed by the Board of Directors.
Section 3.2 Fees, Dues, and Assessments
Each member in good standing must pay, within the time and on the conditions set by the Board of Directors, the annual dues in amounts to be fixed from time to time by the Board of Directors. The Board may, at its discretion, adjust the dues for membership over time, and may also reduce dues, for example by setting reduced rates for students, retired, or unemployed members. The Board may also create new categories such as "patron" or "lifetime member" which will have increased dues accompanying benefits (e.g., automatic receipt of publications). Under no circumstances, however, will the setting of differential dues affect any member's voting privileges or create a new class of members.
Section 3.3 Termination of Membership
(a) Causes of Termination. The membership of any regular member shall terminate upon occurrence of any of the following events:
(1) The resignation of the member.
(2) The failure of a member to pay annual dues within the times set forth by the Board of Directors.
(3) The determination by the Board of Directors or a committee designated to make such determination that the member has failed in a material and serious degree to abide by the purposes and goals of the organization, particularly taking such action as may impair the Corporation's tax exempt status under either state or federal law.
(b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (3) above, the following procedure shall be implemented
(1) A notice shall be sent by certified mail to the most recent address of the member as shown on the Corporation's records, setting forth the expulsion and the reasons therefore. Such notice shall be sent at least 21 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 fewer than 5 days before the effective date of the proposed expulsion. The hearing will be held by a special expulsion committee composed of not fewer than three Directors appointed by the President. 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 expulsion committee shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the committee shall be final.
(4) Any person expelled from the Corporation shall receive a refund of dues or assessments already paid. The refund shall be prorated to return only the unaccrued balance remaining for the period of the dues payment.
Section 3.4 Corporate Donations
CPSR is glad to accept donations from corporate sponsors. Regardless of the terminology used to describe such sponsors, they are not members of CPSR in the sense of this Article, nor does acceptance of such donations imply CPSR approval of their products or practices.
Article IV
Meetings of Members
Section 4.1 Place
Meetings of the membership shall be held at any place, within or outside of the State of California, designated by the Board of Directors. In the absence of any such designation, members' meetings shall be held at the principal executive office of the Corporation.
Section 4.2 Annual Meeting
The annual meeting of members shall be held on the 15th of May each year, unless the Board of Directors fixes another date and so notifies the members as provided in Section 4.4
Section 4.3 Special Meeting
(a) Authorized Persons Who May Call. A special meeting of the members may be called at any time by the Board of Directors, the President, or by five percent (5%) or more of the members.
(b) Calling Meetings by Members. A special meeting may be called by members by the following procedure: A request for a meeting, stating the purpose of the meeting and signed by five members, must be sent to the Secretary of CPSR. This need not be a single document; for example, it could be five separate e-mail communications from the respective members. The Secretary, in consultation with the Board, shall designate a time and venue for the special meeting, the time being not less than 25 days nor more than 60 days from the receipt of the request. The Secretary shall then send out a ballot form by e-mail or other means to the membership; this form will state the purposed of the meeting, the time and the venue. The ballot will have a deadline for receipt by the Secretary of not less than 10 days from the time of transmission or mailing. The special meeting will be held if affirmative ballots are received from at least five percent (5%) of the members. The Secretary will send out notice of this approved special meeting in accordance with Section 4.4.
Section 4.4 Notice of Members' Meeting
(a) General Notice Contents. All notices of meetings of members shall be sent or otherwise given in accordance with Section 4.4(c) not less than 21 nor more than 60 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and the general nature of the business to be transacted. The only matters that may be voted upon at any meeting actually attended, in person or by proxy, by less than 1/3 of the voting power are those matters the general nature of which is stated in the notice.
(b) Notice of Certain Agenda Items. Membership action on any of the following matters is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
(1) Removing a Director without cause;
(2) Amending the Articles of InCorporation;
(3) Voluntarily dissolving the Corporation.
(c) Manner of Giving Notice. Notice of any meeting of members shall be given either personally or by first-class mail, telegraphic or other written communication, charges prepaid, addressed to each member either at the address of that member appearing on the books of the Corporation or the address given by the member to the Corporation for the purpose of notice.
(d) Affidavit of Mailing Notice. An affidavit of the mailing of notice of any members' meeting shall be executed by the Secretary and filed and maintained in the minute book of the Corporation.
Section 4.5 Quorum
(a) Percentage Required. Ten percent (10%) of the members shall constitute a quorum for the transaction of business at a meeting of the members.
(b) Loss of Quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 4.6 Adjourned Meeting
Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. But in the absence of a quorum, no other business may be transacted at that meeting, except as provided in this Article.
Section 4.7 Voting
(a) Eligibility to Vote. Persons entitled to vote at any meeting of members shall be members as of the date determined in accordance with Section 4.1, subject to the provisions of the California Nonprofit Corporation Law.
(b) Manner of Casting Votes. Voting may be by voice or ballot, provided that any election of Directors must be by ballot if demanded by any member before the voting begins.
(c) Only Majority of Members Represented at Meeting Required, unless Otherwise Specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter (other than the election of Directors) shall be the act of the members.
Section 4.8 Waiver of Notice or Consent by Absent Member
(a) Written Waiver or Consent. The transactions of any meeting of members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 4.4(b), the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
(b) Waiver by Attendance. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.
Section 4.9 Action by Written Consent Without a Meeting
Any action that may be taken at any annual or special meeting of members may be taken without a meeting if, after written notice given in accordance with Section 4.4 to the entire membership, written statements approving or disapproving of the action are received from a number of members at least equal to the quorum applicable to a meeting of members, and the majority of those statements approve the action. All such written statements shall be addressed to the Secretary of the Corporation and maintained in the corporate records.
Section 4.10 Record Date
For the purposes of determining which members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a "record date," which shall not be more than 60 nor fewer than 10 days before the date of any such meeting, nor more than 60 days before any such action without a meeting. Only members of record as of the close of business on the date so fixed are entitled to notice, to vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the Corporation after the record date, except as otherwise provided in the Articles of InCorporation, by agreement, in the California Nonprofit Corporation Law.
Section 4.11 Proxies
(a) Rights of Members. Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the Corporation. A proxy shall be deemed signed if the member's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the member or the member's attorney in fact.
(b) Revocability. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the member executing it, before the vote cast pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked by a subsequent proxy executed by such member, or by personal attendance and voting at a meeting by such member, or (ii) written notice of the death or incapacity of the maker of the proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the California Nonprofit Corporation Law.
(c) Form of Solicited Proxies. In any election of Directors, no form of proxy that 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. Failure to comply with this paragraph shall not invalidate any corporate election taken, but may be the basis for challenging the proxy at a meeting.
Article V
Election of Directors
Section 5.1 Number of Directors and Composition of Board
The Board of Directors shall consist of not less than twelve nor more than sixteen Directors. Twelve of these shall be known as Directors at Large, and shall be elected by the membership. The Board of Directors shall have the power to expand the Board by appointing up to four additional Directors, known as Special Directors.
Section 5.2 Nominations
All candidates for positions as Directors of the Corporation shall be nominated by the Board of Directors with the assistance and advice of a Board Development Committee. Candidates for any of the Board positions may also be nominated by petition supported by two percent (2%) of the membership. Nominations shall be made and promulgated at least thirty (30) days before the date of the election.
Section 5.3 Voting
The Board of Directors shall establish voting procedures for the twelve Directors at Large.
Article VI
Directors
Section 6.1 Powers
(a) General Corporate Powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitation in the Articles of InCorporation and these bylaws relating to action required to be approved by the members, 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) Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the 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 for the holding of any members' meeting or meetings, including annual meetings.
(3) Adopt, make, and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.
(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, debenture, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
(5) The Board shall reserve to itself final authority over all press releases, information packets, brochures, papers, and any other forms of communication prior to release of the material to the profession or the public. At the discretion of the Board, this authority may be delegated to Chapters, Officers, the Executive Committee, other committees, other members, or the staff of the Corporation.
(6) The Board shall initiate and coordinate all national and international activities of the Corporation.
(7) The Board shall integrate and coordinate the activities of the Chapters, and shall encourage maximum participation of the general members in the functioning of the Corporation as a whole.
(8) The Board shall direct the solicitation and allocation of funds and property for national organizational activities.
Section 6.2 Qualification of Directors
Directors need not be residents of the State of California but must be members of the Corporation.
Section 6.3 Term of Office of Directors
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).
Section 6.4 Vacancies
Vacancies in the Board of Directors may be filled by a majority vote of the Board. The terms of office of such appointees shall be as follows:
(a) If a vacancy occurs in an elected Board position that has less than two years to run, the appointee will fill the unexpired term.
(b) If a vacancy occurs in an elected Board position that has two years or more to run, the appointee will serve until the next scheduled election, at which time one or more candidates will be nominated to run for the two-year unexpired term.
(c) If a vacancy occurs in a Special Director's (appointee's) position, the Board may appoint a new Special Director to a full three-year term.
The Board of Directors shall have and may exercise all its powers not withstanding the existence of one or more vacancies in its membership. No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs.
Notwithstanding the prior paragraph, no vacancy created by a change in the size of the Board to more than twelve members may be filled by the Board. Such vacancies may only be filled by election by the membership
Section 6.5 Restriction on Interested Directors
Not more than forty-nine percent (49%) of the Directors at any time may be interested persons. An interested person is (1) any person being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.
Section 6.6 Place of Meetings; Meetings by Telephone; Electronic Voting
Regular meetings of the Board of Directors may be held at any designated place within or outside the State of California.
Electronic voting (voting by email) by the Board shall be carried out as follows:
(a) The making of, seconding of, and voting on motions shall take place on an electronic mailing list to which all Board members subscribe.
(b) The processes named in (a) above shall be administered by the Secretary. In the absence of the Secretary, the President shall appoint a Secretary Pro Tem as vote administrator.
(c) When a motion has been made and seconded, the Secretary shall make a determination of the urgency of the matter, shall establish a deadline date for a vote, and shall send a ballot form by email to all Board members. This form must state the motion, name the proposer and seconder thereof, and shall state the date by which the ballot must be returned to the Secretary. The ballot will have provision for entering votes for the motion, against the motion, and for recording abstention.
(d) The returned ballots must be time stamped no later than the deadline date in the time zone of the voter. Voting must be on the ballot form provided by the Secretary. The only exception will be in the event that email has failed, in which case a vote may be made by ordinary mail, by fax, or by telephone. A member who has already voted may change his or her vote, provided that it is done before the deadline.
(e) A motion is carried if the total number of returned ballots is at least a quorum of the Board, and the number of affirmative votes exceeds the number of negative ones.
(f) The Secretary will publish to the Board the outcome and the vote of each member who returned a ballot.
(g) Any Board member may move at any time to modify the deadline set by the Secretary, that is, to move for curtailment or extension of debate. Such a motion, if seconded, has immediate precedence. The Secretary will immediately send out a ballot form on this motion and will set a deadline on it of forty-eight (48) hours from the time of sending the ballot. The forty-eight hours shall be elapsed time at the location of the Secretary.
Section 6.7 Regular Meetings
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.
Section 6.8 Special Meetings
(a) Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chairperson of the Board, the President, any Vice-President, the Secretary, or any two (2) Directors.
(b) Notice.
(1) Manner. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (i) by personal delivery of written notice; (ii) by first-class mail, postage paid; (iii) by telephone communication, either directly to the Director or to a person at the Director's office who would reasonable be expected to communicate such notice promptly to the Director; or (iv) by telegram, charges prepaid. All such notices shall be given or sent to the Director's address or telephone number as shown on the records of the Corporation.
(2) Time. Notices sent by first class mail shall be deposited into a United States mail box at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
(3) Contents. The notice shall state the time and place of the meeting. It need not specify the place of the meeting, if it is to be held at the principal executive office of the Corporation, or the purpose of meeting.
Section 6.9 Quorum
One-half of the Board but not less than four Directors shall constitute a quorum for the transaction of business, except to adjourn. 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 6.10 Waiver of Notice
The transactions of any meeting of the Board of Directors, however called and noticed of wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (i) a quorum is present, and (ii) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent ot 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 6.11 Adjournment
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 6.12 Notice of Adjournment
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 6.13 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 a an 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 6.14 Fees and Compensation of Directors
Directors and members of committees may be reimbursed for expenses, as may be determined by resolution of the Board of Directors.
Section 6.15 Prohibited Transactions
(a) Loans. The Corporation shall not make any loans of money or property to or guarantee the obligation of any Director. The Corporation may, however, advance money to a Director for expenses reasonable anticipated to be incurred in the performance of such Director's duties, provided that in the absence of such advance, such Director would be entitled to reimbursement for such expenses.
(b) Self-Dealing. The Board shall not approve a self-dealing transaction except a provided in Section (c) below. A self-dealing transaction is
(1) A transaction to which the Corporation is a party and in which one or more Directors has a material financial interest;
(2) A transaction between this Corporation and one or more of the Directors; or
(3) A transaction between this Corporation and any person in which one or more Directors has a material financial interest.
(c) Approval of Self-Dealing Transactions. The Board may approve a self-dealing transaction if it determines that the transaction is in the best interest of the Corporation; is fair and reasonable to the Corporation; and , after reasonable investigation under the circumstances, determines that the Corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board, in good faith, with knowledge of the material facts concerning the transaction and the Director's interest in the transaction, and by a vote of the majority of the Directors then in office without counting the vote of the interested Director or Directors.
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.
Article VIII
Officers
Section 8.1 Officers
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.
Section 8.2 Qualification of Officers
All officers must be members of the Board of Directors.
Section 8.3 Election of Officers
The officers of the Corporation, except those appointed in accordance with the provisions of Section 8.4, shall be elected 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. There shall be no restriction on the number of times person may hold any office.
Section 8.4 Subordinate Officers
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.
Section 8.5 Removal of Officers
Subject to the rights, if any, of an officer under 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 8.6 Resignation of Officers
Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect upon the receipt of such notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section 8.7 Responsibilities of Officers
(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.
(b) 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.
(c) Secretary. The Secretary shall attend to the following:
(1) Book of Minutes. 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 meetings and actions of Directors, committees of Directors, and members, 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, the number of members present or represented at members' meetings, and the proceedings of such meetings.
(2) Membership Records. The Secretary shall keep, or cause to be kept, at the principal executive office, as determined by resolution of the Board of Directors, a record of the Corporation's members, showing their names and addresses.
(3) Notices, seal and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by the bylaws to be given. He or she shall keep the seal of the Corporation in safe custody. He or she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.
(e) Treasurer. The Treasurer shall attend to the following:
(1) Books of account. The Treasurer 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 time.
(2) Restricted Fund Oversight. The Treasurer shall have the responsibility to oversee the utilization of restricted funds, grants, and endowments, so as to ensure that these funds are used only for the purposes and in the manners specified by the respective donors.
(3) Deposit and disbursement of money and valuables. 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 and may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Corporation; and shall have other powers and perform such other duties a may be prescribed by the Board of Directors or the bylaws.
(4) Bond. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in the amount and with the surety of sureties specified by the Board for faithful performance of the duties of his or her office and for restoration to the Corporation of all its books, papers, voucher, money, and other property of every kind in his or her possession or under his or her control on death, resignation, retirement, or removal from office.
Article IX
National Advisory Board
Section 9.1 Appointment
The Board of Directors shall from time to time appoint to the National Advisory Board computer professionals and others who have made outstanding contributions to the goals of the Corporation.
Section 9.2 Membership
Membership on the National Advisory Board shall be for 3-year terms.
Section 9.3 Duties
The National Advisory Board shall advise and submit to the Board of Directors reports on the policies, strategies, and long-term directions of the Corporation.
Article X
Chapters
Section 10.1 Organization
A Chapter may be formed by not less than ten members of the Corporation, usually resident in a contiguous geographic locality, by the following procedure:
(a) They shall submit to the Secretary a petition signed by at least 10 members signifying their intention to conduct the Chapter organization and business in accordance with these Bylaws;
(b) They shall propose a name and specify geographic designation in the format "CPSR/_____________";
(c) Upon approval by the Executive Committee or Board of Directors at a regular or special meeting, the Chapter will be established.
Section 10.2 Chapter Officers
(a) Each Chapter shall elect a Chapter Treasurer who shall be responsible for collecting and disbursing funds. The Chapter Treasurer shall keep careful records and receipts of all income and expenditures. No later than 30 days after the beginning fo each fiscal year, the Chapter Treasurer shall provide the Treasurer of the Corporation with a detailed statement of all income and expenses for the previous fiscal year. Upon request the Chapter Treasure shall provide the Treasure of the Corporation with a copy of all financial records of the Chapter. This subsection (10.2a) need apply only if the Chapter's activities require the collecting and disbursing of funds.
(b) Each Chapter shall elect a Secretary who shall be responsible for maintaining an up-to-date list of the names and addresses of members. No later than 30 days after the beginning of each fiscal year, the Chapter Secretary shall provide the Secretary of the Corporation with a complete membership list for the Chapter. In addition, the Chapter Secretary shall throughout the year submit to the Secretary of the Corporation changes to the membership list in timely fashion, and shall otherwise render to the Secretary of the Corporation all reasonable assistance in maintaining the membership list for the Corporation.
(c) Each Chapter shall elect a Chair who shall have the authority to take actions in the name of the chapter. The Chair shall be responsible for communicating with the CPSR Board of Directors and the staff in the National Office regarding anything being done at the chapter level which may need to be discussed at the national level of the organization (exclusive of those matters which are the province of the Chapter Treasurer).
Section 10.3 Chapter Bylaws
Each Chapter may adopt its own local Bylaws if they are consistent with these Bylaws and a copy is received by the Secretary of the Corporation. Such local Bylaws shall include the following clause: "In the event of any conflict between these Bylaws and the Bylaws of Computer Professionals for Social Responsibility, Inc., the Bylaws of the latter shall govern."
Section 10.4 Expulsion
The Board of Directors may, 10 days after delivering written notice, dissolve any Chapter by a 2/3 vote for any of the following reasons:
(a) Violation of the Corporation's Articles of InCorporation or Bylaws including any lawful amendment thereto;
(b) Violation of federal laws or regulations governing the Corporation's 501(c)(3) status; or
(c) Violation of any federal, state or local law.
During any official deliberations on any proposed dissolution action, the subject Chapter has the right to have a representative participate as a non-voting member of the Board. If the Chapter fails to exercise this right, votes may be taken in the absence of such a representative.
Section 10.5 Removal of Officers
The Board of Directors may, by a 2/3 vote, remove any officer of a Chapter. Such officer and the Chapter itself shall be given written notice of the reasons for removal. Grounds for removing officers include but are not limited to:
(a) Failure to comply with the Bylaws, the directives of the Board of Directors or Executive Committee, or the policies of the Corporation.
(b) Failure to carry out adequately the prescribed duties of office.
(c) Mismanagement.
Article XI
Working Groups
Section 11.1: Organization
A Working Group may be formed by not less than five members of the Corporation. The function of a Working Group is to activate an existing CPSR program or to propose and activate a new program.
(a) They shall submit to the Secretary a petition signed by at least five members signifying their intention to conduct the Working Group organization and business in accordance with these Bylaws;
(b) They shall propose a name and specify a program activity in the format "CPSR/Working Group on_________"; for example: "CPSR/Working Group on Privacy."
(c) Upon approval by the Executive Committee or Board of Directors at a regular or special meeting, the Working Group will be established.
Section 11.2: Working Group Officers
(a) Each Working Group shall elect a Working Group Treasurer who shall be responsible for collecting and disbursing funds. The Working Group Treasurer shall keep careful records and receipts of all income and expenditures. No later than 30 days after the beginning of each fiscal year, the Working Group Treasurer shall provide the Treasurer of the Corporation with a detailed statement of all income and expenses for the previous fiscal year. Upon request the Working Group Treasure shall provide the Treasure of the Corporation with a copy of all financial records of the Working Group. This subsection (11.2a) need apply only if the Working Group's activities require the collecting and disbursing of funds.
(b) Each Working Group shall elect a Secretary who shall be responsible for maintaining an up-to-date list of the names and addresses of members. No later than 30 days after the beginning of each fiscal year, the Working Group Secretary shall provide the Secretary of the Corporation with a complete membership list for the Working Group. In addition, the Working Group Secretary shall throughout the year submit to the Secretary of the Corporation changes to thel membership list in timely fashion, and shall otherwise render to the Secretary of the Corporation all reasonable assistance in maintaining the membership list for the Corporation .
In addition to a Treasurer and Secretary, each Working Group shall elect a Chair who shall have the authority to take actions in the name of the Working Group. The Chair shall be responsible for communicating with the CPSR Board of Directors and the staff in the National Office regarding anything being done at the Working Group level which may need to be discussed at the national level of the organization (exclusive of those matters which are the province of the Working Group Treasurer).
Section 11.3: Working Group Bylaws
Each Working Group may adopt its own local Bylaws if they are consistent with these Bylaws and a copy is received by the Secretary of the Corporation . Such local Bylaws shall include the following clause: "In the event of any conflict between these Bylaws and the Bylaws of Computer Professionals for Social Responsibility, Inc., the Bylaws of the latter shall govern."
Section 11.4: Expulsion
The Board of Directors may, 10 days after delivering written notice, dissolve any Working Group by a 2/3 vote for any of the following reasons:
(a) Violation of the Corporation ïs Articles of InCorporation or Bylaws including any lawful amendment thereto;
(b) Violation of federal laws or regulations governing the Corporation's 501(c)(3) status; or
(c) Violation of any federal, state or local law.
During any official deliberations on any proposed dissolution action, the subject Working Group has the right to have a representative participate as a non-voting member of the Board. If the Working Group fails to exercise this right, votes may be taken in the absence of such a representative.
Section 11.5: Removal of Officers
The Board of Directors may, by a 2/3 vote, remove any officer of a Working Group. Such officer and the Working Group itself shall be given written notice of the reasons for removal. Grounds for removing officers include but are not limited to:
(a) Failure to comply with the Bylaws, the directives of the Board of Directors or Executive Committee, or the policies of the Corporation .
(b) Failure to carry out adequately the prescribed duties of office.
(c) Mismanagement.
Article XII
Indemnification of Directors and Officers
Section 12.1 Indemnification
Each Director or officer, whether or not then in office, shall be indemnified by the Corporation against all liabilities, costs, and expenses reasonably incurred by or imposed upon him or her in connection with or arising out of any action, suit, or proceeding, in which he or she may have been involved or to which he or she may be made a party by reason of being or having been a Director or officer of the Corporation, to the extent and in the manner allowed by the California Nonprofit Corporation Law, Corporation Code Section 5238.
Section 12.2 Insurance
The Board of Directors may purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Corporation would have the power to indemnify the agent; provided, however, that the Corporation shall not purchase or maintain insurance to indemnify against self-dealing.
Article XIII
Records and Reports
Section 13.1 Inspection Rights
Any member of the Corporation may:
(a) inspect and copy the records of members' names and addresses and voting rights during usual business hours on five days' prior written demand on the Corporation, stating the purpose for which the inspection rights are requested, and
(b) obtain from the Secretary of the Corporation, on written demand and on the tender of the Corporation's usual charge (if any) for such a list, a list of names and addresses of members who are entitled to vote for the election of Directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the Secretary on or before the later of 10 days after the demand received or the date specified in it as the date by which the list is to be compiled.
Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.
Any inspection or copying under this section may be made only for a purpose related to member's interest as a member of the Corporation. The Secretary may, within 10 days of receipt of such a demand, deliver to the person(s) making the demand a written offer of an alternative method of achieving the purpose of such demand without providing access ot or a copy of the membership list.
Section 13.2 Maintenance and Inspection of Articles and Bylaws
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, which shall be open to inspection by the members at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the Corporation has no principal business office in this state, the secretary shall, on the written request of any member, furnish to that member a copy of the Articles and bylaws as amended to date.
Section 13.3 Maintenance and Inspection of Other Corporate Records
The accounting books, records, and minutes of proceedings of the members and the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated, 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. The minutes and accounting books shall be open to inspection on the written demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member. The inspection may be made in person or by an agent or attorney, and shall include their right to copy and make extracts. These rights of inspection shall extend to the records of each Chapter.
Section 13.4 Inspection by Director.
Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and any Chapter. 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.
Section 13.5 Annual Report to Members
The Corporation shall provide to its members, with 120 days of the close of its fiscal year, an annual report containing the following information in reasonable 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 of disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
(e) Any self-dealing transaction, as defined in Section 6.15(b), involving Fifty Thousand Dollars ($50,000) or more. The report must disclose the names of the interested persons involved in such transaction, such person's relationship to the Corporation, the nature of such persons' interest in the transaction, and, where practicable, the amount of such interest.
Article XIV
Fiscal Year
The fiscal year of the Corporation shall begin on July 1 and end on the next succeeding June 30.
Article XV
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.
Article XVI
Amendments
Section 16.1 Amendment By Members
New bylaws may be adopted or these bylaws may be amended or repealed by approval of the members or their proxies, or by written assent of these persons.
Section 16.2 Amendment By Directors
These bylaws may be amended by the Board of Directors subject, however, to the members' right to approve the adoption, amendment, or repeal of the following:
(a) A bylaw which would materially and adversely affect the members' voting rights;
(b) A bylaw changing the maximum or minimum number of Directors or changing from a variable to a fixed number of Directors (or vice versa);
(c) A bylaw lengthening the terms of Directors;
(d) The adoption, amendment, or repeal of a bylaw authorizing "designated" or "selected" Directors;
(e) A bylaw increasing the quorum for membership meetings;
(f) A bylaw providing for voting by written proxy.
Certificate of Secretary
I, the undersigned, certify that I am the presently elected and acting Secretary of COMPUTER PROFESSIONALS FOR SOCIAL RESPONSIBILITY, INC., a California nonprofit Corporation, and the above bylaws are the bylaws of this Corporation as amended by the Board of Directors on August 25, 2004
Herbert Kanner
- - - - - - - - - - - - - - - -------------------- Secretary
Last modified January 17, 2005 11:21 PM
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