AMENDED AND RESTATED BYLAWS OF
BK AUTHORS, INC.
a California Nonprofit Benefit Corporation
The name of this corporation (the "Corporation") is BK Authors, Inc.
The Board of Directors may at any time establish branch or subordinate offices, either within or without the State of California.
The objectives of the Corporation shall be as stated in the Articles of Incorporation. Specifically, the objectives shall include charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law.
The Corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code, and the Corporation shall not participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office except as provided in Section 501(h) of the Internal Revenue Code.
The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
The properties and assets of the Corporation are irrevocably dedicated to charitable and educational purposes meeting the requirements for exemption provided by Section 214 of the California Revenue and Taxation Code. No part of the net income or assets of the Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any director or officer of the Corporation. This provision shall not prevent payment to such persons 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 law or by these Bylaws. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed and paid over to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable and educational purposes meeting the requirements for exemption provided by Section 214 of the California Revenue and Taxation Code, and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.
The Corporation shall have no members within the meaning of Section 5056 of the California Nonprofit Corporation Law as now in effect or as may hereafter be amended. Any action which otherwise would require approval by a majority of all members or approval by the members shall require approval only of the Board of Directors. All rights which otherwise would vest in the members including, without limitation, the right to elect directors shall vest in the Board.
The Board may establish one or more classes of nonvoting members and provide for eligibility requirements for membership and rights and duties of members, including the obligation to pay dues, as it shall determine from time to time.
The Board of Directors (or a designated committee of the Board of Directors) shall review any compensation packages (including all benefits of the Administrative Director), and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur when such officer is hired, when the term of employment of such officer is renewed or extended, and when the compensation of such officer is modified, unless the modification applies to substantially all of the employees of this Corporation.
The Corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of $2 million or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting. Whether or not they are required by law, any audited financial statements obtained by the Corporation shall be made available for inspection by the Attorney General and the general public within nine (9) months after the close of the fiscal year to which the statements relate, and shall remain available for three (3) years: (a) by making them available at the Corporation’s principal, regional, and district offices during regular business hours, and (b) either by mailing a copy to any person who so requests in person or in writing or by posting them on the Corporation’s website.
This ARTICLE 11 does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the Corporation. Nothing contained in this ARTICLE 11 shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
CONTRACTS, CHECKS AND GIFTS
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any specific purpose of the Corporation.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the Corporation and a natural person.
The Articles of Incorporation of the Corporation may be amended by majority vote of the Board of Directors, subject to the provisions of the California Nonprofit Public Benefit Corporation Law.
NAME OF CORPORATION
The principal office for the transaction of the business of the Corporation shall be located at 1333 Broadway, Suite 1000, Oakland, CA 94612. The principal mailing address of the Corporation is the same. The Board of Directors may change the principal office from one location to another and/or the mailing address from one address to another. Any such change shall be noted by the secretary on these Bylaws opposite this section, or this section shall be amended accordingly.
- Principal Office
- Other Offices
OBJECTIVES; NONPARTISAN ACTIVITIES
DEDICATION OF ASSETS
The authorized number of directors, including members ex-officio, shall be not less than ten (10) nor more than fifteen (15), as the Board shall determine from time to time. The directors need not be residents of the State of California.
At all times, not more than 49% of the persons serving on the Board of Directors of the Corporation may be interested persons. An interested person means either:
Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered into by the Corporation.
Regular meetings of the Board of Directors may be held at any place within or outside the State of California, as designated from time to time by resolution of the Board of Directors or in the notice of the meeting. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board of Directors shall be held at any place within or outside of the State of California, as designated in the notice of meeting or, if not stated in the notice or if there is no notice, at the principal office of the Corporation. Notwithstanding the above provisions of this Section 6.6, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all members of the Board of Directors, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting.
The Board of Directors shall hold an annual meeting at a time and place designated by the Board of Directors for purposes of electing officers, designating committees, and the transaction of other business. Notice of these meetings shall not be required.
Other regular meetings of the Board of Directors shall be held at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.
The transactions of any meeting of the Board of Directors, 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) a quorum is present and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding of 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 lack of adequate notice.
A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 6.12. Except as otherwise expressly provided herein, every action taken or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Public Benefit Corporation Law, especially those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) creation of and appointment to committees of the Board of Directors and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of any director(s), if any action taken is approved by at least a majority of the required quorum for that meeting.
A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (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. Such notice may be waived in the same manner as set forth under Section 6.10.
Meetings of the Board of Directors shall be presided over by the President of the Board of Directors or, in his or her absence, a chair chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board of Directors, provided that in his or her absence, the President shall appoint another person to act as Secretary of the 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 of Directors, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party and who is an "interested director" as defined in Section 5233 of the California Corporations Code shall not be required for approval of that transaction. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.
Directors may participate in any meeting through use of conference telephone, electronic video screen communication, or other communications equipment so long as all of the following apply:
Directors as such shall not receive any compensation for their services, but by resolution of the Board of Directors, reimbursement of expenses, if any, may be allowed for attendance at regular or special meetings of the Board of Directors or at meetings of committees of the Board of Directors; but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
The Board of Directors may appoint former members of the Board as Emeritus Directors, without limit as to number or period of service, except that Emeritus Directors shall be subject to removal by the same vote as other directors. Emeritus Directors shall not be members of the Board of Directors and shall have no voting rights, but except when the Board of Directors is in executive session, shall have the same rights as other directors to attend and speak at meetings of the Board. Unless the context otherwise requires, the term "directors" in these bylaws does not include Emeritus Directors.
- General Corporate Powers. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, 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.
- Specific Powers. Without prejudice to their general powers, the Board of Directors shall have the power to:
- Select and remove all officers of the Corporation; prescribe any powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation, if any.
- Appoint or remove such committees as the Board of Directors deems necessary.
- Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting.
- Adopt, make, and use a corporate seal and alter the form of the seal.
- Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt.
- Establish policies and procedures for the Corporation and its activities.
- Solicit, accept, and acknowledge donations, gifts, grants, contributions, or bequests of cash and non-cash assets.
- Sell, use, convert, invest and/or disburse any asset of the Corporation for the purposes set forth in the Articles of Incorporation.
- Adopt and amend the Corporation’s annual budget.
- Cause audits to be made in compliance with the California Government Code.
- Duties. It shall be the duty of the directors to:
- Perform and all responsibilities imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws, including but not limited to the powers enumerated above in (a) and (b) of this Section.
- Meet at such times and places as required by these Bylaws.
- Register their addresses with the Secretary of the Corporation, and notices of meetings sent to them at such addresses shall be valid notices thereof.
- Number and Qualification of Directors
- Limitations on Interested Persons
- any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director in his or her capacity as director; or
- 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.
- Election and Term of Office of Directors
- Term of Office. Each director shall be elected for a term of three (3) years until a successor has been duly elected. Directors may be re-elected to successive terms, provided that after serving two (2) full consecutive terms or six (6) years, whichever is less, a director shall not be eligible for re-election until he or she has been off the Board for at least two (2) years. Notwithstanding the foregoing, the term of any person elected as President of the Board of the Corporation shall not expire until the expiration of that person’s term of office as President of the Board.
- Staggered Terms. One-third (1/3) of the total authorized number of directors (not taking into account any director ex officio) shall be elected in each year. If the total authorized number of directors (not taking into account any director ex officio) at any time shall not be evenly divisible by three (3) so that a different number of directors must be elected in certain years, the Board of Directors shall make its best effort to equalize the numbers of director terms expiring in each year.
- Term Endings. The term of office of each director shall end on December 31st of the applicable year except as set forth in Section 6.4(a) above.
- Events Causing Vacancy. A vacancy or vacancies on the Board of Directors shall be deemed to exist on the occurrence of any of the following:
- The death, resignation, or removal of any director.
- The declaration by resolution of the Board of Directors of a vacancy in the office of a director who has been declared of unsound mind by court order or convicted of a felony, or who has been found by final order or judgment of any court to have breached a duty under Chapter 2, Article 3 of the California Nonprofit Public Benefit Corporation Law.
- The increase of the authorized number of directors.
- The failure of the Board, at any meeting of the Board at which any director or directors are to be appointed or elected, to appoint or elect the director(s) to be appointed or elected at such meeting.
- Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the President of the Board, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. No director may resign when the Corporation would then be left without a duly elected director or directors in charge of its affairs.
- Removal. Any director (except any director ex-officio) may be removed, with or without cause, by the vote of the majority of the members of the entire Board of Directors at a special meeting called for that purpose, or at a regular meeting. Any vacancy caused by the removal of a director shall be filled as provided in Section 6.5(d).
- Filling vacancies. Vacancies on the Board of Directors may be filled by a vote of a majority of the directors then in office (including the vote(s) of any director(s) whose term(s) of office expire coinciding with the date of such vote), whether or not less than a quorum, or by a sole remaining director.
- No vacancy on reduction of number of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
- Place of Meeting
- Annual Meeting
- Other Regular Meeting
- Special Meeting
- Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the President or her or his designated Board member representative, or any two (2) directors if there is more than one (1) director.
- Manner of Giving. Notice of the time and place of any special meeting of the Board of Directors shall be given to each director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail, postage prepaid; (c) by telephone communication, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director; (d) by telecopy (facsimile); or (e) by electronic mail. All such notices shall be given or sent to the director’s address, telephone number, facsimile number or email address as shown on the records of the Corporation.
- Time Requirements. Notices sent by first-class mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone, telecopy (facsimile) or electronic mail shall be delivered, telephoned or sent at least forty-eight (48) hours before the time set for the meeting. Any such notice shall be treated as effective or having been given (A) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), (B) if sent via facsimile, upon confirmation of facsimile transfer, or (C) if sent via electronic mail, when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
- Notice Contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting, or the place of the meeting if it is to be held at the principal executive office of the Corporation.
- Waiver of Notice.
- Notice of Adjournment.
- Conduct of Meetings.
- Action without Meeting.
- Telephone and Electronic Meetings.
- each director participating in the meeting can communicate with all of the other directors concurrently;
- each director is provided with the means of participating in all matters before the Board of Directors, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Corporation; and
- the Corporation verifies that (i) a person communicating by telephone, electronic video screen, or other communications equipment is entitled to participate in the Board meeting as a director, or by invitation of the Board of Directors or otherwise, and (ii) all motions, votes, or other actions required to be made by a director were actually made by a director and not by someone who is not entitled to participate as a director.
- Compensation of Directors.
- Emeritus Directors.
- Standard of Care.
Except as provided in ARTICLE 11 below, a person who performs the duties of a director in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.
- General. A director shall perform the duties of a director, including duties as a member of any committee of the Board of Directors on which the director may serve, in good faith, in a manner such director believes to be in the best interest of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
- one or more officers or employees of the Corporation whom the director believes to be reliable and competent as to the matters presented;
- counsel, independent accountants, or other persons as to matters which the director believes to be within such person’s professional or expert competence; or
- a committee of the Board of Directors upon which the director does not serve, as to matters within its designated authority, provided that the director believes such committee merits confidence; so long as in any such case, the director acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
- Investments. Except with respect to assets held for use or used directly in carrying out the Corporation’s charitable activities, in investing, reinvesting, purchasing or acquiring, exchanging, selling, and managing this corporation’s investments, the Board of Directors shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income as well as the probable safety of this corporation’s capital. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to the Corporation.
- Executive Compensation Review.
The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees consisting of two (2) or more directors to serve at the pleasure of the Board of Directors. Appointments to committees of the Board of Directors shall be by majority vote of the directors then in office. The Board of Directors may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of the committee.
Meetings and actions of committees of the Board of Directors shall be governed by, held and taken in accordance with the provisions of these bylaws concerning meetings and other board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by board resolution or, if there is none, by resolution of the committee of the Board of Directors. Minutes of each meeting of any committee of the Board of Directors shall be kept and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee, provided they are consistent with these bylaws, or in the absence of rules adopted by the Board of Directors, the committee may adopt such rules.
Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Any member of any committee may be removed, with or without cause, at any time by the Board.
Vacancies in the membership of any committee may be filled by appointments made in the manner as provided in the case of the original appointments.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of [a majority] of the members present at a meeting at which a quorum is present shall be the act of the committee.
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
No committee may:
The Board of Directors may establish one or more Advisory Committees to the Board of Directors. The members of any Advisory Committee may consist of directors or non-directors and may be appointed as the Board of Directors determines. Advisory committees may not exercise the authority of the Board of Directors to make decisions on behalf of the Corporation, but shall be restricted to making recommendations to the Board of Directors or committees of the Board of Directors, and implementing board or committee decisions and policies under the supervision and control of the Board of Directors or Board committee. Subject to the authority of the Board of Directors, Advisory Committees may determine their own meeting rules and whether minutes shall be kept.
- Committees of the Board.
- Meetings and Action of Committees.
- Term of Office.
- set the number of directors within a range specified in these bylaws;
- elect directors or remove directors without cause;
- fill any vacancies on the Board of Directors or on any committee;
- fix compensation of the directors for serving on the Board or on any committee;
- amend or repeal bylaws or adopt new bylaws;
- amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
- adopt amendments to the Articles of Incorporation of the Corporation;
- designate any committees of the Board of Directors or appoint the members thereof;
- expend corporate funds to support a nominee for director after there are more people nominated for director than can be elected;
- approve any transaction (i) to which the Corporation is a party and as to 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 or any person in which one or more of its directors have a material financial interest; and
- approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of the Corporation.
- Advisory Committees.
- Audit Committee.
- General. For any tax year in which the Corporation has gross revenues of $2 million or more, the Corporation shall have an Audit Committee whose members shall be appointed by the Board of Directors, and who may include both directors and non-directors, subject to the following limitations:
- a majority of the members of the Audit Committee may not consist of members of the Finance Committee, if any;
- the chair of the Audit Committee may not be a member of the Finance Committee, if any;
- the Audit Committee may not include any member of the staff, or the Admisistrative Director or Treasurer;
- the Audit Committee may not include any person who has a material financial interest in any entity doing business with the Corporation; and
- Audit Committee members who are not directors may not receive compensation greater than the compensation paid to directors for their service on the Board of Directors.
- If the Audit Committee is composed and appointed as required by Section 7.1 above (concerning Board committees), it shall be deemed a Board committee on which the other directors are entitled to rely as provide in ARTICLE 6, Section 6.19(a) of these Bylaws; otherwise, the Board of Directors shall remain responsible for oversight and supervision of the Audit Committee as an Advisory Committee.
- The Audit Committee shall: (i) recommend to the Board of Directors the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor, (ii) negotiate the compensation of the auditor on behalf of the Board of Directors, (iii) confer with the auditor to satisfy the Audit Committee members that the financial affairs of the Corporation are in order, (iv) review and determine whether to accept the audit, and (v) approve performance of any non-audit services provided to the Corporation by the auditor’s firm.
The Corporation shall have the following officers: President of the Board of Directors, BK Authors Liaison to the BK Publishing Group, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this ARTICLE 8. Except insofar as their duties may conflict, any two or more offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as President of the Board of Directors.
The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 8.3 or Section 8.6 of this ARTICLE 8, shall be chosen by the Board of Directors, and each shall hold his or her office for a period of one year unless he or she shall resign or shall be removed or otherwise disqualified to serve. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until that officer’s successor shall have been duly elected and shall have qualified.
The Board of Directors may appoint, and may authorize the President or any other officer to appoint, such other officers as it shall deem desirable, each such officer to have the authority and perform the duties prescribed from time to time by the Board of Directors and to hold office until he or she shall resign or shall be removed or otherwise disqualified to serve.
Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board of Directors, or, except in the case of an officer chosen by the Board of Directors, by an officer upon whom such power of removal may be conferred by the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
A vacancy in any office, because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
- Election and Term of Office.
- Subordinate Officers.
- Responsibilities of Officers.
BK Authors Liaison to the BK Publishing Group Board. The Liaison shall:
i. Give the BK Co-op a voice at the table in running the Publishing Company.
ii. Represent the collective position of the BK Co-op on issues regarding the publishing business, etc.
iii. Be a conduit of information between the Co-op and the BK Group Board.
iv. Report on issues and conversations that occur at the monthly BK Group Board meetings.
v. Serve in the same capacity as the other BK Group Board members.
- President of the Board. The President of the Board shall preside at all meetings of the Board of Directors and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. In the absence of the President, if the President is temporarily unavailable at the time that a specific duty or action needs to be accomplished, any other board member appointed by the President shall perform that specific duty or action
- Secretary. 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 the Board of Directors and committees of directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation, if adopted; see that the seal of the corporation, if adopted, is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of Secretary and such other duties as pertain to the office or as prescribed from time to time by the Board of Directors.
- The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation’s properties and transactions. The Treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws or by the Board of Directors. The books of account shall be open to inspection by any director at all reasonable times.
- The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the corporation with such depositories as the Board of Directors may designate; shall disburse the Corporation’s funds as the Board of Directors may order; shall render to the Administrative Director, President of the Board and the Board, when requested, an account of all financial transactions and of the financial condition of the Corporation; and shall have such other powers and perform such other duties as the Board of Directors or these Bylaws may prescribe.
- If required by the Board of Directors, the Treasurer shall give the Corporation a bond, in the amount and with the surety or sureties specified by the Board, for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement or removal from office.
- Administrative Director. The Administrative Director shall be the chief administrative employee of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The Administrative Director may sign, with the Treasurer or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be specially designated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general he or she shall perform all duties incident to the office of Administrative Director and such other duties as may be prescribed from time to time by the Board of Directors or these Bylaws. The Administrative Director shall be responsible to the Board of Directors, shall see that the Board is advised on all significant matters of the Corporation’s business, and shall see that all orders and resolutions of the Board are carried into effect. The Administrative Director shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the Board of Directors within the boundaries of policies and purposes established by the Board of Directors and as set forth in the Corporation’s Articles of Incorporation and these Bylaws.
RECORDS AND REPORTS
The Corporation shall keep at its principal executive office the original or a copy of its Articles and Bylaws as amended to date.
The accounting books, records, and minutes of the proceedings of the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept in either written or typed form or in any other form capable of being converted into written, typed, or printed form.
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 each of its subsidiaries, if any. 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.
An annual report shall be sent to the directors within one hundred twenty (120) days of the close of the Corporation’s fiscal year, containing the following information in reasonable detail:
The foregoing 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 an audit from the books and records of the Corporation.
- Maintenance of Articles and Bylaws
- Maintenance of Other Corporate Records
- Inspection by Directors
- Annual Statement of Certain Transactions and Indemnification
- The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.
- The principal changes in assets and liabilities, including trust funds, during the fiscal year.
- The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
- The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
- Any transaction during the previous fiscal year involving more than $50,000 between the Corporation (or its parent or subsidiaries, if any) and any of its directors or officers (or the directors or officers of its parent or subsidiaries, if any) or any holder of more than ten percent (10%) of the voting power of the Corporation or its parent or subsidiaries, if any, or any of a number of such transactions in which the same person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than $50,000, as well as the amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any director or officer of the Corporation. For each transaction, the report must disclose the names of the interested persons involved in such transaction, stating such person’s relationship to this corporation, the nature of such person’s interest in the transaction and, where practicable, the value of such interest.
- Required Financial Audits.
Except as permitted by Section 5236 of the California Nonprofit Public Benefit Corporation Law, the Corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that the Corporation may advance money to a director or officer of the Corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Except as provided in Section 10.3 below, the Board of Directors shall not approve, or permit the Corporation to engage in, any self-dealing transaction. A self dealing transaction is a transaction to which the Corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction is described in California Corporations Code Section 5233(b).
- Loans to Directors and Officers.
- Self-Dealing Transactions.
- Approval of a Self-Dealing Transaction.
- The Corporation may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General of the State of California. The Corporation may also engage in a self-dealing transaction if the Board of Directors determines, before the transaction, that (a) the Corporation is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to the Corporation at the time; and (c) after reasonable investigation, the Board of Directors determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board of Directors 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 a majority of the directors then in office, without counting the vote of the interested director or directors.
- Where it is not reasonably practicable to obtain approval of the Board of Directors before entering into a self-dealing transaction, a Board committee may approve such transaction in a manner consistent with the requirements above; provided that, at its next meeting, the full Board of Directors determines in good faith that such Board committee’s approval of the transaction was consistent with the requirements above and that it was not reasonably practical to obtain advance approval by the full Board of Directors, and ratifies the transaction by a majority of the directors then in office without the vote of any interested director.
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
To the fullest extent allowed by Section 5238 of the California Nonprofit Public Benefit Corporation Law, the Corporation may indemnify and advance expenses to its agents, in connection with any proceeding, and in accordance with Section 5238. For purposes of this ARTICLE 11, "agent" shall have the same meaning as in Section 5238(a), including directors, officers, employees, other agents, and persons formerly occupying such positions; "proceeding" shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and "expenses" shall have the same meaning as in Section 5238(a), including reasonable attorneys' fees.
On written request to the Board of Directors in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d) of the California Nonprofit Public Benefit Corporation Law. Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of directors who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, may authorize indemnification to the extent permitted thereby.
The Board may authorize the advance of expenses incurred by or on behalf of an agent of this corporation in defending any proceeding prior to final disposition, if the Board finds that:
Unless the Board finds compelling reasons to do otherwise, the undertaking shall be unsecured, and no interest shall be charged on the obligation created thereby.
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of 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 the Corporation would have the power to indemnify the agent against that liability under the provisions of this ARTICLE 11; provided, however, that the Corporation shall not have the power to purchase and maintain such insurance to indemnify any agent of the Corporation against liabilities beyond the Corporation’s power to indemnify such agent under law.
- Right to Indemnity.
- Approval of Indemnity
- Advancement of Expenses
- the requested advances are reasonable in amount under the circumstances; and
- before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this ARTICLE 11.
- Fiduciaries of Corporate Employee Benefit Plan
The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or any agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors or these Bylaws, 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 for any purpose or in any amount.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the person or persons on whom such power may be conferred by the Board from time to time.
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.
- Checks, Drafts, Etc
CONSTRUCTION AND DEFINITIONS
Bylaws may be adopted, amended, or repealed by the Board of Directors; provided that such changes are not in conflict with the Articles of Incorporation or with the California Nonprofit Public Benefit Corporation Law.
- Amendments to These Bylaws
- Amendments to the Articles of Incorporation
The Administrative Director, or such other officers as the Board of Directors may select for that purpose, are authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all voting securities of any other corporations standing in the name of the Corporation. The authority herein granted to said officers to vote or represent on behalf of the Corporation any and all voting securities held by the Corporation in any other corporations may be exercised either by such officers in person or by any person authorized to do so by proxy or power of attorney duly executed by such officer.
- Representation of Shares of Other Corporations
- Governing Law
In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the California Nonprofit Public Benefit Corporation Law as then in effect shall apply.
CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS
OF BK AUTHORS, INC.
The undersigned hereby certifies that he or she is the duly elected, qualified and acting Secretary of BK Authors, Inc. (the "Corporation") and that the foregoing amended and restated bylaws of the Corporation, comprising twenty (20) pages, was adopted by the Board of Directors of the Corporation in accordance with the laws of the State of California on ___, 20116.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this _____ day of