Our Bylaws


 

BYLAWS OF BK AUTHORS, INC.

A California Nonprofit Public Benefit Corporation

Adopted on December 7, 2016 and revised as of _______

 

PREAMBLE

ARTICLE 1. NAME 

 

ARTICLE 2. OFFICES OF THE CORPORATION

 

ARTICLE 3. MEMBERSHIP

SECTION 3.1. Qualifications, Benefits and Rights of Membership

SECTION 3.2. Dues and Donations

SECTION 3.3. Annual Members’ Meeting

 

ARTICLE 4. BOARD OF DIRECTORS

SECTION 4.1. Powers and Duties

SECTION 4.2  Decision-making

SECTION 4.3. Number of Board Members

SECTION 4.4. Qualifications

SECTION 4.5. Election and Terms of Office of Board Members                                      

SECTION 4.6. Compensation

 

ARTlCLE 5. MEETINGS AND ACTIONS OF BOARD MEMBERS

SECTION 5.1. Place of Meeting

SECTION 5.2. Meetings by Telephone or Internet

SECTION 5.3. Annual Meeting.

SECTION 5.4. Other Regular Meetings

SECTION 5.5. Special Meetings

SECTION 5.6. Quorum

SECTION 5.7. Adjournment

SECTION 5.8.  Open Meetings

SECTION 5.9. Action without a Meeting

SECTION 5.10. Committees

 

ARTICLE 6. OFFICERS

SECTION 6.1. Officers of the Corporation

SECTION 6.2. Other Officers

SECTION 6.3. Qualifications

SECTION 6.4. Election of Officers upon Expiration of Terms of Office

SECTION 6.5. Removal of Officers

SECTION 6.6. Resignation of Officers

SECTION 6.7. Filling of Vacancies in Office

SECTION 6.8. Compensation

 

ARTlCLE 7. RESPONSIBILITIES OF OFFICERS          

SECTION 7.1. President (Board Chair)

SECTION 7.2. Vice-President

SECTION 7.3. Secretary

SECTION 7.4. Treasurer

SECTION 7.5. BK Liaison

 

ARTICLE 8. PERSONNEL

SECTION 8.1. Selection

SECTION 8.2. Duties of the Administrator

SECTION 8.3. Compensation and Benefits

SECTION 8.4. Conflict of Interest

 

ARTICLE 9. INDEMNIFICATION AND INSURANCE

SECTION 9.1. Right of Indemnity

SECTION 9.2. Approval of Indemnity

SECTION 9.3. Advancement of Expenses

SECTION 9.4. Insurance

 

ARTICLE 10. RECORDS AND REPORTS

SECTION 10.1. Maintenance of Corporate Records

SECTION 10.2. Maintenance and Inspection of Articles and Bylaws

SECTION 10.3. Inspection by Board Members

SECTION 10.4. Annual Report

SECTION 10.5. Board Member’s Orientation Manual

 

ARTICLE 11. AMENDMENT OF BYLAWS

 

ARTICLE 12. DISSOLUTION OF CORPORATION

 

CERTIFICATE OF SECRETARY  


BYLAWS OF BK AUTHORS, INC.

 

A California Nonprofit Public Benefit Corporation

 

PREAMBLE: BK Authors, Inc. exists as a a membership organization, principally of BK authors. Through our educating, mentoring and member services, we support BK authors in creating and marketing books that support a world that works for all.

 

Vision: Supporting authors’ efforts to create a world that works for all.

 

Mission: to join together for support, learning, and collective action that can bring forth that world we want.

 

Values: BK Authors, Inc. commits to helping shape, through our unique and diverse efforts, a world that works for all; and, to live in ways that authentically embody our messages.  We hold the following values:

Stewardship. We act as stewards or trustees—serving the interests of others and the whole—rather than acting as self-serving owners in administering the wealth, powers, privileges, and other resources entrusted to us. We emphasize choosing service over self-interest, sharing responsibility for the whole, seeking the common good of our communities and society, and consuming only what we need.

 

Quality. Individually and collectively, we develop and use to our fullest ability the talents, capabilities, financial means, and other resources we now have and might develop. We are continually learning, growing, and progressing. We give our best efforts and performance. We take initiative to meet needs and make the most of opportunities. We create systems to do our work and serve others well. We strive to add value in all we do.

 

Partnership. We accomplish our objectives and relate to others—including adversaries, subordinates, and the disadvantaged—through collaboration, invitation, dialogue, respect, openness, integrity, mutualism, and other dimensions of a partnership relationship rather than through compulsion, force, coercion, violence, or other manifestations of hierarchical dominion.  We are transparent toward all in our intent, decision making, structures, and policies. We seek to abolish class systems (wherein one group has enduring structural advantages over another group) in all areas of our organizations and communities, including ownership, wealth, belonging, power, accountability, compensation, and access to information and resources.

 

Inclusion. We value the many kinds of differences and similarities among people to foster inclusivity and diverse perspectives in how we work together and operate our organizations.  We invite all voices to be heard, actively listen to others’ perspectives, and strive to include underrepresented people and underrepresented perspectives. We foster a sense of belonging in a manner that allows everyone to feel respected and valued.  We seek to abolish in our organizations and communities discrimination based on race, ethnic origin and identity, color, class, gender, gender identity, sexual orientation, age, disability, body size, nationality, language, religion, political beliefs, marital status, and other kinds of differences.

 

Sustainability. We follow individual and collective practices that are sustainable over the long term for our personal wellbeing, organizational fiscal and social responsibility, and community and environmental health.  Our work supports establishing lifestyles, institutions, organizations, communities, economic systems, natural resource use, and other ways of living and interacting that are sustainable for generations going forward.


 

ARTICLE 1. NAME

The name of this Corporation is BK Authors, Inc.

 

ARTICLE 2. OFFICES OF THE CORPORATION  

The principal office for the transaction of the activities, affairs, and business of the Corporation (principal office) is located at 305 W. Magnolia Street, Fort Collins, CO 80521.  The Board of Directors (the Board) may change the principal office from one location to another.


 

ARTICLE 3. MEMBERSHIP

SECTION 3.1. QUALIFICATIONS, BENEFITS AND RIGHTS OF MEMBERSHIP.

A. Qualifications. Members, as defined in our Membership Policy, must be:

1. Authors who publish a book, or who have contracted to publish a book, with Berrett Koehler Publishers, with Berrett Koehler Publishers submitting a one-time initiation fee for each author.

2. Authors who self-publish as part of Berrett Koehlers Open Book Editions, are eligible to become BK Authors Inc. members if they pay the one-time initiation fee.

3 Associating Members, who include: 

a. Every current employee of Berrett-Koehler Publishers

b. Any person in the field of writing and publishing, and any person sponsored by any member of BK Authors, Inc. whose application for membership is approved by the Board, upon payment of a one-time initiation fee.

B. Benefits and Rights

1. Members will receive regular communications from BK Authors, Inc. on the activities of the Corporation and on other issues relevant to the art and business of creating and marketing books. They also receive invitions to attend the Corporation’s Annual Retreat and Annual Members’ Meeting. 

2. Members shall have no voting rights. All voting rights reside in the Board of Directors and assets are solely owned by the Corporation and directed by the Board.

 

SECTION 3.2. DUES AND DONATIONS

The Board, at its discretion, may set a schedule and rates for the payment of annual dues by Members and/or may solicit donations from Members.

 

SECTION 3.3. ANNUAL MEMBERS’ MEETING
An annual Members’ Meeting shall be held each year at a time and place chosen by the Retreat Committe and confirmed by the Board. The purpose of this meeting shall be for fellowship and the sharing of information. Notice of meeting to all Members shall be given at least 30 days in advance of the meeting date.


ARTICLE 4. BOARD OF DIRECTORS

SECTION 4.1. POWERS AND DUTIES

A. General Corporate Powers. Subject to the provisions and limitations of the

California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations in the Articles of Incorporation or these Bylaws, the Corporation’s activities and affairs shall be managed, and all corporate power shall be exercised, by or under the direction of a Board of Directors (Board).

B. Specific Powers. Without prejudice to the general powers set forth in Section

4.1.A of these Bylaws, but subject to the same limitations, the Board shall have the power to:

1. Appoint and remove at its pleasure any of the Corporation’s officers, agents, and employees; prescribe powers and duties for them that are consistent with the law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation. The election and dismissal of members of the Board shall be consistent with Sections 4.3 through 4.6 of these Bylaws.

2. Change the principal office in California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; and conduct its activities within or outside California.

3. Establish or remove such committees as it deems necessary.

      4. Adopt and amend the Corporation’s annual budget.

5. 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 and other evidences of debt and securities.

6. Solicit, accept, and acknowledge donations, gifts, grants, contributions, or bequests of cash and non-cash assets.

7. Represent the Corporation in all legal matters that may come before it.

8. Amend the Bylaws consistent with Article 11 of these Bylaws.

C. Duties. All Board members shall:

1. Develop a reasonable understanding of the background and purposes of the Corporation, of its operating documents and procedures, and of its expectations of Board service, including committee service and due diligence.

2. Perform any 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 SECTIONS 4.1 A and B.

3. Meet at such times and places as required by these Bylaws.

4. Register their valid addresses with the Secretary of the Corporation. -

 

SECTION 4.2.  DECISION-MAKING

All decisions by the Board shall be by majority vote.

 

SECTION 4.3. NUMBER OF BOARD MEMBERS.

1. The authorized number of board members shall be twelve. The number of Board members may be changed at any time by amendment of these Bylaws.

2. All Past Presidents of the Board shall become honorary members of the Board, without voting rights.

 

SECTION 4.4. QUALIFICATIONS.

All Board members must be Members although no more than 50% of the Board may be Associate Members. At least one board member must represent the interests of each BK Organization as stipulated by the Berrett-Koehler Constitution, these presently being BK Publishers  and the BK Foundation.

 

SECTION 4.5. ELECTION AND TERMS OF OFFICE OF BOARD MEMBERS.

A. Elections upon expiration of terms of office.

1. Elections. Each year a Nominating Committee (see SECTION 5.10 C 2) shall meet and decide on a slate of candidates for positions on the Board made open by expiration of incumbents’ terms of office. New Board members are then elected by a majority of Board members except that no member whose term is expiring may vote for or against his/her re-election. Such elections normally shall take place at the Board’s Annual Meeting.

2. Terms of office. Each Board member shall be elected for a term of three years, and shall hold office until a successor has been elected. Board members will serve staggered terms starting on the date of their election. Board members may serve no more than three consecutive full three-year terms, however, any Board member who has served three consecutive full three-year terms shall be eligible for election again as a Board Member after at least one year has elapsed from the date his or her previous Board service terminated.

B. Elections to fill vacancies (openings not caused by expiration of terms of office).

1. Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of any of the following:

a. The death or resignation of any Board member. Any Board member may resign by giving written notice to the President of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a Board member’s resignation is effective at a later time, the Board may elect a successor to take office when the resignation becomes effective.

b. The declaration by a majority of Board members of a vacancy in the office of a Board member who has been judged unfit to serve, or who has failed to attend two consecutive Board meetings without good cause.

c. The increase of the authorized number of Board members.

2. No Vacancy on Reduction of Number of Board Members. No reduction of the authorized number of Board members shall have the effect of removing any Board member before that Board member’s term of office expires.

3. Filling Vacancies. Vacancies on the Board may be filled by a majority of the Board members then in office, whether or not less than a quorum, at any meeting of the Board, on the advice of the Nominating Committee.

 

SECTION 4.6. COMPENSATION.

Compensation, if any, for Board members shall be set by the Board.

 

ARTlCLE 5. MEETINGS AND ACTIONS OF BOARD MEMBERS

SECTION 5.1. PLACE OF MEETING.

Meetings of the Board shall be held at any place within or outside the State of California that has been designated by the Board, or, if not so designated, at the principal office of the Corporation.

 

SECTION 5.2. MEETINGS BY TELEPHONE OR INTERNET.

Any meeting may be held by conference telephone or Internet connection, as long as all Board members participating in the meeting can hear one another. All such Board members shall be deemed to be present in person at such a meeting.

 

SECTION 5.3. ANNUAL MEETING.

The Board shall hold a regular Annual Meeting for purposes of organization, election of new Board members and officers, and the transaction of other business within two weeks following each Annual Meeting of members. The specific time and place will be determined by the Board.

 

SECTION 5.4. OTHER REGULAR MEETINGS.

Other regular meetings of the Board may be held without notice at such time and place as the Board may fix.

 

SECTION 5.5. SPECIAL MEETINGS.

A. Authority to call. Special meetings of the Board for any purpose may be called at any time by the Chair of the Board or any two Board members.  

 

B. Notice.

1. Manner of Giving Notice. Notice of the time and place of special meetings

shall be given to each Board member by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid;

(c) by telephone, either directly to the Board member or to a person at the Board
member’s office who would reasonably be expected to communicate that

notice promptly to the Board member; or (d) by e-mail.

 

2. Time Requirements. Notices sent by first-class mail shall be deposited in the

United States mails at least four days before the time set for the meeting.

Notices given by personal delivery, telephone, or e-mail or fax shall be

delivered, telephoned, or e-mailed at least 48 hours before the time set for the meeting.


3. Notice Contents. The notice shall state the time, place and purpose of the meeting.

 

SECTION 5.6. QUORUM.

A majority of the number of Board members shall constitute a quorum for the transaction of business, except to adjourn (See Section 5.7). Every action taken or decision made by a majority of the Board members present at a duly held meeting at which a quorum is present shall be the act of the Board, subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions between the Corporation and one or more Board members or between the Corporation and any entity in which a Board member has a material financial interest, (b) creation of and appointments to committees of the Board, and (c) indemnification of Board members. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Board members, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Proviso: At any meeting of the Board in which a quorum is not present, any member present may request that action on a matter be held until the next Board meeting. 

 

SECTION 5.7. ADJOURNMENT.

A majority of the Board members present, whether or not a quorum is present, may

adjourn any meeting.

 

SECTION 5.8. OPEN MEETINGS.

Meetings of the Board of Directors are open to the membership, except that the Board may declare any meeting or part of meeting an executive session in order to discuss litigation, personnel, the removal of a Board member, or any other matter the Board specifically designates when declaring an executive session.

 

SECTION 5.9. ACTION WITHOUT A MEETING.

Any action that the Board is required or permitted to take may be taken without a meeting if the majority of members of the Board consent in writing to that action. Such action shall have the same force and effect as any other validly approved action of the Board. Written consent includes e-mail communications. All such actions shall be filed as an addendum to the Minutes of the proceedings of the Board.

 

SECTION 5.10. COMMITTEES.

A, The Board at it discretion may establish Committees. Standing Committees will advise the Board regarding recurring events and initiatives. Ad Hoc Committees may be established to advise the Board on unique events and initiatives.

B. The Board will establish the purpose, size and composition of each Committee. The rules for establishing a quorum and making decisions shall be the same as those for the Board itself. Each Committee shall keep Minutes of its proceedings, which shall become part of the Corporation’s records.

C. Standing Committees. The Board shall establish the following Standing Committees:

1. An Executive Committee of Board members may conduct any and all business that may come before the full Board when time or circumstances do not permit a meeting of the full Board.  Its decisions shall have the same force as those made by the full Board and will be reviewed by the full Board at it earliest convenience.

2. A Nominating Committee shall develop competent standards and methods for identifying, recruiting, vetting, and selecting prospective Board members and officers, and shall nominate slates for both Board members and officers in time for their election by the Board at its Annual Meeting, or at any other meeting at which a Board or Board officer vacancy must be filled (see SECTION 4.5).

3. A Retreat Committee shall be in charge of organizing the organizations Annual Retreat. It will establish in advance with the Board: 1) agreed mission and outcomes; 2) an agreed timeline for its actions; and 3) which kinds of decisions it may make on its own and which it must submit to the Board for its approval; and 4) a schedule for reporting in to the Board on its work.

4. A Marketing Workshop Committee shall be in charge of organizing the organizations annual Marketing Workshop. It will establish in advance with the Board: 1) agreed mission and outcomes; 2) an agreed timeline for its actions; and 3) which kinds of decisions it may make on its own and which it must submit to the Board for its approval; and 4) a schedule for reporting in to the Board on its work.

5. A Constitutional Governing Council Representative (1 Year Term) shall represent the organization’s interest on the Berrett-Koehler Constitutional Governing Council, as described in Section VIII of the Berrett-Koehler Constitution.

6. Other Committees. The Board may, from time to time, establish other committees, as may be necessary or useful to the corporation.

 

ARTICLE 6. OFFICERS 

SECTION 6.1. OFFICERS OF THE CORPORATION.

The officers of the corporation shall be:  

President (Board Chair)

Vice-President

Secretary

Treasurer

Berrett Koehler (BK) Board Liaison

SECTION 6.2. OTHER OFFICERS.

The Board may appoint, or may authorize the President, or another officer, to appoint, any other officers that the Corporation may require. Each officer so appointed shall have the title, hold office for the period, have the authority, and perform the duties determined by the Board.

 

SECTION 6.3. QUALIFICATIONS.

All officers must be Board members of the Corporation.

 

SECTION 6.4. ELECTION OF OFFICERS UPON EXPIRATION OF TERMS OF OFFICE

A. Each year a Nominating Committee (see SECTION 5.10 C 2) shall meet and decide on a slate of candidates for officer positions on the Board made open by expiration of incumbents’ terms of office. Officers, except those appointed under SECTIONS 6.2 and 6.7 of these Bylaws, shall then be elected at the Annual Meeting of the Board by a majority of Board members, except that no officer whose term is expiring may vote for or against his/her re-election.

 

B. Board officers may serve no more than three consecutive terms, however, any Board officer who has served three consecutive terms shall be eligible for election again as a Board officer after at least one year has elapsed from the date his or her previous Board service terminated.

 

SECTION 6.5. REMOVAL OF OFFICERS.

Any officer may be removed with or without cause by the Board.

 

SECTION 6.6. RESIGNATION OF OFFICERS.

Any officer may resign at any time by giving written notice to the corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be 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.

 

SECTION 6.7. FILLING OF VACANCIES IN OFFICE.

A vacancy in any office because of death, resignation or removal shall be filled by the Board for the remaining portion of the term, on the advice of the Nominating Committee.

 

SECTION 6.8. COMPENSATION.

Officers shall serve without compensation.


ARTlCLE 7. RESPONSIBILITIES OF OFFICERS

SECTION 7.1. PRESIDENT-BOARD CHAIR (two year term)

The President shall preside at Board and Members’ meetings and shall exercise and perform such other powers and duties as the Board may assign from time to time. The President shall also be the chief executive officer and shall have the powers and duties prescribed by these Bylaws.

A. Duties. Subject to the control of the Board, the President shall be the executive manager of the Corporation and shall supervise, direct, and control the Corporation’s activities and affairs. The President shall have such other powers as the Board may prescribe.

B. Absence of the President. If the President is temporarily unavailable at the time that a specific duty or action needs to be accomplished, the Vice-President shall perform that specific duty or action.

 

SECTION 7.2. VICE PRESIDENT (one year term)

The Vice-President shall act in the President’s stead, with all the powers of that office, when circumstances may prevent the President from carrying out his/her duties.

 

For reasons of continuity, it is expected but not required that the Vice-President is the President-Elect for the following year.

 

SECTION 7.3. SECRETARY (two year term)

A. Duties: the Secretary shall:

1. Insure that all legal requirements are met and all required documents and fees are filed in a timely manner with the State of California and the IRS.

2. Keep or cause to be kept, at the Corporation’s principal office or such other place as the Board may direct, (l) a book of Minutes of all meetings, proceedings, and actions of the Board and its Committees, including for all meetings the time and place of holding, whether the meeting was annual, regular, or special. If the meeting was special, the Minutes must include how the meeting was authorized, the notice given, and the names of those present; and (2) a copy of the Articles of Incorporation and the Bylaws, as amended to date.

3. Give, or cause to be given, notice of all meetings of the Board required by these Bylaws.

4. Keep, or cause to be kept, at the Corporation’s principal office or at a place determined by Board resolution, a record of the Corporation’s members, showing each member’s name and address.

5. Create and regularly update a brief, informative “Board Members Orientation Manual” per SECTION 10.5.

6. Have such other powers and perform such other duties as the Board may prescribe.

 

SECTION 7.4. TREASURER (two year term)

A. Duties: the Treasurer shall:

1.  Working collaboratively with administrative staff, prepare the annual budget for Board approval.

2. Ensure that all Board members receive appropriate and comprehensible monthly financial statements, including comparison of revenue and expenditures with the approved annual budget.

3. Approve all major expenditures, be informed of minor expenditures within the budget, and approve all expenditures that are not in the approved budget.

4. Serve as a resource to the Board and committees of the Board on all financial issues, including preparation of committee budgets.

5. Consult with staff, bookkeeper, accountant, or auditors as necessary to ensure financial records and receipts are available and accurate and timely filing of all reports.

6. Ensure that all financial reports, including those for annual or special audits, are provided to all Board members in a timely manner for review and discussion as appropriate.

SECTION 7.5. BK LIAISON (two year term)

A. Duties: the BK Liaison shall:

1. Represent the collective positions of BK Author Inc. at the monthly Board meetings of the Berrett Koehler Publishing Company and report back to the Board on relevant issues discussed at those meetings.

2. Be a conduit of information between BK Authors, Inc. and the Company.

 

ARTICLE 8. PERSONNEL

SECTION 8.1. SELECTION.

The Board shall hire an Administrator to coordinate and to administer the daily operations of the Corporation. The Administrator shall be an employee of the Corporation and terms of employment shall be set by the Board. The Board may hire additional employees and/or contract with independent contractors to fill specific job functions.

 

SECTION 8.2. DUTIES OF THE ADMINISTRATOR.

A. Daily Operations. The Administrator shall coordinate and administer the daily

operations of the Corporation in consultation with the President and the Board.

B. Accounts. The Administrator shall advise and assist the Treasurer with the maintenance of books and accounts, the preparation and distribution of financial statements, and the deposit and disbursement of money and valuables as described in sections 7.4. of these Bylaws.

C. Records, Notices, and Other Duties. The Administrator shall advise and assist the

Secretary with the maintenance of (l) a book of Minutes; (2) a copy of the Articles of Incorporation, and of Bylaws as amended to date; and (3) a record of the Corporation’s members. The director shall give notice of meetings of Members and of the Board when requested to do so and shall perform such other duties as the Board may prescribe.

 

SECTION 8.3. COMPENSATION AND BENEFITS.

The Board shall fix the compensation and benefits of all contractors and employees.

 

SECTION 8.4. CONFLICT OF INTEREST.

Any Member employed by BK Authors, Inc. on a regular basis shall not serve simultaneously as a Board member.


 

ARTICLE 9. INDEMNIFICATION AND INSURANCE

 

SECTION 9.1. RIGHT OF INDEMNITY.

To the fullest extent permitted by law, this Corporation shall indemnify its Board members, officers, Director, and other persons described in section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in section 7237(a) of the California Corporations Code.

 

SECTION 9.2. APPROVAL OF INDEMNITY.

On written request to the Board by any person seeking indemnification under section 7237(b) or section 7237(c) of the California Corporations Code, the Board shall promptly determine under section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in section 7237(b) or section 7237(c) has been met and, if so, the Board shall authorize indemnification.

 

SECTION 9.3. ADVANCEMENT OF EXPENSES.

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under sections 9.1 and 9.2 of these Bylaws in defending any proceeding covered by those sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an assurance by or on behalf of that person that the advance will be repaid, unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.


SECTION 9.4. INSURANCE.

The Corporation shall have the right to purchase and maintain insurance to the  

full extent permitted by law on behalf of its officers, Board members, employees, and other agents, against any liability asserted against or incurred by any officer, Board member, employee, or agent in such capacity or arising out of the officer’s, Board member’s, employee’s, or agent’s status as such.


 

ARTICLE 10. RECORDS AND REPORTS

 

SECTION 10.1. MAINTENANCE OF CORPORATE RECORDS.

The Corporation shall keep (l) adequate and correct books and records of account; (2) written Minutes of the proceedings of its Board, and Committees of the Board; and (3) a record of each member’s name and address.

 

SECTION 10.2. MAINTENANCE AND INSPECTION OF ARTICLES AND BYLAWS.

The Corporation shall keep at its principal office the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times. The Secretary or Administrator shall, on the request of any member, furnish to that member a copy of the Articles of Incorporation and Bylaws as amended to date.

 

SECTION 10.3. INSPECTION BY BOARD MEMBERS.

Every Board member shall have the absolute right at any reasonable time to inspect the Corporation’s books, records and documents of every kind. The right of inspection includes the right to copy and make extracts of documents.

 

SECTION 10.4. ANNUAL REPORT.

An annual report shall be prepared within 150 days after the end of the Corporation’s fiscal year. That report shall contain the following information in appropriate detail:

 

A. A balance sheet as of the end of the last completed fiscal year, and an income statement and statement of changes in financial position for that fiscal year, accompanied by a report, if any, on them by independent accountants.

B. A brief description of the Corporation’s goals, activities and achievements of the preceding year.

 

SECTION 10.5. BOARD MEMBER’S ORIENTATION MANUAL  

The Secretary, with the approval of the Board, shall create and keep updated a Board Member’s Orientation Manual, whose purpose is to give basic expectations and initial direction to new Board members.  Items shall include, among others:

1. The basic purpose of a California Nonprofit Public Benefit corporation as defined under the law;

 

2. IRS 501(c)3 requirements;

 

3. The purpose of these Bylaws, their contents, how they guide decisions and actions, and when/how/why to amend them; and

 

4. The expectations of Board service, including committee service and due diligence.

 

ARTICLE 11. AMENDMENT OF BYLAWS

These Bylaws shall be reviewed at least annually, They may be adopted, amended, or repealed only by the vote or written consent of a majority of the Board provided that such changes are not in conflict with the Articles of Incorporation or with the California Nonprofit Public Benefit Corporation Law.

 

ARTICLE 12. DISSOLUTION OF CORPORATION

The Corporation may be dissolved only by the vote or written consent of two-thirds of the Board.  


 

CERTIFICATE OF SECRETARY


 

I certify that I am the duly elected and acting Secretary of BK Authors, Inc., a California nonprofit public benefit corporation, and that these Bylaws, consisting of sixteen pages, are the Bylaws of this Corporation as adopted by its Board on December 7, 2016  and that they have not been amended or modified since that date.

 

Executed on  December 7, 2016  


 

Emily Axelrod, Secretary