Dances of Universal Peace International
[name amended April 24, 1994; January 12, 2010; May 10, 2011]
I. PRINCIPAL OFFICE [amended April 24, 1994; July 17, 1999; January 12, 2010]
The principal executive office for the transaction of the business of this corporation is located in the County of San Francisco, California, 410 Precita Avenue, San Francisco, California 94110. The Board of Directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct business.
II. OBJECTIVES AND PURPOSES [amended April 24, 1994; January 12, 2010]
The objectives and purposes of this corporation shall be to support the work of the Guidance Council of the Dances of Universal Peace, to support members of the Leaders Guild, and to link the worldwide community of participants in the Dances.
III. BOARD OF DIRECTORS [previous III. THE ADVISORY COUNCIL deleted January 12, 2010]
SECTION 1. POWERS
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS [amended January 12, 2010; May 10, 2011]
The Board of Directors shall consist of not less than five nor more than seven Directors. The exact number of Directors may be changed, within the limits specified, by majority vote at each annual meeting. Only leaders of the Dances of Universal Peace who have been acknowledged by the Guidance Council and who remain in good standing by fulfilling those conditions as may be established from time to time by the Board of Directors may be elected to serve as Directors. In addition, at least two of the Directors shall be members of the Guidance Council. Directors need not be residents of the State of California.
Directors shall be elected at each annual meeting; however, if any annual meeting is not held or the Directors are not elected at any annual meeting, they may be elected at any special meeting of the Board of Directors held for that purpose. Directors shall hold office for a term of three years, except that, in order to implement and maintain a system of staggered expiry dates the Board of Directors may determine that certain of the terms will be for less than three years. Each Director, including a Director elected to fill a vacancy or elected at a special Board meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
SECTION 4. VACANCIES
SECTION 5. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting, or, if not stated in the notice, or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 5., a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
SECTION 6. ANNUAL MEETING [amended January 12, 2010]
The annual meeting of the Board of Directors of the corporation shall be held on the first Saturday of April of each year at 1:00 p.m. at the principal office of the corporation, or at any other time in each year at any other place determined by a resolution of the Board of Directors. No notice of any such annual meeting need be given if it is held on the first Saturday of April at 1:00 p.m. at the principal office of the corporation; otherwise written notice of the time and place of the annual meeting shall be delivered personally to each Director or sent to each Director by mail or other form of written communication, charges prepaid, addressed to him or her at the address shown on the records of the corporation, or if it is not shown of the records of the corporation or is not readily ascertainable, at the place where the meetings of the Board of Directors are regularly held. Any notice shall be mailed or delivered at least five days before the date of the annual meeting.
SECTION 7. ORGANIZATION OF ANNUAL MEETING [amended April 16, 1993; January 12, 2010]
SECTION 8. OTHER REGULAR MEETINGS
Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.
SECTION 9. SPECIAL MEETINGS
SECTION 10. WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present, and (2) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to 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 11. QUORUM
One half of the authorized number of Directors shall constitute a quorum for the transaction of business. 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 12. 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 as a 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 13. COMPENSATION OF DIRECTORS
Directors shall receive no compensation for their services in this capacity. They may receive such reimbursement of expenses as may be determined by resolution of the Board of Directors to be just and reasonable.
SECTION 1. OFFICERS
The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. At the discretion of the Board of Directors, the corporation may have such other officers as the Board may appoint. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as president.
SECTION 2. ELECTION OF OFFICERS
The officers of the corporation shall be chosen 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.
SECTION 3. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any 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 4. RESIGNATION OF OFFICERS
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
SECTION 5. VACANCIES IN OFFICE
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by the Board of Directors.
SECTION 6. 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. S(he) shall preside at all meetings of the Board of Directors. S(he) shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
SECTION 7. VICE PRESIDENT
In the absence or disability of the president, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed for him/her by the Board of Directors.
SECTION 8. SECRETARY
SECTION 9. TREASURER
V. CORPORATE RECORDS
VI. 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. Without limiting the generality of the above, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the corporation and a natural person.
VII. AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed and new bylaws adopted by the vote of a majority of the members of the Board of Directors at any Board meeting.
end of bylaws