principal office of this corporation shall be located in the City and
County of San Francisco at an address to be determined by resolution
of the board of directors.
corporation shall have no voting members, but the board of directors
may, by resolution, establish classes of non‑voting members and
provide for eligibility and rights and duties, including the
obligation to pay dues.
1. Powers. This corporation shall have powers to the full
extent allowed by law. All powers and activities of this corporation
shall be exercised and managed by the board directly or, if delegated,
under the ultimate direction of the board.
2. Number of Directors. The authorized number of directors
shall be nine (9).
3. Election and Term of Office of Directors. Each director
shall be elected for a term of two (2) years. Each director shall hold
office until the expiration of the term for which
elected and until a
successor has been qualified. A majority of the directors shall be members of the
Basque Cultural Center.
4. Vacancies. A vacancy shall be deemed to exist in the event
that the actual number of directors is less than the authorized number
for any reason. Resignation shall be effective upon receipt of written
notice by the secretary. The board may remove any director with or
without cause. Vacancies may be filled by the board for the
un-expired portion of the term.
5. Annual Meeting. A meeting of the board of directors shall be
held at least once a year. Annual meetings shall be called and
noticed in the same manner as special meetings.
6. Special Meetings. Special meetings of the board of directors
may be called by the president or by any two directors. Special
meetings shall be held at the date, place and time stated in the
7. Notice. Written notice of the Annual Meeting and any
special meetings of the board of directors shall be given to each
director at least four (4) days before any such meeting. The notice
shall be delivered personally or by first‑class mail or by
8. 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 a quorum is present, and
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
qiven to any director who attends the meeting without protesting
before or at its commencement about the lack of adequate notice.
9. Quorum. A majority of the directors then in office shall
constitute a quorum. The act of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the board
of directors, except as provided in Article III, Section 13C, and
Article VI, Section 6. 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 such meeting.
10. Action Without a Meeting. Any action required or permitted
to be taken by the board may be taken without a meeting, if all
members of the board shall individually or collectively consent to
such action. Such written consents shall be filed with the minutes
of the proceedings of the board. Such action by written consent
shall have the same force and effect as the unanimous vote of such
11. Telephone Meetings. Members of the board may participate in
a meeting through use of conference telephones or similar
communications equipment so long as all members participating in such
meeting can hear one another. Participation in a meeting pursuant to
this section constitutes presence in person at such meeting.
12. Standard of Care.
General. A director shall perform the duties of a
director, including duties as a member of any committee of the board
on which the director may serve, in good faith, in a manner such
director believes to be in the best interest of this corporation and
with such care, including reasonable inquiry, as an ordinarily prudent
person in a like situation would use under similar circumstances.
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 in the matters
Counsel, independent accountants or other persons as to matters
director believes to be within such person's professional or
expert competence; or
A committee of the board upon which the director does not
serve, as to matters within its designated authority, which committee
the director believes to merit 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.
person who performs the duties of a director in accordance with the
above 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.
Investments. Except with respect to assets held for use
or used directly in carrying out this corporation's charitable
activities, in investing, reinvesting, purchasing, or acquiring,
exchanging, selling and managing this corporation's investments, the
board 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 this corporation.
13. Prohibited Transactions.
Loans. This corporation shall not make any loan of money
or property to or guarantee the obligation of any director or officer;
provided, however, that this corporation may advance money to a
director or officer of this corporation or any subsidiary for expenses
reasonably anticipated to be incurred in performance of the duties
of such officer or director so long as such individual would be
entitled to be reimbursed for such expenses absent that advance.
Self‑Dealing Transaction. Except as provided in
Subsection C below, the board shall not approve a self-dealing
transaction. A self‑dealing transaction is a transaction to
which the corporation is a party and in which one or more of the
directors has a material financial interest.
Approval. The board of directors may approve
self‑dealing transaction if the board determines that (1) the
corporation enters into the transaction for its own benefit; (2) the
transaction is fair and reasonable to the corporation; and (3) after
reasonable investigation, the board 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, 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. Notwithstanding any
provision above to the contrary, no self‑dealing transaction may
be entered into or approved if it violates Section 4941 of the
Internal Revenue Code of 1954.
14. Indemnification. This corporation shall provide
indemnification to the full extent allowed by law. The board of
directors may adopt a resolution authorizing the purchase of insurance
on behalf of any agent against any liability asseted against or
incurred by the agent in such capacity or arising out of the agent's
status as such, whether or not this corporation would have the power
to indemnify the agent against the liability under law.
15. Inspection. Every director shall have the absolute right at
any reasonable time to inspect and copy all books, records and
documents and to inspect the physical properties of this corporation.
16. Compensation. The board of directors may, by resolution,
pay a director a reasonable fee for services as director and expenses
for attending meetings of the board and its committees.
1. Committee of Directors. The board of directors may, by
resolution adopted by a majority of the directors then in office,
designate one or more committees, each consisting of two or more
directors, to serve at the pleasure of the board. Appointments to such
committees shall be by majority vote of the directors then in office.
Any such committee, to the extent provided in the resolution, may have
all the authority of the board, except that no committee, regardless
of board resolution, may:
Fill vacancies on the board of directors or on any committee;
Fix compensation of directors for serving on the board or any
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;
Appoint any other committees of the board of directors or the members
of these committees;
Spend corporate funds to support a nominee for director after
there are more people nominated for director than can be elected.
2. Meetings. Meetings and actions of committees shall be
governed by and held and taken in accordance with the provisions of
Article III of these bylaws concerning meetings of directors, with
such changes in the content of those bylaws as are necessary to
substitute the committee and its members for the board of directors
and its members. Minutes shall be kept of each meeting of any committee
and shall be filed pith the corporate records. The board of directors
shall adopt rules for the governance of any committee not inconsistent
with the provisions of these bylaws.
1. Officers. The officers of this corporation shall be
chairman, vice chairman, secretary and treasurer. The corporation may
also have, at the discretion of the directors, such other officers as
may be appointed by the directors. Any number of offices may be held
by the same person, except that neither the secretary nor the
treasurer may serve concurrently as the president or chairman of the
2. Election. The officers of this corporation shall be chosen
annually by the directors, and each shall serve at the pleasure of the
board, subject to the rights, if any, of an officer under any contract
3. Removal. Subject to the rights, if any, of an officer under
any contract of emplovment, any officer may be removed, with or
without cause, by the board of directors at any meeting of the board
or, except in the case of an officer chosen by the board, by an
officer on whom such power of removal may be conferred by the board of
4. Resignation. Any officer may resign at any time by giving
written notice to this corporation. Any resignation shall take effect
at the date of the receipt of that notice or at any later time
specified by 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 this corporation under any contract to which the officer is
S. Vacancies. A vacancy in any office for any reason shall be
filled in the manner described in these bylaws for regular
appointments to that office.
6. Chairman. The chairman shall be the chief executive officer
of the corporation and shall, subject to control of the board,
generally supervise, direct and control the business and the
officers of the corporation. The chairman shall preside at all
meetings of the board of directors. The chairman shall be a member of
all committees and shall have the general powers and duties of
management usually vested in the office of chairman of the corporation
and shall have such other powers and duties as may be prescribed by
the board or by the bylaws.
7. Vice Chairman. In the absence of the chairman, the vice
chairman shall preside at meetings of the board of directors and shall
exercise and perform such other powers and duties as may be from time
to time assigned by the board or prescribed by the bylaws.
8. Secretary. The secretary shall supervise the keeping of a
full and complete record of the proceedings of the directors, shall
supervise the giving of such notices as may be proper or necessary,
shall supervise the keeping of the books of the corporation, and shall
discharge such other duties as pertain to the office or as prescribed
by the directors.
9. Treasurer. The treasurer shall supervise the charge and
custody of all funds of the corporation, shall supervise the deposit
of such funds in the manner required by the trustees, shall supervise
the keeping and maintaining of adequate and correct accounts of the
corporation's properties and business transactions, shall render
reports and accountings as required, and shall discharge such other
duties as pertain to the office or as prescribed by the directors.
1. Fiscal Year. The fiscal year of this corporation shall end
each year on December 31.
2. Corporate Seal. This corporation shall have a seal which
shall be specified by resolution of the board of directors. The seal
shall be affixed to all corporate instruments, but failure to affix
it shall not affect the validity of the instruments.
3. Contracts. All contracts entered into on behalf of this
corporation must be authorized by the board of directors, by the
executive committee or by the chairman.
4. Execution of Checks. Except as otherwise provided by law,
every check, draft, promissory note, money order or other evidence of
indebtedness of the corporation shall be signed by such individuals as
are authorized by the chairman.
5. Reports to Directors. The chairman shall furnish a written
report annually to all directors of this corporation containing the
The assets and liabilities, including the trust funds of this
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 this corporation, both unrestricted
and restricted for particular purposes, for the fiscal year;
The expenses or disbursements of this corporation, for both general
and restricted purposes, during the fiscal year;
Any transaction during the previous fiscal year involving Fifty
Thousand Dollars ($50,000.00) or more between this corporation and any
director or officer. The report must disclose the names of the
interested persons involved in such transaction, stating such person's
relationship to the corporation, the nature of such person's
interest in the transaction and, where practicable, the amount of such
6. Amendments. Proposed amendments to these bylaws shall be
submitted in writing to the directors at least one (1) week in advance
of the board meeting at which they will be considered for adoption.
The vote of two thirds (2/3) of the directors present at any meeting
shall be required to adopt a bylaw amendment.