BYLAWS OF THE CANNY BUS MOBILE COLLECTIVE
A California Nonprofit Mutual Benefit Corporation
The name of this corporation is The Canny Bus.
A. Principal Office of the Corporation
The board of directors will fix the location of the principal executive office of the corporation at any place within the State of California.
B. Other Offices of the Corporation
The board may at any time establish branch or subordinate offices at any place or places where this corporation is qualified to conduct its activities.
The purpose of this corporation is to facilitate the association and collective activity of persons interested in herbal remedies.
This corporation shall have no voting members within the meaning of the California Corporations Code. The corporation’s board of directors may, in its discretion, admit individuals to one or more classes of nonvoting members; the class or classes shall have such rights and obligations as the board finds appropriate.
This corporation may refer to persons or entities associated with it as “members,” even though those persons or entities are not voting members, and no such reference shall constitute anyone as a member within the meaning of Corporations Code section 5056.
Subject to the provisions and limitations of the California Nonprofit Mutual Benefit Corporation Law and any other applicable laws, the corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the board.
B. Number of Directors
The board of directors shall consist of at least one but no more than three directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.
C. Terms of Office and Election
Each director shall hold office for a term of six years and until a successor director has been elected and qualified. Directors shall be elected by the board at its regular meeting. Directors shall be eligible for re-election without limitation on the number of terms they may serve.
D. Events Causing Vacancies on Board
A vacancy or vacancies on the board of directors shall occur in the event of (a) the death, removal, or resignation of any director; (b) the declaration by resolution of the board of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under the California Nonprofit Mutual Benefit Corporation Law; or (c) the increase of the authorized number of directors.
E. Resignation of Directors
Any director may resign by giving written notice to the president or the secretary 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 director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective.
F. Removal of Directors
Any director 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, provided that notice of that meeting and of the removal questions are given as provided in Section VII(L). Any vacancy caused by the removal of a director shall be filled as provided in Section VII(G).
G. Filling of Vacancies
Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held according to notice or waivers of notice complying with Corporations Code section 7211, or (3) a sole remaining director.
H. No Vacancy on Reduction of Number of Directors
Any reduction of the authorized number of directors shall not result in any director being removed before his or her term of office expires.
I. Place of Board Meetings
Meetings of the board shall be held at any place within or outside California that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.
J. Meetings by Telephone or Other Telecommunications Equipment
Any board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both of the following apply:
(a) Each director participating in the meeting can communicate concurrently with all other directors.
(b) Each director is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
K. Regular Meetings
Regular meetings of the board may be held without notice at such time and place as the board may fix from time to time.
L. Special Meetings
Special meetings of the board for any purpose may be called at any time by the president, the vice president, the secretary, or any two directors.
Notice of the time and place of special meetings shall be given to each director by (a) personal delivery of written notice; (b) first-class mail, postage prepaid; (c) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; (d) facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall be given or sent to the director’s address or telephone number as shown on the corporation’s records.
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 electronic transmission shall be delivered, telephoned, or sent, respectively, at least 48 hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.
A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
N. Waiver of Notice
Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
A majority of the directors present, whether or not a quorum is present, 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 original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another 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.
P. Action without a Meeting
Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action; 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 Corporations Code section 7233 shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board.
A. Offices Held
The officers of this corporation shall be the president, secretary, and treasurer. The corporation, at the board’s discretion, may also have such other officers as the board may determine. Any number of offices may be held by the same person.
B. Election of Officers
The officers of this corporation shall be chosen by the board and shall serve at the pleasure of the board, subject to the rights of any officer under any employment contract.
C. Removal of Officers
Without prejudice to the rights of any officer under an employment contract, the board may remove any officer with or without cause.
D. Resignation of Officers
Any officer may resign at any time by giving written notice to the board. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.
E. Vacancies in Office
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for normal appointments to that office.
The president shall see to it that all board meetings have necessary facilitation. The president shall have such other powers and duties as the board or the bylaws may require.
The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the board may direct, a book of minutes of all meetings, proceedings, and actions of the board and of committees of the board. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was general, or special, and, if special, how authorized; the notice given; and the names of persons present at board and committee meetings.
The secretary shall keep or cause to be kept, at the corporation’s principal office, a copy of the articles of incorporation and bylaws, as amended to date.
The secretary shall give, or cause to be given, notice of all meetings of the board and of committees of the board that these bylaws require to be given. The secretary shall have such other powers and perform such other duties as the board or the bylaws may require.
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.
The treasurer shall ensure that (i) all money and other valuables in the name and to the credit of the corporation is deposited with such depositories as the board may designate; (ii) the corporation’s funds are disbursed appropriately and as approved by the board; and (iii) the board, upon request, receives an account of all transactions and of the financial condition of the corporation. The treasurer shall have such other powers and perform such other duties as the board or the bylaws may require.
EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
A. Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, 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 monetarily for any purpose or in any amount.
B. Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by any of the following officers: the president, the treasurer, or the secretary of the corporation.
C. Fiscal Year
The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.
INDEMNIFICATION AND INSURANCE
To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Corporations Code section 7237(a), including persons formerly occupying any such positions, 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 that section of the Corporations Code.
This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.
A. Maintenance of Corporate Records
The corporation shall keep at its principal office in this state:
(a) The original or a copy of its articles and bylaws as amended to date;
(b) Adequate and correct books and records of account; and
(c) Minutes of the proceedings of its board and any committees of the board.
The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
B. Directors’ Right to Inspect
Every director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
C. Annual Report
The corporation shall cause an annual report to be prepared not later than 120 days after the close of the corporation’s fiscal year. The report and any accompanying material may be sent to the directors by electronic transmission. The report shall contain in appropriate detail the following:
(a) A balance sheet as of the end of that fiscal year and an income statement and a statement of cashflows for that fiscal year.
(b) A description of any transaction in which the corporation was a party, and in which any director or officer of the corporation had a direct or indirect material financial interest (excluding compensation of officers and directors) during the previous fiscal year involving more than fifty thousand dollars ($50,000), or which was one of a number of such transactions in which the same director or officer had a direct or indirect material financial interest (a mere common directorship is not a material financial interest), and which transactions in the aggregate involved more than fifty thousand dollars ($50,000) and the names of the persons involved in such transactions, 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 interest; provided, that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
(c) A description of any loans, guaranties, indemnifications, or advances aggregating more than ten thousand dollars ($10,000) paid or made during the fiscal year to any officer or director of the corporation pursuant to Section 7237 of the Corporations Code (except a loan, guaranty, or indemnification approved by the board or a loan or guaranty not subject to the provisions of subdivision (a) of Section 7235 of the Corporations Code).
The 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 the statements were prepared without audit from the books and records of the corporation.
AMENDMENT OF BYLAWS
These bylaws may be amended or repealed and new bylaws adopted by the vote of a majority of the board of directors at any directors’ meeting, provided that notice of such action has been sent to all directors in accordance with the notice requirements contained in Section VII(L).
DISPOSITION OF ASSETS
Upon dissolution, after providing for all of its debts in compliance with the California Nonprofit Mutual Benefit Corporation Law, the assets of the corporation shall be equally distributed among the directors, or in such manner as the board shall determine.
CERTIFICATION OF BYLAWS
THE CANNY BUS
A California Nonprofit Mutual Benefit Corporation
I, Mario Abad, certify that I am Director of The Canny Bus (the “Corporation”), that I am duly authorized to make and deliver this certification and that the attached Bylaws are a true and correct copy of the Bylaws of the Corporation in effect as of the date of this certificate.
Mario M.Abad, Director