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Subject to the provisions of the California Nonprofit Public Benefit Corporation law, and any <br />limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to <br />be taken or approved by the members, if any, of this corporation, the activities and affairs of this <br />corporation shall be conducted and all corporate powers shall be exercised by or under the <br />direction of the Board of Directors. <br />SECTION 3. DUTIES <br />It shall be the duty of the Directors to: <br />A) Perform any and all duties imposed on them collectively or individually by law, by the <br />Articles of Incorporation of this corporation, or by these Bylaws; <br />B) Appoint and remove, employ and discharge, and, except as otherwise provided in these <br />Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and <br />employees of the corporation; <br />C) Supervise all officers, agents and employees of the corporation to assure that their duties <br />are performed properly; <br />D) Meet at such times and places as required by these Bylaws; <br />E) Register their addresses with the Secretary of the corporation and notices of meetings <br />mailed or telegraphed to them at such addresses shall be valid notices thereof. <br />SECTION 4. COMPENSATION <br />The Directors shall serve without compensation except that they shall be allowed and paid their <br />actual and necessary expenses incurred in attending Directors meetings, only after adoption of a <br />written Board policy concerning this provision. In addition, they shall be allowed reasonable <br />advancement or reimbursement of expenses incurred in the performance of their regular duties as <br />specified in Section 3 of this Article. Directors may not be compensated for rendering services to <br />the corporation in any capacity other than Director unless such other compensation is reasonable <br />and is allowable under the provisions of Section 6 of this Article. <br />SECTION S. RESTRICTION REGARDING INTERESTED DIRECTORS <br />Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of <br />the persons serving on the board may be interested persons. For purposes of this Section, <br />"interested persons" means either: <br />A) Any person currently being compensated bythe corporation for services rendered it within <br />the previous twelve (12) months, whether as a full- or part-time officer or other employee, <br />independent contractor, or otherwise, excluding any reasonable compensation paid to a <br />San Leandro Improvement Association Bylaws 5 October 2013 <br />