California Partnership to End Domestic Violence

“Explanation of classes of members or shareholders: level i - primary purpose domestic violence organizations, programs & projects level ii - allied coalitions, multi-disciplinary groups & government agencies level iii - individual members”

“Members elect regional representatives and at-large directors to serve on the board.”

“Bylaws amended june 25, 2018 stipulate: members shall have the right to vote on the election of directors, on the disposition of all or substantially all of the corporation's assets, on any merger as to which the corporation is a party and the principal terms of such merger, on any election to dissolve the corporation and on any other matter properly submitted to a vote of the members. In addition, members shall have all rights afforded members under the code. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals: (a) removing a director without cause; (b) filling member-elected director vacancies on the board; (c) amending the articles of incorporation; or (d) electing to wind up and dissolve the corporation. Members wanting to submit items for discussion at meetings of the members, including items requiring a vote, must follow the board-approved procedures for adding items to the agenda. Any member or director may propose amendments to the bylaws. Such amendments shall be submitted to an ad hoc bylaws committee in accordance with board approved procedures for consideration and presentation to the board. Bylaws may be adopted, amended or repealed (i) by the board in accordance with section 5150(a) of the code and (ii) by the members in accordance with section 5150(b) of the code.”

“Draft was reviewed by audit committee, which then submitted to full board for review and approval.”

“Board development committee ensures new board members receive this policy statement during initial board orientation. There it is reviewed and signed. Full board reviews and re-signs policy on annual basis. Any such issues, or perceived issues, that arise in the course of business are disclosed to full board and documented as such.”

“Bylaws stipulate directors shall not receive any compensation from the corporation for their services. (a) by resolution of the board, however, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board and other corporation functions. (b) for functions where attendees receive benefits, such as a conference, directors may be reimbursed for additional expenses specific to their function as a director. (c) nothing herein contained shall be construed to preclude any director from representing the corporation in any other capacity and receiving compensation therefore to the extent allowed by law, upon disclosure of any actual or perceived conflict of interest and subsequent approval of the board.”

“Such items are posted on our public website and also available upon request.”