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Bylaws BYLAWS GILROY ECONOMIC DEVELOPMENT CORPORATION A California Nonprofit Public Benefit Corporation ARTICLE I. OFFICES 1 :01 Principal Office. The principal office of this Corporation in the State of California shall be located in the City of Gilroy, County of Santa Clara, State of California. ARTICLE II. MEMBERS 2:01 No Members. The Corporation shall not have any members. 2:02 Effect of no members. Any action which would other-wise require approval by a majority of all members or approval by the members shall require only approval of the Board of Directors. All rights which would otherwise vest under the laws of the State of California regarding nonprofit public benefit corporations shall vest in the Board of Directors. ARTICLE III. BOARD OF DIRECTORS 3:01 Number of Directors. The Corporation shall have six (6) Directors. Collectively, the Directors shall be known as the Board of Directors. 3:02 Qualifications. The Directors of the Corporation shall be residents of the County of Santa Clara. 3:03 Term. Each Director shall hold office for the term of three (3) years, and until a successor Director has been elected and qualified. 3:04 Nomination. Any person qualified to be a Director under paragraph 3 :02 of these Bylaws may be nominated by the method authorized by the Board of Directors or by any other method authorized by law. 3:05 Powers. Except as otherwise provided in the Articles of Incorporation, or by law, the powers of this Corporation shall be exercised, its properties controlled and its affairs conducted by the Board of Directors, which may, however, delegate the performance of any duties of the exercise of any powers to such officers and agents as the Board of Directors may from time to time, by resolution, designate. 3:06 Replacement of Directors. (a) Whenever a vacancy exists on the Board of Directors, whether by death, resignation, or otherwise, the vacancy shall be filled by a majority of the remaining Directors at a regular special meeting of the Board. Any person designated to fill the vacancy of a Director shall have the same qualifications as were of the Director whose office was vacated. (b) Any Director may be removed by compliance with the provisions of Corporations Code 88 5222, 5223. (c) Any person designated to fill a vacancy in the Board of Directors shall hold office for the unexpired term of his pre-decessor in office, subject to the power of removal contained herein. 3:07 No Compensation. No member of the Board of Directors shall receive any compensation from the Corporation. 3:08 Meetings. Meetings shall be held at such place or places as the Board of Directors may from time to time by resolution designate~ or, in the absence of such designation, at the principal office of the corporation. Regular meetings shall be held on the 3rd. Thursday of each month commencing with July 19, 1996 at 12:15p.m. unless such Thursday falls on a legal holiday, in which case the meeting shall be held as may be prescribed by the Board of Directors. Notice of regular meeting shall be signed by the Secretary and mailed to each Director at the address last recorded on the books of the corporation, not less than six, nor more than fifteen days prior to the date thereof; provided, however, that this requirement may be waived by resolution of the Board of Directors. The President may, as the President deems necessary and appropriate, and the Secretary shall, if so requested in writing by two members of the Board of Directors, call a special meeting of the Board. In such event, three (3) days notice by fIrst-class mail, postage prepaid, or on forty-eight (48) hours notice delivered personally or by telephone or by telegraph shall be deemed sufficient. Notice of the special meeting need not be given any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement. All such waivers, consents, and approvals shall be fIled with the corporate records or made a part of the minutes of the meetings. A majority of the authorized number of Directors constitutes a quorum of the Board of Directors for the transaction of business, except as here and after stated, provided however, that if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. All meetings of the Board of Directors shall be governed by Robert's Rules of Order, including such revisions thereof as may from time to time be published, except insofar as such rules are inconsistent with these Bylaws, with the Articles of Incorporation of this Corporation, or with applicable law. 3:09 Action without Meeting. No meeting need be held by the Board to take any action required or permitted by law, provided all members of the Board shall individually or collectively consent in writing to such action, and such written consent of consents is filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as action by unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors to so act. Such a statement shall be prima facie evidence of such authority. 3:10 Liability of Directors. The Directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations. 3: 11 Annual Meeting. The annual meeting of the Board of Directors shall be held on the third Thursday each August. ARTICLE IV. OFFICERS 4:01 Officers. The officers of the corporation shall be President, a Vice President, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this article. Any two or more offices may be held by the same person, except the offices of President and Secretary. 4:02 Election and Term of Office. The officers of this corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until his successor shall have been duly elected and shall have been qualified. 4:03 Removal. Any officer elected or appointed by the Board of Directors may be removed by a majority of the remaining Board of Directors whenever in its judgment the interests of the corporation would be thereby best served. Any such removal shall be without prejudice to the contract rights, if any, of the officer so removed. 4:04 Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. 4:05 President. The President shall be the chief executive of the corporation, and shall exercise general supervision and control over all activities of the corporation. The President shall preside at all meetings of members and of Directors. The President may sign, with the Secretary or other officer duly authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the Board of Directors, except in cases where the signing and execution thereof shall have been expressly delegated by the Board of Directors, by these Bylaws, or by law to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. 4:06 Vice President. In the absence of the President or in the event of the Presidents inability or refusal to act, the Vice President of shall perform 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 perform such additional duties as may from time to time be assigned by the President or by the Board of Directors. 4:07 Treasurer. The Treasurer shall be the chief financial officer and, if so required by the Board of Directors, shall file a bond for the faithful discharge of duties in such SlUll and with such surety of sureties as the Board of Directors may deem appropriate. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; and supelVise deposits of all moneys in the name of corporation, in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all duties incidental to the office of Treasurer and such other duties as may from time to time be assigned by the President or by the Board of Directors. 4:08 Secretary. The Secretary shall keep or cause to be kept at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors. ARTICLE V. COMMITTEE 5:01 Executive Committees. By majority of the Directors in office, the Board of Directors may, by resolution duly adopted, establish one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided by such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation; provided, however, that the designation of such committees and delegations of authority thereto shall not operate to relieve the Board of Directors, or any Directors individually, of any responsibility imposed on it by these Bylaws, or by law. 5:02 Other Committees. Other committees not having or exercising the managerial authority of the Board of Directors, may be established by a majority vote of the Board of Directors. 5:03 Term of Office. Each member ofa committee shall continue as such until the next annual meeting of members of the corporation and until his successor is appointee, unless such committee shall be sooner abolished, or unless such member be removed or cease to qualify as a member thereof. 5 :04 Rules. Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however, that such rules and regulations shall be consistent with these Bylaws, and provided further that regular minutes of all proceedings shall be kept. ARTICLE VI. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS 6:01 Contracts. The Board of Directors may, by resolution duly adopted, authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confmed to specific instances. 6:02 Gifts and Contributions. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise of any property whatsoever, for the general and special charitable purposes of the corporation. 6:03 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. 6:04 Checks. Drafts. Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as the Board of Directors shall from time to time by resolution determine. In the absence of such determination, such instruments shall be signed by the Treasurer and counter-signed by the President or Vice President of the corporation. ARTICLE VII. MISCELLANEOUS 7:01 Books and Reports. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of it's Board of Directors, and committees, and shall keep at the registered or principal office a membership book giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any Director for any proper reason at any reasonable time. 7:02 Fiscal Years. The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year. 7:03 Corporate Seal. The Board of Directors shall provide a corporate seal described as follows: ;;Corporate Seal, GILROY ECONOMIC DEVELOPMENT CORPORATION." 7:04 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Nonprofit Public Benefit Corporation Law of California or under the provisions of the articles of incorporation or the Bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE VIII. AMENDMENTS 8:01 Power of Directors to Amend Bvlaws. Subject to the limitations of the articles of incorporation, these Bylaws, and the Nonprofit Public Benefit Corporation Law of California, the Bylaws of this corporation may be amended, repealed, or added to, or new Bylaws may be adopted, by a resolution of the Board of Directors. CERTIFICATE OF SECRETARY OF GILROY ECONOMIC DEVELOPMENT CORPORATION I hereby certify that I am the duly elected and acting Secretary of said Corporation ant that the foregoing Bylaws comprising 6 pages, constitute the Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors thereof held on C (c~ (:3 / 7 S/C- Dated: b/I ~/9b , I ~{~U/~~~L-- Bob Kovacs - Secretary