California Homeschool Network Bylaws

Revised July 2, 2005

Article I - OFFICES

Section 1: Principal Office

The principal office of the corporation for the transaction of its business is located in Alameda County, California.

Section 2: Change of Address

The county of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Trustees may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

____________________    Dated: __________, 20__
____________________    Dated: __________, 20__
____________________    Dated: __________, 20__

Section 3: Other Offices

The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Trustees may, from time to time, designate.

Article II - PURPOSES

California Homeschool Network (hereafter, CHN) exists to protect the fundamental right of the family as secured by law to educate its children in the manner the family deems appropriate without regulation or interference by federal, state, or local agencies. CHN shall offer education information and other charitable assistance to families in support of their choice to home school their children regardless of race, creed, national origin, or political views.

Article III - DEFINITION OF TRUSTEES

The title "Trustee" hereinafter describes a director of the governing board of CHN, pursuant to Section 5047 of the California Nonprofit Public Benefit Corporation Law.

Article IV - MEMBERS

Section 1: Eligibility for Membership

Membership in CHN shall be open to any party interested in furthering and protecting the fundamental right of the family to educate its children in the manner the family deems appropriate.

Section 2: Dues

Membership dues shall be established by resolution of the Board of Trustees.

Section 3: Determination and Rights of Members

Membership in CHN shall be attained by submitting written application for membership and payment of annual dues. No Member shall hold more than one membership in this organization. Membership in CHN shall consist of two classes: Family and Institutional.

1. Family Membership - Each Family Membership shall hold one (1) vote per residence address, shall receive one (1) mailing per residence address, and shall have access to all services and publications, with the understanding that there may be additional charges for participating in some services and receiving some publications.
2. Institutional Membership - Institutional Membership - Institutional Memberships shall be open to any groups, organizations, or corporations interested in receiving mailings, including CHN's quarterly publication, and information pertaining to CHN and its goals. Institutional Memberships shall not be entitled to voting privileges. discounts, or other CHN Family Membership benefits.

Section 4: Voting Rights

1. Each voting membership shall have the right to vote on all matters, which may be presented by the Board of Trustees or by the signed request of 5% of the CHN membership. Any major policy decisions shall be voted on by the membership. A quorum shall consist of 10% of the CHN membership. The vote of a plurality of returned ballots shall constitute an act of CHN except as specified in Article XVI of these bylaws. No proxies, either by Members at Large or Trustees, will be accepted.
2. Only Trustees may vote at CHN Meetings. Trustees shall be responsible for voting on minor business, membership questions (see Section 5c of this Article), and presentations to the membership. Any voting member may address the Board of Trustees, and/or propose a motion. Any motion presented to the Board of Trustees must be in writing, with copies to the meeting Chair and the Recording Secretary.

Section 5: Duration of Membership

Membership in CHN shall continue except upon the occurrence of any of the following events: Resignation, Non-Payment of Dues, or Termination.

1. Resignation. Upon notice of such termination delivered to a member of the Board of Trustees personally or by mail to CHN's mailing address or CHN's e-mail address, such membership to terminate upon the date of personal delivery of the notice or the postmark of the mailed resignation.
2. Non-Payment of Dues. Any member whose dues have not been paid within 30 days after the date on which they became due shall automatically forfeit membership in this organization. Any member who forfeits membership may at any time apply for reinstatement of membership.
3. Termination. Upon a determination by the Board of Trustees that the voting member has engaged in conduct materially and seriously prejudicial to the interests or purposes of this organization. Termination requires a two-thirds (2/3) vote by the Board of Trustees. Written notice shall be sent by certified mail to the member in question by the Recording Secretary within 48 hours of this vote. At the member's request, a hearing shall be set and response required orally or written not less than 5 days after receipt of notification, so that said member can appeal to a Hearing Board. The Hearing Board shall be composed of one (1) Trustee, three (3) CHN Local Contacts and five (5) members at large, who shall be chosen at random. The Hearing Board can decide whether the member should be expelled, suspended, or sanctioned in some other way. Following the regional hearing, the Board of Trustees shall ratify, modify, or reject the regional decision. This final decision of the Board of Trustees shall require a majority vote.

Section 6: Membership Records

Membership Records shall be kept for the sole purpose of matters related to this organization and its purposes, and the Board of Trustees shall have access to these records at all times. Except with the express consent of each of the members whose names are to be included, the list of members shall not be sold, published, or distributed, except as specified in Section 7 of this Article.

Section 7: Member's Inspection Rights

Each member shall have the following inspection rights, for a proper purpose reasonably related to the person's interest as a member and the business of the corporation and upon approval of the Board of Trustees:

1. A member may request from the Board of Trustees that a mailing pertinent to legitimate CHN business (such as an election) be sent to all eligible voting members by the Membership Secretary. The request for such a mailing shall state the purpose for which it is requested. The member shall pay costs incurred for the mailing. The mailing shall be made on or before (10) business days from the date the request is received.
2. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written request on the corporation by the member.

Article V - MEETINGS

Section 1: Membership Meetings

Quarterly meetings of the Board of Trustees shall be deemed membership meetings and be open to all members. Meetings may be held online or in person, and shall be held at least four (4) times in a 12-month period, on the first Saturday of August, November, February, and May, although the specific dates of the meetings may be adjusted at the Board's discretion. Notification of these meetings will be published in CHN's newsletter or ezine and on CHN's website.

Section 2: Quorum for Meetings

Two-thirds (2/3) of the Trustees currently serving must be present in order to constitute a quorum. If a quorum is not present, no voting may take place.

Section 3: Addressing the Meeting

Any member wishing to address the Board of Trustees at a membership meeting shall contact the President to have the matter placed on the agenda. Said member shall be prepared to supply a written outline, or copy of report brought before the Board of Trustees, to the meeting Chair and the Recording Secretary. If time permits, additional items requested by members at a meeting may be added to the agenda.

Section 4: Cancellation of Meetings

A membership meeting may be canceled by the Board due to emergency or other unforeseen problems. The President shall instruct the Recording Secretary to notify the membership of the cancellation and of the rescheduled meeting time and place, as provided for in Section 1 of this article.

Section 5: Minutes

Minutes from all official meetings shall be presented for approval at the following regular meeting. Only those Trustees who were present at the prior meeting shall be eligible to vote on approval of the minutes of that meeting.

Section 6: Special Meetings

Any CHN member may call a special membership meeting, providing:

1. Five percent (5%) of the CHN membership, by written petition, have requested the special meeting, and
2. The Board of Trustees has been notified.

Notice shall be mailed to the CHN membership 35 days prior to time of specified meeting. Minutes shall be completed and provided to the membership. Any major policy or CHN business, which will affect the membership as a whole, must be voted on by the entire membership in accordance with Article IV, Section 4.

Section 7: Business Meetings

The Board of Trustees may call meetings to transact CHN business in between quarterly membership meetings. Written or verbal notice of any special meeting of the Board must be given to each Trustee, however notification to the general membership shall not be required. Unless unanimously agreed upon, business meetings require at least seven (7) days' notice. A quorum must be present for any official business to take place. Meetings may be held and official CHN business transacted in person, via email, teleconference, or any other means or combination that allows Trustees to interact. Minutes from business meetings will be approved at the next membership meeting.

Article VI - BOARD OF TRUSTEES

Section 1: Number of Trustees

The Board of Trustees shall consist of six (6) members of CHN who may reside anywhere in California. Only one family member may serve as trustee at any given time.

Section 2: Election of Trustees

A Ballot Committee shall be responsible for conducting an election to provide Trustees. Trustees shall be voting members in good standing and have been CHN members for at least 365 days prior to the date ballots are mailed, March 1, shall have volunteered for CHN for 6 months, be an active or retired homeschool parent, and shall uphold CHN's bylaws, Declaration of Homeschool Independence, and Mission Statement. Trustees shall agree with the Purposes set forth in these bylaws (Article II).

Election Procedures shall be as follows:

1. Trustee elections shall be completed prior to April 30 of the election year;
2. Eligible voters must be CHN members at least 60 days prior to the election date, (January 1 in the case of annual elections);
3. The Ballot Committee chair shall be responsible for: mailing written notification to each CHN member of the impending elections at least 60 days prior to the election date; soliciting nominations; compiling the ballot (which shall include for every open position designated spaces for both a write-in vote and an opportunity to vote for "none of the above"); providing to all nominees an equal and reasonable opportunity to communicate to the members their qualifications and reasons for candidacy; distributing by mail or e-mail, election ballots 30 days prior to the election deadline; validating voter eligibility; distributing results to all CHN members, beginning with the President and the Recording Secretary.
4. If on December 1st, the Election Committee determines that there is only one candidate running for each open position and there are no proposed bylaw amendments, said committee has the option to utilize the following procedure to forego the balloting procedure and declare the candidates defacto elected.
         1. The Election Committee shall notify the eligible voting membership via the next issue of CHNews that: a. The Election Committee has determined that the balloting procedure is not mandatory because there are no bylaw amendments and no contested seats; and b. A comment period will commence through February 20th. Comments are to be addressed to the Election Committee via email or regular mail and postmarked no later than February 20th.
         2. On February 25th, the Election Committee shall tally all comments from CHN members. The usual balloting process will be followed if requested by at least 5% of the voting membership.
         3. All decisions of the Election Committee shall be final.

Section 3: Term of Trustees

The regular term of each Trustee shall be two (2) years, or until their successor has been elected, or until their earlier resignation, removal from office, or death. A Trustee may serve multiple terms. Regular terms of office shall begin on July 1 of the year elected. Trustee terms shall be staggered.

Section 4: Resignation of Trustees

Any Trustee may resign at any time, effective upon giving written notice of resignation to the Board of Trustees. All CHN official records and materials in possession of the resigning Trustee shall be surrendered to the Board of Trustees or person designated by the Board.

Section 5: Removal of Trustees

1. Any Trustee may be removed from office by two-thirds (2/3) vote of the Board of Trustees upon determination that the Trustee in question has engaged in conduct materially and seriously prejudicial to the interests or purposes of this organization. Removal shall be ratified by a majority of votes cast by the CHN membership in accordance with Article IV, Section 4 on Voting Rights.
2. Members may choose to recall a Trustee from service by petition bearing signatures of at least 10% of the membership. Removal shall be ratified by a majority of votes cast by the membership in accordance with Article IV, Section 4.
3. Written notice shall be mailed to said Trustee not less then seven (7) days prior to the date of the meeting at which such vote is scheduled. Written notice of results shall be mailed to said Trustee within 48 hours of the tabulation of such votes.

Section 6: Vacancies

When a seat on the Board of Trustees is vacated, the remaining Trustees shall appoint by unanimity an individual to serve the remainder of the term with the following exceptions:

• - the resigning Trustee requests that a special election be held to determine his/her replacement, or
• - the vote of the Board of Trustees is not unanimous at which time a special election must be held.

Each Trustee so appointed or elected shall hold office for the unexpired term he or she has been elected to fill.

Section 7: Compensation

No Trustee shall receive compensation for service as a Trustee, however a Trustee who serves as an employee of CHN may receive compensation. Upon resolution of the Board of Trustees, Trustees may be reimbursed for expenses incurred in the performance of their duties as Trustees.

Section 8: Powers and Duties

The Board of Trustees shall have the general power to manage and control the affairs and the property of CHN, including the power to employ such individuals as may be recommended for employment by any member of the Board. The Board shall have the full power, by majority, to adopt rules and regulations governing the action of the Board. The Board shall adhere to the purposes expressed in Article II.

Section 9: Conflict of Interest

CHN shall enter no contract in which any Trustee has a personal interest, unless such contract has been approved by a majority of the Board. No Trustee shall vote on a contract in which he or she has a personal interest.

Section 10: Annual Report

The Board shall instruct the Treasurer to furnish an annual report not later than one hundred and twenty (120) days after the close of the fiscal year to all Trustees of the corporation and to any member who requests it in writing, which report shall contain the following information: The assets and liabilities of CHN as of the end of the fiscal year; the principal changes in assets and liabilities during the fiscal year; the revenue of CHN of the fiscal year; the expenses and disbursements of CHN during the fiscal year. At such time as the annual gross receipts of the corporation exceed $25,000, the annual report shall be sent to all members, pursuant to §8321 of the California Nonprofit Public Benefit Corporation Law.

Section 11: Annual Statement of Specific Transactions to Members

CHN shall mail to all Trustees and all members a statement within one hundred and twenty (120) days after the close of the fiscal year which briefly describes the amount and circumstances of any indemnification or transaction in which CHN was a party, and in which any director or officer of the corporation or member had a direct or indirect material financial interest during the previous fiscal year. No such statement need be made if such indemnification was approved by the members pursuant to Section 5238(e) (2) of the California Nonprofit Public Benefit Corporation Law.

Article VII - OFFICERS

Section 1: Officers

The officers of CHN shall be President, Vice-President, Recording Secretary, and Treasurer, chosen by the Board of Trustees from amongst the Trustees.

Section 2: Selection and Term of Office

CHN officers shall be elected at the first Board meeting of each fiscal year. Each officer shall serve for a term of one year or until Trustee's successor is elected and assumes office, the Trustee dies, is removed, or resigns. Upon death, removal, or resignation, the vacancy shall be filled by the Board of Trustees from its members. There shall be no limit to the number of consecutive terms an officer may serve (see Article VI, Section 3).

Section 3: Resignation of Officers

Any officer may resign at any time effective upon giving written notice to either CHN's President or Recording Secretary. All CHN official records and materials pertaining to the office shall be surrendered to the President or Recording Secretary upon resignation.

Section 4: Removal of Officers

Any officer may be removed from office, with or without cause, by a two-thirds (2/3) vote of the Board. All CHN official records and materials pertaining to the office shall be surrendered to the President or Recording Secretary upon removal.

Section 5: Vacancies

Any vacancy in any office arising at any time and from any cause, including the creation of a new office, may be filled at any meeting of the Board of Trustees. Each officer so elected shall hold office for the unexpired term he or she has been elected to fill.

Section 6: Compensation

No officer of CHN shall receive compensation for service as an officer, however an officer who serves as an employee of CHN may receive compensation. Upon resolution of the Board of Trustees, officers may be reimbursed for expenses incurred in the performance of their duties as Trustees, however an officer may not vote on matters relating to his or her reimbursement.

Article VIII - DUTIES OF OFFICERS

Section 1: President

The President shall have general supervision of the day to day affairs of CHN, shall keep the Board of Trustees fully informed, and shall freely consult with the Board concerning the activities of CHN. The President shall be responsible for securing membership meeting sites, and shall instruct the Recording Secretary to notify the membership of date, site, and time of scheduled meetings. The President shall be responsible for providing the agenda and chairing the meeting. The President shall provide a yearly "State of the Organization" report to be published and mailed to the CHN membership following the first membership meeting of the fiscal year. The President shall have the power to appoint a Parliamentarian. The President shall perform such other duties as shall from time to time be assigned by the Board.

Section 2: Vice President

The Vice President shall be responsible for all presidential duties in the absence of the President.

Section 3: Recording Secretary

The Recording Secretary shall keep correct records of the activities and transactions of CHN, including a minutes archive which shall contain a copy of these bylaws, and all minutes of the meetings of the Board of Trustees and of the CHN Membership. The Recording Secretary shall be responsible for serving all notices of CHN, and shall perform all the duties incident to the office of Secretary, subject at all times, however, to the control of the Board. The Recording Secretary shall publish and distribute to CHN members all minutes from membership meetings. The Secretary shall perform such other duties as shall from time to time be assigned by the Board. All CHN official records and materials pertaining to the office shall be surrendered to the succeeding officer no later than the first meeting of the fiscal year.

Section 4: Treasurer

The Treasurer shall have responsibility for all funds and securities of CHN. The Treasurer shall cause to be kept complete and accurate accounts of the receipts and disbursements of CHN, and shall cause to be deposited all moneys and other valuable effects of CHN in the name of and to the credit of CHN in such banks and depositories as the Board may designate. Whenever required by the Board or these bylaws, the Treasurer shall render a statement of the accounts. Upon reasonable request, the Treasurer shall exhibit the books and accounts to any Board member. The Treasurer shall provide a yearly financial statement to be mailed to the membership at the close of the fiscal year. The Treasurer shall have responsibility for instigating an audit to be completed by the close of the CHN fiscal year and submitted to the Board and the membership. The Treasurer shall oversee the activities of the Budget Committee. The Treasurer shall perform all the duties incident to the office of Treasurer, subject at all times, however, to the control of the Board. The Treasurer shall, if required by the Board, give security for the faithful performance of his or her duties.

Article IX - SUPPORT STAFF

Section 1: Positions

CHN Support Staff positions may include an Auditor, a Bookkeeper, a Corresponding Secretary, an Executive Director, a Legal Secretary, a Membership Secretary, a Parliamentarian, and/or any other position the Board of Trustees deems necessary.

Section 2: Eligibility

The Board of Trustees shall determine whether a staff position shall be filled by a CHN member or is open to non-members. Support staff may also hold other positions in CHN so long as they are fully qualified to hold those positions and no conflict of interest exists.

Section 3: Vacancies

The Board of Trustees shall notify the membership of the availability of a Support Staff position. Such notification shall provide ample time before the position is filled for members to respond and/or apply for the position. An affirmative two-thirds (2/3) vote of the Board of Trustees shall be necessary to fill Staff Positions, with the exception of the Parliamentarian who shall be appointed by the President.

Section 4: Term of Support Staff

The CHN Support Staff shall serve for a period to be determined, according to position, by the Board of Trustees.

Section 5: Compensation

CHN Support Staff may receive such compensation for their services as may be determined reasonable by the Board of Trustees. CHN Support Staff shall be reimbursed their expenses as determined by the Board of Trustees.

Section 6: Removal of Staff

Removal of Support Staff may be accomplished by a two-thirds (2/3) vote of the Board of Trustees.

Article X - COMMITTEES

Section 1: Standing Committees

CHN standing committees shall be determined by the Board of Trustees.

Section 2: Committee Members and Chairpersons

Any member of CHN may choose to serve on any committee. Committee chairpersons shall be reviewed and ratified by the Board of Trustees annually. Chairpersons may either be elected by the committee or appointed by the Board of Trustees.

Section 3: Committee Powers

Committees shall act only in an advisory capacity to the Board.

Article XI - CONTRACTS, CHECKS, AND BANK ACCOUNTS

Section 1: Checks, Notes, and Contracts

The Board of Trustees is authorized to select such banks or depositories as it shall deem to be proper for holding the funds of CHN. Two (2) authorized signatures, as designated by the Board, shall be required on all checks, drafts, or other orders for the payment of moneys. In addition, the Board shall determine the person who shall be authorized to sign acceptances, notes, or other evidences of indebtedness, to enter into contracts, or to execute and deliver documents and instruments on behalf of CHN. Any indebtedness of CHN shall not exceed the value of its assets.

Section 2: Investments

The funds of CHN may be retained in cash or be partially invested and reinvested from time to time in such property, real, personal, and otherwise, or in stocks, bonds, or other securities, as the Board of Trustees may consider desirable.

Article XII - OFFICE AND BOOKS

Section 1: Office

The office shall be located at such place as the Board of Trustees may from time to time determine.

Section 2: Books

There shall be kept at the office, or such other place as the Board of Trustees shall designate, correct books of account of the activities and transactions of CHN, including a minutes archive which shall contain a copy of these bylaws, and all minutes of the meetings of the CHN Membership and of the Board of Trustees.

Article XIII - FISCAL YEAR

The fiscal year of CHN shall begin on the first day of July and end on the last day of June.

Article XIV - INDEMNIFICATION

CHN may indemnify its Trustees, officers, staff, and employees in the manner and to the full extent required by law, and, except as prohibited by law, may provide additional indemnification pursuant to agreement, action of the Board of Trustees, or provision of these bylaws.

Article XV - PARLIAMENTARY AUTHORITY

The rules contained in the current edition of The Standard Code of Parliamentary Procedure by Alice Sturgis shall govern CHN in all cases to which they are applicable, and in which they are not inconsistent with these bylaws, or with any special rules of order CHN may adopt.

Article XVI - AMENDMENT OF THE BYLAWS

Section 1. Biannual Review

These bylaws shall be formally reviewed biannually in even years. The CHN Parliamentarian shall oversee any review of these bylaws. These bylaws may be amended by a two-thirds (2/3) vote of the membership, except that any amendment to Article II (Purposes) or to this Article insofar as it relates to Article II shall be adopted by unanimous consent of the Membership.

Section 2. Changes from Members

Per Article IV Section 4, a bylaw change may be submitted to the Board by 5% of CHN members, and the Board shall forward the change to the Ballot Committee for the next ballot.

Article XVII - MEMBERSHIP RIGHTS

Any rights, duties, privileges, or responsibilities not set forth in these bylaws are retained by the Regions and CHN Members therein.

Article XVIII - DISSOLUTION

CHN may elect to voluntarily conclude its business and dissolve the organization with the approval of two-thirds (2/3) of the voting members. The Board of Trustees may elect to dissolve the organization without membership approval if any of the following conditions apply:

• The organization has no members;
• The organization has been adjudged bankrupt;
• The organization has disposed of all its assets and hasn't conducted any activity for the past two years.

Article XIX - AMENDMENT OF ARTICLES

Section 1. Amendment of Articles by Board of Trustees

Amendment of the Articles of Incorporation may be adopted by the approval of the Board of Trustees and by the approval of the members of this corporation.

Section 2. Certain Amendments

Notwithstanding the above Sections of this Article, this corporation shall not amend its original Articles of Incorporation to alter any statement of the names and addresses of the first Trustees of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law.

Article XX - PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, Trustee, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of CHN, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for CHN in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of, or shall receive, any of the corporate assets on dissolution of the corporation. All members of CHN shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.