ByLaws



Northern California Chapter of CoreNet Global

BYLAWS

ARTICLE I

Name

The name of the corporation shall be the Northern California Chapter of CoreNet Global (“Chapter”). The organization shall be the local affiliate of CoreNet Global, Inc. (“CoreNet”), advancing the mission of CoreNet for members primarily located in Northern California. It is hereunder referred to in these Bylaws as the Chapter.

ARTICLE II

Purposes and Objectives

The Chapter, a Member driven organization, shall strive to serve its Members by accomplishing the following:

  • To promote the recognition of corporate real estate management and corporate infrastructure management as a professional discipline requiring specific skills and education to be practiced effectively;
  • To provide CoreNet members, primarily located in the state of California but membership is open to individuals located elsewhere, industry specific networking opportunities and education, and collaborate with CoreNet to provide other CoreNet benefits in the region covered by the Chapter;
  • To promote effective corporate real estate management and corporate infrastructure management and thereby contribute to the financial well-being of its Members, public, private or governmental organizations and corporations of the Chapter;
  • To enhance the skills and abilities of its Members so that they can significantly improve their contributions to their respective organizations, their constituents and society;
  • To encourage the use of new scientific methods, techniques and procedures in the field of corporate real estate and infrastructure management, encompassing facility and related financial planning, site selection, construction management, and real estate operations; 
  • To promulgate professional standards in corporate real estate management and corporate infrastructure management;
  • To cooperate with other organizations and associations, most notably CoreNet and its chapters and communities, which are involved in allied endeavors;
  • To promote actively the expansion of its Membership on a worldwide basis; and
  • To create value for the organizations where the Chapter’s members practice their profession.

ARTICLE III

Members

SECTION 1. Classes of Members. Chapter shall have various classes of individual Membership. In order to be a member of the Chapter, one must also be a member in good standing of CoreNet. The designations and qualifications of each class shall mirror, as closely as legally permitted, the classes of membership recognized by CoreNet. 

SECTION 2. Academic, Student, and Retired Members.  Academic, Student and Retired Members shall not serve as Officers or Directors of the Chapter.

SECTION 3. Application for Membership. All applicants for Membership shall complete, sign and submit the appropriate application to CoreNet. Upon acceptance of such application by CoreNet, the applicant is eligible to be affiliated with Chapter. Affiliation with the Chapter shall be elected by the member selecting Chapter as its primary or secondary affiliation as part of the CoreNet annual membership dues billing process. Any person selecting Chapter shall be considered affiliated with the Chapter.

SECTION 4. Voting Rights. All Members are entitled to one vote per member. Members must be in good standing to be afforded the right to vote.  The vote at a meeting or by electronic means of a simple majority of the Members where a quorum is present or established constitutes the affirmative vote of the Members.

SECTION 5. Voluntary Termination of Membership. Any member of Chapter may resign at any time by giving written notice of resignation to CoreNet. Any resignation shall take effect at such future date as may be specified in the written notice of designation, or if no such future date is so specified, immediately upon receipt by CoreNet. Formal acceptance of any such resignation shall not be necessary to make it effective. Any member who submits a notice of resignation shall be responsible to satisfy all obligations for Membership dues and other fees which may have accrued up to the effective date of such resignation and is not entitled to a refund of any amounts paid. A member who has resigned shall not be precluded from applying for Membership at a later date. On the effective date stated in the notice to CoreNet, the member shall no longer be considered a member of CoreNet and shall not be considered as affiliated with or a member of Chapter.

SECTION 6. Other CoreNet Members. All Members in good standing with CoreNet who are not affiliated with Chapter shall be entitled to attend all Chapter events and will be charged a fee at the member rate determined from time to time by the Board subject to meeting room capacity restrictions.

SECTION 7. Changing Component Affiliation.  At any point in time, a member may change his or her affiliation with any CoreNet component.

ARTICLE IV

Meetings

SECTION 1. Annual meeting. There shall be no fewer than one annual meeting of the Membership of the Chapter, to be held at times and places to be determined by the Board of Directors, to hear reports concerning the conduct of the Chapter’s activities and, when necessary, to elect directors and officers, and to conduct such other business as may properly come before the meeting.

SECTION 2. Special meetings. A special meeting of the Members shall be held upon the call of Board of Directors or the written request signed (within any 60-day period) by one-third of the voting Members, at the time and place stated in the call. The call or request for the meeting shall state its purpose or purposes.

SECTION 3. Notice. The Board of Directors, or persons designated by the Board of Directors of the Chapter shall notify all Members of the Chapter of the annual meeting and any special meetings by electronic means, sent to each member at his address in the records of the Chapter not more than sixty (60) days nor less than ten (10) days before the date of the meeting. Prior to scheduling any meeting of the Chapter, Chapter will use best efforts to inform CoreNet of its scheduling preferences and coordinate with CoreNet in order to avoid conflicts between meetings of CoreNet and Chapter.

SECTION 4. Quorum. The presence in person, or with Board approval telephonically or electronically, or by proxy of one-tenth of the voting Members of the Chapter shall constitute a quorum for the transaction of a business at any meeting of the Members of the Chapter.

SECTION 5.  Electronic Ballots.  Any action which may be taken by the vote of the Members at a meeting of the Members may be taken without a meeting if:

(a) A ballot setting forth the proposed action is distributed to all Members entitled to vote with respect to the subject matter thereof pursuant to Section 3 hereof;

(b) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action;

(c) The number of votes consenting to the proposed action equals or exceeds the number of votes required at a meeting to authorize the proposed action; and

(d) The voting procedure is otherwise in compliance with Section 7513 of the California Corporations Code.

ARTICLE V

Board of Directors

SECTION 1. Board of Directors. The general affairs and business of Chapter shall be conducted and managed by a Board of Directors who will be responsible for the overall strategic policy and operation of the Chapter. Directors shall use their business judgment to represent the general interests of the Membership of Chapter, including all of the various sectors of corporate real estate.

SECTION 2. Number of Directors.  The affairs of Chapter shall be managed by a Board comprised of five (5) Directors; provided, however, that the authorized number of Directors may be changed from time to time by the Board of Directors, which shall be not less than five (5) and not more than fifteen (15) Directors.

SECTION 3. Initial Directors, Nomination and Election of Directors.

  1. The persons which hold the offices of President, Executive Vice President, Secretary, Treasurer and Administrative Officer as of the date of the incorporation of the Chapter ("Initial Directors"), shall comprise the Board of Directors of the Chapter until their successor is duly elected and qualified.

  1. For a scheduled vacancy, at the expiration of a term of any elected Board seat, the Nominating Committee shall call for nominations and review all nominations. In order to be eligible to serve as a Director, a nominee must be a member in good standing of CoreNet, affiliated with Chapter and be prepared to comply with all polices of CoreNet and Chapter including any conflict of interest policies.  The Board of Directors may adopt other eligibility requirements for Board of Directors Nominees.

  1. The Board of Directors shall, at a minimum, be comprised of persons holding the office of President, Executive Vice President, Secretary, Treasurer and Administrative Officer.

  1. The Nominating Committee shall develop a recommended slate for any scheduled vacant Director position.

  1. The Board shall either approve the slate, in whole or in part or reject the slate. To the extent that the slate is rejected or only partially accepted, the Nominating committee shall provide other nominees until the slate is fully accepted by the Board.

  1. The slate of nominees will be electronically presented to the membership between December 1 and January 31 on the form and in such manner as approved by the Board.  Members may "write in" a candidate if they so choose.  Members shall be given no less than ten (10) days to consider the slate and submit their vote.  Provided a quorum is satisfied, the individual(s) receiving the most votes for the designated position shall be elected.  Results will be announced at the next annual meeting.

SECTION 4. Terms.

  1. The term of a Director shall be two (2) years, or upon election and qualification of their successor. The terms of the Directors shall be staggered in an manner determined by the Board; provided, however, the term of the Initial Directors shall coincide with the terms such persons held as President, Executive Vice President, Secretary, Treasurer and Administrative Officer of the Chapter, respectively, prior to the incorporation of the Chapter.  The term of a Director shall begin on April 1st following the close of the annual Membership meeting at which their election is announced, and shall end at the close on March 31st of the then expiring term, date of resignation or removal, or upon the election and qualification of their successor.

  1. In the event of a vacancy during the term of any Director, whether due to resignation, removal, disqualification, or death, a replacement Director may be nominated and elected by the Board for the balance of the then current term or the renewal term.   In the event of a vacancy as a result of the addition of a Director seat to the Board, an interim Director may be nominated and elected by the Board until the next annual meeting.

  1. The vote of a two-thirds majority of the number of the Directors established by these Bylaws shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected.

  1. No Director shall serve more than three (3) terms consecutively. Any term of not more than one (1) year, served by reason of being elected to fill a vacancy, shall not count against this limitation.

SECTION 5. Meetings.

  1. Regular Meetings.  Regular meetings of the Board of Directors shall be held at least three times per year as designated by the President.  The President shall preside of over the meeting as Chairman of the Board.

  1. Special Meetings.  Special meetings of the Board of Directors may be called by the President or any two (2) Directors.  The President shall preside of over the meeting as Chairman of the Board.

  1. Notice. Notice of the regular meetings of the Board of Directors shall be given at least thirty (30) days before the meeting by the Secretary. Notice of any special meeting of the Board of Directors shall be given at least seven (7) calendar days before the meeting by the Secretary. In both cases, the notice shall be in writing and delivered via email to each Director at his address as shown by the records of the Chapter. Participation by such Director in such meeting shall constitute such Director's waiver of the notice requirement set forth in this Section. The business to be transacted at any special meeting of the Board of Directors must be specified in the notice of such meeting.

  1. Quorum. The presence of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

  1. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Each member of the Board of Directors shall be entitled to one (1) vote on each matter submitted to a vote of the Board.

  1. Electronic Participation. Any one or more Directors may participate in a meeting thereof by means of a conference telephone or similar communication equipment, allowing all persons participating in the meeting to hear each other at the same time.

  1. Informal Action. Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or consent to such action is given by electronic communication.

ARTICLE VI

Officers

SECTION 1.  The officers of the Chapter shall be: President, Executive Vice President, Secretary, Treasurer and Administrative Officer.

  1. President. The President shall be the senior officer of the Chapter and Chairman of the Board and shall exercise general supervision over the affairs of the Chapter and its officers consistent with policies established by the Board of Directors.  When present, the President shall preside at meetings of the Members of the Chapter, Board of Directors and Officers. The President shall be the principal spokesperson for the Chapter; shall serve on the Board of Directors; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. The President may take steps he or she shall deem necessary to advance the purposes of the Chapter, provided such steps do not exceed the scope of authority determined by the Board.

  1. Executive Vice President. The Executive Vice President shall preside at meetings of the Members and Board of Directors when the President is not present and shall perform those duties assigned by the President or Board of Directors. The Executive Vice President shall serve on the Board of Directors. The Executive Vice President shall be the President-Elect and shall succeed the President at the end of the President’s term.

  1. Treasurer. The Treasurer shall be the chair and a member of the Finance Committee; shall monitor and report to the President, Board of Directors, and Finance Committee about the financial status of the Chapter and any significant budget variances.  The Treasurer shall serve on the Board of Directors.

 

  1. Secretary. The Secretary shall be responsible for the administrative functions of the Chapter including assuring corporate filings are complete and keeping meeting minutes and other corporate records.  The Secretary shall serve on the Board of Directors.

  1. Administrative Officer.  The Administrative Officer is responsible for coordinating the administrative duties of the Chapter and may serve as the official liaison between the Chapter and CoreNet in all administrative matters.  The Administrative Officer shall serve on the Board of Directors.

 

SECTION 2.  Elections. The President, Executive Vice President, Secretary, Treasurer and Administrative Officer shall be elected by the members in accordance with Article V.  The term of office shall coincide with such person's term as Director, except that the Executive Vice President shall serve as Executive Vice President for the first year of the term, and will automatically succeed to the office of President for the second year of the term.

SECTION 3.  Resignation. An officer may resign by written notice to the Board of Directors. Unless another time is specified in the notice or determined by the Board, an officer’s resignation shall be effective upon receipt by the Board.  Such resignation shall also constitute a resignation from the Board of Directors.

SECTION 4.  Removal. Any elected officer may be removed from office if such person is removed as a director, or otherwise, for good and sufficient cause by a vote of two-thirds of the Directors.

SECTION 5.  Vacancy. A vacancy in any office, whether because of failure to elect any officer, resignation, removal, disqualification, or death, may be filled by the Board of Directors for the unexpired portion of the term.

ARTICLE VII

Staff

SECTION 1. Appointment. The Board may, from time to time, employ one or more individuals or companies to provide administrative support to Chapter. The title and conditions of such employment or contract shall be determined by the Board.

SECTION 2. Authority and Responsibility. The President, as Chief Executive Officer, shall manage and direct all staffing activities of Chapter subject to the policies of the Board of Directors.

ARTICLE VIII

Committees

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees of its Members, which committees, to the extent provided in said resolution, shall have and exercise the authority directed by the Board of Directors. Such Committees must be created with a set term and authorized charter, and shall sunset at its expiration unless affirmatively reauthorized by a subsequent Board.

ARTICLE IX

Financial

SECTION 1. Fiscal Year. The fiscal year of Chapter shall be consistent with that of CoreNet, which ends March 31.

SECTION 2. Budget. An annual budget for each fiscal year shall be prepared and submitted to the Board of Directors for approval.  The budget shall be shared annually with CoreNet.  Material changes to the budget shall be submitted to the Board of Directors for approval.

SECTION 3. Contracts. Only Officers are authorized to execute contracts in the name of and on behalf of Chapter, provided that each such contract shall be in material compliance with the approved Budget or specifically approved by the Board of Directors.

SECTION 4. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of Chapter shall be signed by such person or persons and in such manner as shall be determined by the Board of Directors.

SECTION 5. Deposits. All funds of Chapter shall be deposited from time to time to the credit of Chapter in such banks, trust companies or other depositories as the Board of Directors may select.

SECTION 6. Gifts. After performing reasonable due diligence to determine the potential liabilities, if any, which may be imposed upon Chapter as the result of accepting any gift, the Board of Directors or President may accept on behalf of Chapter any contribution, gift, bequest or devise for the general purposes or for any special purpose of Chapter.

SECTION 7. Audits. Chapter may provide for its annual financial statements to be audited or reviewed by independent certified public accountants.

ARTICLE X

Books and Records

The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, Officers, and committees having any of the authority of the Board of Directors.

ARTICLE XI

Seal/Intellectual Property

SECTION 1. Seal. The Board of Directors may provide a corporate seal that shall be in a form selected by a resolution of the Board of Directors.

SECTION 2. Intellectual Property.  Chapter is the recipient of a non-exclusive, royalty free license to use the “CoreNet Global” name, logo and other intellectual property.  Chapter shall adhere to all CoreNet usage guidelines. Notwithstanding the foregoing, Chapter shall only use such intellectual property in a manner consistent with the furtherance of the purposes stated herein.

ARTICLE XII

Indemnification

Any present or former Director, officer, committee member or employee of the Chapter, or other such persons so designated in the discretion of the Board of Directors, shall be indemnified (including advances against expenses) by the Chapter against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party  by reason of his being or having been such a Director, officer, committee member or employee, to the greatest extent permitted by law, provided, however, that such person shall not be entitled to indemnification where such person engaged in fraud, gross negligence or willful misconduct. No indemnification or advance against expenses shall be approved by the Board or paid by the Chapter until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.

ARTICLE XIII

Governing Law

The Bylaws and the Chapter shall be governed by the laws of the State of California.

ARTICLE XIV

Amendment

These Bylaws may be amended by approval of two-thirds of the entire Board of Directors, to reflect changes in law or other changes that are insubstantial and consistent with the Bylaws then in effect.  All other amendments to the Bylaws shall be submitted to the membership for adoption in accordance with Article IV, prior to the amendment being effective and made a part hereof.

* * *

CERTIFICATION

I, the undersigned, do hereby certify:

That I am the duly elected and acting Secretary of Northern California Chapter of CoreNet Global, a California nonprofit mutual benefit corporation; and

That the foregoing Bylaws constitute the original Bylaws of said nonprofit mutual benefit corporation, as duly adopted by the Board of Directors thereof on the        day of ________________, 2012.

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SECRETARY