Bylaws

The principal physical office for the transaction of the activities and affairs of the corporation, if any, shall be located in California. The Board of Directors (“Board”) may change the principal office from one location to another so long as the principal office remains in California.

SECTION 3. General Purposes.

This corporation is a California Nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes.

SECTION 4. Specific Purposes.

Within the context of the general purposes stated above, the specific purpose of this corporation is to promote the best interests of high schools, the teaching profession, and participating students by providing interscholastic speech and debate tournaments and by supporting high school debate clubs, with particular focus on high schools and students who are socioeconomically disadvantaged.

SECTION 5. Limitations.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

The property of this corporation is irrevocably dedicated to public and charitable and purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director or officer, or to the benefit of any private person.

SECTION 6. Hierarchy of Authority.

A. The CFL hierarchy of authority shall be as follows:

1) CFL Bylaws

2) CFL Membership Code as described later in these Bylaws

3) CFL Board Code as described later in these Bylaws and other non-expired decisions of the Board

4) Decisions of officers and designees acting within the scope of their authority

B. In the event two rules/decisions contradict each other, the one higher on the hierarchy shall be followed. If two rules/decisions on the same level of the hierarchy contradict each other, the one adopted more recently shall be followed.

SECTION 7. Fiscal Year.

Unless changed by the Board, the fiscal year of the corporation shall begin on July 1 and end on June 30.

SECTION 8. Conflicts of Interest.

The Board will adopt a Conflict of Interest Policy and each Board member shall annually sign a statement that they have received, read, understood, and agreed to comply with such policy.

SECTION 9. Intellectual Property.

All intellectual property prepared or purchased by or on behalf of the corporation, including but not limited to the corporate name, logo, newsletters, educational, promotional, and training materials, contracts, service marks, membership lists, contributor lists, blogs, websites and website text, and vendor lists, shall be the exclusive property of the corporation and Board members agree to deal with it as such. Board members agree that they will not sell, transfer, publish, modify, distribute, or use for their own purposes, the intellectual property belonging to the corporation without the prior approval of the Board memorialized in a writing signed by the President.

SECTION 10. Required Filings and Disclosures.

The Board shall ensure that the required filings are made at applicable state and federal agencies, including but not necessarily limited to filings required by the Secretary of State, the State Attorney General’s office, the Internal Revenue Service, and the Franchise Tax Board.

SECTION 11. Construction and Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular includes the plural, the plural includes the singular, the masculine includes the feminine and neuter, and the term “person” includes both an individual and an entity.

ARTICLE II. MEMBERS

SECTION 1. Voting Members.

A. The corporation is organized with members, but without capital stock.

B. Any school which meets the following criteria shall be eligible for voting membership in CFL:

1) is located in the following counties: San Mateo, Monterey, San Benito, Santa Clara, Santa Cruz; and

2) serves students in grades 9 through 12; and

3) is an accredited public school, or is a registered private school with at least 100 students that has filed the mandatory Private School Affidavit per California Education Code 33190.

4) has competed in at least three (3) CFL tournaments in the current and/or immediately preceding term. “Term” is defined as the one year period beginning July 1 and ending June 30.

C. In addition, by mutual agreement of CFL and the Golden Gate Speech Association, the following schools shall also be eligible for voting membership in the CFL: Mission San Jose High School (Fremont, California) and Washington High School (Fremont, California).

D. Schools shall become voting members upon the signing of a membership application/agreement, in accordance with procedures adopted by the Board and payment of the required membership dues or obtaining a dues waiver in accordance with procedures adopted by the Board.

E. Any school that was a voting member at the end of a term shall remain a member until October 1.

F. Membership must be renewed annually in accordance with procedures adopted by the Board.

G. Each member school must submit in writing the name of the individual who will act as the member’s representative for voting purposes. No individual shall act as the representative for more than two member schools. It is the member school’s responsibility to update that information when its representative changes.

H. All schools admitted to voting membership in the corporation shall have the rights afforded members under the California Nonprofit Public Benefit Corporation Law, including the right to vote on issues put before the membership and to have a representative serve on the Board of Directors if elected. Each voting member school shall have one (1) vote on membership issues.

I. The voting members shall have the authority to adopt policies and procedures, collectively known as the Membership Code. The Membership Code shall codify the decisions of the membership regarding policies, rules, and procedures governing league operations. The Membership Code may be amended by a simple majority vote of the membership. The Membership Code may cover any of the following subjects:

- The conduct of Board elections, including, but not limited to, candidacy declaration deadlines and procedures, the voting mechanism used, and the selection of inspectors of election.

- The conduct of the meetings of members and of written ballots, including, but not limited to, the deadlines and procedures for the submission of agenda/ballot items, and the rules about who is allowed to submit such items.

- League finances, including, but not limited to, membership dues, tournament entry fees, fines, the process for waiving any of these, and the payment deadlines.

- Tournament logistics and rules.

SECTION 2. Dues and Fees.

The dues and fees for all members of the corporation may be suggested by the Board or the members, but shall only take effect upon approval by the voting members.

SECTION 3. Good Standing.

Those members who have timely paid the required dues or fees, and who are not in violation of any bylaw, rule, policy, code of ethics, or procedure of the corporation, shall be members in good standing.

SECTION 4. Termination of Membership.

Membership shall terminate on the occurrence of any of the following events:

- Resignation of a member upon notice to the corporation;

- Failure of a member to pay membership dues within the period of time established by the Board after they become due and payable;

- Expulsion pursuant to Sections 5 and 6 of this Article.

SECTION 5. Suspension or Expulsion from Membership.

A. Any member may be suspended or expelled in accordance with this Article, based on the good faith determination by the Board, or a committee authorized by the Board to make such a determination, that the member has failed in a material and serious degree to comply with the corporation’s Articles of Incorporation, Bylaws, policies, procedures, or code of ethics adopted by the Board, or any law applicable to the corporation and its members, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation.

B. A school whose membership is suspended shall not be a member in good standing during the period of suspension.

SECTION 6. Procedure for Suspension or Expulsion.

If grounds appear to exist for suspension or expulsion of a member under this Article, the procedures set forth below shall be followed:

A. The member school shall be provided at least 15 days prior notice of the proposed suspension or expulsion and the reasons for the proposed suspension or expulsion. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent first class or express mail to the member’s last address as shown on the corporation’s records.

B. The member shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed suspension or expulsion. The hearing shall be held, or the written statement considered, by the Board or by a committee authorized by the Board to determine whether the suspension or expulsion should take place.

C. The Board or authorized committee shall decide whether or not the member should be suspended, expelled or sanctioned in some other way. The decision of the Board or committee must then be ratified by a majority vote of the voting members at any duly called and notice membership meeting where a quorum is present.

D. Any judicial action challenging an expulsion, suspension or termination of membership, including any claim alleging defective notice, must be commenced within one year after the effective date of the expulsion, suspension or termination.

SECTION 7. Effect of Termination, Suspension or Expulsion.

A. All rights and privileges of membership in the corporation shall cease upon termination, suspension or expulsion from membership.

B. In the case of termination or expulsion, the member’s membership in the corporation shall terminate on the effective date of the termination or expulsion.

C. However, termination, suspension or expulsion shall not relieve the member (or former member) of any existing obligations to the corporation (e.g. unpaid dues, fees, or assessments, duties of loyalty and confidentiality relative to the corporation if the member had a director/officer on the Board, duty to return the corporation property and documents, etc.).

D. Directors affiliated with the school that was terminated, suspended, or expelled may continue serving on the Board, unless removed as per Article III Section 4.

SECTION 8. No Property Rights/No Withdrawal Value.

Membership in the corporation does not constitute an ownership interest in any asset of the corporation at any time. If a membership is terminated for any reason, the corporation shall not be liable for the payment of any amount whatsoever to the member. Each member is received into membership on its express agreement to this provision. This provision is not for the purpose of penalizing any school whose membership shall be forfeited, or otherwise terminated, but rather because no membership will have any real or intrinsic value.

SECTION 9. Transfer of Memberships.

A membership or any right arising from membership may not be transferred to another school or person.

SECTION 10. Limitations.

No school shall hold more than one membership in the corporation.

SECTION 11. Liability of Members.

Except as limited by law, no member is liable for the corporation’s debts, liabilities, or obligations.

SECTION 12. Meetings of Members.

A. Place of Meetings. Meetings of the members shall be held in any place designated by the Board, these Bylaws, or by written consent of a majority of the persons entitled to vote at the meeting, given before, during or after the meeting.

B. Annual Meeting of Members. An annual meeting of members shall be held at a time and place determined by the Board. At this meeting, any proper business may be transacted, subject to any limitations in law or these Bylaws, including election of directors. Written notice of the annual members’ meeting shall be given to all members at least 10 days in advance in accordance with the procedures provided in subsection E below.

C. Special Meetings. A special meeting of the members for any lawful purpose may be called at any time by (1) the Board, (2) the President, or (3) 5% or more of the voting members.

If a special meeting is called by the members, it shall be by written request, specifying the general nature of the business proposed to be transacted and submitted to the President of the corporation. The President shall cause notice to be given promptly to the members entitled to vote. If the Board or President calls the meeting, the meeting date may be any date for which appropriate notice is given in accordance with subsection D below. If the meeting is called by the members, the meeting date shall be at least thirty-five (35), but not more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons requesting the meeting may give the notice.

D. Notice Requirements for Members’ Meetings. Written notice of any membership meeting shall be given, in accordance with these Bylaws, to each voting member of the corporation. Subject to any additional requirements in law or these Bylaws, the notice shall state the place, date and time of the meeting, the means of electronic transmission by and to the corporation (Corporations Code Sections 20 and 21) or electronic video screen communication, if any, by which members may participate in the meeting, and the general nature of the business to be transacted. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members.

E. Manner of Giving Notice for Meetings. Except as otherwise provided by law, notice of any meeting of members shall be shall be given not less than 21 nor more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote.

Notice of a members’ meeting shall be given personally, by electronic transmission (Corporations Code sections 20 and 21), or by regular first class, bulk, or express mail service, addressed to a member at the address of the member appearing on the books of the corporation or given by the member to the corporation for purpose of notice; or if no such address appears or is given, at the place where the principal office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal office is located. An affidavit of giving of any notice or report in accordance with the provisions section, executed by the Secretary, shall be prima facie evidence of the giving of the notice or report.

Notice given by electronic transmission by the corporation under this subdivision shall be valid only if it complies with Corporations Code Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation after either of the following:

1) The corporation is unable to deliver two consecutive notices to the member by that means.

2) The inability to so deliver the notices to the member becomes known to the Secretary or other person responsible for the giving of the notice.

SECTION 13. Waiver of Notice or Consent.

A. The transactions of any members’ meeting, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present, and (2) either before or after the meeting, each member who is not present in person, signs a written waiver of notice, a consent to holding of the meeting, or an approval of the minutes. The waiver of notice, consent or approval need not specify either the business to be transacted or the purpose of any meeting of members. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes.

B. A member’s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.

SECTION 14. Quorum.

Twenty-five percent (25%) of the voting members shall constitute a quorum for the transaction of business at any meeting of members. Provided, however, that if any meeting of members is actually attended by less than one-third of the voting power, the only matters that may be voted on are those for which the general nature of the action was specified on the notice of the meeting.

SECTION 15. Loss of Quorum.

The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum (or by a greater number if required by law or by the Articles of Incorporation or these Bylaws). Any meeting may be adjourned by a majority of those members in attendance, whether or not a quorum is present.

SECTION 16. Act of the Members.

If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members, unless the vote of a greater number is required by law, or by the Articles of Incorporation or these Bylaws.

SECTION 17. Eligibility to Vote/Number of Votes.

Member schools entitled to vote at any meeting of members shall be all those in good standing as of the date the vote is taken. Each member shall be entitled to one vote at any annual or special meeting of members.

SECTION 18. Proxies.

A. Each member school entitled to vote shall have the right to do so either in person through its member representative or by written proxy, signed the by the member representative and filed with the Secretary of the corporation. A proxy shall be deemed signed if the member school’s name is placed on the proxy by the authorized member representative and signed by that individual, whether by manual signature, typewriting, or electronic signature. No individual may hold more than one proxy, and if an individual is already the member representative for two schools, then that individual may not hold any proxy.

B. Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the members. Such matters include amendments of the Articles of Incorporation or bylaws; removal of directors without cause; filling vacancies on the Board; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all corporate assets, unless the transaction is in the usual or regular course of the corporation’s activities; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the corporation.

C. No proxy shall be valid after the expiration of 11 months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be 3 years after the date of execution of the proxy.

D. A validly executed proxy shall continue in full force and effect until:

1) It expires; OR

2) It is revoked by the member executing it, before the vote is cast under that proxy, (a) by a writing delivered to the corporation stating that the proxy is revoked, or (b) by subsequent proxy executed by that member and presented at the meeting, or (c) as to any meeting, by that member’s representative attending the meeting and voting at the meeting instead of by proxy; OR

3) The member school resigns from or is terminated or expelled by the corporation before the vote under that proxy is counted.

A proxy may not be irrevocable.

SECTION 19. Action by Written Ballot Without a Meeting.

Any action that may be taken at any meeting of members, including the election of directors, may be taken without a meeting by complying with the following procedure.

A. The Secretary shall cause a ballot to be distributed to each member in the manner required by Section 12(e). All solicitations of votes by written ballot shall (1) indicate the number of members responding needed to meet the quorum requirement, (2) except for the election of directors, state the percentage of approvals necessary to pass the action or actions, and (3) specify the time by which the ballot must be received by the corporation in order to be counted.

B. Each ballot so distributed shall (1) set forth the proposed action, (2) except for the election of directors, provide an opportunity to specify approval or disapproval of each proposal, and (3) provide a reasonable time in which to return the ballot to the corporation.

C. Action by written ballot shall be valid only when (1) the number of members casting ballots within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

D. A written ballot may not be revoked. All written ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for at least three years.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. Powers.

A. General Corporate Powers. Subject to the Membership Code and the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, the operation of the corporation shall be managed by the Board.

B. Specific Powers. Except where specific powers are reserved for the voting members, the Board may do the following:

1) Policies. Adopt Board policies, rules and procedures for the management and operation of the corporation and that do not conflict with policies and procedures adopted by the voting members. Policies and procedures adopted by the Board shall generally be codified in a document known as the Board Code. Any Board policy or procedure not codified in the Board Code shall expire at the end of the term during which it was made, unless an earlier expiration date is specified in the decision.

2) Administration. The Board may employ, retain, or authorize the employment of such independent contractors, agents, accountants, and legal counsel as it from time to time deems necessary or advisable in the interest of the corporation, prescribe their duties and fix their compensation.

3) Bonds. Require officers, agents, and employees charged by the corporation with responsibility for the custody of any of its funds or negotiable instruments to give adequate bond.

4) Borrowing money. With the approval of the voting members, borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, liens, and other evidences of debt and securities.

5) Gifts. Receive and accept gifts, devises, bequests, donations, annuities, and endorsements of real and personal property on behalf of the corporation, and use, hold and enjoy the same, both as to principal and income, and to invest and re-invest the same or any part thereof for the furtherance of any objects, interests or purposes of this corporation.

6) Contributions. With the approval of the voting members, make such contributions as the Board determines are necessary and advisable in furtherance of the interests and purposes of this corporation.

7) Contracts. Enter into contracts and agreements with individuals and with public and private entities for the advancement of the purposes for which the corporation is organized.

8) Property. With the approval of the voting members, acquire, construct and possess real, personal, and intellectual property.

9) Bank Accounts and Special Funds. Establish one or more bank accounts and/or special funds in order to accomplish and further the purposes of the corporation.

10) Committees. Appoint committees as provided in these Bylaws.

11) Other. Do and perform all acts and exercise all powers incidental to, or in connection with, or deemed reasonably necessary for the proper implementation of the purposes of the corporation that are not reserved to the members.

SECTION 2. Number and Qualification of Directors.

A. Number. The Board shall consist of eight (8) directors, elected by the voting members, who shall each have a designated officer position as follows:

1) President,

2) Secretary,

3) Treasurer,

4) Vice President of Operations (VP/O),

5) Vice-President of Debate (VP/D),

6) Vice President of Speech (VP/S),

7) Vice President of Congress (VP/C),

8) and Vice President of Topics (VP/T).

B. Qualifications. All directors/officers must be individuals who are dedicated to the purposes of this corporation.

SECTION 3. Election; Term of Office; Term Limits.

A. At each annual membership meeting, or annually by written ballot in accordance with Article II, Section 19, (at the discretion of the members), the members shall nominate and elect directors/officers to each position. The voting members shall adopt additional separate procedures relative to the nomination and election of director/officers.

B. The term of office of each director/officer shall be one (1) year and until a successor has been elected and qualified. The term of each director/officer shall begin July 1 and end June 30. A director/officer may not be seated until he/she has signed CFL’s Conflict of Interest Policy, Officer Contract, and any other document required by CFL for Board service. No director/officer shall serve in any one position (except the position of President) for more than two (2) consecutive years. No individual may serve on the Board (regardless of position) for more than four (4) consecutive years. A break in service allowing an individual to serve in the same position again after term limits, or after leaving the Board due to term limits, is defined as one (1) year from the individual’s last date in a position or one (1) year from the last date served on the Board. Any partial term shall count as a term for purposes of term limits.

SECTION 4. Removal of Directors.

A director/officer may be removed from the Board at any time, with or without cause, by a majority vote of the voting members at any properly called and noticed membership meeting where a quorum is present.

SECTION 5. Vacancies on Board.

A. Events Causing Vacancy. The vacancy or vacancies on the Board shall exist on the occurrence of the following:

1) The death or resignation of any director/officer;

2) The removal of a director/officer by the voting members;

3) The declaration by resolution of the Board of a vacancy in the office of a director/officer who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under the California Nonprofit Public Benefit Corporation Law; or

4) The increase of the authorized number of directors.

B. Resignations. Except as provided below, any director/officer may resign by giving written notice to the President or the Secretary. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. No director/officer may resign if the corporation would be left without at least one director/officer.

C. Filling Vacancies. Vacancies on the Board between regular elections may be filled by a vote of the Board or, if the number of directors/officers then in office is less than a quorum, by (1) the unanimous written consent of the directors/officers then in office, (2) the affirmative vote of a majority of the directors/officers then in office at a meeting held pursuant to notice or waivers of notice complying with these bylaws, or (3) a sole remaining director/officer. The members may elect a director/officer to a vacant position at any time if not filled by the Board. Individuals filling a vacancy must meet all qualifications for a director/officer and shall serve until the end of the term of the director/officer whose seat he/she is filling.

D. No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director/officer before that director/officer’s term of office expires.

SECTION 6. Board Meetings.

A. Annual Board Meeting. The Board shall hold an annual meeting shortly after the annual membership meeting at which directors/officers are elected for purposes of seating the new Board members and for any other appropriate business. Notice for the annual board meeting shall be in accordance with the procedures provided in subsection C below.

B. Special Board Meetings. Other than the annual meeting, all other Board meetings are special meetings. Special meetings of the Board may be called at any time, for any purpose, by the Board, the President, or any two directors/officers. Notice of any special meeting shall be given in accordance with subsection C below.

C. Notice. Notice of meetings of the Board, specifying the time and place of the meeting, shall be given to each director/officer at least seven (7) days before the meeting if sent by first-class mail or express mail service, or forty-eight (48) hours before the meeting if personally delivered or delivered by telephone (including a voice messaging system), or by electronic transmission by the corporation (Corporations Code Section 20).

Notice shall be deemed delivered when deposited in the U.S. mail or with an express mail service, postage prepaid, or when received if delivered personally or by telephone, or on its confirmation of delivery if by electronic transmission.

D. Place of Meetings. Annual and special meetings of the Board shall be held at any place within or outside California that has been designated by resolution of the Board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.

E. Meetings by Telephone or Video Conference or by Electronic Transmission. Directors may participate in a meeting of the Board through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation (Corporation Code Sections 20 and 21).

Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another.

Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, constitutes presence in person at that meeting if both of the following apply:

1) Each director/officer participating in the meeting can communicate with all of the other directors concurrently.

2) Each director/officer is provided the means of participating in all matters before the Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

G. Quorum/Act of the Board. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Except as specifically provided in these Bylaws or in the California Nonprofit Public Benefit Corporation Law, every action taken or decision made by at least five (5) of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board.

H. Waiver of Notice. Notice of a meeting need not be given to any director/officer who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting need not be given to any director/officer who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.

I. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

J. Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than twenty-four hours. If the original meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

K. Board Action by Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to that action. Specifically, this means that all Board members must vote on the action, and all Board members must vote yes on the action, in order for the action to pass. Whether by mail or email, a vote under this section by written consent must be unanimous. The written votes shall be maintained for at least three years.

L. Voting Power. For all purposes, the voting power of each voting director/officer shall be one vote.

M. Closed Meetings of the Board. Any meeting of the Board may be closed by the Board President so that only directors/officers and individuals deemed necessary by the President are present. Members of the corporation who are not directors/officers may attend any Board meeting unless excluded by the President as described in this Section.

N. Attendance. Any director/officer who misses three (3) consecutive Board meetings for any reason automatically loses his or her seat on the Board. The Board Secretary will immediately notify the removed director/officer via email regarding the removal after the third missed Board meeting.

The Board may waive this provision as to a particular director/officer by majority vote. The Board’s waiver of the automatic removal provision can be based on an excuse acceptable to the Board or any other justification deemed appropriate by the Board. Any vacancy created by this provision shall be filled in accordance with Section 5.C of this Article.

SECTION 7. Compensation and Reimbursement.

Directors shall not receive compensation for their services on the Board. Directors may receive such reimbursement of expenses as the Board may determine by resolution to be fair and reasonable at the time that the resolution is adopted.

SECTION 8. Property Rights.

No director/officer shall have any property rights in any assets of the corporation.

ARTICLE IV. OFFICERS

SECTION 1. Officers of the Corporation.

The officers of the corporation shall be as described in Article III., Section 2.A.

SECTION 2. Election of Officers.

Elected officers are elected by the voting members as part of the election of directors (see Article III. above). Individuals running for a position on the Board are designated for a particular officer position at the time of nomination and election by the members.

SECTION 3. Terms of Office; Term Limits.

See Article III. above – same as for directors.

SECTION 4. Removal of Officers.

Because elected officers are elected by the members, elected officers may only be removed by the voting members pursuant to Section 4 of Article III. above.

SECTION 5. Resignation of Officers.

An officer may resign at any time by giving written notice to the President or the Secretary. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective.

SECTION 6. Vacancies in Office.

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in accordance with Article III., Section 5.(c) above.

SECTION 7. Responsibilities of Officers.

A. President. The President of the Board shall serve on the Board of the California High School Speech Association and shall represent CFL to other organizations. The President shall assist other officers with their duties. In the event of a vacancy in any other officer position, the President shall carry out the duties of the vacant position until the vacancy is filled.

B. Secretary.

1) Book of Minutes. The Secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was annual or special, and, if special, how authorized, the notice given, and the names of those present at the Board meetings. The Secretary shall keep or cause to be kept, at the principal office in California, a copy of the Articles of Incorporation and the Bylaws, as amended to date.

2) Notices and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by these Bylaws.

3) The Secretary shall have such other powers and perform such other duties as the Board may assign from time to time.

C. Treasurer.

1) Books of Account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the corporation’s properties and transactions. The Treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any director/officer at all reasonable times.

2) The Treasurer shall have such other powers and perform such other duties as the Board may assign from time to time.

D. Vice President of Operations (VP/O). The Vice President of Operations shall chair Board meetings and membership meetings. If the VP/O is unable or unavailable to preside at a meeting, the President shall preside.

E. Other Officers. The Vice President of Debate (VP/D), the Vice President of Speech (VP/S), the Vice President of Congress (VP/C), and the Vice President of Topics (VP/T) shall have the powers and duties assigned by the Board from time to time.

ARTICLE V. LIABILITY, INDEMNIFICATION, AND INSURANCE

SECTION 1. Liability.

No volunteer director or officer shall be liable to third parties if the volunteer director or officer has met the requirements for good faith performance of his or her duties prescribed by the California Nonprofit Public Benefit Corporation Law and the corporation has met its duties relative to insurance required by the California Nonprofit Public Benefit Corporation Law.

SECTION 2. Right of Indemnity.

To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.

SECTION 3. Approval of Indemnity.

On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238 of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification.

SECTION 4. Insurance.

The Board shall authorize the purchase and maintenance of an insurance policy or policies on behalf of its directors, officers, and employees against any liabilities, other than for violating provisions against self-dealing, incurred by the director, officer, or employee in such capacity or arising out of their status as such. Such policy shall meet the requirements set forth in Corporations Code Section 5239.

ARTICLE VI. RECORDS AND REPORTS

SECTION 1. Maintenance of Corporate Records.

The corporation shall keep:

- Adequate corporate books and records of account;

- Written minutes of the proceedings of its Board; and

- A record of each member’s and each director’s name, address, telephone number, facsimile number, and electronic mail address, if any.

SECTION 2. Maintenance of Articles and Bylaws.

The corporation shall keep at its principal office the original or a copy of the Articles of Incorporation and Bylaws, as amended to date.

SECTION 3. Inspection of Corporate Records.

Members and directors shall have the right to inspect the corporation’s books, records, and documents to the extent allowed by the California Nonprofit Public Benefit Corporation Law.

SECTION 4. Annual Report.

A. The Board shall cause an annual report to be sent to all members and directors within 120 days after the end of the corporation’s fiscal year. That report should contain the following information, in appropriate detail, for the fiscal year:

- The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.

- The principal changes in assets and liabilities, including trust funds.

- The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes.

- The expenses or disbursements of the corporation for both general and restricted purposes.

- Any information required by Section 5 of this article.

B. The annual report shall be accompanied by any report of independent accountants or, if there is no such report, by the certificate of an authorized officer of the corporation that such statement were prepared without audit from the corporation’s books and records.

C. This requirement of an annual report shall not apply if the corporation receives less than $25,000 in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors who request it in writing.

SECTION 5. Annual Statement of Certain Transactions and Indemnifications.

If any of the following types of transactions or indemnifications occurred during the previous fiscal year, then as part of the annual report to all members and directors, or as a separate document if no annual report is issued, the corporation shall prepare and mail or deliver to each director a statement of any such transaction or indemnification within 120 days after the end of the corporation’s fiscal year:

A. Any transaction:

1) in which the corporation, its parent or its subsidiary was a party,

2) in which an “interested person” had a direct or indirect material financial interest, and

3) which involved more than $50,000, or was one of a number of transactions with the same “interested person” involving, in the aggregate, more than $50,000.

For purposes of this section, “interested person” means:

1) Any director or officer of the corporation, or its parent or subsidiary.

2) Any holder of more than 10 percent of the voting power of the corporation, its parent or its subsidiary.

The statement shall include a brief description of the transaction, the names of “interested persons” involved, their relationship to the corporation, the nature of their interest in the transaction and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the “interested person” is a partner, only the interest of the partnership need be stated.

B. Any indemnifications or advances aggregating more than $10,000 which were paid during the fiscal year to any officer or director of the corporation.

ARTICLE VII. AMENDMENTS

SECTION 1. Amendments.

A. These Bylaws may be amended, or repealed and new bylaws adopted, by a two-thirds (2/3) vote of the voting members at any properly called and noticed membership meeting where a quorum is present. Other than the following exception in subsection C, the Board may not amend the Bylaws.

B. All proposed bylaw amendments or new bylaws must be sent to all voting members eligible to vote on such amendments or new bylaws at least ten (10) days prior to the meeting at which the amendments or new bylaws will be discussed and voted on (or at least 10 days prior to the deadline for returning any ballot if approval is requested pursuant to written ballot).

C. Notwithstanding subsections A and B of this section, the Board may amend the Bylaws to lower the quorum for membership meetings in Article II, Section 14 of these Bylaws.

ARTICLE VIII. DISSOLUTION

SECTION 1. Voluntary Dissolution by Vote.

The corporation may be dissolved at any time by a two-thirds (2/3) vote of the voting members at a properly called and noticed meeting where a quorum is present. If the membership votes in favor of dissolution, the directors shall promptly cease operations and proceed to dissolve the corporation.

SECTION 2. Remaining Assets.

Upon the dissolution of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit organization which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

The above bylaws of Coast Forensic League were approved by the Board of Directors on January 31, 2022, and by the voting members on January 31, 2022.

They were last amended at a meeting of members on May 20, 2022.