BYLAWS

THE ASSOCIATION FOR DISPUTE RESOLUTION OF NORTHERN CALIFORNIA,

A Chapter of the

ASSOCIATION FOR CONFLICT RESOLUTION, INC.

Final approved 11-11-03

ARTICLE I: Name and General

ARTICLE II: Purposes

ARTICLE III:  Membership

ARTICLE IV: Non-Group Exemption Chapter

ARTICLE V: Prohibited Activities

ARTICLE VI: Board of Directors

ARTICLE VII: Officers

ARTICLE VIII: Chapter Dues and Fees

ARTICLE IX: Meetings

ARTICLE X: Committees

ARTICLE XI: No Personal Liability and Indemnification

ARTICLE XII: Inspection of Corporate Records

ARTICLE XIII: Amendments

ARTICLE I: Name and General

Section 1.1 Name.  This organization shall be known as the Association for Dispute Resolution of Northern California, a Chapter of the Association for Conflict Resolution, Inc., hereinafter referred to as "ADRNC " and is a chapter created pursuant to Article 19 of the Bylaws of the Association for Conflict Resolution, Inc., a New York corporation, hereinafter referred to as "ACR."

Section 1.2 Location and Incorporation.  ADRNC is incorporated as a non-profit or charitable corporation, pursuant to the laws of the State of California.  ADRNC shall be located at the place set forth in the Articles of Incorporation.  The Board of Directors (the "Directors") may change the location of the principal office of the corporation in the State of California from time to time.

Section 1.3 Corporate Seal.  The Directors may adopt and alter the seal of the corporation.

Section 1.4 Fiscal Year. The fiscal year of the corporation shall end on December 31^st in each year.

Section 1.5 Policy and Procedures Manual.  All activities of ADRNC must also be in compliance with the ACR Policy and Procedures Manual unless otherwise authorized by ACR’s Board of Directors.

ARTICLE II: Purposes

Section 2.1 Purposes.  The purposes of ADRNC include the following:       

(a)       To provide educational programs and enhance the professional skills of mediators, facilitators, conciliators, fact finders, arbitrators, hearing officers, trial examiners, ombuds and other dispute resolvers and facilitators of collaborative decision making processes;

(b)       To advance the educational and professional interests of all persons engaged in the resolution of disputes and collaborative decision making processes;

(c)        To increase public understanding and acceptance of alternative dispute resolution processes and of the roles of dispute resolvers and facilitators of collaborative decision making processes;

(d)               To have and exercise all rights and powers conferred on non‑profit corporations under the laws of the State of California, including the power to contract, rent, buy or sell personal or real property; provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the above purposes of this corporation;

(e)                To promote and carry out, on a local and regional level, the mission, guiding principles and bylaws of ACR by promoting peaceful conflict resolution and collaborative decision making at all levels of society.

Section 2.2 ACR Diversity and Equity Policy

            a.  ADRNC’s Diversity and Equity Commitment. ADRNC is committed to diversity and equity in its membership, structure, and organizational work.  A culturally diverse organization is one that recognizes, supports, values, and utilizes people's differences and similarities in support of the organization's goals and objectives. Equity and diversity mean recognizing and working to eliminate injustices in access, process, and outcomes of the corporation’s work, and striving to meet the needs of diverse members and stakeholders. 

            b.  Scope of ADRNC’s Commitment.  ADRNC seeks to encourage and promote participation, accessibility, active representation, and leadership from diverse populations including, but not limited to, races, ethnicities, national origins, languages, genders, sexual orientation, economic statuses, school or organizational locations, physical abilities, ages, religions, educational types or levels, and perspectives. Further, ADRNC actively implements equity and affirms diversity in its work, including its publications and standards, and in its board, staff, programs, chapters, sections, and committees.

            c. Implementation of ADRNC’s Commitment. In order to promote diversity and equity in our organization and our field, on-going self-examination is essential. We are committed to discussing and implementing fairness and openness in our values, procedures, conceptual frameworks, and structures. All persons participating in ADRNC programs and activities are a part of this endeavor. 

            d. ADRNC’s Responsibilities:  ADRNC shall elect or appoint at least one person to oversee the implementation of this commitment within the Chapter; at the same time, it is the belief of ADRNC that each person is also individually responsible for furthering the concept and practice of equity and diversity.

ARTICLE III:  Membership

Section 3.1 Membership Categories.  ADRNC shall have two membership categories: "National Member" and "Northern California Member."  By itself, the term "member" shall be inclusive of both. 

Section 3.2 National Members.  To be a National Member in ADRNC, one must be a member of ACR in any category of Membership, set forth in Article 5 of the ACR Bylaws, whose ACR dues are current and whose ADRNC’s dues are also current.   National Members shall have full Chapter voting privileges and may serve as a director as provided herein.

Section 3.3 Northern California Members.  The term "Northern California Member" shall mean an individual not holding membership in ACR, but whose ADRNC’s dues are current, and who has agreed to abide by ACR’s ethical standards and to support ACR’s Mission and Guiding Principles.  Northern California Members shall have voting privileges on Chapter issues and directors; however, they may not hold Chapter office.  Northern California Members may serve on committees.  The Directors of ADRNC may create additional classes of membership in accordance with its policies and procedures.

Section 3.5 Application and Dues.  Any individual eligible for membership in ADRNC may become a Northern California member by the payment of dues set by the Directors.  A member shall continue to be a member thereafter by the timely payment of annual dues set by the Directors.  Failure to make timely payment of annual dues shall terminate membership.  The Directors may create additional classes of membership and change the amounts and times for payment from time to time. 

Section 3.6 Removal.  A member may be removed as a member for cause by a majority vote of the Board of Directors at a meeting at which a quorum is present.  Cause is defined as failing to abide by applicable standards of ethics, professional responsibility, and practice, as amended from time to time, and/or failing to fulfill any other responsibilities as a member.  A member may be removed for cause only after reasonable notice and opportunity to be heard before the Directors.

Section 3.7 Transfer of Membership.  Membership in this corporation is non-transferable and all membership rights cease on the member’s death or on dissolution of the corporation, or as provided in Section 3.6. 

ARTICLE IV: Group Exemption Chapters and Non-Group Exemption Chapters

Section 4.1.   Election to be a Non-Group Exemption Chapter.   Upon its affirmative election, ADRNC has elected not to participate in the Group Exemption and maintains its own independent tax exemption from the IRS. 

Section 4.2.  Reports.  ADRNC shall file each year with the ACR Executive Director such reports as the Executive Director may from time to time require.  If ADRNC fails to file such reports it maybe suspended as a chapter or lose other benefits of a Chapter of ACR. 

ARTICLE V: Prohibited Activities

Section 5.1.  ADRNC has been formed under the California Nonprofit Public Benefit Corporation Law for the purposes described herein, and it shall be nonprofit and nonpartisan.  ADRNC shall be operated for public benefit rather than to benefit any private group of individuals.  No part of the net earnings of ADRNC shall inure to the benefit of, or be distributed to, its’ Directors, Officers, or employees, other than reasonable compensation for services actually rendered.  No decisions shall be made or actions taken which harm the corporate person of ADRNC or ACR to benefit or favor individuals. 

Section 5.2.  No substantial part of the activities of ADRNC shall consist of attempting to influence legislation or lobby for the enactment of legislation, and ADRNC shall not participate in, intervene in, or publish or distribute statements regarding any political campaign, either on behalf of, or in opposition to, any candidate for public office. 

Section 5.3. 

Notwithstanding any other provisions of present or future federal or California law governing or pertaining to non-profit corporations, ADRNC shall not engage in or carry on activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code.

Section 5.4 Prohibited Activities.  No activity undertaken by ADRNC shall create any financial liability or any contractual or legal obligation for ACR without the express, prior, written authorization of the ACR Board of Directors. No contractual, financial or legal obligation of ACR’s shall extend to ADRNC, unless otherwise provided or stated herein. 

Section 5.5 Public Policy Position.  ADRNC shall not take a public position on any public policy issue without the express, prior, written authorization of the ACR Board of Directors or its Chief Executive Officer.  ADRNC shall make reasonable efforts to communicate with the President or CEO of ACR to obtain consent of the organization as set forth in this paragraph.  In the event of ACR’s failure to provide a prompt response to ADRNC’s request for authorization, ADRNC shall be free to publicly declare its’ position on a public policy issue, provided it is not inconsistent with a position already publicly expressed by ACR.  “Prompt response” shall be defined as not including or requiring a response from ACR within five working days following the date of the written request by ADRNC.   In the event ADRNC takes a public position on any public policy issue without the express, prior, written authorization of ACR, ADRNC shall explicitly disclaim any endorsement of its position by ACR.

Section 5.6 No Certification.  ADRNC shall not credential, license, certify, recommend, designate, or appoint practitioners of dispute resolution. 

ARTICLE VI: Board of Directors

Section 6.1 Composition and Qualifications.  The Board of Directors, ("Directors") shall consist of the Officers described in Article VII of these Bylaws.  Additionally, there shall not be less than four, or more than nine, at large Directors.  All members of the Board of Directors must be National Members in good standing.  The immediate past Chapter President may be a non-voting, ex-officio member of the Board for one year after the completion of his or her term of office.

Section 6.2 Powers.  The Directors shall manage the affairs and all activities of ADRNC in accordance with the Bylaws and policies of both ACR and ADRNC.  The Directors shall have the power to perform all such lawful acts, which are not prohibited by statute, by its Articles of Incorporation, or by these Bylaws or directed or required to be exercised or done by ADRNC members.  The Directors shall have the power to authorize the making and execution of any lawful contracts on behalf of the ADRNC and generally to control all of the affairs of the Chapter.  The Directors shall be empowered to transact the business of the Chapter between meetings of ADRNC members.

Section 6.3 Elections.  The Directors shall be elected by a vote of ADRNC members in good standing who cast ballots.  Elections may take place at the Annual Meeting of the membership, at special meetings held for that purpose or by mail annually, except as hereinafter provided for filling of vacancies.  The new Directors shall assume office at such time as determined by ADRNC’s policies and procedures. 

Section 6.4 Terms of Office.  The at-large Directors shall be elected for three-year terms of office, except that in the first election half of the Directors shall be elected for a one-year term of office and the remaining Directors shall be elected for a two-year term of office.  Each Director shall hold office until his/her successor is elected or until she/he resigns, is removed, dies, or becomes disqualified. 

Section 6.5 Meetings.  The Directors shall meet at the call of the President, but not less than once each quarter. A quorum for the purpose of conducting Board business shall consist of a majority of Directors entitled to vote, but never less than five Directors. The President shall preside at all Board meetings and, in the case of a vote, shall only vote in order to break a tie or to become the fifth member available to vote.  Minutes of all Board meetings shall be prepared and sent to all Directors and the ACR CEO, after approval by the Board.  Such minutes shall be available to Chapter members upon request.

Section 6.6 Notice of Meetings of the Board.

a.  All Meetings.  Reasonable notice of the time and place of each meeting of the Directors shall be given to each Director.  Such notice need not specify the purposes of the meeting, unless required by law, the Articles of Incorporation, or these Bylaws.

            b.  Reasonable Notice.  Except as otherwise expressly required by law, the Articles of Incorporation, or these Bylaws, it shall be reasonable notice to a Director to send notice by mail, or email, at least fourteen (14) days before the meeting, addressed to him/her at his/her usual or last known business or residence address. 

            c. Waiver of Notice.  Whenever notice of a meeting is required, such notice need not be given to any Director, if a written waiver of notice, executed by him/her (or his/her attorney duly authorized), before or after the meeting, is filed with the records of the meeting.  A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.          

Section 6.7 Voting.  Unless otherwise required by law, the Articles of Incorporation, or these Bylaws, any action taken by a majority of the Directors present at a meeting at which a quorum is present shall be deemed the action of the Directors.

Section 6.8 Presence through Communications Equipment.  Unless otherwise required by law or the Articles of Incorporation, the Directors may participate in a meeting by means of a conference telephone, computer, or similar communications equipment by means of which all persons participating in the meeting can receive the communications of all other persons participating.  Participation by such means shall constitute presence in person at a meeting.

Section 6.9  Action by Written Consent.  Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all Directors entitled to vote on the matter consent to the action in writing and such consents are filed with the Minutes of the meeting.  Such consents shall be treated for all purposes as a vote at a meeting.

Section 6.10 Vacancy.  In the event of a vacancy on the Board of Directors for any reason, the Directors, within a reasonable time and at a meeting of the Board, may appoint a successor to that Director for the balance of the unexpired term.

Section 6.11 Reimbursement.  The Directors shall be entitled to reimbursement of Board authorized expenses incurred in the performance of their duties and responsibilities, as approved by a reimbursement policy adopted by the Board; provided, however, that ADRNC shall not reimburse any expenses which could jeopardize, in any way, its non-profit status.  No Director shall receive any remuneration for services as a Director.

Section 6.12 Removal.  A Director may be removed from office with cause by (a) the vote of a majority of the members present at a meeting at which a quorum is present or (b) by the vote of a majority of the Directors then in office.  A Director may be removed with cause only after reasonable notice and opportunity to be heard before the body proposing to remove that director. Examples of what constitutes cause are: failure to abide by ACR’s Ethical Standards, support ACR’s Mission and Guiding Principles, the purposes of this organization as set forth herein, failure to fulfill his/her responsibilities as a Director, infrequent attendance including absence from three meetings of the Board per calendar year; or failure to fulfill the responsibilities of a Director. 

Section 6.13 Conflict of Interest.  Directors may have interests in conflict with those of the Chapter.  Each Director must endeavor to be conscious of the potential for such conflicts of interest with ADRNC and act with candor and care in dealing with any such situation.  To the extent known to the Director, he/she shall disclose any actual or potential conflict of interest to the Board and when appropriate remove her or himself from Board discussions and decisions regarding this matter.  If he/she becomes aware of any actual or potential conflict of interest after the Board has entered into discussion of, or made a decision regarding, any matter, then she/he shall immediately apprise the Board of the actual or potential conflict of interest.  Following a disclosure of any actual or potential conflict of interest, the Board should provide a disinterested review of the matter and, if necessary, revisit any decisions previously made.

Section 6.14 Restrictions on Interested Persons.  No more than 49% of the persons serving on the Board may be interested persons. An interested person is any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a director as director; and the spouse or any relative by blood or marriage of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.

ARTICLE VII: Officers

Section 7.1 Officers.  There shall be five officers – President, , one or two Vice-Presidents, Secretary and Treasurer.  All Officers must be National Members in good standing.  Any reference in these Bylaws to "Directors" shall be deemed to include all Officers of the corporation. 

Section 7.2 President.  The President shall preside at all meetings of the Directors and of members, and shall have general and active management of the activities of ADRNC, subject to the control of the Directors.  The President shall see that all orders and resolutions of the Directors are carried into effect and shall keep the Directors and the ACR CEO fully informed and shall regularly consult with them concerning the activities and affairs of ADRNC.  The President may sign and execute all official documents in the name of ADRNC and shall have the general power and duties of supervision and management usually vested in the chief executive officer of a corporation, except as limited by Articles II, IV, and V of these Bylaws.  The President may delegate one or more of these duties to a Director.  The President shall be responsible for ensuring that the Chapter complies with all provisions of the ACR Policy and Procedures Manual regarding Chapters.  The President shall also serve as an ex-officio member of all committees. 

Section 7. Vice-President.   The Vice-President shall have such duties as the President shall determine and shall chair at least one committee.  In the absence of the President, the Vice-President shall perform the duties of the President as provided in these Bylaws and shall assist the President with managing the affairs of the corporation.

Section 7.5 Secretary. The Secretary shall be responsible for keeping all papers, records and other documents of the corporation and for preparing, maintaining, and distributing minutes of all meetings of the Directors and of the members as directed.  The Secretary shall be responsible for maintaining copies of all correspondence pertaining to the corporation preparing and distributing such items as notices of meeting, bulletins, and other publications to members, the appropriate ACR Regional Director and the Director representing Chapters, the ACR CEO, and the editors of the ACR News; shall compile such statistics and other data as may be required by the Directors or the members acting at a duly called meeting; shall present at the Annual Meeting a complete list of members; and shall perform such other functions as may be assigned by the Directors.

Section 7.6 Treasurer.  The Treasurer shall be the chief financial officer of the corporation and shall have custody of the funds of the corporation and shall receive and deposit all revenue and pay bills and other obligations of the corporation as are approved by the President.  The Treasurer shall keep a full and complete record of all receipts and disbursements and shall provide a financial report to the Directors at each meeting, and an annual written financial report to the members at the Annual Meeting.  The Treasurer shall also provide an annual written financial report to the ACR CEO by March 15^th of each year for the preceding fiscal year, consistent with the applicable provisions of the ACR Policy and Procedure Manual.  In addition, the Treasurer shall perform other duties as may be assigned by the Directors. 

Section 7.7 Election and Terms.  The officers of the corporation shall be elected by the Board of Directors which shall take place immediately following the annual election of directors.  The officers shall serve for a term of one year and may be re-elected upon a vote of the Board.

Section 7.8 Vacancy.  In the event of a vacancy in any office for any reason, except for a vacancy in the office of President, the Board, within a reasonable time and at a meeting, shall appoint a successor to that office for the balance of the unexpired term.  In the event of a vacancy in the office of President, the Vice President shall assume the office of President.

Section 7.9 Reimbursement.  Directors shall be entitled to reimbursement of Board authorized expenses incurred in the performance of their duties and responsibilities, as approved by a reimbursement policy adopted by the Board; provided, however, that ADRNC shall not reimburse any expenses which could jeopardize, in any way, its non-profit status.  No Director shall receive any remuneration for services as a Director.

Section 7.10 Removal.  An Officer may be removed from office with cause (a) by the vote of a majority of the members present at a meeting at which a quorum is present, or (b) by the vote of a majority of the Directors then in office. Examples of cause are: failure to fulfill her/his responsibilities as an Officer, infrequent attendance including absence from three meetings of the Board per calendar year or failure to abide by the purposes of this corporation as set forth herein.  An Officer may be removed with cause only after reasonable notice and opportunity to be heard before the body proposing to remove that Officer. 

ARTICLE VIII: Chapter Dues and Fees

Section 8.1.  The Directors shall determine the membership dues for all members annually.  Failure to pay such dues after receipt of written notice and reasonable opportunity to pay is grounds for revocation of membership status by the Directors.

Section 8.2.  Non-members who wish to receive regular notice of ADRNC events may be assessed an appropriate mailing list fee. 

ARTICLE IX: Meetings

Section 9.1 Annual Meeting.            There shall be one regular Chapter meeting per year, which shall be designated as the Annual Meeting and shall be held in March of each year.  Written notice of the Annual Meeting, shall include an agenda set by the Directors, and shall include the time, date, and place of the Annual Meeting, shall be mailed to all members, as provided in Section 9.4 of these Bylaws.  The Annual Meeting may be held at the principal office of the corporation or at such other place within Northern California as the President and Directors shall determine. If an Annual Meeting is not held at the time herein provided, a special meeting of the members may be held in place thereof with the same force and effect as the Annual Meeting, and in such case all references in these Bylaws, except in this Section 9.1, to the Annual Meeting of the members, shall be deemed to refer to such special meeting.  Any such special meeting shall be called and notice shall be given as provided in Sections 9.3 and 9.4.

Section 9.2 Regular Meetings.  Regular meetings of the members may be held at any time and place as the Directors may determine.

Section 9.3 Special Meetings.  The President may call special meetings of the members at any time.  A special meeting shall be called by any Officer when so directed by the Directors or upon the written request of twenty-five (25%) percent of the members.

Section 9.4 Notices of Meetings.

a.  All Meetings.  Reasonable notice of the time and place of each meeting of the membership shall be given to each member.  Such notice need not specify the purposes of the meeting, unless required by law, the Articles of Incorporation, or these Bylaws.

            b.  Reasonable Notice.  Except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws, it shall be reasonable notice to a member to send notice by mail, or email, at least fourteen (14) days before the meeting, addressed to him/her at his/her usual or last known business or residence address.  In the case of the Annual Meeting, it shall be reasonable notice to a member to send notice by mail, or email, at least thirty (30) days before the meeting, addressed as provided above.  Notices of any meeting at which Directors will be elected shall contain the names of the persons proposed by the Nominating Committee to be elected as the Directors of ADRNC.

            c. Waiver of Notice.  Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by him/her (or his/her attorney duly authorized), before or after the meeting, is filed with the records of the meeting.  A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.          

Section 9.5 Quorum.  At all membership meetings, ten percent (10%) of the Members present, in person, shall constitute a quorum for the purpose of conducting business, except when a larger quorum is required by law.  Any meeting may be adjourned or continued to such date not more than ninety (90) days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned or continued without further notice.

Section 9.6 Voting.  Each Member shall be entitled to cast one vote on each matter properly submitted to a membership vote at a meeting or by electronic, or mail ballot. Except as otherwise required by law, or these Bylaws, any action approved by a majority of the Members voting, either by electronic, mail ballot or at a meeting, or in person, provided that a quorum is represented, shall be the action of the Members.

Section 9.7 Presence through Communications Equipment.  Unless otherwise provided by law or the Articles of Incorporation, the members may participate in a meeting of the members by means of a conference telephone, computer, or similar communications equipment by means of which all persons participating in the meeting can receive the communications of all other persons participating.  Participation by such means shall constitute presence in person at a meeting.

Section 9.8  Action by Consent.  Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all Members entitled to vote on the matter consent to the action in writing and such consents are filed with the records of the meetings of the members.  Such consents shall be treated for all purposes as a vote at a meeting.

Section 9.10 Membership Participation.  The Secretary shall maintain a complete list of members entitled to participate at each meeting, which list shall be available for examination.

Section 9.11 Open Meetings.  Meetings and other activities of ADRNC shall be open to persons who are not members, unless the President or the Directors specifically restrict attendance.  Persons attending meetings who are not members are guests and shall be entitled to such participation in the meeting as the President or the Directors shall determine.

ARTICLE X: Committees

Section 10.1 Types of Committee. There shall be two classes of committees, "Standing Committees" and "Ad hoc Committees."  The term "Committee" shall be inclusive of both.

Section 10.2 How Formed or Disbanded.  Standing Committees may be established and disbanded by the Directors, including an executive committee.  The President may establish and disband Ad hoc Committees at any time, subject to the approval of the Directors.  The Members may, at any time by vote of two-thirds of the Members at any meeting at which a quorum is present, act to terminate any committee, amend its scope or function, or authorize a new committee.

Section 10.3 Powers.  Committees shall have only such powers as the Directors shall confer.  The Directors shall not delegate any of its powers as must be performed by the Directors by law, the Articles of Incorporation, or these Bylaws.  Unless the Directors otherwise designate, committees shall conduct their affairs in the same manner as provided in these Bylaws for the Directors.  The Board shall not delegate the following powers to any committee, pursuant to Corporations Code section 5212(a):

(a)        Taking of final action on any matter that also requires approval of the members;

(b)        Filling of vacancies on the Board or on any committee that has the authority of the Board;

(c)        Fixing of compensation of Directors for serving on the Board or on any committee;

(d)            Amending or repealing bylaws or adopting new bylaws;

(e)        Amending or repealing any resolution of the Board that by its express terms is not so amendable or repealable;

(f)        Creating any other committees of the Board or appointing the members of the Board to committees,

(g)        Approving any contract or transaction to which the corporation is a party and in which one or more of its Directors has a material financial interest.

Section 10.4 Members of Committees.  Members of all committees shall be members in good standing.  The President shall appoint chairs and committee members, subject to the approval of the Directors.  Committee meetings shall be open to all members, unless the Directors determine otherwise.

Section 10.5 Annual Review.  Following each annual election, the newly installed Directors shall review the structure and activities of all committees.

Section 10.6 Nominating Committee.  The President shall appoint a Nominating Committee of no less than three (3) board members, one of who may be a Past-President, to propose nominees for election of Officers and Directors.  The Nominating Committee shall endeavor to present nominations for office in ADRNC, which present a balance among the various substantive and geographic areas of dispute resolution professionals represented by ADRNC members and which fulfill the diversity policy set forth in Section 2.2 of these Bylaws.  At any membership meeting held to elect directors, nominations for office shall also be accepted from the floor at the time of election once the membership has reached twenty-five (25) in number.  The Nominating Committee may not nominate any person(s) serving on the Nominating Committee for a position of Officer or Director on the slate they are recommending. 

ARTICLE XI: No Personal Liability and Indemnification

Section 11.1 No Personal Liability.  The members, Directors, and Officers of the corporation shall not be personally liable for any debt, liability, or obligation of ADRNC.  All persons, corporations, or other entities extending credit to, contracting with, or having any claim against ADRNC may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.

Section 11.2 Indemnification.  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 reasons 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 Corporations Code.

ARTICLE XII: INSPECTION OF CORPORATE RECORDS AND REPORTS TO MEMBERSHIP

The corporation shall keep adequate and correct books and records of account: written minutes of the proceedings of its members, Board and Board committees, and a record of each member’s name and address.

Any member of the corporation may inspect and copy the record of all the membership names and addresses at reasonable times upon giving ten (10) business days written notice to the secretary of the corporation, for a purpose reasonably related to the member’s interest as a member. Alternately, any member may also obtain from the secretary, upon written demand and payment of a fee as fixed by the Board from time to time, a list of the names and addresses of members entitled to vote for the election of Directors as of any compilation date specified by the member after the date of demand. The member’s written demand must state a purpose reasonably related to the member’s interest as a member.

The corporation may, within ten business days after receiving a demand under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand,

If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this section, it may deny the member access to the membership list.

ARTICLE XIII: Amendments

Section 13Amending the Articles of Incorporation and Bylaws. The Board of Directors may amend ADRNC’s Articles of Incorporation and these Bylaws to include or omit any provision that could lawfully be included or omitted at the time such amendment is adopted.  Such amendments or revisions may be voted upon at a single meeting of the Board of Directors, and be adopted at such meeting, a quorum being present, by a seventy-five (75%) percent majority vote of the Board members present, or such amendments and revisions may be adopted in a written document approved and signed unanimously by the Directors of this corporation, without the necessity of a formal meeting of the Board of Directors.

The Board may adopt, repeal or amend these bylaws unless the action would materially and adversely affect the members’ rights as to voting or transfer. The Board may not extend the term of a director beyond that for which the director was elected without approval by membership. Nor may the Board, without the approval of the members, specify any bylaw provision that would:

(a)            Fix or change the authorized number of Directors,

(b)            Change from a fixed to a variable number of Directors or vice versa,

(e)            Increase or extend the terms of Directors;

(d)        Allow any director to hold office by designation or selection rather than by election by the members;

(e)            Increase the quorum for members’ meetings;

(f)            Repeal, restrict, create, expand or otherwise change proxy rights;

(g)            Authorize cumulative voting.

            I hereby acknowledge that the above Bylaws, consisting of thirteen (13) Articles and thirteen (13)  pages, were approved by the Board of Directors of ADRNC pursuant to Article 13 hereof, on (date).

DATE: _____________                      BY: ___________________________

                                                            President of ADRNC

DATE: _____________                      BY: ____________________________

                                                            Secretary of ADRNC