STATE of CALIFORNIA
SECRETARY of STATE
I, Bill Jones, Secretary of State of the State of California, hereby certify:
That the attached transcript has been compared with
The record on file in this office, of which it purports to
be a copy, and that it is full, true and correct.
Document #2062879
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3. MEMBERS -
4. MEETINGS OF MEMBERS -
5. INCORPORATOR & DIRECTORS -
6. OFFICERS -
7. COMMITTEES -
8. EXECUTION, INSTRUMENTS -
9. Psi RECORDS, REPORTS, SEAL -
10. FISCAL YEAR -
11. BY LAWS -
12. PROHIBITIONS -
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ARTICLES OF INCORPORATION filed Dec 15, 1997
Psi APPLICATIONS
I.
The name of this corporation is PSI APPLICATIONS
II.
This corporation is a 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.
III.
The specific purposes of this corporation are:
(a) To raise public awareness for practical appiicaton of paranormal
investigations.
(b) To provide formal classroom instructions in paranormal
investigations.
(c) To sponsor public events and classes which are educational, social
and charitable events to further the knowledge of paranormal sciences,
generally.
The name and address in the State of California of this corporation's initial
agent forservice of process is:
Thomas A. Nash
2105 Madrone Court
Fairfieid, CA 93533
This corporation is organizied and operated enctusively for public benefit and
charitable purposes within the meaning of IRC Section 501(c)(3).
IV.
No substantial part of the activities of this corporation shall consist ol
carrying on propaganda, or otherwise attempting to influence legislation,
and the corporation shall not participate or intervene in any political cam-
paign (including the publishing or distribution of statement) on behalf of
any candidate for public office.
V.
The property of this corporation is irrevocably dedicated to public benefit and
charitable purposes and no part of the net income or assets ofthis corporation
shall ever inure to the benefit of any director, officer or member thereof or to
the benefit of any private person.
VI.
Upon the dissolution or winding up of the corporation, it's assets remaining after
payment, or provision for payment, of all debts and liabilities of this corporation
which is organized and operated exclusively for public benefit and charitable
purposes and which has established it's tax exempt status under IRC
Section 105(c) (3).
DATE: Dec. 16 1997
(Signature of incorporator ---Thoms A. Nash)
BY LAWS
OF
Psi APPLICATIONS
FAIRFIELD, CALIFORNIA
TABLE OF CONTENTS
ARTICLES
--- CONSENT OF DIRECTORS
BY-LAWS
of
Psi APPLICATIONS
FAIRFIELD, CALIFORNIA
ARTICLE 1. OFFICES
Section 1. Offices
The registered office of Psi Application, hereinafter referred to as "Psi," for the
transaction of its business is located in Solano County, California.
ARTICLE 2. PURPOSES
Section1. Objectives and Purposes
The primary objectives and purposes of PsiApp shall be:
1. To conduct research & investigations into the field of paranormal
sciences while raising public awareness.
2. To provide classroom education in paranormal investigations, and
develop research data for practical applications.
3. To sponsor public events and classes which are educational or social
social events to further the knowledge of paranormal investigations.
4. To increse understanding in our community by promoting a high
standing and professionalk approach in the field of paranormal
sciences, generally.
ARTICLE 3. MEMBERS
Section 1. Determination and Rights of Members
Psi shall have three categories of members:
1. The General Public: Any person of the general public who are currently
registered with Psi. Each person so registered as an "active" member of Psi has one
vote during the Annual Membership Meeting or other Special Meeting of Members.
2. Associate Member: Members of the community, or members at large,
who are interested in promoting the goals of Psi. Each Associate Member has one
vote during the Annual Membership Meeting or other Special Meeting ofMembers.
3. Honorary Member: Community Leaders, Organizations, Businesses
that are by invitation. They have no voting rights.
Psi members can vote at Annual Membership Meetings, or Special Meetings called
by 10% (Ten Percent or more) of its members.
Section 2. Fees and Assessments.
All members shall be charged a "nominal" fee in such amount as may be specified
by Psi Board of Directors. Such fees will be consistent with the operating expenses
and as Psi expands, these fees will be reduced as the membership grows.
Other fees may be charged periodically to cover incidental expenses as approved by
the the Board ofl)irectors.
There shall be no other membership fees or dues.
Section 3. Membership Directory
Psi Secretary shall keep a Membership Directory containing the name, address and
telephone number of each member. Such records shall be kept by the Secretary
and shall be available for inspection by any Director or Officer or member, during
regular business hours. This Membership Directory is considered confidential except
by request by any legal official.
The record of names and address of the members of Psi shall constitute the
membership list of Psi and shall not be used indiscriminately, in whole or in part, by
any person for any purpose not reasonably related to a member's interest as a member of Psi.
For example; not to be used for commercial, religious or political purposes.
Section 4. Non-Liability ofMembers.
Any member ofPsi is not, as such, personally liable for the debts, liabilities, or
obligations of Psi.
Section 5. Termination of Membership
1. Grounds for Termination. The membership ofa member shall terminate
upon a determination by a majority of the Board ofDirectors, that the member has
engaged in conduct materially and seriously prejudicial or detrimental to the
integrity, interest, or purposes of the school.
2. Procedure for Expulsion. Following the determination that a member
should be expelled, the following procedures shall be implemented:
a. A notice shall be sent by first-class mail to the last address of the
member as shown on Psi record, setting forth the expulsion and the reasons
therefore. Such notice shall be sent at least twenty-one (21) days before the
proposed effective date of the expulsion.
b. The member being expelled shall be given an opportunity to be
heard, either orally, or in writing, at a hearing to be held not less than seven (7) days
before the effective date of the proposed expulsion The hearing will be held by the
Board of Directors in accordance with the quorum and voting rules set forth in these
by-laws applicable to the meeting of the Board. The notice to the member of his or
her proposed expulsion shall state the date, time, and place of the hearing on his or
her proposed expulsion.
c. Following the hearing, the Board of Directors shall decide
whether or not the member should in fact be expelled, or sanctioned in some other
way. The decision of the Board shall be final.
All rights of a member in Psi shall cease on termination of membership as herein
provided.
ARTICLE 4. MEETINGS OF MEMBERS
Section 1. Place of Meetings
Meeting of members shall be held at such places as may be designated periodically
by the Board ofDirectors.
Section 2. Annual Meeting
The members shall meet annually during October and November, for the purpose
of electing Directors and transacting other business as may come before the
meeting. The candidates receiving the highest number of votes up to the number
of Directors to be elected shall be elected.
Each voting member shall cast one vote. The annual meeting of members for the
purpose of electing Directors shall be deemed a regular meeting and any reference
in these bylaws to regular meetings of members refers to this Annual Meeting.
Section 3. Special Meetings of Members.
Special meetings of the members shall be called by the Board of Directors or
the Chairperson ofPsi. In addition, special meetings of the members for
any lawful purpose may be called by ten ( 10) percent or more of the Members.
Section 4. Notice of Meetings
a. Time of Notice Whenever members are required or permitted to take
action at a meeting, a written notice of the meeting shall be given to the Secretary
Secretary ofPsi not less than fourteen (14) nor more than sixty (60)
days before the date of the meeting to each member who is entitled to vote
thereat.
b. Manner of Giving Notice: Notice of a member's meeting or any report
shall be given either by general distribution to all members or by mail or other
means of written communication. Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail or sent by other means
of communication.
c. Content of Notice. Notice of a membership meeting shall state the place, date,
and time of the meeting and one (1) in case of a "special meeting", the general
nature of the business to be transacted, and no other business may be transacted,
or (2) in case of a regular meeting, those matters which the Board, at the time
notice is given intends to present for action by the members. Subject to any
provision to the contrary contained in these bylaws, however, any proper matter
may be presented at a "regular meeting" for such action as brought before the
Board. The notice of any meeting of members at which Directors are to be elected
shall include the names of all those who are nominees at the time notice is given to
members.
d. Notice of Meetings Called by Members. If a General Meeting is called
by members as authorized by these bylaws, the request for the meeting shall be
submitted in writing, specifying the general nature of the business proposed to be
transacted and shall be delivered personally or sent by registered mail or by other
means to the Chairperson of the Board or to the Secretary of Psi at the official
mailing address ofPsi. The officer receiving the request shall promptly cause
notice to be given to the members entitled to vote that a meeting will be held,
stating the date of the meeting. The date for such meeting shall be fixed by the
Board and shall not be less than thirty-five (35) nor more than ninety (90)
days after the receipt of the request for the meeting by the Officer. If the notice is
not given within twenty-one (20) days after the receipt of the request, persons
calling the meeting may give notice themselves.
e. Wavier of Notice of Meeting: The transaction of any meeting of
members, however called and noticed, and wherever held, shall be as valid as
though taken at a meeting duly held after regular call and notice, if a quorum is
present, and if, either before or after the meeting, each of the persons entitled to
vote signs a written wavier of notice or a consent to the holding of the meeting or
an approval of the minutes thereof. All such waivers, consents and approvals shall
be filed with Psi records or made a part of the minutes of the meeting. Waivers of
notice or consents need not specify either the business to be transacted or the
purpose of any regular or special meeting of members, except that if action is taken
or proposed to be taken for approval of any of the matters acted upon.
f. Special Notice Rules for Approving Certain Proposals. If action is proposed
to be taken or is taken with respect to the following proposals, such action shall be
invalid unless approved by a 2/3 majority of those entitled to vote or unless the
general nature of the proposal is stated in the notice of meeting or in written
wavier of notice:
I) Removal of Directors without cause;
2) Filling of vacancies on the Board by members;
3) Amending the Articles ofIncorporation; and
4) An election to voluntarily wind-up and dissolve Psi.
Section 5. Quorum for Meetings.
A quorum for any general or special meetings shall consist of ten ( 10) percent of
the voting members ofPsi.
The members present at a duly called and held meting at which a quorum is initially
present may continue to do business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of members from the meeting provided that any
action taken after the loss of a quorum must be approved by at least a simple
majority of the members required to constitute a quorum.
In the absence of a quorum, any meeting of the members may be adjourned from
time to time by the vote of a majority of the vote represented in person a the
meeting, but no other business shall be transacted at such meeting.
When a meeting is adjourned for lack of a sufficient number of members at the
meeting or othenvise, it shall not be necessary to give any notice of the time and
place of the adjourned meeting. However, if after the adjournment a new record
date is fixed for notice or voting, a notice of the adjourned meeting shall be given
to each member who, on the record date for notice of the meeting, is entitled to
vote at the meeting. A meeting shall not be adjourned for more than forty-five
(45) days.
If less than one-third (1/3) of the voting members actually attends a regular
meeting, then no action may be taken on a matter unless the general nature of
the matters was stated in the notice of the regular meeting.
Section 6. Majority Action as Member Action
Every act or decision done or made by a majority of voting members present in
person at a duly held meeting at which a quorum is present is the act of the
members, unless the law, the Articles of Incorporation of Psi, or these Bylaws
Section 7. Voting Rights.
Each member is entitled to one vote on each matter submitted to a vote by the
members. Voting at duly held meeting shall be by voice or show ofhands. Election
of Directors, however, may be voice or ballot, or show of hands.
Section 8. Proxy Voting
Members entitled to vote shall not be permitted to vote or act by proxy, and no
provision in the bylaws referring to proxy voting shall be construed to permit any
member to vote or act by proxy.
Section 9. Conduct of Meetings.
Meetings of members shall be presided over by the Chairperson of the Board, or
in his or her absence, by the Secretary ofPsi, in the absence of these Officers, by a
Chairperson chosen by a majority of the voting members, present in person. The
Secretary of all meetings of members shall be the Secretary of Psi, or in his or her
absence, a person appointed by the presiding officer shall act as Secretary of the
meeting.
Meetings shall be governed by Robert's Rules of Order. as such rules may be revised
from time to time, insofar as such rules are not inconsistent with or in conflict with
these bylaws, with the Articles of Incorporation ofPsi Applications, or with any
provision of law.
Section 10. Reasonable Nomination and Election Procedures.
Psi shall make available to members reasonable nomination and election procedures
with respect to the election of Directors by members. Such procedures shall be
reasonable given the nature, size and operation ofPsi, and shall include:
1. A reasonable means of nominating persons for election as Directors.
2. A reasonable opportunity for nominee to communicate to the members
the nominee's qualifications.
3. A reasonable opportunity for all nominees to solicit votes.
4. A reasonable opportunity for all members to choose among the
nominees.
If Psi Applications distributes any written election material soliciting votes for any
nominee for Director at Psi expense, it shall make available, at Psi expense, to each
other named, in or with the same material, the same amount of space that is provided
to any other nominee, with equal prominence, to be used by the nominee for a
purpose reasonably related to the election.
Generally, any person who is qualified to be elected to the Board of Directors shall
be nominated at the Annual Meeting of Members held for the purpose of electing
Directors by any member present at the meeting in person.
Section 1l. Action by Unanimous Written Consent Without Meeting
Except as otherwise provided in these Bylaws, any action required or permitted to
be taken by the members may be taken without a meeting, if all members shall
individually or collectively consent in writing to the action. The written consent of
consents shall be filed with the minutes of the proceedings of the members,
Section 12. Record Date for Meetings
The record date for purposes of determining the members entitled to notice, voting
rights, written ot rights, or any other right with respect to a meeting of members or
any other lawful membership action, shall be fixed pursuant to the appropriate
section of the California Non-profit Public Benefit Corporation Law.
ARTICLE 5. INCORPORATOR & DIRECTORS
Section 1 Incorporator
The Incorporator of Psi Applications develop(s) the concept of Psi Applications and
serves to bring pertinent matters to the Board of Directors, for their consideration,
and action. In case of a tie vote, the Incorporator is hereby authorized to cast the
final vote and acts as the overall Administrator and Chief Executive Officer of Psi
Applications.The Incorpoator shall also be a member of the Board.
The Incorporator is to act in the best interest of Psi Applications and make full
disclosure to the corporation of any personal interest to be derived from any
transactions in behalf of the Board.
The Incorporator is liable for any transactions conducted prior to the official
formation of Psi Applications unless they are subsequently ratified by the Board.
Section 2. Number of Directors
Psi shall have five (4) Directors and collectively they shall be known as the Board of
Directors. The number may be changed by amendment of these bylaws.
Section 3. Powers and Limitation
Subject to the provisions of the California Non-profit Public Benefit Corporation
Law and any limitations in the Articles of Incorporation and Bylaws which relate to
action required or permitted to be taken or approved by the members ofPsi.
Applications shall be conducted and all corporate powers shall be exercised by or
under the direction of the Board of Directors.
The Board of Directors shall not permit any single expenditure exceeding fifteen
percent (15) of the annual revenue of Psi Applications without approval of the Board
and the Officers.
Section 3. Duties cont.
It shall be the duty of the Directors to:
1. Determine and implement policy for the good of Psi.
2. Represent the interest of Psi in the general community of Solano
County.
3. Perform any and all duties imposed on them collectively or individually
by these Bylaws.
4. Approve Psi Plans and Programs, social and fund raising events, or
other activities related to the purpose ofPsi.
5. Appoint and remove, employ and discharge, supervise and, except as
otherwise provided in these bylaws, prescribe the duties of all officers, agents and
employees ofPsi,
6. Appoint committees, as needed, to carry out duties and decisions by the
Board, or to deal with special issues as they arise.
7. Meet at such times and places as required by these Bylaws.
Section 4. Oualification. Election. and Terms of Office
The Board of Directors shall consist of four (4) Directors, three (3) can, but
not all are required to serve as Officers of Psi, including including retired former
Chairperson(s) will be considered Past Chair, a non-voting member on the
Board in addition to the frve (4) voting members on the Board.
Members of the Board shall be elected for a two (2) year term. Three (3) members
shall be elected in even-numbered years and two (2) members shall be consecutive
terms (6 years). The Founder is exempt from this requirement.
Section 5. Compensation
Incorporator, Directors and Officers shall serve without compensation except that
they shall be allowed reasonable advancement or reimbursement for expenses
incurred in the performance of their regular duties. For example; Travel outside of
the immediate area of more than twenty-miles (2); per diem of $0.22 per mile and
periodic increases not the exceed the amount authorized by the U. S. income tax
codes, Hotel not to exceed $80.00 per day total. (on trips of 24 hours only), meals
not to exceed $30.00 per day.
Also, a reasonable salary consistent with a fair salary for these positions. The
payment of all allowances, expenses and salaries must be approved by the full Board,
in advance of the authorization for these expenses. Salaries must be made public, if
so requested by any member.
Section 6. Restrictions.
Notwithstanding any other provisions of these Bylaws, no person on the Board
may be related by birth, by blood, or by marriage.
Section 7. Place of Board Meetings
Board Meetings shall be held at the principal office ofPsi unless otherwise
provided by the Board. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all Directors participating
in such meeting can hear each other,
Section 8. Meetings
Regular meetings of Directors shall be held bi-monthly during the initial year after
filing of the Articles of Incorporation and at least semi-annually thereafter, or
as amended by these Bylaws.
Section 9. Notice of Meetings
Regular meetings of the Board may be held with notice to each other members of the
Board, buy telephone, written communication or other customary notice.
Special meetings may be called by any Director to be held at any place designated
by the person calling the meeting upon forty-eight (48) hours notice delivered
personally or by telephone, or four (4) days notice given by first-class mail addressed
to the other Directors, as addressed as shown on the Membership Directory
Section 10. Waiver of Notice and Consent to Hold Meetings
The transactions of any meeting of the Board, however called and noticed or
wherever held, are as valid as though the meeting had been duly held after proper
called and notice, provided a quorum, as hereinafter defined, is present and provided
that either before or after the meeting each Director not present signs a waiver of
notice, a consent to holding the meeting, or an approval of the minutes thereof.
All such waivers, consents, or approvals, shall be filed with Psi records or
made a part of the minutes of the meeting.
Section 11. Quorum for Meetings
A quorum shall consist of a simple majority of the Board Members.
The Directors present at a duly called and held meeting at which a quorum is initially
present may continue to do business notwithstanding the loss ofa quorum at the
meeting due to a withdrawal of Directors from the meeting, provided that any
action thereafter taken must be approved by at least a majority of the required
quorum for such meeting or such greater percentage as may be required by law, or
the Articles ofIncorporation, or Bylaws ofPsi.
Section 12. Conduct of Meetings
The Board of Directors shall be presided over by the Chairperson. The Secretary of
Psi shall act as Secretary of all meetings of the Board, provided that in his or her
absence, the Chairperson shall appoint another person to act as Secretary of the
meeting.
Meetings shall be governed by Robert's Rules of Order. or with the Articles of
Incorporation of this School.
Section 13. Vacancies
The Board of Director shall exist ( i) on the death, resignation or removal of any
Director, and (2) whenever the number of authorized Director
is increased or decreased by amendment of these Bylaws.
Any Director may be removed if: (a) convicted ofa felony, or (b) missed three (3)
or more regular Board meetings within any one fiscal year or, (c) without cause by
vote of a majority of the members at a membership meeting at which a quorum is
present.
Vacancies cont.
Any Director may resign effective upon giving written notice to the Chairperson of
the Board or to the Secretary, unless the notice specifies a later time for the
effectiveness of such resignation. No Director may resign if Psi would then
be left without a duly elected Director in charge of its affairs, except upon notice to
the Attorney General.
Vacancies on the Board may be filled by a majority of Directors then in office.
However, if the vacancies were created by removal of a Director it may be filled only
by the approval of the members . The members ofPsi may elect a Director
at any time to fill any vacancy not filled by the Directors,
A person elected to fill a vacancy as provided in this action shall hold office until the
next annual election of the Board ofDirectors, or until a successor is installed.
Section 14. Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or Psi
obligations.
ARTICLE 6. OFFICERS
Section 1. Officers
1. Chairperson
2. Secretary
3. Treasurer
4. Administrative Officer
Psi may have other officers as determined by the Board.
Section 2. Qualification, Election, and Term of Office
Only members may serve as Officers ofPsi. Except for the Administrative
Officer officers shall be elected by the Board of Directors at any time or elected by
ballots by members at Annual Membership Meetings. Each Officer shall serve at
least two (2) years or until he or she resigns or is removed or is otherwise
disqualified, whichever occurs first.
Any number of Office may be held by the same person except that neither the
Secretary nor the Treasurer may serve as the Administrative Officers
Section 3. Removal. Resirmation Vacancies
Any officer may be removed, either with or without cause, by the Board of
Directors, at any time. Any officer may resign at any time by giving a thirty (3) day
notice to the Board of Directors or to the Principal or Secretary of the School.
Any such resignation shall take effect at the date of the receipt of such notice or at
any later dale specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise
of any officer shall be filled by the Board of Directors. In the event ofa vacancy in
any office other than that of Administrator, such vacancies may be filled temporally
by appointment by the Chairperson until such time as the Board Shall fill that vacancy.
Section 4. Duties of the Chairperson
The Chairperson shall be an executive officer and spokesperson ofPsi Applications
and shall subject to the control of the Board ofDirectors, supervise and control the
affairs ofPsi and activities of the other officers. He or she shall perform all duties
incident to his or her office and such other duties as may be required by law, by the
Articles of Incorporation of Psi, or by these of Psi, or by these Bylaws, or which may
be prescribed from time to time by the Board ofDirectors.
He or she shall preside at all meetings of the Board of Directors, and all meetings of
members. The Chairperson also has the authority to appoint, with the approval of
the Board, special committees to deal with special issues.
Section 5. Duties of the Administrator
The Administrator shall be the supervisor of general administrative matters ofPsi.
The administrator shall be responsible for coordinating all administrative matters
including appointments and other Psi general business affairs. The administrator
shall also be responsible for the general supervision of all clerical and employee
administrative responsibilities.
Section 6. Duties of the Secretary
The Secretary shall:
1. Certify and keep at the principal office ofPsi the original, or a copy of these
Bylaws as amended or otherwise altered to date.
Section 6. cont.
2. Keep at the principal office ofPsi or at such other place as the Board mav
determine, a book of minutes of all meetings of the Directors, and members, if
applicable, meetings of committees of Directors and Members recording therein the
time and place of holding, whether regular or special, how called, how notice thereof
was given, the names of those present or represented at the meeting and the
proceedings thereof
3,. See that all notices are duly given in accordance with the provisions of these
Bylaws, or as required by law.
4. Be custodian of the records and of the seal ofPsi and see that the seal is affixed
to all duly executed documents, the execution of which on behalf of Psi under its seal
is authorized by law or by these Bylaws.
5. Keep at the administrators' office ofPsi a Membership Directory containing the
names and address of each member, and, in the case where any membership as been
terminated, her or she shall record such fact in the membership together with the
date on which such membership ceased.
6. Exhibit at all reasonable times to a Director ofPsi, or to his or her agent or
attorney on request therefore, Bylaws, the membership books, and the minutes of the
proceedings ofthe Directors ofPsi.
7. In general, perform all duties incident to the office of Secretary and such other
duties as may be required by law, or by the Articles of Incorporation of Psi, or by
these bylaws, or which may be assigned to him or her from time to time by the
Board ofDirectors.
Section 7. Duties of the Treasurer
Subject to the provisions of these Bylaws which relate to the "Execution of
Instruments, deposits and Funds," the Treasurer shall:
1. Have charge and custody of and be responsible for, all fUnds and securities of
Psi, and deposit all such funds in the name ofPsi in such banks, trust companies, or
other depositories as shall be selected by the Board ofDirectors. Except for Petty
Cash funds, all income, cash or checks shall be deposited to the bank the following
workday.
2. Keep at the principal office of Psi or at such other place as the Board may
determine, a book of minutes of all meetings of the Directors, and members, if
applicable, meetings of committees of Directors and Members recording therein the
time and place of holding, whether regular or special, how called, how notice thereof
was given, the names of those present or represented at the meeting and the
proceedings thereof
3,. See that all notices are duly given in accordance with the provisions of these
Bylaws, or as required by law.
4. Be custodian of the records and of the seal of Psi and see that the seal is affixed
to all duly executed documents, the execution of which on behalf of Psi under its seal
is authorized by law or by these Bylaws.
5. Keep at the administrators' office ofPsi a Membership Directory containing the
names and address of each member, and, in the case where any membership as been
terminated, her or she shall record such fact in the membership together with the
date on which such membership ceased.
6. Exhibit at all reasonable times to a Director of Psi, or to his or her agent or
attorney on request therefore, Bylaws, the membership books, and the minutes of the
proceedings ofthe Directors ofPsi.
7. In general, perform all duties incident to the office of Secretary and such other
duties as may be required by law, or by the Articles of Incorporation of Psi, or by
these bylaws, or which may be assigned to him or her from time to time by the
Board ofDirectors.
ARTICLE 7. EXECUTIVE COMMITTEES
Section 1. Committee
1. Psi Applications shall have such Executive Committees as may from time to
time be designated by resolution of the Board of Directors or appointed by the
Chairperson. Such other committees may consist of persons who are not also
members of the Board. Executive Committees shall consist of at least two (2) or
more Officers. All actions taken by the Executive Committee(s) shall be approved
by the Board.
ARTICLE 8. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1. Execution of Instruments
The Board of Directors except as otherwise provided in these Bylaws, may by
resolution authorize any officer or agent ofPsi to enter into any contract or execute
and deliver any instrument in the name of and on behalf of Psi, and authority may be
general or confined to specific instances. Unless so authorized, no officer, agent, or
employee shall have any power or authority to bind Pis by any contract or
engagement or to pledge its credit or to render it liable monetarily for any purpose or
in any amount.
Section 2. Checks and Notes
Except as otherwise specifically deterrmned by resolution of the Board of Directors,
or as otherwise required by law, checks, drafts, promissory notes,
orders for the payment of money, and other evidence of indebtedness of Psi
shall be signed by the Treasurer and counter signed by either the Administrator of
the Chairperson.
Section 3. Gifts
The Board of Directors may accept on behalf of Psi any contribution, gift, bequest,
or devise for the charitable or public purposes ofPsi.
ARTICLE 9. Psi RECORDS, REPORTS AND SEAL
Section1. Directors Inspection Rights
Each and every Director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties Psi.
Section 2 Member's Inspection Rights
Each and every member shall have the following inspection rights, for a purpose
reasonably related to such person's interest as a member ofPsi;.
(1) To inspect the record of all members' names and addresses, at
reasonable times, upon one(l)Psi seek prior to written demand on Psi, which
demand shall state the purpose for which the inspection rights are requested.
(2) To inspect at any reasonable time, the books, records, or minutes of
proceeding of members of the Board or committees of the Board, upon written
demand on Psi by the member for a purpose reasonable related to such person's
interest as a member ofPsi.
Section 3. Annual Report
The Board shall cause an annual report to be furnished not latter than one hundred
twenty (120) days after the close ofPsi's fiscal year to all Directors ofPsi and to any
member who requests in writing, this report shall contain the following information
in appropriate detail.
(1) The assets and liabilities, including the trust funds, ofPsi as of the end
of the fiscal year.
(2) The principal changes in assets and liabilities, including trust funds.
during the fiscal year.
(3) The revenue or receipts of Psi, both unrestricted and restricted to
particular purpose, for the fiscal year.
(4) The expenses or disbursements of Psi, for both general and restricted purposes,
during the fiscal year.
The annual report shall be accompanied by any report thereon of independent
accountants, or if there is no such report, certificate of an authorized officer of Psi
that such statements were prepared without audit from the book and records ofPsi.
ARTICLE 10. FISCAL YEAR
Section 1. Fiscal Year of Psi Applications
The fiscal year of Psi Applications shall begin on July ist to the following June 30th;.
All terms of offices of the Board of Directors and membership used herein are based
on the above defined fiscal year, except for the first term after incorporation to the
following June 30th.
During June and July, newly elected Board members shall work together with the
outgoing Board members for a smooth transition ofPsi Applications business.
ARTICLE 11. BYLAWS
Section 1. Amendment
Subject to any provision of law applicable to the amendment of Bylaws of
California nonprofit corporation, these Bylaws, or any ofthem, may be altered,
amended, or repealed and new Bylaws adopted, as approved by the Board of
Directors and the Members.
ARTICLE 12. PROHTBITIONS AGAINST SHARING
CORPORATE PROFITS AND ASSETS
Section I. Prohibition Against sharing Corporate Profits and Assets
No member, Director, Officer, employee, or other person connected with Psi, or any
private individual , shall receive at any time any of the net earnings or pecuniary
profit from the operations ofPsi, provided however, that this provision shall not
prevent payment to any such person of reasonable c compensation for services
performed for Psi in affecting any of its public or charitable purposes, provided that
such compensation is otherwise permitted by this bylaws and is fixed by resolution of
the Board of Directors; and no such person or person shall be entitled to share in the
distribution of, and shall not receive any ofPsi. All members ofPsi shall be deemed
to have expressly consented and agrees that on such dissolution or winding up of the
affairs o Psi, whether voluntarily or involuntarily, the assets ofPsi, after all debts
have been satisfied, then remaining in the hands of the Board ofDirectors, shall be
distributed as required by the Articles of Incorporation of Psi and not otherwise.
Section 2. Prohibition Against Political and Religious Activities
The Board of Directors shall not permit Psi to participate in, associate itselfwith,
make contributions or donations to, or submit to influences by any politics or
religious activity to any substantial degree. Any activities should be limited to issues
related to the objectives ofPsi. In particular, Psi shall not participate in political
campaign for or against any candidate for public office.
Section 3. Prohibition Against Discrimination
Psi shall admit members without regard to race, sex, creed, color, religion, physical
handicap or national or ethnic origin to all the rights, privileges, programs, and
activities generally accorded or made available to member ofPsi in accordance with
applicable provisions of law which specifically prohibits discrimination; Section 504
Rehabilitation Act 1978 (P.L. 93-112), as amended.
