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Bylaws of the Center for Independent Living

I Principle Office

The principal office for the transaction of the business of the Center for Independent Living is fixed and located at Berkeley, Alameda County, California. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another in this county.

II Membership

Section 1. Members:

There shall be only one class of members of the Center for Independent Living. The members shall be nine (9) in number and shall be those persons from time to time serving as Directors of the Center for Independent Living. Membership shall commence and terminate upon commencement and termination, respectively, of Directorship status.

Section 2. Voting:

Each member of the Center for Independent Living shall be entitled to one vote in all matters on which members are entitled or privileged to vote. Program Directors shall have the right to attend and participate in any meeting of the Board of Directors, but shall not have the right to vote.

Section 3. Meetings:

Because the Board of Directors is comprised of all members of the Center for Independent Living from time to time existing, all meetings of the Board shall also be deemed meetings of the members, and no additional (i.e., beyond that specified in Article III) notice of the time or place of such meetings shall be required. The regular June meeting of the Board shall be deemed to be the annual meeting of the members of the Center for Independent Living.

The transactions of any meeting of the members of the Center for Independent Living, however called and noticed, shall be as valid as though made at a meeting held after regular call and notice if a quorum is present, and if, either before or after the meeting, each of the members not present


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signs a waiver of notice, or a consent to holding this meeting, or an approval of the minutes of the meeting. All the waivers, consents, or approvals shall be filed with the corporate records or be made a part of the minutes of the meeting.

Section 4. Quorum:

A quorum for any meeting of the members shall consist of a two-thirds (2/3) majority of the members then holding office.

Section 5. Liabilities of Members:

No person who is now, or who later becomes a member of the Center for Independent Living shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of the Center for Independent Living shall look only to the assets of the Center for Independent Living for payment.

III Board of Directors

Section 1. Number and Classes of Directors:

The Board of Directors shall consist of nine (9) members, who shall be divided into three (3) classes as follows:

(a) Three (3) Directors shall be elected by and from the paid staff of the Center for Independent Living as follows: One member shall be elected by and from the administrative staff, who shall include program directors, assistant program directors, and all other staff members whose job titles include the words "director" or "administrator," provided however that the person so elected shall not be a program director. Two (2) members shall be elected by and from the non-administrative staff, who shall include all staff other than the administrative staff, of the Center for Independent Living.

(b) Three (3) Directors shall be elected by and from the clientele of the Center for Independent Living. No person employed in any capacity by the corporation shall be considered, for the purposes of this section, to be part of the clientele.

(c) Three (3) Directors shall be elected by the clientele and staff of the Center for Independent Living. These members shall be selected on the basis of their interest in and capacity to give assistance to the corporation. They may be clients of the Center for Independent Living, but no person who is on the staff of the corporation shall be elected to serve as a Director pursuant to this section.

Section 2. Election of Directors:

Election of Directors shall be held every year commencing at the first regular September meeting of the Board of Directors following the operation of the first community service center for at least six (6) months. All clientele and staff of the Center for Independent Living shall be notified in writing at least one (1) month in advance of the election. Enclosed with this letter of notification, shall be copies of the appropriate bylaws relating to the nomination and qualifications of candidates. Eligible voters shall cast written ballots during a twelve hour period commencing at 8:00 a.m., at the specified location(s) as specified in the election notification, on the regular election day.


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Eligible voters physically unable to mark the ballot may designate a person to accompany them to the polling place and mark the ballot in their presence. Absentee ballots will be mailed to eligible voters so requesting at least two weeks before the election, and will be counted if postmarked on or before midnight of the date of the scheduled election.

Section 3. Term of Directors:

All Directors shall be elected to hold office for a term of two (2) years, except that beginning with the first election of members of the Board, five Directors shall be elected to serve one year terms and four Directors shall be elected to serve two year terms. The initial terms shall be selected by the Board of Directors by lot, provided that those Directors who serve the initial two year terms shall include two Directors who are indicated in Section 1(c), one Director who is indicated in Section 1(a), and one Director who is indicated in Section 1(b). Each year, following the first election, the number of Directors to be elected shall equal the number of Directors whose terms are expiring.

Section 4. Qualifications of Electors:

Any person currently employed in any capacity by the Center for Independent Living for a period of at least two (2) months shall be eligible to vote as specified in Section 1 above. Clientele eligible to vote in the scheduled election shall be defined as any disabled or blind person who has visited the premises of a Center for Independent Living services organization or who has been visited by a staff member of one of the service organizations, and has received direct services during a period of two to six months prior to the date of a regular election to the extent that a record is on file of at least the following information: his/her name, address, and disability type. Such clientele will be eligible to vote.

Section 5. Nomination of Candidates:

Candidates for the office of Director by and from the full time and part time staff shall be considered nominated if a petition signed by the nominee and one other staff member is received by the Secretary/Treasurer one (1) week in advance of the election. Candidates for the office of Director by and from the clients shall be considered nominated if a petition signed by five (5) clients is received by the Secretary/Treasurer one (1) week in advance of the election. All other candidates for the office of Director shall be considered nominated if a petition signed by five (5) clients and one (1) staff member is received by the Secretary/Treasurer one (1) week in advance of the election.

Section 6. Initial Directors:

Notwithstanding any other provisions of these Bylaws, the initial Board of Directors shall consist of eleven (11) members, nine of whom shall be chosen by a majority vote of the Incorporators of the corporation and two of whom shall be chosen by majority vote of the nine Directors. The initial Directors shall serve as such until the first election of Directors pursuant to Section 2 above.

Section 7. Vacancies:

Whenever the number of Directors shall for any reason be less than the authorized number, the vacancy may be filled by two thirds (2/3) vote of the remaining Directors for the remainder of the term of the Directorship so vacated,


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provided, however, that if such term exceeds one year in length or if a vacancy exists for a period of four months, a special election shall be held to fill the remaining balance of the term. Any person appointed or designated to fill a vacancy pursuant to this section must meet the requirements of Section 1 above.

Section 8. Removal:

A Director may be removed from office, for cause, by the vote of two thirds (2/3) of the Directors then holding office. Any Director who no longer meets the qualifications of Section 1 above shall be considered immediately removed.

Section 9. Place of Meeting:

Regular meetings of the Board of Directors shall be held at any place basically accessible to people confined to wheelchairs, within or without the state, that has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of this designation regular meetings shall be held at the principal office of the corporation. Special meetings of the Board may be held either at a place designated or at the principal office.

Section 10. Organization Meeting:

Within seven days following each regular September election of the Board, the newly constituted Board shall hold organizational meeting for the purposes of organizing and also transacting any other business which may come before it. Notice of such organizational meeting shall be given to all Board members within at least twenty-four hours before the meeting.

Section 11. Other Regular Meetings:

Other regular meetings of the Board of Directors shall be held without call on the first Monday of each March, June, September, and December at 7:30 o'clock p.m. Should such a day fall on a legal holiday, then the meeting shall be held at the same time on the next day that is not a legal holiday. No notice need be given of any regular meeting.

Section 12. Special Meetings:

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Center for Independent Living or by any four Directors.

Written notice of the time and place of special meetings shall be delivered personally to each Director or sent to each Director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown on the records of the corporation, or if it is not so shown on the records or is not readily ascertainable, at the place at which the meetings of the Directors are regularly held. The notice shall be mailed at least one (1) week before the time of the holding of the meeting.

The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though made at a meeting held after regular call and notice, if a quorum is present and if either before or after the meeting each of the Directors not present signs a written waiver of notice or a consent to hold the meeting or an approval of the minutes. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.


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Section 13. Quorum:

A quorum for any meeting of the Board shall consist of a two-thirds (2/3) majority of the members then holding office.

Section 14. Powers of Directors:

Subject to limitations of the articles of incorporation, other sections of the bylaws, and of California law, all corporate powers of the Center for Independent Living shall be exercised by or under the authority of, and the business and affairs of the Center for Independent Living shall be controlled by, the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers:

(a) To select and remove all the other officers, agents, and employees of the service organizations sponsored by the Center for Independent Living, prescribe such powers and duties for them as may not be inconsistent with law, the articles of incorporation, or the bylaws, fix their compensation, and require from them security for faithful service.

(b) To conduct, manage, and control the affairs and business of the Center for Independent Living and to make rules and regulations not inconsistent with law, the articles of incorporation, or the bylaws.

(c) To borrow money and incur indebtedness for the purposes of the Center for Independent Living, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities.

Section 15. Action Without a Meeting:

Any action by the Board of Directors may be taken without a meeting if all Directors individually or collectively consent in writing to this action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 16. Compensation:

The Directors shall receive no compensation for their services as Directors.

IV Officers

Section 1. Officers:

The officers of the Center for Independent Living shall be a Chairman, Secretary/Treasurer, and such other officers as the Board of Directors may appoint. One person, other than the Chairman, may hold more than one of these offices. Officers need not at the time of their appointment, be members of the Board of Directors.

Section 2. Appointment/Election:

The Board of Directors shall elect by majority vote all officers of the


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Center for Independent Living. The term of each appointed officer shall be as determined by the Board of Directors, and need not be the same for all officers.

Section 3. Vacancies:

A vacancy in any office of the Center for Independent Living because of death, resignation, removal, disqualification, or otherwise shall be filled by appointment by the Board of Directors.

Section 4. Chairman:

Subject to the control of the Board of Directors, the Chairman shall have general supervision, direction, and control of the business and affairs of the Center for Independent Living. He shall preside at all meetings of the members.

Section 5. Secretary/Treasurer:

The Secretary/Treasurer shall keep a full and complete record of the proceedings of the members and the Board of Directors, shall keep the seal of the corporation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the Center for Independent Living, and shall discharge such other duties of the office as prescribed by the Board of Directors. He shall receive and safely keep all funds of the Center for Independent Living and deposit them in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the Center for Independent Living signed by the Chairman, Treasurer/Secretary, or by such Directors as may be designated by the Board of Directors as authorized to sign them. The Secretary/Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 6. Miscellaneous:

The Chairman, or the Secretary/Treasurer or such other officers and Directors as the Board of Directors may select for that purpose, are authorized to vote, represent, and exercise on behalf of the Center for Independent Living all rights incident to any and all voting securities of any other corporation or corporations standing in the name of the Center for Independent Living. The authority granted in these bylaws to the officers or Directors to vote or represent the Center for Independent Living arising from any voting securities held by the Center for Independent Living in any other corporation or corporations may be exercised either by the officers or Directors in person or by any person authorized so to do by proxy or power of attorney granted by a two-thirds (2/3) majority vote of the Directors.

V Service Program Director(s)

Section 1. Powers of Service Program Director(s)

The program director(s) of the service organization(s) sponsored by the Center for Independent Living shall be responsible for the general functioning


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of their particular service organization, selecting and removing employees, and prescribing such powers and duties for them as may not be inconsistent with law. The authority granted to the service program director(s) in these bylaws is subject to the discretion of the Board of Directors, which retains final authority over the service program director(s)' actions.

VI Amendment of Bylaws

These bylaws may be amended or repealed and new bylaws adopted by the vote of a two-thirds (2/3) majority of the members of the Board of Directors present at any duly called and constituted Directors' meeting, except that a bylaw fixing or changing the number of Directors may be adopted, amended, or repealed only by the vote or written consent of a two-thirds (2/3) majority of the members of the Board of Directors.