Amended and Restated Bylaws of American Herbalists Guild (2021)

Table of Contents

ARTICLE 1 – OFFICES 1
1.1. PRINCIPAL OFFICE 1
1.2. OTHER OFFICES 1

ARTICLE 2 – PURPOSES 1
2.1. OBJECTIVES AND PURPOSES 1

ARTICLE 3 – MEMBERS 1
3.2. QUALIFICATION AND CLASSES OF MEMBERSHIP 1
3.3. RIGHTS OF MEMBERSHIP 2
3.4. MEMBERS’ DUES, FEES AND ASSESSMENTS 2
3.5. MEMBERS IN GOOD STANDING 2
3.6. RESIGNATION, EXPIRATION AND SUSPENSION OF MEMBERSHIP 2
3.7. TERMINATION OF MEMBERSHIP 3
3.8. PROCEDURES FOR TERMINATION AND SUSPENSION OF MEMBERSHIP 3
3.9. TRANSFER OF MEMBERSHIP 4
3.10. MEETINGS OF MEMBERS 4
3.11. SPECIAL MEETINGS 4
3.12. NOTICE OF MEETINGS 4
3.13. QUORUM. 6
3.14. VOTING 6
3.15. WAIVER OF NOTICE 7
3.16. ACTIONS BY UNANIMOUS WRITTEN CONSENT 7
3.17. ACTION BY WRITTEN BALLOT 7
3.18. RECORD DATE 8
3.19. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS 9

ARTICLE 4 – DIRECTORS, ELECTION AND REMOVAL 9
4.1. POWERS 9
4.2. NUMBER 9
4.3. QUALIFICATION 9
4.4. ELECTION AND TERM OF OFFICE OF DIRECTORS 9
4.5. NOMINATIONS 10
4.6. REMOVAL OF DIRECTORS 10
4.7. VACANCIES 10

ARTICLE 5 – DIRECTOR DUTY OF CARE AND CONDUCT 11
5.1. DUTY OF CARE AND LOYALTY 11
5.2. GENERAL DUTIES 12
5.3. RESTRICTION REGARDING INTERESTED DIRECTORS 12
5.4. SELF‐DEALING 13
5.5. MUTUAL DIRECTORS 13
5.6. COMPENSATION 13
5.7. LOANS TO OFFICERS OR DIRECTORS 14
5.8. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS 14
5.9. NON‐LIABILITY OF DIRECTORS 14
5.10. INSURANCE FOR CORPORATE AGENTS 14
5.11. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS
14
5.12. EMERGENCY POWERS 17

ARTICLE 6 – MEETINGS OF THE BOARD 18
6.1. REGULAR AND ANNUAL MEETINGS 18
6.2. SPECIAL MEETINGS 18
6.3. MINUTES 18
6.4. PLACE OF MEETINGS 18
6.5. NOTICE OF MEETINGS 19
6.6. CONTENTS OF NOTICE 20
6.7. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS 20
6.8. QUORUM FOR MEETINGS 20
6.9. MAJORITY ACTION AS BOARD ACTION 20
6.10. CONDUCT OF MEETINGS 21
6.11. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING 21

ARTICLE 7 – OFFICERS 22
7.1. NUMBER OF OFFICERS 22
7.2. QUALIFICATION 22
7.3. ELECTION AND TERM OF OFFICE 22
7.4. SUBORDINATE OFFICERS 22
7.5. REMOVAL AND RESIGNATION 22
7.6. VACANCIES 23
7.7. DUTIES OF CHAIR OF THE BOARD 23
7.8. DUTIES OF VICE CHAIR 23
7.9. DUTIES OF SECRETARY 23
7.10. DUTIES OF TREASURER 24
7.11. EXECUTIVE DIRECTOR 25
7.12. COMPENSATION 25

ARTICLE 8 – COMMITTEES 25
8.1. COMMITTEES 25
8.3. AUDIT COMMITTEE 26
8.4. MEETINGS AND ACTIONS OF COMMITTEES 27
8.5. ADVISORY COMMITTEES 27

ARTICLE 9 – REGIONAL CHAPTERS 27
9.1. REGIONAL CHAPTERS 27

ARTICLE 10 – EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS 28
10.1. EXECUTION OF INSTRUMENTS 28
10.2. CHECKS AND NOTES 28
10.3. DEPOSITS 28
10.4. GIFTS 28
10.5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS 28

ARTICLE 11 – CORPORATE RECORDS, REPORTS AND SEAL 29
11.1. MAINTENANCE OF CORPORATE RECORDS 29
11.2. CORPORATE SEAL 29
11.3. DIRECTORS’ INSPECTION RIGHTS 29
11.4. MEMBERS’ INSPECTION RIGHTS 29
11.5. ANNUAL REPORT 30
11.6. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS 31

ARTICLE 12 – MISCELLANEOUS PROVISIONS 31
12.1. FISCAL YEAR OF THE CORPORATION 31
12.2. AMENDMENT OF BYLAWS 31
12.3. AMENDMENT OF ARTICLES OF INCORPORATION 33
12.4. CONSTRUCTION AND DEFINITIONS 33

Amended and Restated Bylaws of
AMERICAN HERBALISTS GUILD
a California Nonprofit Public Benefit Corporation

ARTICLE 1
OFFICES

1.1. PRINCIPAL OFFICE
The Corporation may have a principal office at which it shall maintain its official records and transact
other business. The principal office shall be located at a place as determined by the Board of Directors in
or outside the State of California.
1.2. OTHER OFFICES
The Corporation may also have other offices in and outside of California as the Board of Directors may
determine.

ARTICLE 2
PURPOSES

2.1. OBJECTIVES AND PURPOSES
The primary purpose of this Corporation is as set forth in the Corporation’s Articles of Incorporation. The
Corporation’s purposes may be amended exclusively by an amendment to the Articles of Incorporation
as set forth in Section 12.3.1.

ARTICLE 3
MEMBERS

3.1. MEMBERSHIP GENERALLY
The Corporation shall have two classes of voting members, General Members and Registered Herbalist
Members; and one class of non‐voting members, Supporting Members. The term “member” as used
herein shall refer only to the voting members (i.e., General and Registered Herbalist Members).
3.2. QUALIFICATION AND CLASSES OF MEMBERSHIP
3.2.1. General Members consist of individuals who are herb enthusiasts and includes students who are
currently enrolled in an herbal training program. General Members are eligible to serve on the
Board of Directors subject to the required qualification listed in Section 4.3 and have voting
rights as defined under the California Nonprofit Public Benefit Corporation Law (the “Nonprofit
Law”). Any person who submits a validly completed membership application and pays annual
dues as determined from time to time by the Board shall be a General Member.
3.2.2. Registered Herbalist Members are herbalists who have undergone rigorous, demonstrable
training and clinical practice in the herb field that meets criteria set by the Board from time to
time. Acceptance as a Registered Herbalist Member is subject to peer review by an admissions
advisory committee and Board approval. Registered Herbalist Members are eligible to serve on
the Board subject to the required qualification listed in Section 4.3, have voting rights as defined
under the Nonprofit Law, and are authorized to use the designations “Registered Herbalist,” “RH
(AHG),” or “Registered Herbalist Member of the American Herbalists Guild.”
3.2.3. Supporting Members consist of schools or business entities that wish to support the
Corporation. Any organization that submits a validly completed membership application and
pays annual dues as determined from time to time by the Board shall be a Supporting Member.
Membership earns a Supporting Member the right to promote itself as a “Supporter of the
American Herbalists Guild” and confers other benefits as may be determined from time to time
by the Board. However, Supporting Members are not eligible to serve on the Board and do not
have voting rights as defined under the Nonprofit Law.
3.3. RIGHTS OF MEMBERSHIP
All members in good standing shall have the right to vote, as set forth in these bylaws, on the election of
directors, the disposition of all or substantially all of the assets of the Corporation, any merger and its
principal terms and any amendment of those terms, and any election to dissolve the Corporation. In
addition, those members shall have all rights afforded members under the Nonprofit Law. If the
Corporation is dissolved, all assets, exclusive of those held in charitable trust, remaining after payment
or provision for payment of the obligations and debts of the Corporation, and provision for any other
payment required under applicable law, shall be distributed to a charitable organization recognized as
exempt from taxation under Section 501(c)(3) of the Internal Revenue Code that serves or provides
educational or recreation services.
3.4. MEMBERS’ DUES, FEES AND ASSESSMENTS
Each member must pay, within the time and on the conditions set by the Board, the dues, fees and
assessments in amounts to be fixed from time to time by the Board. The amount of those dues and/or
fees may be different for different classes of members.
3.5. MEMBERS IN GOOD STANDING
A member is considered to be in good standing when they:
3.5.1. Have paid the required dues, fees and assessments in accordance with these bylaws;
3.5.2. Have not acted in bad faith, or engaged in malfeasance or in a manner that has otherwise
damaged the mission of the Corporation;
3.5.3. Have not conducted herself or himself in a manner clearly in violation of the core mission of the
Corporation; and
3.5.4. Have not willfully, repeatedly, or grossly violated the Corporation’s Code of Ethics, as such Code
is defined by the Board.
3.6. RESIGNATION, EXPIRATION AND SUSPENSION OF MEMBERSHIP
3.6.1. A member may resign from membership at any time; provided, however, that resignation from
membership shall not relieve the resigning member from any obligation for dues, assessments,
fees,
charges incurred, and services or benefits actually rendered or assessed prior to the date of
resignation and shall not entitle the resigning member to any refund of dues, fees or charges
previously paid.
3.6.2. A membership issued for a period of time shall expire when such period of time has elapsed
unless the membership is renewed.
3.6.3. A membership may be suspended:
3.6.3.1. If the Board has established terms and conditions for suspension of memberships; and
3.6.3.2. A member has requested suspension of membership under those terms and conditions.
A person or organization whose membership is suspended shall not be a member during the
period of suspension, but shall be obligated to pay all dues, fees and assessment coming due
during the period of suspension.
3.7. TERMINATION OF MEMBERSHIP
A membership shall terminate on occurrence of any of the following events:
3.7.1. The member’s failure to pay dues, fees or assessments as set by the Board within 30 days after
they are due and payable;
3.7.2. Any event that renders the member ineligible for membership, or failure to satisfy membership
qualifications;
3.7.3. Upon a member’s death; or
3.7.4. Termination of membership under Section 3.8 of this Article based on the good faith
determination by the Board, or a committee or person authorized by the Board to make such a
determination, that the member has failed in a material and serious degree to observe the rules
of conduct of the Corporation, or has engaged in conduct materially and seriously prejudicial to
the Corporation’s purposes and interests.
3.8. PROCEDURES FOR TERMINATION AND SUSPENSION OF MEMBERSHIP
If grounds appear to exist for suspending or terminating a member under Section 3.7 of this Article, the
following procedure shall be followed:
3.8.1. The Board shall give the member at least 15 days’ prior notice of the proposed suspension or
termination and the reasons for the proposed suspension or termination. Notice shall be given
by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent
by first‐class or registered mail to the member’s last address as shown on the Corporation’s
records.
3.8.2. The member shall be given an opportunity to be heard, either orally or in writing, at least five
days before the effective date of the proposed suspension or termination. The hearing shall be
held, or the written statement considered, by the Board or by a committee or person authorized
by the Board to determine whether the suspension or termination should occur.
3.8.3. The Board, committee or person shall decide whether the member should be terminated,
expelled, sanctioned, or suspended in any way. The decision of the Board, committee or person
shall be final.
3.8.4. Any action challenging a suspension, termination, or expulsion of membership, or a sanction,
including a claim alleging defective notice, must be commenced within one year after the date of
the suspension, termination, expulsion, or sanction.
3.8.5. Notwithstanding anything to the contrary, the Board may adopt rules that immediately suspend
a member’s rights of membership if such member violates the statutory or constitutional rights
of members or violates any other rule adopted by the Board necessary for the proper operation
of the facility. Following such suspension, the Board shall comply with the notice and hearing
provisions of this Section 3.8.
3.9. TRANSFER OF MEMBERSHIP
No membership or right arising from membership shall be transferred.
3.10. MEETINGS OF MEMBERS
3.10.1. An annual members’ meeting (“Annual General Meeting”) shall be held in the fourth quarter of
each calendar year at a date, time and place to be determined by the Board. At the Annual
General Meeting, any proper business may be transacted, subject to Section 3.12 of this Article.
3.11. SPECIAL MEETINGS
3.11.1. The Board, the Chair of the Board, or five percent or more of the voting power of the members,
may call a special members’ meeting for any lawful purpose at any time.
3.11.2. A special members’ meeting called by any person entitled to call a meeting (other than the
Board) shall be called by written request, specifying the general nature of the business proposed
to be transacted, and submitted to the Chair, the Vice Chair or the Secretary of the Corporation.
The officer receiving the request shall cause notice to be given promptly to the members entitled
to vote, stating that a meeting will be held at a specified time and date fixed by the Board;
provided, however, that the meeting date shall be at least 35 days but no more than 90 days
after receipt of the request. If the notice is not given within 20 days after the request is received,
the person or persons requesting the meeting may give the notice. Nothing in this Section shall
be construed as limiting, fixing or affecting the time at which a members’ meeting may be held
when the meeting is called by the Board.
3.11.3. No business other than the business that was set forth in the notice of the meeting may be
transacted at a special meeting.
3.12. NOTICE OF MEETINGS
3.12.1. Whenever members are required or permitted to take any action at a meeting, a written notice
of the meeting shall be given to each member entitled to vote at that meeting. The notice shall
specify the place, date and time of the meeting. For the annual meeting, the notice shall state
the matters that the Board, at the time notice is given, intends to present for action by the
members. For a special meeting, the notice shall state the general nature of the business to be
transacted and shall
state that no other business may be transacted. The notice of any meeting at which directors are
to be elected shall include the names of all persons who are nominees when notice is given.
3.12.2. Approval by the members of any of the following proposals, other than by unanimous approval
of those entitled to vote, is valid only if the notice or written waiver of notice states the general
nature of the proposal or proposals:
3.12.2.1. Removing a director without cause;
3.12.2.2. Filling vacancies on the Board;
3.12.2.3. Amending the Articles of Incorporation;
3.12.2.4. Electing to wind up and dissolve the Corporation;
3.12.2.5. Approving a contract or transaction between the Corporation and one or more
directors, or between the Corporation and any organization in which a director has a
material financial interest; or
3.12.2.6. Approving a plan of distribution of assets, other than money, not in accordance with
liquidation rights or any class or classes as specified in the Articles or bylaws, when
the Corporation is in the process of winding up.
3.12.3. Notice of any members’ meeting shall be in writing and shall be given at least 10 but no more
than 90 days before the meeting date (except in the case of a special meeting, in which case any
contrary provisions specified in Section 3.11.2 of this Article shall prevail). The notice shall be
given either personally, or by first‐class, registered, or certified mail, electronic transmission
(pursuant to Section 3.12.4, below), or by other means of written communication, charges
prepaid, and shall be addressed to each member entitled to vote, at the address of that member
as it appears on the books of the Corporation or at the address given by the member to the
Corporation for purposes of notice. If no address appears on the Corporation’s books and no
address has been so given, notice shall be deemed to have been given if either:
3.12.3.1. Notice is sent to that member by first‐class mail or telegraphic or other written
communication to the Corporation’s principal office, or
3.12.3.2. Notice is published at least once in a newspaper of general circulation in the county
in which the principal office is located.
3.12.4. Notice may be given by electronic transmission (including, without limitation, by facsimile or
electronic mail (e‐mail) only if the:
3.12.4.1. Recipient has provided an unrevoked consent to the use of those means of
transmission for communications from the Corporation;
3.12.4.2. Posting or delivery of the electronic transmission is made in such a way that it
creates a record that is capable of retention, retrieval, and review, and that may
thereafter be rendered into a clearly legible tangible form; and
3.12.4.3. Electronic transmission is preceded by or includes a clear written statement to the
recipient as to:
3.12.4.3.1. Any right of the recipient to have the record provided or made available
on paper or in nonelectronic form,
3.12.4.3.2. Whether the consent applies only to that transmission, to specified
categories of communications, or to all communications from the
Corporation, and
3.12.4.3.3. The procedures the recipient must use to withdraw the consent.
3.12.5. An affidavit of mailing of any notice of any members’ meeting, or of the giving of such notice by
other means, may be executed by the Secretary, Assistant Secretary, or any transfer agent of the
Corporation, and if so executed, shall be filed and maintained in the Corporation’s minute book.
3.12.6. Notice may not be given to a member by electronic transmission if either:
3.12.6.1. The Corporation is unable to deliver two consecutive notices to the member by that
means, or
3.12.6.2. The inability to so deliver notices to the member becomes known to the Secretary,
any Assistant Secretaries, or any other person responsible for giving notice.
3.13. QUORUM
3.13.1. The members present at a duly held meeting of members shall constitute a quorum for the
transaction of business.
3.13.2. Attendance and voting by proxy are prohibited.
3.14. VOTING
3.14.1. Subject to the Nonprofit Law, all members in good standing on the record date as determined
under Section 3.5 of this Article shall be entitled to vote at any members’ meeting.
3.14.2. Each member entitled to vote may cast one vote on each matter submitted to a vote of members.
3.14.3. Voting may be by voice or by ballot, except that any election of directors must be by ballot if
demanded before the voting begins by any member eligible to vote at the meeting. The Board
may provide for members to vote by ballot via facsimile, electronic mail (i.e., e‐mail) or
electronic message board or network, but only as follows:
3.14.3.1. Members may vote via facsimile or e‐mail when their facsimile or email is directed
to the facsimile number or e‐mail address, respectively, that the Corporation has
provided from time‐to‐time to members for sending such communications to the
Corporation.
3.14.3.2. Members may vote via electronic message board or network that the Corporation
has designated for those communications, and which transmission shall be validly
delivered upon the posting.
3.14.3.3. Voting via facsimile, e‐mail, electronic message board and network shall only be
permitted and valid if the Corporation has placed in effect reasonable measures to
verify that the sender is the member purporting to send the transmission and that
creates a record that is capable of retention, retrieval, and review, and that may
thereafter be rendered into clearly legible tangible form.
3.14.4. If a quorum is present, the affirmative vote of a majority of the voting power represented at the
meeting, entitled to vote, and voting on the matter, shall be deemed the act of the members
unless the vote of a greater number is required by the Nonprofit Law, these bylaws, or the
Articles of Incorporation.
3.15. WAIVER OF NOTICE
3.15.1. The transaction of any members’ meeting, however called or noticed and wherever held, shall
be as valid as though taken at a meeting duly held after standard call and notice if:
3.15.1.1. a quorum is present, and
3.15.1.2. either before or after the meeting, each member entitled to vote signs a written
waiver of notice, a consent to the holding of the meeting, or an approval of the
minutes of the meeting. The waiver of notice, consent or approval need not specify
either the business to be transacted or the purpose of the meeting except that, if
action is taken or proposed to be taken for approval of any matter specified in
Section 3.12.2 of this Article, the waiver of notice, consent or approval shall state the
general nature of the proposal. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
3.15.2. A member’s attendance at a meeting shall constitute a waiver of notice of that meeting unless
the member objects at the beginning of the meeting to the transaction of any business because
the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any
right to object to the consideration of matters required to be included in the notice of the
meeting but not so included, if the objection is expressly made at the meeting.
3.16. ACTIONS BY UNANIMOUS WRITTEN CONSENT
Any action required or permitted to be taken by the members may be taken without a meeting if all
members consent in writing to the action. The written consent or consents shall be filed with the
minutes of the meeting. The action by written consent shall have the same force and effect as a
unanimous vote of the members.
3.17. ACTION BY WRITTEN BALLOT
3.17.1. This Corporation shall distribute one written ballot to each member entitled to vote on the
matter. The ballots shall be mailed or delivered in the manner required by Section 3.12.3 of this
Article. All solicitations of votes by written ballot shall:
3.17.1.1. State the number of responses needed to meet the quorum requirement;
3.17.1.2. State, with respect to ballots other than for election of directors, the percentage of
approvals necessary to pass the measure or measures; and
3.17.1.3. Specify the time by which the ballot must be received in order to counted.
3.17.2. Each ballot so distributed shall:
3.17.2.1. Set forth the proposed action;
3.17.2.2. Give the members an opportunity to specify approval or disapproval of each
proposal; and
3.17.2.3. Provide a reasonable time in which to return the ballot to the Corporation.
3.17.3. If approved by the Board, any ballot that is sent by electronic transmission may be returned to
the Corporation by the same means.
3.17.4. If the Corporation has 100 or more members, any written ballot distributed to 10 or more
members shall afford an opportunity on the written ballot form to specify a choice between
approval and disapproval of each matter or group of related matters intended to be acted upon
at the meeting or by such written ballot. In addition, it shall provide (subject to reasonable
specified conditions) that where the person solicited specifies a choice with respect to any such
matter the vote shall be cast in accordance therewith.
3.17.5. In any election of directors, a written ballot that a member marks “withhold” or otherwise
marked in a manner indicating that authority to vote is withheld, shall not be voted either for or
against the election of a director.
3.17.6. Approval by written ballot shall be valid only when:
3.17.6.1. The number of votes cast by ballot (including ballots that are marked “withhold” or
otherwise indicate that authority to vote is withheld) within the time specified
equals or exceeds the quorum required to be present at a meeting authorizing the
action; and
3.17.6.2. The number of approvals equals or exceeds the number of votes that would be
required for approval at a meeting at which the total number of votes cast was the
same as the number of votes cast by written ballot without a meeting.
3.17.7. A written ballot may not be revoked.
3.17.8. All written ballots shall be filed with the Secretary of the Corporation and maintained in the
corporate records for at least four years.
3.18. RECORD DATE
3.18.1. For purposes of establishing the members entitled to receive notice of any meeting, entitled to
vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any
lawful action, the Board of Directors may, in advance, fix a record date. The record date so fixed
for:
3.18.1.1. Sending notice of a meeting shall be no more than 90 nor less than 10 days before
the date of the meeting; provided, however, that in the case of a special meeting,
any contrary provisions specified in Section 3.11.2 of this Article shall prevail.
3.18.1.2. Voting at a meeting shall be no more than 60 days before the date of the meeting;
3.18.1.3. Voting by written ballot shall be no more than 60 days before the day on which the
first written ballot is mailed or solicited; and
3.18.1.4. Taking any other action shall be no more than 60 days before that action.
3.18.2. If not otherwise fixed by the Board, the record date for determining members entitled to receive
notice of a members’ meeting shall be the next business day preceding the day on which notice
is given or, if notice is waived, the next business day preceding the day on which the meeting is
held. If not otherwise fixed by the Board, the record date for determining members entitled to
vote at the meeting shall be the day on which the meeting is held.
If not otherwise fixed by the Board, the record date for determining members entitled to vote by
written ballot shall be the day on which the first written ballot is mailed or solicited.
If not otherwise fixed by the Board, the record date for determining members entitled to
exercise any rights with respect to any other lawful action shall be the date on which the Board
adopts the resolution relating to that action, or the 60th day before the date of that action,
whichever is later.
For purposes of Section 3.18 of this Article, a person holding a membership at the close of
business on the record date shall be a member of record.
3.19. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
Any members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the
vote of the majority of the members represented at the meeting. No meeting may be adjourned for
more than 45 days. When a members’ meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which adjournment is taken. If after 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. At the adjourned meeting the
Corporation may transact any business that might have been transacted at the original meeting.

ARTICLE 4
DIRECTORS, ELECTION AND REMOVAL

4.1. POWERS
The Corporation shall have a Board of Directors (referred to, in these bylaws, as the “Board”). The
activities and affairs of the Corporation shall be conducted and all corporate powers shall be exercised by
or under the direction of the Board, acting as a body. The Board may delegate the management of the
activities of the Corporation to any person or persons, management company, or committee however
composed, provided that the activities and affairs of the Corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the Board.
4.2. NUMBER
The Board shall have not less than eight directors nor more than 12 directors composed primarily of
Registered Herbalist Members, with at least two directorships reserved for General Members. The
precise number of authorized directors shall be set within these limits by an affirmative vote of a
majority of the directors then in office.
4.3. QUALIFICATION
In order to be eligible to serve on the Board, an individual must have been a member of the Corporation
in good standing for two consecutive years.
4.4. ELECTION AND TERM OF OFFICE OF DIRECTORS
4.4.1. Directors shall be elected to terms of two years. The membership vote shall take place each year
within 60 days of the Annual Symposium, with directors’ terms staggered such that half of the
number of authorized directors will be elected in even‐numbered years and half elected in oddnumbered
years, with terms to commence January 1 of the succeeding year.
4.4.2. Notwithstanding, the number of directors designated for each term shall be equal or as equal as
possible if the number of authorized directors is not evenly divisible by two.
4.4.3. If any directors have not been elected during the membership vote held pursuant to Section
4.4.1 to fill those terms that expire at 11:59 p.m. December 31 of that same year, they may be
elected at a special meeting held for that purpose (which need not be the exclusive purpose of
that meeting).
4.4.4. Each director, including a director elected to fill a vacancy or elected at a special meeting, shall
hold office until expiration of the term for which elected and until a successor has been elected
and qualified.
4.5. NOMINATIONS
4.5.1. The Chair of the Board shall appoint a committee to nominate qualified candidates for election
to the Board at least 75 days before the date of any election of directors. The nominating
committee shall make its report at least 45 days before the date of the election, or at such other
time as the Board may set, and the Secretary shall forward to each member, with the notice of
meeting required by these bylaws, a list of all candidates nominated by committee.
4.5.2. When a meeting is held for the election of directors, any member present at the meeting may
place names in nomination.
4.5.3. The Board shall formulate procedures that allow a reasonable opportunity for a nominee to
communicate to members the nominee’s qualifications and the reasons for the nominee’s
candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable
opportunity for all members to choose among the nominees.
4.5.4. No corporate funds may be expended to support a nominee without the Board’s authorization.
4.6. REMOVAL OF DIRECTORS
4.6.1. The Board may declare vacant the office of a director who has been declared of unsound mind
by a final order of court, or convicted of a felony, or been found by a final order or judgment of
any court to have breached any duty under section 5230 and following of the California
Nonprofit Corporation Law (the “Nonprofit Law”).
4.6.2. A director may be removed without cause by the vote of a majority of the directors then in office.
4.7. VACANCIES
4.7.1. Vacancies on the Board shall exist:
4.7.1.1. On the death or resignation of any director;
4.7.1.2. Whenever the number of authorized directors is increased;
4.7.1.3. Upon a failure of the members, at any members’ meeting at which any director or
directors are to be elected, to elect the number of directors required to be elected at
that meeting;
4.7.1.4. On the vote of the members or, if the Corporation has fewer than 50 members, the vote
of a majority of all members, to remove any director(s); or
4.7.1.5. On the declaration by Board resolution of a vacancy in the office of a director who has
been declared of unsound mind by a final order of court, or convicted of a felony, or
been found by a final order or judgment of any court to have breached any duty under
Section 5230 et seq. of the Nonprofit Law.
4.7.2. Any director may resign effective upon giving written notice to the Chair, the Secretary, or the
Board. Any such resignation shall take effect at the date of receipt of such notice or at any later
date specified therein. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. No director may resign if such resignation will leave
the Corporation without at least one duly elected director in charge of its affairs except upon
notice to the Attorney General of the State of California.
4.7.3. A reduction of the number of authorized directors shall be effective only upon the expiration of
the then‐current directors’ terms of office or upon the occurrence of any other vacancy in the
Board, unless the reduction or the amendment also provides for the removal of one or more
specified directors.
4.7.4. Except for a vacancy created by the removal of a director by the members, vacancies on the
Board may be filled by approval of the Board or, if the number of directors then in office is less
than a quorum, by:
4.7.4.1. The unanimous written consent of the directors then in office;
4.7.4.2. The affirmative vote of a majority of the directors then in office at a meeting held
pursuant to notice or a waiver of notice complying with this Article of these bylaws; or
4.7.4.3. A sole remaining director.
4.7.5. A person elected to fill a vacancy as provided by this Section shall hold office until the next
election of the Board or until their death, resignation or removal from office.

ARTICLE 5
DIRECTOR DUTY OF CARE AND CONDUCT

5.1. DUTY OF CARE AND LOYALTY
5.1.1. It is the obligation of each director of the Corporation to perform their duties in good faith, in a
manner such director believes to be in the best interests of the Corporation, and with such care,
including reasonable inquiry, as an ordinarily prudent person in a like position would use under
similar circumstances. This obligation extends to all activities a director performs in that capacity
including, without limitation, duties as a member of any committee of the Board on which a
director may serve.
5.1.2. In the administration of the powers to make and retain investments and to delegate investment
management of corporate funds, the Board shall consider among other relevant considerations
the long and short term needs of the Corporation in carrying out its purposes, its present and
anticipated financial requirements, expected total return on its investments, price level trends,
and general economic conditions.
5.2. GENERAL DUTIES
5.2.1. It is the duty of each director to:
5.2.1.1. Perform any and all duties imposed on them individually, or collectively upon the Board,
by law, by the Articles of Incorporation of this Corporation, or by these bylaws; and
5.2.1.2. Register their address, phone and facsimile numbers, and primary email address with
the Secretary of the Corporation. Notices of meetings delivered or telephoned to a
director at such address shall be valid notices. Notices of meetings delivered by phone
(including a voice messaging system), facsimile, e‐mail or by other electronic means shall
be valid notices thereof if, prior to delivery of the notice, the director has given their
consent to receive notice by such means.
5.2.2. It is the duty of the Board to:
5.2.2.1. Appoint and remove, employ and discharge, and, except as otherwise provided in these
bylaws, prescribe and supervise the duties and fix the compensation, if any, of all
officers, agents and employees of the Corporation;
5.2.2.2. Meet at such times and places as required by these bylaws.
5.3. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these bylaws, not more than 49 percent of the persons serving on
the Board may be interested persons. An “interested person” is:
5.3.1. Any person currently being compensated by the Corporation for services rendered it within the
previous twelve (12) months excluding any reasonable compensation paid to a director as
director. For purposes of this definition, compensation means any payment as a full or part‐time
employee, an officer, a contractor, a vendor or otherwise.
5.3.2. Any brother, sister, ancestor, descendant, spouse, brother‐in‐law, sister‐in‐law, son‐in‐law,
daughter‐in‐law, mother‐in‐law, or father‐in‐law of any such person.
5.4. SELF‐DEALING
The Corporation shall not enter into any contract or transaction, directly or indirectly, with any: (i)
director of the Corporation (an “interested director”); (ii) officer of the Corporation; (iii) the president or
chief executive officer, nor the treasurer or chief financial officer; (iv) any person who during the 5‐year
period ending on the date of the such transaction was in a position to exercise substantial influence over
the affairs of the Corporation; or (v) any person who is a relative by blood or marriage of such a person
or who along with such a person owns more than 35 percent of the voting power, profit interest or
beneficial interest in an entity, unless:
5.4.1. The material facts regarding that person’s financial interest in such contract or transaction, or
regarding such common directorship, officership, or financial interest, are fully disclosed in good
faith and noted in the minutes, or are known to all members of the Board, prior to consideration
by the Board of such contract or transaction;
5.4.2. Such contract or transaction is authorized in good faith by a vote of the majority of the directors
then in office, without counting the votes of any director who has a financial interest in the
transaction;
5.4.3. Before authorizing or approval the transaction, the Board considers and in good faith
determines, after reasonable investigation, that the Corporation could not obtain a more
advantageous arrangement with reasonable effort under the circumstances;
5.4.4. At the time the transaction is entered into:
5.4.4.1. The transaction is fair and reasonable to the Corporation; and
5.4.4.2. The Corporation entered into it for its own benefit.
5.5. MUTUAL DIRECTORS
The Corporation shall not enter into a contract or transaction with any other entity of which one or more
of the Corporation’s directors is a member of that entity’s governing body (such director being a
“common director”) unless:
5.5.1. The material facts as to the transaction and as to such common director’s other directorship are
fully disclosed or known to the Board, and the Board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote sufficient without counting the vote or
votes of the common director or directors
5.5.2. The contract or transaction is just and reasonable to the Corporation at the time it is authorized,
approved or ratified.
5.6. COMPENSATION
Directors shall serve without compensation. Directors and other disqualified persons may be allowed
reasonable advancement or reimbursement of expenses incurred in the performance of their regular
duties as specified in Section 5.2 of this Article. Directors may be compensated for rendering services to
the
Corporation in any capacity other than director only if such other compensation is reasonable, allowable
and has been authorized under the provisions of Sections 5.3 and 5.4.
5.7. LOANS TO OFFICERS OR DIRECTORS
5.7.1. The Corporation shall not make any loan of money or property to or guarantee the obligation of
any director or officer, unless approved by the Attorney General; provided, however, that the
Corporation may advance money to a director or officer of the Corporation or of its parent or
any subsidiary for expenses reasonably anticipated to be incurred in the performance of the
duties of such officer or director, provided that in the absence of such advance, such director or
officer would be entitled to be reimbursed for such expenses by such Corporation, its parent, or
any subsidiary.
5.7.2. The provisions of this Section do not apply to:
5.7.2.1. The payment of premiums in whole or in part by the Corporation on a life insurance
policy on the life of a director or officer so long as repayment to the Corporation of the
amount paid by it is secured by the proceeds of the policy and its cash surrender value;
or
5.7.2.2. A loan of money to or for the benefit of an officer in circumstances where the loan is
necessary, in the judgment of the Board, to provide financing for the purchase of the
principal residence of the officer in order to secure the services or continued services of
the officer and the loan is secured by real property located in California.
5.8. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No director, officer, employee, or other person connected with this Corporation, or any private
individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of
the Corporation; provided, however, that this provision shall not prevent payment to any such person for
reasonable compensation for services performed for the Corporation in effecting any of its public or
charitable purposes, provided that such compensation is otherwise permitted by these bylaws and is
fixed by resolution of the Board; and no such person or persons shall be entitled to share in the
distribution of, and shall not receive, any of the corporate assets on dissolution of the Corporation.
5.9. NON‐LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
5.10. INSURANCE FOR CORPORATE AGENTS
This Corporation shall have the right to purchase and maintain insurance to the full extent permitted by
law on behalf of its officers, directors, employees, and other agents to cover any liability asserted against
or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s,
director’s, employee’s, or agent’s status as such.
5.11. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
5.11.1. For purposes of this Section, the following terms shall have the meanings ascribed:
5.11.1.1. “Agent” means any person who is or was a director, officer, employee, or other
agent of this Corporation, or is or was serving at the request of this Corporation as a
director, office employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, or was a director, officer,
employee, or agent of a foreign or domestic corporation that was a predecessor
corporation of this Corporation or of another enterprise at the request of the
predecessor corporation;
5.11.1.2. “Proceeding” means any threatened, pending, or completed action or proceeding,
whether civil, criminal, administrative, or investigative; and
5.11.1.3. “Expenses” includes, without limitation, all attorney fees, costs, and any other
expenses incurred in the defense of any claims or proceedings against an agent by
reason of their position or relationship as agent and all attorneys’ fees, costs, and
other expenses incurred in establishing a right to indemnification under this Article.
5.11.2. Subject to the required findings to be made pursuant to Subsection 5.11.6, this Corporation shall
indemnify any person who was or is a party, or is threatened to be made a party, to any
proceeding for all expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding, other than an action brought by, or on
behalf of, this Corporation, or by an officer, director or person granted related status by the
Attorney General, or by the Attorney General on the ground that the defendant director was or
is engaging in self‐dealing within the meaning of section 5233 of the Nonprofit Law or by the
Attorney General or a person granted related status by the Attorney General for any breach of
duty relating to assets held in charitable trust, by reason of the fact that such person is or was an
agent of this Corporation.
5.11.3. This Corporation shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action brought by or on behalf of this
Corporation by reason of the fact that the person is or was an agent of this Corporation, for all
expenses actually and reasonably incurred in connection with the defense of that action,
provided that both of the following are met:
5.11.3.1. The determination of good faith conduct required by Subsection 5.11.6 must be
made in the manner provided for in that Subsection; and
5.11.3.2. Upon application, the court in which the action was brought must determine that, in
view of all of the circumstances of the case, the agent should be entitled to
indemnity for the expenses incurred. If the agent is found to be so entitled, the
court shall determine the appropriate amount of expenses to be reimbursed.
5.11.4. To the extent that an agent of this Corporation has been successful on the merits in the defense
of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter
therein, the agent shall be indemnified against expenses actually and reasonably incurred by the
agent in connection with the claim. If an agent either settles any such claim or sustains a
judgment rendered against them, then the provisions of Subsections 5.11.3 and 5.11.6 shall
determine whether the agent is entitled to indemnification.
5.11.5. If any agent settles or otherwise disposes of a threatened or pending action brought by or on
behalf of this Corporation, with or without court approval, the agent shall receive no
indemnification for
either amounts paid pursuant to the terms of the settlement or other disposition or for any
expenses incurred in defending against the proceeding.
5.11.6. The indemnification granted to an agent in Subsections 5.11.2 through 5.11.4 is conditioned on
the following:
5.11.6.1. The agent seeking reimbursement must be found, in the manner provided below, to
have acted in good faith, in a manner they believed to be in the best interest of this
Corporation, and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use in similar circumstances. The termination
of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo
contendere, or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith or in a manner which they reasonably believed to be
in the best interest of this Corporation or that they had reasonable cause to believe
that their conduct was unlawful. In the case of a criminal proceeding, the person
must have had no reasonable cause to believe that their conduct was unlawful; and
5.11.6.2. The determination that the agent did act in a manner complying with Subsection
5.11.6.1, above, shall be made by:
5.11.6.2.1. The Board of Directors by a majority vote of a quorum consisting of directors
who are not parties to the proceeding; or
5.11.6.2.2. The court in which the proceeding is or was pending. Such determination may
be made on application brought by this Corporation or the agent or the attorney
or other person rendering a defense to the agent, whether or not this
Corporation opposes the application by the agent, attorney, or other person.
5.11.7. Expenses incurred in defending any proceeding may be advanced by this Corporation before the
final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to
repay the amount of the advance unless it is determined ultimately that the agent is entitled to
be indemnified as authorized in this Article. However, no indemnification or advance shall be
made under this Section, in any circumstance when it appears:
5.11.7.1. That the indemnification or advance would be inconsistent with a provision of the
Articles, a resolution of the members, or an agreement in effect at the time of the
accrual of the alleged cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which prohibits or otherwise
limits indemnification; or
5.11.7.2. That the indemnification would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
5.11.8. Nothing contained in this Section shall affect any right to indemnification to which persons other
than directors and officers of this Corporation, or any subsidiary hereof, may be entitled by
contract or otherwise. This Section does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of a pension, deferred compensation, savings, thrift, or
other retirement, incentive, or benefit plan, trust, or provision for any or all of the Corporation’s
directors, officers, employees, and persons providing services to the Corporation or any of its
subsidiary or
related or affiliated corporations, in that person’s capacity as such, even though that person may
also be an agent of the Corporation as defined in bylaws. Nothing contained in this Section shall
limit any right to indemnification to which such a trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by
applicable law.
5.12. EMERGENCY POWERS
5.12.1. The emergency bylaw provisions of this section are adopted in accordance with Section 5151(g)
of the Nonprofit Law. Notwithstanding anything to the contrary herein, this section applies solely
during an Emergency, which is the limited period of time during which a quorum cannot be
readily convened for action as a result of the following events or circumstances until the event or
circumstance has subsided or ended and a quorum can be readily convened in accordance with
the notice and quorum requirements in Sections 6.5 and 6.8 of these bylaws:
5.12.1.1. A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high
water, wind‐driven water, tidal wave, tsunami, earthquake, volcanic eruption,
landslide, mudslide, snowstorm, or drought, or regardless of cause, any fire, flood, or
explosion;
5.12.1.2. An attack on this state or nation by an enemy of the United States of America, or on
receipt by this state of a warning from the federal government indicating that an
enemy attack is probable or imminent;
5.12.1.3. An act of terrorism or other manmade disaster that results in extraordinary levels of
casualties or damage or disruption severely affecting the infrastructure,
environment, economy, government function, or population, including, but not
limited to, mass evacuations; or
5.12.1.4. A state of emergency proclaimed by the governor of the state in which one or more
Directors are resident, or by the President of the United States.
5.12.2. During an emergency, the Board may:
5.12.2.1. Modify lines of succession to accommodate the incapacity of any director, officer,
employee, or agent resulting from the emergency;
5.12.2.2. Relocate the principal office or authorize the officers to do so;
5.12.2.3. Give notice to a director or directors in any practicable manner under the
circumstances, including, but not limited to, by publication and radio, when notice
of a meeting of the Board cannot be given to that director or directors in the
manner prescribed by Section 6.5 of these bylaws; and
5.12.2.4. Deem that one or more officers present at a Board meeting is a director, in order of
rank and within the same rank in order of seniority, as necessary to achieve a
quorum.

ARTICLE 6
MEETINGS OF THE BOARD

6.1. REGULAR AND ANNUAL MEETINGS
6.1.1. Regular meetings of the directors shall be held at least nine times per year at a place and time to
be determined by the Board. One of the regular meetings held in the fourth quarter of the
calendar year shall be the annual meeting.
6.1.2. At the annual meeting the Board shall undertake the election of officers and the transactions of
other business.
6.2. SPECIAL MEETINGS
Special meetings of the Board may be called by the Chair, the Vice Chair, the Secretary, or by any two
directors, and such meetings shall be held at the place, within or outside the State of California,
designated by the person or persons calling the meeting, or in the absence of such designation, at the
principal office of the Corporation.
6.3. MINUTES
6.3.1. The Board shall be responsible for recording, approving and maintaining minutes of the
proceedings of the meeting of the Board, of committees of the Board and, if the Corporation has
members, of meetings of the members. The Secretary shall take the minutes of Board and
members meetings. In the event the Secretary is not in attendance at a meeting, and at all
committee meetings, the chair of such meeting shall designate a person to record the minutes of
the meeting.
6.3.2. A book of minutes of all meetings, proceedings and actions of the Board and of committees of
the Board must be maintained at the Corporation’s principal office or at such other place as the
Board may direct. The minutes of meetings must include: the time and place that the meeting
was held; whether the meeting was annual, general, or special, and, if special, how authorized;
how notice was given and to whom; the names of the persons present at the Board and
committee meetings; the actions taken and decisions made by the Board at that meeting,
including the number of votes for, against and in abstention of each such action or decision, and
may include how each director voted on such action or decision. The book of minutes may be
maintained in electronic form provided that they can be printed at any time.
6.4. PLACE OF MEETINGS
6.4.1. Meetings of the Board may be held at any place within or outside California that has been
designated by resolution of the Board or in the notice of the meeting, or if not so designated, at
the principal office of the Corporation.
6.4.2. Any director may participate in a meeting, and any meeting of the Board may be held by,
conference telephone, video screen or other transmission, provided the requirements specified
below are met. A director who participates in a meeting by such means shall be considered
present in person for that meeting.
6.4.2.1. In the case of a meeting held by conference telephone or video screen, all directors
participating in the meeting are able to hear one another.
6.4.2.2. In the case of other electronic transmission,
6.4.2.2.1. Each director participating in the meeting can communicate with all other
members concurrently, and
6.4.2.2.2. Each director is provided the means of participating in all matters before the
Board, including, without limitation, the capacity to propose or to interpose an
objection to a specific action to be taken by the Corporation.
6.5. NOTICE OF MEETINGS
6.5.1. Notices of Board meetings are valid if made by:
(i) First‐class mail, postage prepaid;
(ii) Personal delivery of a written notice;
(iii) Delivery by overnight courier or private delivery service that can be and is confirmed;
(iv) Telephone, including a voice messaging system or other technology designed to record
and communicate messages, either directly to the director or to a person at the
director’s office or home who would reasonably be expected to communicate that
notice promptly to the director;
(v) Facsimile;
(vi) Email; or
(vii) Other electronic means;
provided, however, that notice may only be provided by facsimile, e‐mail or other electronic
means to a director who has given their consent to receive notice by such means and if a record
capable of retention, retrieval and review of such notice is recorded.
6.5.2. Notice of regular meetings need not be given if fixed by a resolution of the Board that is noted in
minutes distributed to all directors. Otherwise, notice of regular meetings will be valid if made
no less than 14 days prior to the date of the meeting. Notice of special meetings shall be valid if
made at least 48 hours prior to the date and time of the meeting except for notice by mail which
is not valid unless made four days prior to the date of the meetings.
6.5.3. All notices of Board meetings shall be given or sent to the director’s address, telephone number,
fax number or e‐mail address as shown on the Corporation’s records.
6.5.4. Notice of the time and place of holding an adjourned meeting need not be given to absent
directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and
if such adjourned meeting is held no more than 24 hours from the time of the original meeting.
Notice shall be given of any adjourned regular or special meeting to directors absent from the
original meeting if the adjourned meeting is held more than 24 hours from the time of the
original meeting.
6.6. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place (if other than the Corporation’s
principal office), day and hour of the meeting. The purpose of any meeting of the Board need not be
specified in the notice.
6.7. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
6.7.1. Notice of a meeting of the Board need not be given to any director who:
6.7.1.1. Either before or after the meeting:
6.7.1.1.1. Signs a waiver of notice;
6.7.1.1.2. Signs a written consent to the holding of the meeting;
6.7.1.1.3. Approves of the minutes of the meeting; or
6.7.1.2. Attends the meeting and who, before or at the beginning of the meeting, does not
protest the lack of proper notice to them.
6.7.2. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part of the minutes
of the meetings.
6.8. QUORUM FOR MEETINGS
6.8.1. A majority of the directors then in office shall constitute a quorum for the transaction of any
business except adjournment.
6.8.2. If during a meeting at which a quorum was initially present some directors leave rendering the
meeting without a quorum, the Board or committee may continue to transact business so long
as any action taken or decision made is approved by at least the number of directors required to
take action if a quorum were present.
6.8.3. Except as otherwise provided in these bylaws (including, without limitation, Subsection 6.8.2,
above) in the Corporation’s Articles of Incorporation, or by law, no business shall be considered
by the Board at any meeting at which a quorum, as defined above, is not present. The only
motion which is permitted at a meeting at which a quorum is not initially present is a motion to
adjourn. A majority of the directors present at such meeting may adjourn from time to time until
the time fixed for the next regular meeting of the Board.
6.8.4. Regardless of any other provision of these bylaws, a quorum must consist of no less than
one‐fifth the number of directors by these bylaws.
6.9. MAJORITY ACTION AS BOARD ACTION
Each act or decision done or made by “consensus” of every director present at a meeting duly held is the
act of the Board; provided, however, that the directors voting to approve any of the following actions
must constitute a majority of directors then in office: (i) approval of contracts or transactions in which a
director has a direct or indirect material financial interest, (ii) approval of certain transactions between
corporations
having common directorships, (iii) creation of and appointment to committees of the Board, and (iv)
indemnification of directors. For purposes of this section 6.9, “consensus” means that at least a majority
of the directors present vote to approve the motion or action and that no directors vote “no” on said
action or motion. Abstentions shall not count as “no” votes.
6.10. CONDUCT OF MEETINGS
The Chair of the Corporation shall preside at meetings of the Board or, in their absence, the Vice Chair of
the Corporation or, in the absence of each of these persons, a person chosen by a majority of the
directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings
of the Board, provided that, in their absence, the presiding officer shall appoint another person to act as
Secretary of the meeting.
6.11. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
6.11.1. Any action required or permitted to be taken by the Board may be taken without a meeting if all
directors individually or collectively (i.e., in one or more identically worded documents) consent
in writing or electronic transmission (pursuant to Subsection 6.11.3, below) to such action. Such
action by written consent shall have the same force and effect as any other validly approved
action of the Board. All such consents shall be filed with the minutes of the proceedings of the
Board.
6.11.2. Notwithstanding, the consent of any director who has a material financial interest in a
transaction to which the Corporation is a party and who is an “interested director” as defined in
Section 5.3. above, or section 5233 of the Nonprofit Law or a “common director” as defined in
Section 5.5, above, or as described in Section 5234 who abstains in writing from providing
consent shall not be required for approval of that transaction if:
6.11.2.1. The facts described in Subsection 5.4.4, above, are established or the provisions of
Subsections 5.5.1 and 5.5.2, above, are satisfied, as appropriate, at or prior to
execution of the written consent or consents;
6.11.2.2. The establishment of those facts or satisfaction of those provisions, as applicable, is
included in the written consent or consents executed by the noninterested or
noncommon directors or in other records of the corporation; and
6.11.2.3. The noninterested or noncommon directors, as applicable, approve the action by a
vote that is sufficient without counting the votes of the interested directors or
common directors.
6.11.3. Written consent may be made by electronic transmission only if:
6.11.3.1. The Corporation has placed in effect reasonable measures to verify that the sender
is the director purporting to send the transmission;
6.11.3.2. The transmission creates a record that is capable of retention, retrieval, and review
that may thereafter be rendered into clearly legible tangible form; and
6.11.3.3. If the transmission is by:
6.11.3.3.1. Facsimile telecommunication or email, when such transmission is directed to the
facsimile number or e‐mail address, respectively, that the Corporation has
provided from time‐to‐time to directors for sending communications to the
Corporation;
6.11.3.3.2. Posting on an electronic message Board or network that the Corporation has
designated for those communications, and which transmission shall be validly
delivered upon the posting.

ARTICLE 7
OFFICERS

7.1. NUMBER OF OFFICERS
The officers of the Corporation shall be a Chair of the Board, a Vice Chair, a Secretary, and a Treasurer.
The Corporation may also have, as determined by the Board, one or more Assistant Secretaries, one or
more Assistant Treasurers, or other officers. Any number of offices may be held by the same person
except that neither the Secretary nor the Treasurer may serve as the Chair.
7.2. QUALIFICATION
Only directors of this Corporation are eligible to serve as officers.
7.3. ELECTION AND TERM OF OFFICE
Except those officers appointed in accordance with the provisions of Section 7.4 of this Article, officers
shall be elected by the Board at the annual meeting, and shall serve at the pleasure of the Board, subject
to the rights of any officer under any employment contract. Each officer shall hold office for renewable
terms of two years.
7.4. SUBORDINATE OFFICERS
The Board may appoint, and may authorize the Chair to appoint, such other officers or agents as it may
deem desirable, and such officers shall serve such terms, have such authority, and perform such duties
as may be prescribed from time to time by the Board.
7.5. REMOVAL AND RESIGNATION
7.5.1. Subject to the rights, if any, of an officer under any contract of employment, any officer may be
removed, either with or without cause, by the Board, at any regular or special meeting of the
Board, or, except in case of an officer chosen by the Board or an officer designated pursuant to
section 7.4, by an officer on whom such power of removal may be conferred by the Board.
7.5.2. Any officer may resign at any time by giving written notice to the Board or to the Chair. Any such
resignation shall take effect at the date of receipt of such notice or at any later date specified
therein. Unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The above provisions of this Section shall be superseded by any
conflicting terms of a contract which has been approved or ratified by the Board relating to the
employment of any officer of the Corporation.
7.6. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall
be filled by the Board. In the event of a vacancy in any office other than that of Chair, such vacancy may
be filled temporarily by appointment by the Chair until such time as the Board shall fill the vacancy. A
person so appointed to a vacant office (whether appointed by the Chair or elected by the Board) shall
hold that office until the next annual meeting of the members or until their death, resignation or
removal from office. Vacancies occurring in offices of officers appointed at the discretion of the Board
may or may not be filled as the Board shall determine.
7.7. DUTIES OF CHAIR OF THE BOARD
The Chair of the Board (otherwise referred to as the “Chair”) is to:
7.7.1. Preside at all meetings of the Board and of the members;
7.7.2. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these
bylaws, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts,
checks, or other instruments which may from time to time be authorized by the Board; and
7.7.3. Perform all other duties incident to their office and such other duties as may be required by the
Nonprofit Law, by the Articles of Incorporation of this Corporation, or by these bylaws, or which
may be prescribed from time to time by the Board.
7.8. DUTIES OF VICE CHAIR
In the absence or disability of the Chair, the Vice Chair shall perform all powers of, and be subject to all
the restrictions upon, the Chair. The Vice Chair shall have such other powers and perform such other
duties as from time to time may be prescribed by the Board or the Chair.
7.9. DUTIES OF SECRETARY
The Secretary is to:
7.9.1. Certify and keep, or cause to be kept, at the principal office of the Corporation the original, or a
copy, of the Articles of Incorporation and of these bylaws, as amended or otherwise altered to
date;
7.9.2. Keep, or cause to be kept, at the principal office of the Corporation or at such other place as the
Board may direct, a book of minutes of all meetings, proceedings and actions of the Board and
of committees of the Board as further set forth in Section 6.3.2, and of the members;
7.9.3. See that all notices are duly given in accordance with the provisions of these bylaws or as
required by law;
7.9.4. Be custodian of the records and of the seal of the Corporation, if there is a seal, and see that the
seal is affixed to all duly executed documents, the execution of which on behalf of the
Corporation under its seal is authorized by law or these bylaws and by the Board;
7.9.5. Exhibit or cause to be exhibited at all reasonable times to any director or member of the
Corporation, or to their agent or attorney, on request therefor, these bylaws as amended to
date, the Articles of Incorporation as amended to date, the minutes of the proceedings of the
Board and committees of the Board, and the Corporation’s applications for tax exemption; and
7.9.6. In general, perform all duties incident to the office of Secretary and such other duties as may be
required by the Nonprofit Law, by the Articles of Incorporation of this Corporation, or by these
bylaws, or which may be assigned to them from time to time by the Board.
7.10. DUTIES OF TREASURER
The Treasurer is to:
7.10.1. Keep and maintain, or cause to be kept and maintained, adequate and correct books and
accounts of the Corporation’s properties and business transactions, including accounts of its
assets, liabilities, receipts, disbursements, gains and losses. Books of account shall be maintained
in accordance with applicable Generally Accepted Accounting Principles;
7.10.2. Send, or cause to be given, to the directors and members such financial statements and reports
as are required to be given by law, by these bylaws, or by the Board;
7.10.3. Exhibit at all reasonable times to any director of the Corporation, or to their agent or attorney,
on request therefor, the books of account of the Corporation;
7.10.4. Have charge and custody of, and be responsible for, all funds and securities of the Corporation,
and
(i) deposit, or cause to be deposited, all money and other valuables in the name and to the
credit of the Corporation with such depositories as the Board may designate, and (ii) disburse, or
cause to be disbursed, the Corporation’s funds as the Board may order;
7.10.5. Render to the Chair and directors, whenever requested, an account of any or all of their
transactions as Treasurer, and of the financial condition of the Corporation;
7.10.6. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements
to be included in any required reports;
7.10.7. In general, perform all duties incident to the office of Treasurer and such other duties as may be
required by the Nonprofit Law, by the Articles of Incorporation of the Corporation, or by these
bylaws, or which may be assigned to them from time to time by the Board;
7.10.8. If required by the Board, give the Corporation a bond in the amount and with the surety or
sureties specified by the Board for faithful performance of the duties of the office and for
restoration to the Corporation of all of its books, papers, vouchers, money, and other property of
every kind in the possession or under the control of the Treasurer upon their death, resignation,
retirement, or removal from office; and
7.10.9. Provide, or cause to be provided, to the public, all filings required to be disclosed and made
generally available to the public in the form or forms required by the Internal Revenue Service
and all other tax regulation and charitable solicitation regulation authorities, or by statute.
7.11. EXECUTIVE DIRECTOR
7.11.1. In addition to the officers, as listed in Section 7.1, above, this Corporation may have an Executive
Director. Subject to the control of the Board, the Executive Director shall be the Chief Executive
Officer of the Corporation and shall generally supervise, direct and control the Corporation’s
activities and affairs. The Executive Director shall perform all duties incident to their office and
such other duties as may be required by law, by the Articles of Incorporation of this Corporation,
or by these bylaws, or which may be prescribed from time to time by the Board.
7.11.2. The Executive Director shall not be a director unless they are separately elected to the Board
pursuant to Section 4.4 hereof.
7.12. COMPENSATION
The salaries, if any, of the officers shall be fixed from time to time by resolution of the Board. The salary
received by any officer of this Corporation shall be reasonable and given in return for services actually
rendered to the Corporation that relate to the performance of the charitable or public purposes of this
Corporation. No officer shall be prevented from receiving such salary by reason of the fact that they are
also a director of the Corporation, provided, however, that such compensation paid a director for serving
as an officer of this Corporation shall only be allowed if permitted under the provisions of Sections 5.3
and 5.4 of these bylaws.

ARTICLE 8
COMMITTEES

8.1. COMMITTEES GENERALLY
8.1.1. The Board may, by resolution adopted by a majority of the number of directors then in office,
provided that a quorum is present, create one or more committees of the Board that exercise
some authority of the Board, each consisting of two or more directors, to serve at the pleasure
of the Board and have such authority as is delegated by the Board. Persons who are not directors
may not serve on such committees.
8.1.2. By a majority vote of the directors then in office, the Board may at any time revoke or modify
any or all of the authority delegated to any committee of the Board, increase or decrease (but
not fewer two) the number of members of any committee of the Board, and fill vacancies in any
committees of the Board from the members of the Board.
8.1.3. All committees of the Board shall keep regular minutes of their proceedings, cause them to be
filed with the corporate records, and report the same to the Board from time to time as the
Board may require.
8.1.4. The following powers are reserved to the Board of Directors as a whole and may not be
delegated to any committees thereof:
8.1.4.1. The filling of vacancies on the Board or on any committee that has the authority of the
Board;
8.1.4.2. The appointment of committees of the Board or the members thereof;
8.1.4.3. The fixing of compensation of the directors for serving on the Board or on any committee;
8.1.4.4. The amendment or repeal of bylaws or Articles of Incorporation, or the adoption of new
bylaws or Articles of Incorporation;
8.1.4.5. The amendment or repeal of any resolution of the Board which by its express terms is
not so amendable or repealable;
8.1.4.6. The expenditure of corporate funds to support a nominee for director after there are
more people nominated for director than can be elected;
8.1.4.7. The approval of any action for which the law requires approval of members or approval
of a majority of all members regardless whether the Corporation has members; and
8.1.4.8. The approval of any transaction to which this Corporation is a party and in which one or
more of the directors has a material financial interest, except as expressly provided in
section 5233(d)(3) of the Nonprofit Law.
8.2. EXECUTIVE COMMITTEE
The Board is to have an Executive Committee composed of the Chair, the Vice Chair, the Secretary, the
Treasurer, and the Executive Director. The Executive Committee may also include such other directors as
the Board may in its sole discretion appoint. The Chair shall serve as the Executive Committee’s chair.
The Executive Committee may exercise the authority of the Board when the Board is not in session
subject to the restrictions set forth by law and in Section 8.1.4.
8.3. AUDIT COMMITTEE
If in any fiscal year the Corporation has gross revenues of $2 million or more, this Corporation shall have
an Audit Committee. Notwithstanding the other provisions of this Article, the Audit Committee, if there
is one, shall have the following duties and composition:
8.3.1. It shall be the duty of the Audit Committee to:
8.3.1.1. Recommend to the Board of Directors the retention and termination of the independent
auditor;
8.3.1.2. Confer with the auditor to satisfy the committee members that the financial affairs of
the Corporation are in order;
8.3.1.3. Review and determine whether to accept the audit; and
8.3.1.4. Approve performance of any non‐audit services to be provided by the auditing firm.
In addition, the Audit Committee may negotiate the compensation of the auditor on behalf of the
Board.
8.3.2. The Audit Committee shall be composed of at least one person. Audit committee members need
not be directors of the Corporation. In addition, the composition of the Audit Committee is
restricted as follows:
8.3.2.1. No person who receives compensation from the Corporation, including, without limiting
the foregoing, any paid staff and anyone who does business or has any financial interest
in any entity that does business with the Corporation, may not serve on the Audit
Committee.
8.3.2.2. If the Corporation has a finance committee, its members must comprise less than 50
percent of the Audit Committee and the chair of the Audit Committee may not serve on
the finance committee.
8.3.3. Audit Committee members may receive no more compensation than directors receive for their
service to the Corporation as directors.
8.4. MEETINGS AND ACTIONS OF COMMITTEES
Meetings and actions of all committees shall be governed by, noticed, held and taken in accordance with
the provisions of Article 6, substituting the word “committee” for “Board,” and “committee member” for
“director,” as context requires. Notwithstanding, the time for regular meetings of committees may be
fixed by resolution of the Board or by the committee. The time for special meetings of committees may
also be fixed by the Board. The Board may also adopt rules and regulations pertaining to the conduct of
meetings of committees to the extent that such rules and regulations are not inconsistent with the
provisions of these bylaws.
8.5. ADVISORY COMMITTEES
The Corporation shall have such other committees as may from time to time be designated by resolution
of the Board. Such other committees may consist of persons who are not also members of the Board.
These additional committees shall act in an advisory capacity only and shall be clearly titled as
“advisory” committees.

ARTICLE 9
REGIONAL CHAPTERS

9.1. REGIONAL CHAPTERS
9.1.1. Members of the Corporation may petition for and the Board may authorize the formation of
Regional Chapters by resolution adopted by a majority of the directors then in office, subject to
the following provisions:
9.1.1.1. The proposed chapter must have defined geographic boundaries that do not overlap
with another chapter or must represent a certain speciality area of practice or interest;
9.1.1.2. The application for a new chapter must include the signatures of a minimum of five
members in good standing; and
9.1.1.3. The petitioning members must reside within the proposed geographic boundaries or be
in some way qualified in the proposed area of special interest.
9.1.2. Each chapter is subject to, and shall operate in accordance with, these bylaws and such rules and
regulations as may be promulgated by the Board from time to time.

ARTICLE 10
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

10.1. EXECUTION OF INSTRUMENTS
Except as otherwise provided in these bylaws, the Board may by resolution authorize any officer or agent
of the Corporation to enter into any contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, and such 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 the Corporation
by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or
in any amount.
10.2. CHECKS AND NOTES
The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign
checks, drafts and other orders for payment of money. Such authority may be general or confined to
specific instances.
10.3. DEPOSITS
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board may select.
10.4. GIFTS
The Board may accept on behalf of the Corporation, any contribution, gift, bequest, or devise for the
charitable or public purposes of this Corporation.
10.5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The Chair or any other officer or officers authorized by the Board are each authorized to vote, represent,
and exercise on behalf of the Corporation all rights incident to any and all shares of any other
Corporation. The authority herein granted may be exercised either by any such officer in person or by
any other person authorized to do so by proxy or power of attorney duly executed by said officer.
Notwithstanding the above, the Board shall vote or direct the Chair with respect to matters involving this
Corporation’s membership in other nonprofit corporations.

ARTICLE 11
CORPORATE RECORDS, REPORTS AND SEAL

11.1. MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep at its principal office:
11.1.1. Minutes of all meetings of directors and committees of the Board, indicating the time and place
of holding such meetings, whether regular or special, how called, the notice given, and the
names of those present and the proceedings thereof;
11.1.2. Adequate and correct books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and
losses;
11.1.3. A copy of the Corporation’s Articles of Incorporation and these bylaws as amended to date; and
11.1.4. Copies of all filings made to the Internal Revenue Service, the California Franchise Tax Board,
California Secretary of State, and California Attorney General that the Corporation is required, by
statute or regulation, to make generally available to the public.
11.2. CORPORATE SEAL
The Board may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal
office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the
validity of any such instrument.
11.3. DIRECTORS’ INSPECTION RIGHTS
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 property of the Corporation. Any inspection
under the provisions of this Article may be made in person or by an agent or attorney. The right to
inspection includes the right to copy and make extracts.
11.4. MEMBERS’ INSPECTION RIGHTS
11.4.1. Unless the Corporation provides a reasonable alternative as provided below, any member may
do either or both of the following for a purpose reasonably related to the member’s interest as a
member:
11.4.1.1. Inspect and copy the records containing members’ names, addresses, and voting
rights during usual business hours on five days’ prior written demand on the
Corporation, which must state the purpose for which the inspection rights are
requested; and
11.4.1.2. Obtain from the Secretary, on written demand and tender of a reasonable charge, a
list of names, addresses, and voting rights of members who are entitled to vote for
directors as of the most recent record date for which that list has been compiled, or
as of the date, after the date of demand, specified by the member. The demand shall
state the purpose for which the list is requested. The Secretary shall make this list
available
to the member on or before the later of ten days after the demand is received or the
date specified in the demand as the date as of which the list is to be compiled.
11.4.2. The Corporation may, within ten business days after receiving a demand under this Section,
make a written offer of an alternative method if 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 the
proposed alternative does not meet the proper purpose of the demand.
11.4.3. 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.
11.4.4. Any inspection and copying under this Section may be made in person or by the member’s agent
or attorney. The right of inspection includes the right to copy and make extracts. This right of
inspection extends to the records of any subsidiary of the Corporation.
11.5. ANNUAL REPORT
11.5.1. The Board shall cause an annual report to be furnished not later than 120 days after the close of
the Corporation’s fiscal year to all directors and members of the Corporation, which report shall
contain the following information in appropriate detail:
11.5.1.1. The assets and liabilities, including the trust funds, of the Corporation as of the end
of the fiscal year;
11.5.1.2. The principal changes in assets and liabilities, including trust funds, during the fiscal
year;
11.5.1.3. The revenue or receipts of the Corporation, both unrestricted and restricted to
particular purposes, for the fiscal year;
11.5.1.4. The expenses or disbursements of the Corporation, for both general and restricted
purposes, during the fiscal year; and
11.5.1.5. A statement of the place where the names and addresses of current members are
located.
11.5.2. The annual report shall be accompanied by any report thereon of independent accountants, or, if
there is no such report, the certificate of an authorized officer of the Corporation that such
statements were prepared without an audit from the books and records of the Corporation.
11.5.3. This requirement of an annual report shall not apply if the Corporation receives less than
$25,000 in gross receipts during the fiscal year, provided, however, that the information specified
above for inclusion in an annual report must be furnished annually to all directors.
11.5.4. This Corporation shall annually notify each member of the member’s right to receive a copy of
the financial report under this Section. Except as provided in the next paragraph of these bylaws,
on written request by a member, the Board shall promptly cause the most recent annual report
to be sent to the requesting member.
11.6. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND INDEMNIFICATIONS
As part of the annual report to all directors and members, or as a separate document if no annual report
is issued, the Corporation shall, within 120 days after the end of the Corporation’s fiscal year, annually
prepare and furnish to each director a statement of any transactions or indemnifications of the following
kind:
11.6.1. Any transaction (i) to which the Corporation, or its parent or subsidiary, was a party, (ii) in which
an “interested person” had a direct or indirect material financial interest, and (iii) which involved
more than $50,000 or was one of several transactions with the same interested person
involving, in the aggregate, more than $50,000. For these purposes, an “interested person” is
either:
11.6.1.1. Any director or officer of the Corporation, its parent, or subsidiary (but mere
common directorship shall not be considered such an interest); or
11.6.1.2. Any holder of more than 10 percent of the voting power of the Corporation, its
parent, or its subsidiaries.
The statement shall include a brief description of the transaction, the names of interested
persons involved, their relationship to the Corporation, the nature of their interest in the
transaction and, if practicable, the amount of that interest, provided that if the transaction was
with a partnership in which the interested person is a partner, only the interest of the
partnership need be stated.
11.6.2. Any indemnification or advances aggregating more than $10,000 paid during the fiscal year to
any officer or director of the Corporation pursuant to section 5238 of the Nonprofit Law.

ARTICLE 12
MISCELLANEOUS PROVISIONS

12.1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the Corporation shall begin on the first day of January in each calendar year and end on
the last day of the succeeding December.
12.2. AMENDMENT OF BYLAWS
12.2.1. Subject to any provision of law applicable to the amendment of bylaws of a California Nonprofit
Corporation, these bylaws, or any of them, may be altered, amended or repealed, and new
bylaws adopted by approval of:
12.2.1.1. A majority of directors then currently in office; or
12.2.1.2. A majority of the members represented and voting.
12.2.2. Subject to the members’ rights under these bylaws and the limitations set forth below, the Board
may adopt, amend or repeal the bylaws unless doing so would materially and adversely affect
the members’, or a class or classes of members’ rights, as to voting, dissolution, redemption or
transfer. The Board may not extend a director’s term beyond that for which the director was
elected.
12.2.3. Once members have been admitted to the Corporation, the Board may not, without the
members’ approval, specify or change any bylaw that would:
12.2.3.1. Fix or change the minimum or maximum number of directors;
12.2.3.2. Fix or change the authorized number of directors; or
12.2.3.3. Change from a fixed number of directors to a variable number of directors or vice
versa.
12.2.4. Without the approval of the members, the Board may not adopt, amend or repeal any bylaw
that would:
12.2.4.1. Allow any director to hold office by designation or selection rather than by election
of the members;
12.2.4.2. Extend or increase a director’s term of office;
12.2.4.3. Increase the quorum for members’ meetings;
12.2.4.4. Repeal, restrict, create, expand, or otherwise change proxy rights; or
12.2.4.5. Authorize cumulative voting.
12.2.5. New bylaws may be adopted or these bylaws may be amended or repealed by approval of the
members, provided, however, that any such adoption, amendment, or repeal also requires
approval by the members of a class if that action would:
12.2.5.1. Materially and adversely affect the rights, privileges, preferences, restrictions, or
conditions of that class as to voting, dissolution, redemption, or transfer in a manner
different than the action affecting another class;
12.2.5.2. Materially and adversely affect that class as to voting, dissolution, redemption, or
transfer by changing the rights, privileges, preferences, restrictions, or conditions of
another class;
12.2.5.3. Increase or decrease the number of memberships authorized for that class;
12.2.5.4. Increase the number of memberships authorized for another class;
12.2.5.5. Effect an exchange, reclassification, or cancellation of all or part of the memberships
of that class; or
12.2.5.6. Authorize a new class of memberships.
12.2.6. If any provision of these bylaws requires the vote of a larger proportion of the Board than is
otherwise required by law, that provision may not be altered, amended or repealed except by
that greater vote.
12.3. AMENDMENT OF ARTICLES OF INCORPORATION
12.3.1. Any amendment of the Articles of Incorporation may be adopted by approval of a majority of
the members represented and voting
12.3.2. Notwithstanding Subsection 12.3.1, above, this Corporation shall not amend its Articles of
Incorporation to add or to alter any statement which appears in the original Articles of
Incorporation regarding the Corporation’s initial street address or mailing address, the names
and addresses of the first directors of the Corporation, or the name and address of its initial
agent, except to correct an error in such statement or to delete the information after the
Corporation has filed the Statement required by section 6210 of the Nonprofit Law.
12.4. CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in
the Nonprofit Law shall govern the construction of these bylaws. Without limiting the generality of the
above, the masculine gender includes the feminine and neuter, the singular number includes the plural,
the plural number includes the singular, the term “person” includes both the Corporation and a natural
person, and vice versa. All references to statutes, regulations and laws shall include any future statutes,
regulations and laws that replace those referenced.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Amended and Restated Bylaws of
American Herbalists Guild and that such Amended and Restated Bylaws were duly adopted by the Board
of Directors of said Corporation on the date set forth below.
Dated: 5/27/2021
Signed: Denise Cusack, Secretary