AS Bylaws

BYLAWS OF
ASSOCIATED STUDENTS OF SONOMA STATE UNIVERSITY, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION

MISSION STATEMENT

The mission of Associated Students (AS) is to enrich the lives of Sonoma State University students. This mission is realized through two distinct roles. First, AS promotes student interests through advocacy and representation. Second, as a corporation owned and governed by students for students, AS supports and sponsors a variety of programs, services, clubs and organizations. AS encourages opportunities to enhance the development of students through leadership participation, community service, social interaction and the development of individual attitudes and values.

ARTICLE I GENERAL PROVISIONS

Section 1 Name of the Organization.

The name of the organization is the Associated Students of Sonoma State University, and shall be referred to throughout these Bylaws as AS.

Section 2 Legal Standing of AS.

The AS is a student body organization and an auxiliary organization as defined in the California Education Code. The AS is organized and operated pursuant to the provisions of the California Education Code and regulations adopted by the Trustees of the California State University (Trustees) contained in Title 5 of the California Code of Regulation. The AS is a nonprofit public benefit corporation, which is organized and operated pursuant to the California Nonprofit Public Benefit Corporate Law.

Section 3 Oversight by the University.

Sonoma State University’s (herein referred to as “University”) President is responsible for the educational effectiveness, academic excellence, and general welfare of the University. As a student body organization and an auxiliary organization at the University, AS recognizes that it is an integral part of the University and is subject to the oversight and authority of the University President. AS agrees to conduct its operation in accordance with guidelines and policies established by the Trustees and the University President.

Section 4 Supremacy of AS Bylaws.

All codes and policies of the AS shall be, in form and interpretation, consistent with these Bylaws.

Section 5 Interpretation of AS Bylaws.

To the extent possible, these Bylaws shall be interpreted as to be consistent with applicable law, including the California Corporations Code, California Education Code and California Code of Regulations, Title 5. In the event that a provision of these Bylaws cannot be construed consistently with applicable law, such provisions shall be severed from the remainder of the Bylaws and considered to be of no force and effect. Such action shall not affect the remainder of these Bylaws, which shall remain in full force and effect.

Section 6 Principle Office.

The principle office of the AS is located in the Sonoma State Student Center on the campus of the university.

ARTICLE II MEMBERSHIP

Section 1 One Class of Members.

The AS shall have only one class of members within the meaning of Section 5056(a) of the California Corporations Code. Members shall be limited to individuals regularly admitted and enrolled as matriculating students at the University. Faculty, staff, and non-student employees of the University or University auxiliaries are not members, unless they are also regularly admitted and enrolled as matriculating students at the University.

Non-Discrimination. AS does not discriminate in its membership on the basis of race, color, sex, religion, national origin, ethnic group identification, sexual orientation, marital status, pregnancy, age, physical or mental disability, medical condition or veteran status.

Section 2 Term of Membership.

Membership shall commence on the first day of the semester for which the member was admitted and enrolled as a matriculating student by the University, and shall end immediately prior to the first day of the next academic semester, unless renewed by continuing admission and enrollment at the University. If a member’s admission and enrollment as a matriculating student at the University is terminated during an academic semester, membership in AS is immediately terminated.

Section 3 Honorary Membership in AS.

By resolution, the AS Senate may confer honorary memberships, as it deems appropriate, upon any class or classes of persons. Honorary membership may carry some or all of the rights of a member under the California Nonprofit Public Benefit Corporation Law other than the right to vote:

For the election of an officer or officers; or
On a disposition of all or substantially all of AS; or
On a merger; or
On a dissolution; or
On changes to AS’s Articles of Incorporation or Bylaws.

Section 4 Membership Not Transferable.

Membership in AS is not transferable

Section 5 Membership fees.

The ability to generate a fee for membership is established by the California Education Code and the California Code of Regulations, Title 5, and may be changed as provided by law. The University shall collect the membership fee at the time of registration, except as otherwise provided by the law. Once paid, the membership fee in non-refundable, except as noted by University policy, even if membership in AS is subsequently terminated

Section 6 Rights and Privileges of Membership.

Only members are entitled to vote, call for Special Elections, be appointed or elected as Officers, be appointed as an AS delegate to a committee, inspect corporate books and records, and otherwise exercise the rights of a member under the California Corporations Code. Honorary members have no rights or privileges of membership other than those granted to them by the AS Senate, at its sole discretion.

Article III Officers of AS

Section 1 Elected Executive Officers shall be:

President;
Executive Vice-President;
Vice-President of Finance;

Section 2 Qualifications for Executive Officers.

Qualifications in General. Each person seeking to become or to remain as an Executive Officer of AS must be a member of AS.
Academic Qualifications. Each person seeking to become or remain an Executive Officer of AS must comply with academic requirements established by the Trustees and the University President, as well as maintain a minimum 2.5 cumulative GPA. Under extraordinary circumstances, the University President in his/her discretion may make an exception to these requirements.
Election of Elected Executive Officers. The Executive Officers shall be elected by an absolute majority vote of the members voting at the duly held Annual Spring Election conducted in accordance with these Bylaws and the Sonoma State Elections Code.

Section 3 Term of Office for Elected Executive Officers.

Ordinary Term of Office. The term of office for Executive Officers shall be one year, commencing at a Senate meeting held the last week of instruction in the spring semester and ending at a Senate meeting held the last week of instruction in the spring semester the following year.
Successive Terms. Executive Officers shall be entitled to seek election and hold office for successive terms of office.

Section 4 Elected Senators shall be:

One (1) Senator for Community
One (1) Senator for Diversity
One (1) Senator for Student Resources
One (1) Senator for Sustainability;

Section 5 Qualifications for Special Interest Senators.

Qualifications in General. All persons seeking to become or remain a Senator must be a member of AS.
Academic Qualifications. Each person seeking to become or remain a Senators must comply with academic requirements established by the Trustees and the University President, as well as maintain a minimum 2.5 cumulative GPA. Under extraordinary circumstances, the University President in his/her discretion may make an exception to these requirements.
Election of Senators. The Senators shall be elected by an absolute majority of the members voting at the duly held Annual Spring Election conducted in accordance with these Bylaws and the Sonoma State Elections Code.

Section 6 Term of Office for Senators.

Ordinary Term of Office. The term of office for Senators shall be one year, commencing at a Senate meeting held the last week of instruction in the spring semester the following year.
Successive Terms. Senators shall be entitled to seek election and hold office for successive terms of office.

Section 7 Appointed Executive Officers

Qualifications in General. Each person seeking to become or to remain as an Appointed Executive Officer of AS must be a member of AS.
Academic Qualifications. Each person seeking to become or remain an Appointed Executive Officer of AS must comply with academic requirements established by the Trustees and the University President, as well as maintain a minimum 2.5 cumulative GPA. Under extraordinary circumstances, the University President in his/her discretion may make an exception to these requirements.
Selection of Appointed Executive Officers. The Appointed Executive Officer shall be interviewed by the appropriate body, appointed by the AS President and approved by a two thirds (2/3) vote of the AS Senate.
Term of Office for The Appointed Executive Officer. The term of office for an Appointed Executive Officer shall be one year, commencing on June 1st.

Section 8 Appointed Officers

Qualifications in General. Each person seeking to become or to remain as an Appointed Officer of AS must be a member of AS.
Academic Qualifications. Each person seeking to become or remain an Appointed Officer of AS must comply with academic requirements established by the Trustees and the University President, as well as maintain a minimum 2.5 cumulative GPA. Under extraordinary circumstances, the University President in his/her discretion may make an exception to these requirements.
Selection of Appointed Officer. The Appointed Officer shall be interviewed by the appropriate body, appointed by the AS President and approved by a two thirds (2/3) vote of the AS Senate.
Term of Office for Appointed Officer. The term of office for Appointed Officers shall be one year, commencing on June 1st.

Section 9 Holding More Than One Office.

One person may not concurrently hold more than one appointed or elected office.

Employees of AS. A member who is an employee of AS may not hold an officer position, as defined in this section, or other appointed position for which remuneration is given.

Section 10 Remuneration of Officers.

Officers shall receive remuneration, as established by the AS Senate upon recommendation of the AS Personnel Committee. Any increase or decrease in such remuneration recommended by the AS Personnel Committee, and approved by the AS Senate, shall not become effective until the date of transition for the incoming session of the AS Senate following approval.

Status of Officers. All categories of officers are not employees of the corporation. All officers are classified as statutory non-employees.

ARTICLE IV MEMBERSHIP ELECTIONS

Section 1 Member Voting Rights.

On each matter submitted to a vote of the members, each member shall be entitled to cast one vote. Cumulative voting shall not be permitted.

Section 2 Annual Spring Election Instead of Regular Membership Meeting.

Due to the nature of AS, an annual meeting of members is not routinely held. Instead, all regular business, which needs to be conducted by members on an annual basis, including the election of Officers, is handled by an annual general election of members held each Spring Semester (“Annual Spring Election”).

Section 3 Action by Election Instead of Membership Meeting.

Except as otherwise determined by the AS Senate, or as provided for by law, any matter or issue requiring the vote of the members, including the election of Officers, shall be submitted for vote by ballot held pursuant to these Bylaws and the Sonoma State University Elections Code.

Section 4 Requirements for Election by Ballot

The Sonoma State University Elections Code shall determine all election specifics other than those mentioned in this document;
1. The Sonoma State University Elections Code shall be a shared document of the AS, and the University. Approval by these two bodies is required for any changes or amendments to the document.
Content of Ballots. Any ballot distributed to the members to vote on an issue shall set forth the proposed action and provide an opportunity to specify approval or disapproval of the proposal.
Calculation of AS Membership. For purposes of this Section, AS Membership shall be the number of persons regularly admitted and enrolled as matriculating students at the University during the fifth week of the academic semester immediately prior to the academic semester in which the election is to be held (“AS Membership”). For the Annual Spring Election, AS Membership shall be determined during the fifth week of Fall semester.
Voting Requirements. The affirmative vote of a simple majority of the members voting in the election shall be the act of the members, unless the vote of a greater number of member(s) is required by these Bylaws.
Membership Fee Election. Any election involving the establishment or alteration of membership fees for AS shall follow all guidelines set forth in the California Education Code and the California Code of Regulations, Title 5 and any policy adopted by CSU Trustees or University President.

ARTICLE V AS SENATE

Section 1 AS Senate.

The AS Senate shall be the sole governing body of the AS

Section 2 Composition of the AS Senate.

The AS Senate shall be comprised of voting members, liaisons and advisors. Voting members shall be the Senators from each of the Academic Schools, Special Interest Senators and Executive Officers, as determined below

Voting Members
1. President;
2. Executive Vice-President;
3. Vice-President of Finance;
4. One (1) Senator for Community;
5. One (1) Senator for Diversity;
6. One (1) Senator for Involvement;
7. One (1) Senator for Student Services;
8. One (1) Senator for Sustainability;
Liaisons to the AS Senate shall consist of:
1. University President’s Designee;
2. Academic Senate’s Designee
Advisors to the AS Senate shall consist off:
1. AS Executive Director;
2. AS Student Government Coordinator

Section 3 Duties and Responsibilities of the AS Senate.

All members of the AS Senate shall strive to act in and represent the best interests of the student body of Sonoma State University and the organization of the Associated Students.

Duty of Good Faith. All members of the AS Senate shall perform his/her duties in good faith, in a manner which he or she believes to be in the best interest of AS and its members, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances,
Reliance on Others. All members of the AS Senate may rely on information, opinions, reports or statements prepared or presented by the persons listed below, so long as he/she acts in good faith, after reasonable inquiry, and without knowledge that reliance on such persons is unwarranted
1. Officers or employees of AS who are believed to be reliable and competent in the matters presented;
2. Professional advisors (including legal counsel, independent accountants, University or Foundation employees serving as advisors and/or representatives, etc.) who is believed to be acting on matters within such person’s professional competence or expertise;
3. Ad Hoc committees, or committees which members of the AS Senate believe to merit confidence on a matter within its designated authority.
Avoidance of Liability. A person who performs the duties of a member of the AS Senate in accordance with this section shall have no liability based upon any alleged failure to discharge the person’s obligations, including without limitations any acts or omissions which exceed or defeat a public or charitable purpose to which AS or its assets are dedicated.

Section 4 Authority of the AS Senate.

General Powers. Subject to the provisions of applicable law or these Bylaws relating to actions requiring approval of the Members, the activities and affairs of AS shall be conducted and all corporate powers shall be exercised by or under the direction of the AS Senate. The AS Senate may delegate management activities in consultation with the Executive Director to any person or persons, provided that all corporate powers and ultimate management responsibility shall continue to be exercised by the AS Senate.
Specific Powers. Without limiting the authority of the AS Senate as set forth above, the AS Senate shall be responsible for the following:
1. Supervising and directing the affairs, properties and operations of AST;
2. Approving the annual budget and budget revision of AS, and all AS financial policies;
3. Expressing the will, opinion or intent of the Associated Students of Sonoma State University;
4. Hearing reports from standing boards and committees;
5. Providing for an annual audit of AS’a books and recorder;
6. Ensuring that AS elections are held in accordance with the Sonoma State University Elections Code;
7. Adopting guidelines for the funding of student organizations and activities at the University;
8. Serving as the Board of Directors of the Corporation.

Section 5 Committees and Boards.

The AS Senate shall have standing Committees and Boards.

Committees are created to investigate and evaluate matters before the AS Senate.
1. Standing Committees shall have no authority to take action on any matter but may make recommendations for action to the AS Senate.
2. Each standing Committee shall contain at least one elected officer, who shall be a voting member of the Committee.
3. Each standing Committee’s specific duties shall be outlined in code section.
Boards are created to conduct the affairs and business of AS programs.
1. Boards shall have authority to take action on items and business as outlined in their Board codes.
2. Membership and procedures of standing boards shall be determined by the Board codes.
The following standing Committees and Boards are currently in existence
1. Corporate Affairs Boards
2. Personnel Committee.
Creation of Committees. The AS Senate may, by simple majority vote of the members of the AS Senate present at a duly held meeting, create one or more committees to investigate and evaluate matters before the AS Senate and to make recommendations to the AS Senate for action on those matters.
1. Creation of Ad Hoc Committees. The Chair of the Senate, or any Senate Member, may request establishment of an Ad Hoc Committee; the Chair of the Senate may, at their discretion, appoint Ad Hoc committees of the AS Senate to investigate and report on issues as necessary. The makeup and appointments to committees shall be at the sole discretion of the Chair of the Senate. These committees shall have no authority to take action on any matter, but may make recommendations for action to the AS Senate.
Delegation of Authority by the AS Senate. The AS Senate may delegate the authority of the Senate only to a committee composed solely of voting members of the AS Senate. The following cannot be delegated to such a committee as per section 5121 of the law:
1. The fixing of remuneration of Officers for serving on the AS Senate or on any Board or Committee
2. The amendment or repeal of Bylaws or the adoption of any new Bylaws;
3. The amendment or repeal of Bylaws or the adoption of any new Bylaws;
4. The amendment or repeal of any resolution of the AS Senate or members thereof;
5. The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law.

ARTICLE VI SENATE MEETINGS

Section 1 Regular Meetings of the AS Senate.

Regular meetings of the AS Senate shall be held at least on a monthly basis during the Fall and Spring semesters. However, no regular meetings shall be held during the week of final exams unless called by the Chair of the Senate. The meetings shall be held at a regularly scheduled campus location.

(a) Required Meeting. The AS Senate must meet the last week of instruction for the spring semester of each year. At this meeting the Senate will transition from one session to the next.

Section 2 Special Meetings of the AS Senate.

The Chair of the Senate may call special meetings of the AS Senate at any time.

Section 3 Open Meeting Requirements.

All AS Senate meetings, as well as those of its boards and committees are conducted in accordance with the Gloria Romero Open Meeting Act of 2000

Section 4 Quorum and Voting Requirements.

Quorum for the AS Senate meetings shall be two thirds (2/3) of the voting members then in office.

Acts of the AS Senate in General. Every act or decision done or made by a simple majority vote of the voting senate members present at a duly held Senate meeting at which quorum is present is the act of the AS Senate, except otherwise provided by these Bylaws.
1. For purpose of this section, a voting member of the AS Senate is not considered to be present at the meeting if the member disqualifies himself/herself from discussing or voting on a matter before the Senate due to a conflict of interest as defined in these Bylaws.
2. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of voting members, if any action taken is approved by at least a majority of the required quorum for that meeting, or a greater number required by these Bylaws.
Transactions Requiring a Two-Thirds (2/3) Vote of Senate Members in Office. The following acts require a two-thirds vote of the AS Senate members in office in order to be effective:
1. Adopting, repealing, or amending the Bylaws;
2. Removing Officers from office;
3. Approving appointments to fill vacant positions of Senators;
4. Approving appointments to fill vacant positions to fill vacant positions of Executive Officers, other than President;
5. Reconsidering an act of the AS Senate;
6. Approving the annual schedule of meetings.

Section 5 Notification of Advisors and Liaisons.

The following Advisors and Liaisons to the AS Senate, as set forth below, are entitled to the same notice and right to attend meetings of the AS Senate, Boards and Committees as the voting members, including the right to attend closed sessions unless otherwise determined by the acting Administrative Officer of the AS Senate

University President or Designee;
AS Executive Director or Designee;

Section 6 Notification of Faculty Liaison.

The following Liaison to the AS Senate, as set forth below, are entitled to the same notice and right to attend meetings of the AS Senate as the voting members, including the right to attend closed sessions unless otherwise determined by the acting Administrative Officer of the AS Senate.

Academic Senate’s designee

ARTICLE VII EXECUTIVE OFFICERS

Section 1 Duties of Elected Executive Officers.

Duties of The President. The President shall be the chief executive officer of AS and shall, subject to the control of the AS Senate, have general supervision, direction and control of AS. The President shall have the general power and duties of management usually vested in the office of president of a corporation, together with such other powers and duties as may be prescribed by the AS Senate and the Bylaws, including:
1. Representing the members and the AS itself to all persons and organizations within and outside the University;
2. Advocating the student perspective on issues that affect the quality of student life, including but not limited to the quality of education, student rights, student life, and campus issues;
3. Serving as Chair of the Senate and as a voting member of the AS Senate; voting to only make or break a tie.
4. Supervising and delegating the day to day management duties of the corporation to the AS Executive Directory
5. The AS President shall be responsible for all duties as articulated in the President’s Duties and Responsibilities code as passed by the AS Senate.
Duties of the Executive Vice President. The Executive Vice-President (also known as the (Corporate Secretary) shall have the following duties and responsibilities:
1. Serving as AS President in the temporary absence of the AS President;
2. Advocating the student perspective on all issues that affect the quality of student life, with a primary focus on academic affairs and the quality of education;
3. Serving as the Corporate Secretary of the Corporation;
4. Serving as a voting member of the AS Senate;
5. The AS Executive Vice-President shall be responsible for all duties as articulated in the Executive Vice President’s Duties and Responsibilities code as passed by the AS Senate.
Duties of the Vice-President of Finance. The AS Vice-President of Finance (also known as the Chief Financial Officer) shall have the following duties and responsibilities:
1. Keeping and maintaining accurate accounts of the properties and business transactions of the Corporation, including liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements;
2. Serving as a voting member of the AS Senate;
3. Serving as the Chief Financial Officer of the Corporation;
4. The AS Vice-President of Finance shall be responsible for all duties as articulated in the Vice President of Finance’s Duties and Responsibilities code as passed by the AS Senate.

Section 2 Designation of Corporate Officers.

The President, Executive Vice President, and the Vice President of Finance shall be the corporate officers.

Section 3 Other Officers as Required.

The AS Senate, in its discretion, may create such other subordinate Appointed Executive Officer positions as may be required by the affairs of the Organization, and may specify the term, qualifications, and duties of such appointed Executive Officers. The AS President shall nominate, and the AS Senate shall appoint, persons to fill these positions in accordance with these Bylaws and any additional requirements specified by the AS Senate.

ARTICLE VIII SENATORS

Section 1 General Duties of Senator.

Each Senator shall serve/represent the best interests of the student body of SSU.
Each Senator shall serve as a voting member of the AS Senate.
Each Senator shall be responsible for all duties as articulated in the respective Duties and Responsibilities code as passed by the AS Senate.

Section 2 Senate Vice Chair.

The AS Senate, prior to June 1st, shall elect one of the Senators as the Senate Vice Chair. The Senate Vice Chair shall have the following duties and responsibilities-

Serving as the chair of the AS Senate meeting in the temporary absence or vacancy of the Chair of the Senate with the following duties and responsibilities
1. Calling and conducting meetings of the AS Senate;
2. Serving as the administrative officer of the AS Senate.
Serving as a voting member of the Interim Executive Boards/

ARTICLE IX VACANCIES, RESIGNATION AND REMOVAL OF OFFICERS

Section 1 Vacancies in General.

A vacancy of any office of AS shall be deemed to exist on the occurrence of any of the following:

The death, resignation or removal of the Officer;
One of the Officer positions is not filled through the duly held election or selection process.

Section 2 Resignation of an Officer.

Any officer of AS may resign by giving written notice to the Chair of the Senate and AS Executive Director. The resignation shall be effective upon delivery of the notice, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective.

Section 3 Removal of an Officer of AS.

Removal of AS Officers by Superior Court. In accordance with applicable law, the Superior Court of Sonoma County may, remove from office any officer the court finds fraudulent or finds to have committed dishonest acts or gross abuse of discretion, relating to AS. The Associated Students of Sonoma State University shall be made a party to such action.
Removal of Elected AS Officers by Recall Election. An Elected officer of AS may be removed by a vote of the members, at an election duly held under the authority of the SSU Elections Code.
Removal of AS Officers by the AS Senate The AS Senate shall have the power to remove an Officer of AS and declare his or her office vacant under any of the following circumstances:
1. The officer has neglected the duties of his or her position, as outlined in these Bylaws or the corresponding codes;
2. The officer, at any time, does not meet the qualifications, as outlined in these Bylaws, CSU policy or the corresponding codes;
3. The officer is found to be of unsound mind by a final order of court of competent jurisdiction;
4. The officer is convicted of a felony by final order of a court of competent jurisdiction;
5. The officer has three (3) unexcused absences in their term between June 1st and December 31st and/or three (3) unexcused absences in their term between December 31st and May 31st.
6. Furthermore, Elected Officers of AS may be removed if he or she has been determined to breach a duty articulated in the California Corporations Code by final order of a competent jurisdiction.
Process for removal by the AS Senate. The following process shall be used for the removal of any AS Officer by the AS Senate.
1. A written request for the removal of the officer which includes citation, and rationale for use, of one of the 5 sections of Article IX, Section 3C of these Bylaws by a member of AS or the President of the University, or designee, is presented to the Chair of the Senate;
2. The AS Corporate Affairs Board will be called for an evidentiary hearing;
3. In the evidentiary hearing all persons bearing evidence in this matter will be asked to speak, as well as time for the Officer in question to address all evidence and the written request for his or her removal;
4. The AS Corporate Affairs Board will vote on whether there is sufficient evidence to forward this to the AS Senate for action;
5. In the case where the AS Corporate Affairs Board determines enough evidence is present to continue, the AS Senate will have on its agenda, at the first available meeting following the evidentiary hearing, a discussion item in which the Chair of the Senate and Executive Director, will share the written request for removal, the evidence presented to the AS Corporate Affairs Board and grant opportunity for the Officer in question the opportunity to address the AS Senate;
6. The AS Senate, at its next meeting, will have an action item to remove the Officer in question;
7. Removal will require two-thirds (2/3) affirmative vote of the AS Senate voting membership then in office.

Section 4 Filling Vacancies of an Officer of AS.

Filling Vacancies of Appointed Officers. Vacancies of any Appointed Executive Officer or other Appointed Officer shall be filled according to the processes outlined in the corresponding code.
Filling of Vacancies of Senators. A vacancy of a Senator shall be filled as follows: a nominee shall be recommended by the Corporate Affairs Board and the nominee shall be approved by a two-thirds (2/3) vote of the AS Senate then in office.
Filling a Vacancy of the AS President. In the event that the President is unable to perform the functions of the office, is removed or resigns the Executive Vice President shall become AS President with all the rights and responsibilities therein.
1. In the event that the Executive Vice President is unable, unwilling or unavailable to perform the duties of the President, the Vice-President of Finance shall become AS President with all the rights and responsibilities therein.
Filling a Vacancy of other Elected Executive Officers. In the event that the Executive Vice President and the Vice-President of Finance is unable to perform the functions, is removed or resigned for the office the vacancy shall be filled as follows: a nominee shall be recommended by the Corporate Affairs Board and the nominee shall be approved by a two-thirds (2/3) vote of the AS Senate then in office.

ARTICLE X INTERIM EXECUTIVE BOARD

Section 1 Authority of the Interim Executive Board.

During the summer and winter breaks when the AS Senate does not hold regular meetings, the Interim Executive Board shall be responsible for the execution of all AS programs and all emergency matters concerning the AS that arise. The Interim Executive Board may take action on financial matters, so long as such action is approved by a two thirds (2/3) vote of the Interim Executive Board members then in office.

Section 2 Composition of the Interim Executive Board.

The Interim Executive Board shall be comprised of the President, Executive Vice- President, Vice-President of Finance, and the Senate Vice Chair.

Advisors and Liaisons. The non-voting representatives specified in Article VI, Section 5, shall have the same privileges with respect to meetings of the Interim Executive Board as they have with respect to the meetings of the AS Senate.
Chair of the Interim Executive Board. The Chair of the Interim Executive Board shall be the President. If the President is unable to attend meetings of the Interim Executive Board, the Executive Vice President shall serve as Chair of the Interim Executive Board.

Section 3 Duties of Interim Executive Board.

The Chair of the Interim Executive Board shall have the same general duties as the AS Senate set forth in Article V, Section 3

Section 4 Quorum and Voting.

At any meeting of the Interim Executive Board, a quorum shall consist of a two-thirds (2/3) of the Interim Executive Board officers then in office.

Voting Requirements. Every act or decision done or made by a simple majority vote of the officers of the Interim Executive Board present at a duly held meeting, at which a quorum is present, is the act of the Interim Executive Board, except that financial matters must be approved by at least a two third (2/3) vote of the Interim Executive Board officers then in office.

ARTICLE XI LIMITATION ON INTERESTS

Section l Conflict of Interest.

No member of the AS Senate shall be financially interested in any contract or other transaction entered into by the AS Senate that is not in accordance with the conflict of interest provisions set forth in Education Code Sections 89906-89909. The following relationships are specifically deemed not permissible:

Any contract, other than an employment contract, directly between the Institute and an Institute Director.
Any contracts between the Association and an partnership or association in which an Institute Director is a partner, or owner, or holder, directly or indirectly, of a proprietorship interest.
Any contract between the Institute and a for-profit corporation in which an Institute Director is the owner or holder, directly or indirectly, of five (5) percent or more of the outstanding common stock.
There are other relationships, including the following that are permissible
1. Contracts between the Institute and a for profit corporation in which an Institute Director is the owner of holder of five (5) percent of the outstanding common stock.
2. Contracts between the Institute and a for profit on whose Board of Directors an Institute Director serves and such Director is the owner or holder, directly or indirectly, of less than five (5) percent of the outstanding stock.
3. Contracts between the Institute and a nonprofit corporation on whose Board of Directors an Institute Director serves and such Director is the owner or holder, directly or indirectly, of less than five (5) percent of the outstanding stock.
4. Contracts between the Institute and a nonprofit corporation on whose Board of Directors and Institute Director serves.

ARTICLE XII EMPLOYEES

Section 1 In General.

Salaried employees, including an Executive Director, shall assist the Officers in their duties. Salaried staff need not be members of the Corporation. Salaries, working conditions and benefits shall be set in accordance with applicable provisions of the California Education Code and the California Code of Regulations, Title 5.

Section 2 AS Executive Director.

The AS Executive Director shall be appointed by the AS President, with the advice and approval of the AS Senate and the President of the University.

Section 3 Employment Contracts.

The employment contracts of all AS salaried employees shall contain the following clause:

(a) The employee shall execute their duties in order to benefit the best interest of the members of the Associated Students of Sonoma State University.

ARTICLE XIII FINANCES

Section 1 Standards for Investment.

All AS funds shall be held, deposited, or invested in accordance with the provisions of California Education Code section 89301 and California Corporations Code section 5240

Section 2 Audit.

The AS shall annually contract for and receive an audit of the funds of AS, conducted by a certified public accountant, in accordance with California Education Code Section 89900. The audited financial statement shall be submitted and published as required by law.

Section 3 Acceptance of Gifts.

The AS shall not accept and grant, contract, bequest, trust or gift unless it can be accepted and used for purposes consistent with policies adopted by the Trustees and the University.

Section 4 Use of Funds.

The AS Senate, in accordance with the policies adopted by the Trustees and the University, shall approve all AS expenditures and fund appropriations

The AS’s funds shall not be used for purposes inconsistent with the policies of Trustees and University including:
1. To support or oppose any candidate for public office, before the voters of the State of California or any subdivision thereof except as may be permitted by law and policies of the University or Trustees. This prohibition does not apply to
  1. Expressions of opinion published in the student press; or
  2. Support of a position taken by the Trustees on an issue, which the Trustees have determined, will significantly affect any campus of the California State University.
To make personal loans for non-educationally related purposes, except that such loans may be made when specifically authorized by a trust instrument under which the funds are received.
Trust Funds. Except as otherwise required by law, trust funds shall be used specifically for the purpose designated in the instrument creating the trust.

ARTICLE XIV INDEMNIFICATION

Section 1 Right of Indemnity.

To the fullest extent permitted by law, the AS shall indemnify all present and former officers, agents and employees, against any and all expenses actually and reasonably incurred by them as a result of their involvement with the Corporation.

Section 2 Approval of Indemnity.

On written request to the AS Senate by any person seeking indemnification under this Article, the AS Senate shall promptly determine whether indemnification is proper under these Bylaws and Corporations Code section 5238. If the AS Senate determines that indemnification is proper, the AS Senate shall immediately authorize indemnification by simple majority vote at a duly held AS Senate meeting where there is a quorum consisting of AS Senate members who are not seeking such indemnification. For purposes of this section, an AS Senate member is not considered to be present at the meeting if the AS Senate member is seeking indemnification. If the AS Senate cannot authorize indemnification because the number of AS Senate members not seeking indemnification is insufficient to form a quorum, the AS Senate may seek authorization by the alternate means set forth in Corporations Code Action 5238.

Section 3 Advancement of Expenses.

To the fullest extent permitted by law, except as otherwise determined by the AS Senate in a specific instance, expenses incurred by a person seeking indemnification under this Article shall be advanced by AS as they are incurred

Section 4 Insurance.

The AS shall make every effort to acquire and maintain adequate insurance covering its Officers, agents and employees against any liability, which might be asserted against them as a result of their involvement with AS.

ARTICLE XV RECORDS AND REPORTS

Section 1 Maintenance of Corporate Records.

AS shall generate and maintain all corporate records as required by law, including

Books and Records of Account. AS shall maintain adequate and correct books and records of account.
Minutes of Meetings. AS shall maintain written minutes of all meetings of the members, AS Senate and standing Boards and Committees.
Membership List. AS shall maintain, and update on a quarterly basis, a record of each member’s name and address (“Membership List”). Unless a member has provided AS with a different address, the official address for each member shall be in the office of the Admissions and Records.

Section 2 Inspection Rights of Members.

Accounting Books and Records and Minutes of Proceedings. On written demand of AS, any member may inspect the accounting books and records and the minutes of the proceedings of the members, the AS Senate and Boards and Committees at any reasonable time for a purpose reasonably related to the member’s interest as a member of AS.
Inspection of Maintenance and Inspection of Article and B la s. AS shall keep at its principal office, the original or a copy of the Articles of Incorporation and Bylaws, as amended which shall be open to inspection by the members at all reasonable times during regular office hours.

Section 3 Inspection Rights of AS Senate Members.

Every AS Senate member shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind that are maintained by the AS, and to inspect the physical properties owned by AS

Section 4 Inspection by Representative.

Any inspection permitted in this Article may be accomplished by the person entitled to the inspection, or by such person’s agent or attorney. The right of inspection includes the right to copy and make extracts.

ARTICLE XVI AMENDMENTS TO BYLAWS

Section 1 Amendment by the AS Senate.

Except otherwise provided by these Bylaws the AS Senate may adopt, amend or repeal Bylaws, or any part thereof, by the vote of two-thirds (2/3) of the voting AS Senate members then in office at a duly held meeting; provided however, that the AS Senate may not take action to adopt, amend or repeal a Bylaw which would adversely affect the voting rights of members.

Section 2 Amendment by Members.

Except as otherwise provided by these Bylaws, the AS Senate may adopt, amend or repeal these Bylaws, or any part thereof, at any regular meeting of AS Senate by a two-thirds (2/3) vote of those voting, a quorum being present. Should an amendment to the Bylaws adversely affect the rights and privileges of members, Bylaws must be approved by a simple majority vote of the members at a duly held election.

Section 3 Copy Provided to Chancellor.

A complete copy of these Bylaws, and any amendments made to these Bylaws, shall be provided by AS to the Chancellor of California State University (Auxiliary and Business Services Department) within 30 days after approval.

Signed by Executive Vice President Noelia Brambila Perez, Corporate Secretary Mar 1, 2021