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CASHE BYLAWS  (NOVEMBER 20, 2010)

A 50 1 (c)(4) Public Benefit Corporation

ARTICLE I

Name: CASHE

The name of this public benefit corporation is the California Association of School Health Educators (hereinafter referred to as CASHE).

ARTICLE II

Purpose

The purpose of CASHE shall be to promote the quality of health education instruction provided by public schools in California and to help children live healthier lives. Notwithstanding any other provision of these Bylaws, CASHE shall not carry on any other activities not permitted: under section 501(c)(4) of the Internal Revenue Code (or corresponding section of any future United States Internal Revenue Code).

ARTICLE III

Membership

Section 1. Members. Any individual or organization that pays the annual fee will be a member.

Section 2. Annual Meeting. A membership meeting shall be held once each year at a time and place as determined by the Board of Directors.

Section 3. Voting. All members shall be entitled to vote at the annual membership meeting.

Section 4. Quorum. A quorum shall constitute at least fifty percent of the members at membership meetings.

Section 5. Manner of Acting. The act of a majority of members at a meeting at which a quorum is present shall be an act of the membership, except as otherwise provided by law or by these bylaws.

Article IV

Board of Directors

Section 1. Composition. Board members shall include president, vice president, treasurer, and secretary and committee chairs as directed by the board. The members of the board of directors shall be referred to as the Board of Directors (BOD). There shall be no more than eleven (11) directors on the Board of Directors.

Section 2. Meetings. The Board of Directors  shall meet at least once per year. The location and time of the Board of Director meetings shall be designated by the Executive Board or by the BOD. The Executive Board shall be comprised of president, vice president, secretary, and a member-at-Iarge

The Executive Board shall meet as needed and shall have the general supervision of the affairs of CASHE between its business meetings, fix the hour and place of meetings except as provided by the Bylaws, make recommendations to the BOD and perform such other duties as specified in the bylaws.

Section 3. Notice. Notice of any meeting of the Board of Directors shall be communicated to each board member within seven (7) days. Notice for emergency meetings shall be given within forty-eight (48) hours by way of electronic or telephonic communication.  Special meetings may be called by the President or by the Executive Board. The purpose of the meeting shall be stated in the notice (call). Except in case of an emergency, at least 2 days notice shall be given.

Section 4. Quorum. A presence of FIVE of the voting members of the Board of Directors in office shall constitute a quorum for the transaction of business at any meeting of the  Board of Directors.

Section 5. Teleconferencing. Meetings of the Board may be conducted by teleconference, conference call, or other electronic means, provided that all persons can communicate with one another, and all persons arc otherwise able to fully participate in the meeting. Votes of the members of the Board of Directors received ill such manner shall have the same force and effect as votes at a meeting at which the members of the Board of Directors are physically congregated

Section 6. Action by Unanimous Written Consent. Any action which may be taken at a meeting of the Board of Directors may be taken by a unanimous written consent.

Section 7. Vacancies. Any vacancy on the Board of Directors may be filled by the Board of Directors. A Director selected to fill a vacancy shall serve the remaining, unexpired term of his or her predecessor.

Section 8. Nominating Committee. At the first board meeting of the year the President shall designate a Nominating Committee of at least two members to constitute a Nominating Committee. The Nominating Committee shall be approved by the Board of Directors. It shall be the duty of this Nominating Committee to put forth at least one candidate to fill each position on the Board of Directors. The Nominating Committee shall solicit nominations from the membership.

Section 9. Elections. The list of nominees developed by the Nominating Committee shall be presented to the membership for election at the annual meeting. Members in good standing who have paid their dues are entitled to vote.

Section 10. Term. Each member of the Board of Directors shall serve a term of two (2) years.

ARTICLE V

Officers

Section 1. Officers. The officers of CASHE shall initially be a President, Vice President, Secretary, and Treasurer and such other officers as may be determined by the Board of Directors. The Board of Directors may decide not to fill all offices and they may elect such other Officers as it shall deem necessary and proper, such officers to be vested with such authority and to be obligated to perform such duties as shall be prescribed by the Board of Directors.

Section 2. Election and Term of Office. The officers of CASHE shall be elected by the membership for a two-year term from date of election. Such election of officers shall be by the affirmative vote of a majority of the members in attendance at the annual meeting or a process directed by the CASHE board. When a board member assumes an officer position, his/her term as a board member ends and a new tern as an officer begins.

Section 3. Removal. Any officer may be removed from office at any time by a quorum of the Board of Directors.

Section 4. Vacancies. A vacancy in any office because of death. resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 5. President. The President shall be the principal elected officer of CASHE. The President shall appoint all standing and special committees, shall serve as a non-voting ex-officio member of all committees, and shall perform such other duties and functions as are necessary incident to the office or as may be prescribed by the Board of Directors.

Section 6. Vice President. The Vice President shall assist the President as necessary and appropriate and shall undertake and perform the duties and responsibilities of the office of President if such office is temporarily vacated or if the President is in absentia.

Section 7. Treasurer. The Treasurer shall be responsible for all funds of CASHE. He/she shall be responsible for monitoring and reporting the financial activities of CASHE and ensure an annual audit of the financial records. In general the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President of the Board of Directors.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board of Directors. The Secretary shall be custodian of the corporate records and a member of the Board of Directors.

ARTICLE VI

Committees

Section 1. Authority. The President, with the approval of the Board of Directors, may designate and appoint standing and ad hoc committees of CASHE. The committee chairs shall have voting rights on the board.

ARTICLE VII

Inurement

The property of this corporation shall be dedicated to abide by its nonprofit tax-exempt purpose and no part of the net income or assets if this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.

ARTICLE VIII

Finances

Section 1. Contracts, Checks, Deposits and Funds.

a. Contracts. The Board of Directors may authorize the President of CASHE in addition to the officers so authorized by these Bylaws, to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of, CASHE, and such authority may be general or confined to specific instances.

b. Checks. All checks, drafts, all orders for the payment of money, notes or other evidence of indebtedness issued in the name of CASHE shall be signed by the treasurer of CASHE and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President or Treasurer of CASHE.

c. Deposits. All funds of CASHE shall be deposited from time to time to the credit of CASHE such banks, trust companies, or other depositors as the Board of Directors may select.

d. Funds. The Board of Directors may accept, on behalf of CASHE, any contribution, gifts, bequests or devise for any of the purposes set forth in the Articles of Incorporation or Bylaws of CASHE.

e. Internal Controls. The Board of Directors shall establish policies and procedures to ensure that proper and adequate controls of CASHE financial affairs exist.

ARTICLE IX

Books and Records

CASHE shall keep correct and complete books and records and also keep minutes of the proceedings of the Board of Directors and of its Committees.

ARTlCLE X

Waiver of Notice

Whenever any notice is required to be given under California law, the Articles of Incorporation, or these Bylaws, a written waiver thereof signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE Xl

Indemnification

Section 1. General Indemnification. Each member of the Board of Directors and officer of CASHE now or hereafter in office, shall be, and hereby is indemnified by CASHE against any and all personal liability and reasonable expense excluding all amounts recovered through proceeds of insurance, (but including, without limitation, counsel fees and disbursements, and amounts of judgments, fines, taxes or penalties against, or amounts paid in settlement by, him/her) that may be incurred by such member of the Board of Directors, officer or person in connection with, or resulting from. any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (regardless of whether made or instituted by or in the right of the corporation) or in connection with any appeal relating thereto, in which he or she may become involved, as a part or otherwise, or with which he or she may be threatened, by reason of being, or having been, a member of the Board of Directors or officer of CASHE or serving or having served in such a fiduciary capacity, or by reason of any action taken or omitted in such person’s capacity as such member of the Board of Directors, officer or fiduciary, all subject as herein provided.

Without limiting or affecting the scope of the foregoing obligation, each said member of the Board of Directors, officer and person shall be fully indemnified and protected by the corporation in any action or omission to act taken in good faith in accordance with the advice, recommendation or opinion of the attorneys for the corporation, the accountants employed from time to time to supervise or audit the books and accounts of the corporation, or the actuary of any of said employee benefit plans.

No such indemnification shall be made with respect to (i) matters as to which any said member of the Board of Directors, officer or person shall be finally adjudged to have been dishonest, to have acted fraudulently or to have obtained a personal benefit at the expense of CASHE, any said other association, organization, or corporation or any such employee benefit plan in the performance of his or her duties, and (ii) amounts paid or expenses incurred in connection with the settlement of any such claim, action, suit, proceeding or appeal unless the corporation is advised by opinion of an independent counsel that said member of the Board of Directors, officer or person was not dishonest, did not act fraudulently and did not obtain any said personal benefit in the performance of his or her said duties.

The foregoing right of indemnification shall not be exclusive of other rights to which each said member of the Board of Directors, officer or person may be entitled, and shall be available whether or not such member of the Board of Directors, officer or person continues to be a member of the Board of Directors or officer of CASHE, of such other association, organization or corporation, or such a fiduciary at the time that any such liabilities and expenses are incurred, paid or satisfied. Said member of the Board of Directors, officer or person may be entitled, and shall be available whether or not such member of the Board of Directors, officer or person continues to be a member of the Board of Directors or officer of shall also keep minutes of the proceedings of the Board of Directors and of its Committees, of such other association, organization or corporation, or such a fiduciary at the time that any such liabilities and expenses are incurred, paid or satisfied.

If any provision or condition of this Section shall be determined to be invalid or void for any reason, such determination shall not affect the validity of any other provision of this Section or of these bylaws.

Section 2. Insurance. CASHE shall purchase and maintain legally required errors and omission insurance on behalf of the Board of Directors, officers, former board members and former officers. CASHE against any liability, or settlement based on asserted liability, incurred by them by reason of being or having been board members or officers of CASHE or directors or officers of such other association, CASHE, organization or corporation, or in a fiduciary capacity with respect to any benefit plan of the corporation, whether or not CASHE would have the power to indemnify them against such liability or settlement under the provisions of this section.

ARTICLE XII

Procedures and Communications

The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for CASHE where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws. All communications. balloting, and notices may be sent by U.S. mail, overnight courier, facsimile, and electronic mail.

ARTICLE XIII Amendments to Bylaws

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a quorum of the directors, present at any regular meeting or any special meeting. Written notice is given of attention to alter, amend, repeal or to adopt new Bylaws at such meeting.

ARTICLE XIV

Dissolution

Upon the dissolution of winding up of the corporation, its assets remaining after payment, or provision for payments, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for public and charitable purposes as a nonprofit organization and which has defined its tax. exempt status under section 50 1 (c)(4) of the Internal Revenue Code.