BRIDGE Bylaws

Section 1.1 Name and Location.

The name of this corporation is BRIDGE. (hereinafter the “BRIDGE”), a not-for-profit corporation incorporated in the State of California, United States of America.

ARTICLE II: PURPOSE

Section 2.1 Statement of Purpose.

BRIDGE is a purpose driven community, biased to action, that helps companies identify and dismantle the existing structures that contribute to the Gap in Belonging, Representation, Inclusion, Diversity and Equity. By bringing together passionate DE&I and marketing business leaders and through the development of proprietary research, innovative storytelling and other programs, we will BRIDGE the Gap between where we are now and where we need to be.

ARTICLE III: A GLOBAL ORGANIZATION

BRIDGE is a global purpose driven trade group (referred to herein as “BRIDGE”), which is overseen by a BRIDGE Leaders Board of Directors (“Board”).

BRIDGE may establish relationships with other like-minded national and/or regional organizations that desire to affiliate with the BRIDGE brand through licensing agreements or other legal arrangements. Such affiliations shall be approved by the Board.

ARTICLE IV: MEMBERSHIP

Section 4.1 Categories of Membership.

BRIDGE shall offer one category of general membership. General Members have voting rights and shall be comprised of 1) marketers, agencies, media sellers, enabling technologies, carriers, consultancies, and any other industry segments as the Board in its discretion deems appropriate, and 2) individual executives. Once admitted, each company or organization shall be a “Member” of BRIDGE pursuant to the terms of these Bylaws, the Articles of Incorporation and any written agreement entered into between the Member and BRIDGE.

Section 4.2 Qualifications for Membership.

Membership in BRIDGE shall be available to any individual, business entity or organization that 1) meets the criteria for membership then established by the Board, 2) supports the mission and purposes of BRIDGE as established by these Bylaws, and 3) is current in its payment of annual membership fees. 

Section 4.3 Membership Dues, Fees and Admission.

4.3.1 Approval by Membership Committee. Dues for all Members shall be established by the CEO, with input from Board. 

4.3.2 Membership Roll. The membership roll shall be maintained by BRIDGE, reflecting the list of eligible voting Members as of the record date, and shall be produced at any meeting of Members, if requested by a Member in writing (by written notice to the CEO) at least ten (10) days prior to any such meeting.

Section 4.4 Renewal, Resignation and Removal.

Unless otherwise agreed to in writing by BRIDGE, membership shall be on an annual basis and will be renewed automatically upon payment of the following year’s dues. 

A Member may resign at any time, but shall not be entitled to a refund of any dues. 

Failure to pay dues within one hundred and twenty (120) days of invoice shall result in automatic termination of membership unless otherwise agreed to by the CEO. Furthermore, the CEO shall be authorized to terminate a membership in the event of failure to maintain eligibility or good standing as defined in these Bylaws or other such rules, regulations and policies, upon reasonable notice to the Member.

ARTICLE V: MEMBERSHIP MEETINGS, VOTING

Section 5.1 Annual Meeting.

The Annual Meeting of the Members of BRIDGE may be held one time each year. BRIDGE shall cause notice to be made to each Member in good standing at least thirty (30) days before the scheduled date of the Annual Meeting, stating the time and place of the Annual Meeting. Such notice shall be deemed to be delivered when transmitted, addressed to the Member’s designated point of contact at the e-mail address as it appears on the membership roll of BRIDGE. For the purpose of determining Members entitled to notice of or to vote at any meeting of the Members, the CEO may set a record date for such determination of Members in good standing. 

Section 5.2 Regular and Special Meetings.

Regular and/or Special Meetings of BRIDGE, for any purpose unless otherwise prescribed by statute, can be held at such times and places as the Board may decide, or upon petition to the Board by at least thirty percent (30%) of the Members then in good standing. The CEO, or such other appropriate party, shall cause notice to be made to each Member at least ten (10) days before the scheduled date of the Regular and/or Special Meeting, stating the time and place of the Regular and/or Special Meeting to every Member in good standing. Such notice shall be deemed to be delivered when transmitted, addressed to the Member’s designed point of contact at their e-mail address as it appears on the membership roll of BRIDGE. For the purpose of determining Members entitled to notice of or to vote at any meeting of the Members, the Board may set a record date for such determination of Members in good standing that shall not be less than 20 nor more than 60 days prior to the date of the scheduled meeting

 Section 5.3 Action of Members Without a Meeting.

Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Members.

Section 5.4 Quorum.

Unless a greater percentage of Members is specified for specific matters herein, the presence in person or by proxy of Members entitled to vote more than fifty percent (50%) of the total votes of the Members shall constitute a quorum for matters on which all Members are entitled to vote.

Section 5.5 Proxies.

Votes may be cast by Members in person or by proxy (who shall also be a Member or the CEO). Every proxy must be executed in writing by the Member or his or her duly authorized attorney-in-fact. Such proxy shall be filed with the CEO, or such other appropriate party, before or at the time of a meeting at which such proxy will be exercised. No proxy shall be valid after the expiration of three (3) months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable and shall automatically cease upon termination of the Member’s membership in BRIDGE.

Section 5.6 Majority Vote.

At any meeting of the Members, if a quorum is present, the affirmative vote of a majority of the votes represented at the meeting, in person or by proxy, shall be the act of the Members, unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 5.7 Cumulative Voting.

Cumulative voting is not permitted for any purpose.

Section 5.8 Waiver of Notice.

Before, at or after any meeting of the Members, any Member may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Member at any meeting shall be a waiver of notice by such Member except when such Member attends the meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 5.9 Adjournment of Meetings.

If any meeting of BRIDGE cannot be held because a quorum is not present, a majority of the Members who are present at such meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, the presence in person or by proxy of Members entitled to vote more than thirty percent (30%) of the total votes of the Members entitled to be cast shall, except as may be otherwise required by law or provided in the Articles of Incorporation or these Bylaws, constitute a quorum at such meeting and any business which might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings.

Section 5.10 Matters Requiring Member Vote Under California Law.

Where California law requires that Members vote on specific matters, only Members in good standing shall be entitled to vote on such matters. Such approval and quorum requirements shall be prescribed by state law.

ARTICLE VI: BOARD OF DIRECTORS

Section 6.1 Composition.

The Board shall be comprised of eight (8) to twenty seven (27) Directors who have voting rights and who are Members nominated pursuant to the nomination process set forth in Section 6.4 below (“At-Large Directors”). Additionally, the CEO of BRIDGE, the Chairperson Emeritus and the Treasurer shall be non-voting Board Directors and do not count toward the 8 – 27 voting Directors as set forth above.

The Chairperson and/or CEO may invite others to serve as guests of a Board meeting upon prior approval from the Chairperson of the applicable Board. There shall be no more than eight (8) guests at any one Board meeting and such guest shall have no voting rights.

 Section 6.2 Qualifications.

6.2.1 Directors. Directors must be Members of BRIDGE in good standing and whose business is active in a relevant industry that directly benefits from the purpose of the BRIDGE as set forth in Section 2.1. 

6.2.2 CEO. The CEO manages the ongoing operations for the BRIDGE. The CEO will be a non-voting member of the Board. 

Section 6.3 Term of Office.

Each Director shall hold office until the election and qualification of his or her successor or until the earlier of his or her death, resignation, or removal. The board term for each Director shall be two (2) years (“Board Term”). An At-Large, non-officer Director may not serve more than four (4) consecutive Board Terms on an individual Board, unless the Nominations Committee makes an exception to such limit on a case-by-case basis. Term limits do not apply to elected officers during their time in office except for the Chairperson whose term limit shall be one (1) year (“Chairperson Term”).

Notwithstanding the preceding, the CEO shall serve as a Director for as long as he or she is employed with the BRIDGE.

Section 6.4 Election Process for Directors.

As set forth in Section 6.5, the Board Nominations Committee will be responsible for providing a slate of Board At-Large Director nominees for approval or rejection by the Members pursuant to the annual election process. At least three (3) Board Directors must not have served on the Board during the previous Board Term. If there is a vacancy on the Board, the Board Nominations Committee may, by majority vote, fill such vacancy. “Vacancy” shall mean any un-filled position on the Board. The Board Nominations Committee shall adhere to BRIDGE’s Director Vacancy Policy when filling any such vacancy.

Section 6.5 Nominations Committee.

The Board Nominations Committee shall consist of the Chairperson, Chairperson Emeritus, the CEO and at least two (2) but no more than six (6) Directors as selected by the Board Chairperson, the Board Chairperson Emeritus and the CEO. The Board Chairperson shall chair the Board Nominations Committee for the purpose of providing a slate of Board At-Large Director nominees unless he or she relinquishes such responsibility to another member of the Board Nominations Committee. The CEO shall not have voting rights.

The Board Nominations Committee will notify Members via email that BRIDGE is beginning an election process no later than thirty (30) days prior to the Board Nominations Committee providing a slate of Board At-Large Director nominees and will solicit suggestions for At-Large Board Directors from the Members. Annually, the Board Nominations Committee will meet and approve, by majority vote, a slate of nominees to fill all or some seats that will be vacated at the end of that term. The Members will either approve or reject the slate of nominees by majority vote with at least thirty percent (30%) of the membership voting. Members will vote via e-mail. If a slate is rejected, the Board Nominations Committee will provide a new suggested slate for membership approval or rejection. 

Section 6.6 Seating of New Directors.

Newly elected Directors shall be seated at the Board meeting following the conclusion of the election process.

Section 6.7 Removal or Resignation.

A Director may be automatically removed from a Board in the event that their Membership dues have not been paid in full within ninety (90) days of their due date or their membership in BRIDGE is terminated for any reason, unless otherwise agreed to by the Board. A Director may be removed with or without cause upon the vote of at least seventy-five percent (75%) of a quorum of a Board.

A Director may resign at any time by giving written notice to the Chairperson of the Board.

Section 6.8 Participation in Board Meetings.

During each Board Term, a Director shall use his or her best efforts to attend every Board meeting in person. Specific attendance requirements are set forth in the BRIDGE Director Attendance Policy. Failure to attend meetings in satisfaction of the BRIDGE Director Attendance Policy will disqualify a Director from “good standing” status and, at said Board’s discretion, the Director may be removed from such Board.

Section 6.9 General Powers and Duties.

The direction, control, and management of the affairs, property and funds of BRIDGE shall be vested in the Board, which shall pursue such policies and exercise such functions and responsibilities in accord with and in furtherance of the purposes and objectives of the BRIDGE, its Articles of Incorporation, these Bylaws, and the applicable statutes of the State of California, the United States, and any other jurisdictions in which the BRIDGE operates.

Section 6.10 Actions Specifically Reserved for the Board.

Only the Board shall have the authority to approve the following actions on behalf of the BRIDGE:

6.10.1 Merger, sale, spin-off, or dissolution of the BRIDGE;

6.10.2 Acquisition of an entity by the BRIDGE;

6.10.3 Suspension of operations;

6.10.4 Declaration of insolvency or bankruptcy;

6.10.5 Sale or transfer of assets with a total value greater than 5% of the BRIDGE's prior year's gross revenue or $50,000, whichever is greater;

6.10.6 Removal of a Director; and

6.10.7 Amendment of these Bylaws.

ARTICLE VII: MEETINGS OF THE BOARD, VOTING

Section 7.1 Meetings.

A meeting of the Board shall be held at least one time per calendar year at such time and place as determined by the Board for the convenience of the Board Directors. 

Any business may be transacted at a Board meeting. Such meeting may be conducted by telephone or video conference; provided, that each Director can hear each other Director, at any time. 

Section 7.2 Notice of Meetings.

Any meeting of a Board may be held upon the giving of at least three (3) days prior notice of the time and place thereof to each Director by electronic mail at the Director’s email address of record. Notices need not state the purposes of the meeting.

Section 7.3 Organization of Directors' Meetings.

Meetings of each Board shall be convened by the Chairperson or Acting Chairperson as designated by a Board. In the absence of the Secretary, the Chairperson shall appoint an Acting Secretary for the meeting. The order of business at all meetings shall be determined by the Chairperson, in consultation with the Directors and the CEO.

Section 7.4 Minutes of Meetings.

Minutes of all meetings shall be prepared and a copy shall be supplied to each member of a Board. All minutes shall be approved by a Board at the next meeting following the one at which the minutes were taken. 

Section 7.5 Quorum, Transactions, Adjournment.

A majority of the Directors then serving shall constitute a quorum for the transaction of business of a Board, and the actions of a majority of the Directors taken where such quorum exists shall be the official acts of a Board. There is only one authorized vote per Director. Only Directors in good standing are permitted to vote at Board meetings. If there is a split vote, the Chairperson Emeritus shall cast the deciding vote.

A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment shall be given to all Directors who were absent at the time of such adjournment.

Section 7.6 Matters Requiring Super-Majority Vote.

Any vote of the Board on a proposal providing for the merger, sale, dissolution, suspension of operations, declaration of insolvency or bankruptcy, material sale or transfer of assets, or division or spin-off of BRIDGE shall require the approval of at least seventy-five percent (75%) of the Board Directors (including any abstentions) where, as a condition to the vote being called, a special quorum of 75% of the Board eligible to vote must first be established. 

Section 7.7 Proxies.

Consistent with the Director participation policy set forth in Section 6.8, votes may be cast by Directors in person or by proxy. Every proxy must be executed in writing by the Director or its duly authorized attorney-in-fact. Such proxy shall be filed with the Chairperson and/or CEO of BRIDGE before or at the time of the Board meeting at which such proxy will be exercised. No proxy shall be valid after the expiration of three (3) months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable and shall automatically cease upon the death of the Director or resignation or removal of the Director from a Board.

Section 7.8 Action of Directors Without a Meeting.

Any action required or permitted to be taken at a meeting of a Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be agreed to via email by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of a Board.

Section 7.9 Waiver of Notice.

Before, at or after any meeting of a Board, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any Board meeting shall be a waiver of notice by such Director except when such Director attends the meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

ARTICLE VIII: OFFICERS AND BOARD COMMITTEES

Section 8.1 Officers; Titles; Nominations; Term.

The officers of BRIDGE shall be elected from among the Board Directors, which shall be a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer. Additionally, the Board’s prior Chairperson shall automatically become the Chairperson Emeritus. The Board Nominations Committee, led by the Chairperson Emeritus, shall nominate a slate of officers, for approval or rejection by the Board. Additionally, if there is an officer vacancy, the Board Nominations Committee may, by majority vote, fill such vacancy. Each Board may appoint such other officers, as it may consider necessary or advisable, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by such Board. One person may hold any two (2) offices, except that no person may simultaneously hold the offices of Chairperson and Secretary or the offices of Chairperson and Treasurer. In all cases where the duties of any officer is not prescribed by the Bylaws or by a Board, such officer shall follow the orders and instructions of the Chairperson. Each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed. 

Section 8.2 Executive Committee; Nominations; Election.

The Executive Committee of the Board shall consist of up to seven (7) members who have voting rights and three (3) members who do not have voting rights. The members who have voting rights are: Board Chairperson, Board Vice Chairperson, Board Secretary and up to four (4) At-Large Board Directors. The members who do not have voting rights are: the Board Chairperson Emeritus, the Board Treasurer and the CEO. 

The acts of a majority of a quorum of the Board Executive Committee shall constitute the official acts of the Board Executive Committee. In any case where there is a split vote of the Board Executive Committee, the Board Chairperson Emeritus shall have the deciding vote.

The Board Nominations Committee, led by the Chairperson Emeritus, shall nominate a slate of Board Executive Committee members, for approval or rejection by the Board. Additionally, if there is a vacancy on the Board Executive Committee, the Board Nominations Committee may, by majority vote, fill all or some of the vacancies.

Section 8.3 Delegation of Authority to Executive Committee.

The Executive Committee shall be permitted to conduct meetings and exercise its authority in the management of the routine business affairs of BRIDGE, except for actions that are specifically reserved for the Board by these Bylaws as set forth in Section 6.10, during the periods between meetings of a Board. 

Section 8.4 Removal, Vacancy.

Any officer or Executive Committee Member elected or appointed by a Board may be removed by a Board, with or without cause, at any time. In the event of an officer or Executive Committee vacancy, each Nominations Committee of a Board in its discretion may elect or appoint a successor to fill any unexpired term pursuant to Sections 8.1 and 8.2, respectively. 

Section 8.5 Retention of Director, Officer & Executive Committee Roles.

If a Director, officer or Executive Committee member leaves the employment of a Member company or is removed and/or resigns from a Board for any reason, neither the Member company nor the individual automatically retains such Director, officer and/or Executive Committee position.

Section 8.6 Compensation Committee.

The Compensation Committee is comprised of the Board Chairperson, the Board Chairperson Emeritus, the Board Vice-Chairperson and the Treasurer and is responsible for establishing compensation programs, conducting performance reviews of the CEO and assessing annual performance achievement and compensation fulfillment for the CEO and BRIDGE staff. While the Board Executive Committee shall hire, fire and set the terms of employment for the CEO any other senior executives, the salary and other benefits of the CEO and other senior executives shall be subject to the review and approval of the Compensation Committee.

Section 8.7 Committees.

Any additional committees may be established upon recommendation of a Chairperson of the Board and shall consist of at least three (3) Directors. Such appointments shall be made by the Board Executive Committee. Each committee of a Board shall serve at the pleasure of the Board. The designation shall not relieve any Director of his duty to BRIDGE under applicable law or under the constitutional documents.

Advisory committees not having and exercising the managerial authority of the Board may be established by resolution of the Executive Committee. Membership of such committees shall not be limited to Directors. No such advisory committee shall have the authority to bind the Board.

Section 8.8 Chairperson.

The Chairperson of the Board shall provide oversight of the strategy of BRIDGE; shall ensure that all orders and resolutions of each Board are carried into effect; shall chair Board and Executive Committee meetings; and shall manage Board continuity, succession and leadership.

Section 8.9 CEO.

The CEO shall develop the association strategy by planning and managing programs and activities to achieve established goals and objectives including, but not limited to, maintaining and growing membership; nurturing existing markets and targeting new markets for global expansion; promoting membership participation; providing leadership in working with membership on initiatives; leading committee interaction and initiatives; supervising BRIDGE staff and contractors; managing ongoing operations of the association; and, acting as spokesperson for BRIDGE. The CEO (or an appointed designee) is a non-voting member of every Board and a non-voting member of the committees on which they serve.

Section 8.10 Vice Chairperson.

During the absence or disability of the Chairperson, the Vice Chairperson shall have the powers and functions of the Chairperson. Additionally, the Vice Chairperson shall ensure an effective transition to Chairperson during the following Board Term.

Section 8.11 Treasurer.

The Treasurer shall be the Chief Financial Officer, or a similarly equivalent position, of a Member company and shall be a non-voting member of the Executive Committee. The Treasurer shall have oversight on the care and custody of all funds and securities of BRIDGE and may be requested to act as signatory on BRIDGE accounts. The Treasurer also leads the Audit Committee and is responsible for the annual review of the association tax returns. At the end of each corporate year the Treasurer may choose to request an audit of the accounts and shall assist in an audit made by an Audit Committee. Finally, the Treasurer serves on the Compensation Committee. 

Section 8.12 Secretary.

The Secretary shall keep the minutes of the meetings of each Board (take minutes, certify minutes and circulate to the Board members for review). The Secretary may assign a designee to perform the Secretary functions as defined.

Section 8.13 Chairperson Emeritus.

The Chairperson Emeritus will function in an advisory role to the Chairperson. 

Section 8.14 Compensation.

Except for the CEO, no Director, officer or Executive Committee member shall receive any compensation for any service rendered to or for BRIDGE. Notwithstanding the foregoing, however, nothing contained herein shall preclude any Director, Officer or Executive Committee member from performing services for BRIDGE in any capacity other than as a Director, Officer or Executive

Committee member of BRIDGE and receiving compensation therefore, so long as the arrangement has been approved by a majority of disinterested Board Executive Committee Members.

ARTICLE IX: INDEMNIFICATION

Section 9.1 Indemnification.

BRIDGE shall indemnify every Director and officer and their heirs, executors and administrators against all loss, cost and expense, including attorneys’ fees, reasonably incurred in connection with any action, suit, or proceeding to which they may be made a party by reason of being or having been a Director or officer of BRIDGE, except for matters as to which they shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which BRIDGE is advised by legal counsel that the persons to be indemnified have not been guilty of gross negligence or willful misconduct in the performance of their duties in relation to the matter involved. The foregoing rights shall not be exclusive of other rights to which such officer or Director may be entitled.

 ARTICLE X:AMENDMENTS

Section 10.1 Adoption, Amendment, Repeal.

10.1.1 By Board. Except as limited by law, the Articles or these Bylaws, the Board shall have power to adopt, amend and repeal the Bylaws of BRIDGE at any meeting of the Board called for that purpose at which a quorum is represented. If, however, the Members shall make, amend or repeal any Bylaw, the Directors shall not thereafter amend the same in such manner as to defeat or impair the object of the Members in taking such action.

10.1.2 By Members. The Members may, by the vote of at least seventy-five percent (75%) of the Members voting, where at least fifty percent (50%) of Members cast votes, unless a greater percentage is expressly required by law, the Articles of Incorporation or these Bylaws, adopt, alter, amend or repeal the Bylaws of BRIDGE at any Annual Meeting or at any special meeting called for that purpose.

Section 10.2 Notice of Changes.

If any Bylaw regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next election of Directors the Bylaw so adopted, amended or repealed, together with a concise statement of the changes made.