Item 26 - Public Hearing Vista Heritage Charter School (601 North Fairview Street)

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Section 7613); (v) Change the Bylaws provisions governing the use of proxies (Corporations Code (vi) Establishes cumulative voting; (vii) Materially and adversely affects the rights of the Members as to voting, dissolution, redemption or transfer; memberships; or (viii) Increases or decreases the number of Members authorized in total or for any class; (ix) Effects an exchange, reclassification, or cancellation of all or part of the (x) Authorizes a new class of membership. (b) Amendment by the Members. Except as provided in subparagraph (a), above, these Bylaws may by adopted, amended, or repealed only by the affirmative vote of a majority of a quorum of the membership represented and voting at a duly held meeting at which a quorum is present or by ballot conducted in accordance with Article IV, Section 4. If any provision of these Bylaws requires the vote of a larger proportion or all of the Members, such provisions may not be altered, amended, or repealed except by such greater vote, unless otherwise specifically provided herein. Any amendment to these Bylaws shall become effective immediately upon approval by the Members. The Secretary of the Association shall certify adoption of any duly approved amendment to the Bylaws and a copy of said certificate and the amendment shall be included in the Association's corporate records. Section 4. Notice Requirements. Any notice or other document permitted or required to be delivered as provided herein may be delivered as provided for within Civil Code Section 1350.7. Section 5. Indemnification. (a) Indemnification by Association of Directors and Officers, Employees, and Other Agents. To the fullest extent permitted by law, the Association shall indemnify its Directors and Officers, employees, and other agents described in Corporations Code Section 7237, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding" as that term is used in that Section and including an action by or in the right of the Association, by reason of the fact that such person is or was a person described by that Section. "Expenses," as used in this Section, shall have the same meaning as in Corporations Code Section 7237(a). (b) Approval of Indemnity by Association. On written request to the Board by any person seeking indemnification hereunder, the Board shall promptly determine in accordance with Corporations Code Section 7237(e), whether the applicable standard of conduct set forth in Corporations Code Section 7237(b) or Section 7237(c) has been met, and if it has, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the -21- City Council 26 — 647 1/16/2024